It has been suggested that this article or section be merged with Securities Act of 1933. (Discuss)

Rule 144 of the United States Securities Act of 1933, entitled "Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters", describes the circumstances under which restricted securities may be sold on without the requirement of registering them with the Securities Exchange Commission before sale. For example, equity shares bought in a stock market, such as the NYSE, are registered and may be sold freely by their holders. However, restricted shares, typically shares that have been bought as part of a private placement or received by corporate insiders (e.g. as bonuses), may not be transferred or resold without formal SEC registration except under the specific circumstances defined by Rule 144. Securities, as covered by Rule 144, can be any type of transferable financial instrument issued by a company such as equity, debt, hybrid instruments etc. Wikipedia does not have an article with this exact name. ... Image:Thumbtack. ... Image:Thumbtack. ... Restricted stock is an equity instrument that is not fully transferable until certain conditions have ben met. ... For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ... New York Stock Exchange (June 2003) The New York Stock Exchange (NYSE) , also nicknamed the Big Board, is the largest stock exchange in the world in dollar volume and second largest by number of companies listed. ... For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ... Security is a type of transferable interest representing financial value. ...

Requirements for Rule 144

Rule 144 permits resale of securities without filing for registration with the SEC if the following conditions are met: For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ...

1. Adequate current information regarding the issuer is publicly available, for instance 10Q and 10K reports must be filed with the SEC;
2. If restricted securities are to be sold, such securities must have been held for at least one year prior to sale (reduced from two years in 1996);
3. The amount of securities sold in any three-month period may not exceed specific volume limitations;
4. Sales must be made in ordinary brokers' transactions or transactions directly with a market marker;
5. The sales must not be advertised nor may additional commissions be paid;
6. A Form 144 must be filed with the SEC and the exchange on which the securities will be traded. Small sales of not greater than 500 shares or with an aggregate sales price of no more than $10,000 in a three-month period are excepted from this rule. The Form 144 must be filed prior to, or concurrently with, placing the order to sell with the broker or the execution directly with the market maker.

For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ... For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ...

Related Regulations

Rule 144 offerings are often issued in conjunction with a Regulation D or Regulation S.

Regulation D ("Reg D") is a SEC regulation governing exemptions to the regulations regarding private placements. A Reg D offering is intended to make access to the capital markets possible for small companies that could not otherwise bear those costs. For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ... Raising of capital via private rather than public placement. ...

Reg D allows usually smaller companies to raise capital through the sale of equity or debt securities without having to register their securities with the SEC, although the proper framework and disclosure documentation is still required. Private companies choose Reg D offerings because they allow an entity to obtain funding faster and to avoid the costs associated with a public offering. For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ...

The term is also used to describe an investment strategy, mostly associated with hedge funds, based upon that regulation. As a hedge-fund strategy, Reg. D refers to investment in micro- and small-capitalization public companies that are raising money in a private placement. Often these securities are hedged by way of a look-back provision or a convertibility option with an exercise price that floats. The typical result after after a "Reg. D" investment is a dramatic decline in the issuer's stock price, casued by the hedge fund unloading huge amounts of stock that were purchased at discount via conversion/look back features. Reg. D financing can be associated with penny stock fraud, as promotors try to maintain the price of the stock while unloading the newly issued shares. A hedge fund generally refers to a lightly regulated private investment fund sometimes characterized by unconventional strategies (e. ... Market capitalization, often abbreviated to market cap, is a business term that refers to the aggregate value of a firms outstanding common shares. ... Raising of capital via private rather than public placement. ...

Regulation S ("Reg S") is a SEC safe harbour regulation relating to offers and sales made outside the US, and thus made without SEC Registration. The exemption was intended to help US and foreign companies raise capital overseas quickly and inexpensively without having to comply with the full-blown registration process mandated under Section 5 of the Securities Act. For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ... The term safe harbor (safe harbour) has several special usages, in an analogy with its literal meaning, that of a harbor or haven which provides safety from weather or attack. ... Motto: (traditional) In God We Trust (official, 1956–present) Anthem: The Star-Spangled Banner Capital Washington, D.C. Largest city New York City Official language(s) None at the federal level; English de facto Government Federal Republic  - President George W. Bush (R)  - Vice President Dick Cheney (R) Independence - Declared - Recognized... For other uses of SEC, see SEC (disambiguation) The Securities and Exchange Commission, commonly referred to as the SEC, is the United States governing body which has primary responsibility for overseeing the regulation of the securities industry. ... Motto: (traditional) In God We Trust (official, 1956–present) Anthem: The Star-Spangled Banner Capital Washington, D.C. Largest city New York City Official language(s) None at the federal level; English de facto Government Federal Republic  - President George W. Bush (R)  - Vice President Dick Cheney (R) Independence - Declared - Recognized... Image:Thumbtack. ...

Regulation S provides two safe harbors from the Securities Act's registration requirements: an issuer safe harbour is applicable to offers and sales by issuers, distributors, and their respective affiliates; and a resale safe harbor is applicable to resales by other parties. In literal terms, safe harbor or safe harbour is a harbor which is protected and provides safety from weather or attack. ... Image:Thumbtack. ...

External links

• SEC - Rule 144
• SEC - Regulation S