Reselling Securities Rule 144

Summary

To resell securities under Rule 144, unaffiliated investors must hold them for six months (reporting company) or one year (non-reporting). Adequate public information must be available, and sales must follow volume limitations. Current directors, as affiliates, must meet all Rule 144 conditions, including holding periods, volume limitations, and filing Form 144 for significant sales. Directors who resigned two months ago remain affiliates for 90 days post-resignation, requiring compliance with Rule 144 during this period. After 90 days, they can sell as non-affiliates but must still meet holding period and public information requirements. Officers of public companies can generally resell shares without restriction if not in possession of non-public, material information and not violating insider trading laws.

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An unaffiliated investor purchases shares in a private company in a Rule *(b) offering. What must the investor do to resell the securities in compliance with Rule *? • What if the investor is a current director of the company? • What if the director resigned 2 months ago?
To resell securities in compliance with Rule *, here are the requirements:
- Unaffiliated Investor:
- Hold the securities for at least six months if the company is subject to the reporting requirements of the Securities Exchange Act of *, or one year if it is not.
- Adequate current public information about the issuer must be available.
- Sale must be within volume limitations and conducted as a standard broker's transaction.
- Current Director:
- As an affiliate, the director must meet all conditions of Rule *, including a holding period of at least six months (if the company is a reporting company) or one year (if it’s not).
- Comply with volume limitations, manner of sale requirements, and file a Form * if the sale exceeds *,* shares or $*,* in three months.
- Director Resigned * Months Ago:
- Former director remains an affiliate for 90 days post-resignation. During this period, they must comply with Rule * as an affiliate.
- After 90 days, they may sell as a non-affiliate but must still meet the holding period and adequate public information requirements.
Do you need more information on any specific point?