List holding periods and resale limits for restricted securities

Key facts

Human involvement

Yellow · Close supervision

How AI is used

For each holding in the file, record the acquisition date, whether the file says the issuer has been a section 13 or 15(d) reporting issuer for at least 90 days, and whether the file says the holder is an affiliate. State the six-month or one-year period in Rule 144(d) only from those recorded facts. Do not prepare a restriction deed, and do not prepare a Form 144.

What the lawyer must review

You decide whether a resale meets Rule 144 (17 CFR § 230.144). You do not use this list as a restriction deed. If the issuer is, and has been for at least 90 days immediately before the sale, subject to Exchange Act section 13 or 15(d), a minimum of six months must elapse between the later of acquisition from the issuer or from an affiliate and any resale under the section for the account of the acquiror or any subsequent holder. If the issuer is not, or has not been, a reporting issuer for that 90 days, the minimum is one year. If the acquiror takes the securities by purchase, the holding period does not begin until the full purchase price or other consideration is paid. Note 2 to paragraph (d)(3)(x) says employee stock options not purchased for cash or property and creating no investment risk are deemed acquired when exercised, if the full purchase price is paid at exercise. For sales for the account of an affiliate, the amount sold, together with all sales of the same class for that person in the preceding three months, must not exceed the greatest of one percent of the class outstanding as shown by the most recent report or statement published by the issuer, the average weekly reported volume during the four calendar weeks preceding the paragraph (h) notice or, if no notice is required, the date the broker receives the order or the date of execution directly with a market maker, or the average weekly volume reported under an effective transaction reporting plan or an effective national market system plan during that four-week period. Those two plan terms are defined in 17 CFR § 242.600, which was not opened. For debt, the amount must not exceed the greater of that limitation or, together with sales of the same tranche in the preceding three months, ten percent of the principal amount of the tranche. Rule 502(d) (17 CFR § 230.502(d)) gives Regulation D securities, except as provided in Rule 504(b)(1), the status of securities acquired under section 4(a)(2). They cannot be resold without registration or an exemption. Reasonable care may be shown by the inquiry, the written disclosure before sale, and the legend in paragraph (d). That demonstration is not the exclusive method. Rule 504(b)(1) was not opened. Paragraph (c) and paragraph (h) of Rule 144 were not applied.

Written for / version

United States versionUS