Jay Clayton has now left the SEC, but he continued to leave his imprint on the Commission on his way out the door. Specifically, on December 22, 2020, the SEC announced proposed amendments of Rule 144 and Form 144.
Rule 144, which has been in place for nearly 50 years, has undergone significant revisions over time. The latest proposed changes are relatively modest in comparison. Specifically, if adopted, the revisions will:
- Mandate the electronic filing of Form 144;
- Eliminate the Form 144 filing requirement for sales of securities of companies not subject to Exchange Act reporting requirements;
- Amend the Form 144 filing deadline so that Form 144 can be filed concurrently with Form 4 by persons subject to both filing requirements; and
- Amend Forms 4 and 5 to add an optional check box indicating that the reported transaction was intended to satisfy Rule 10b5-1(c).
The proposal would also eliminate “tacking” for certain securities acquired on the conversion or exchange of market-adjustable securities of an issuer that does not have a class of securities listed or approved for listing on a national securities exchange. In other words, the holding period for the underlying securities would not begin until the conversion or exchange of the market-adjustable securities.
Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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