Defining Issues | January 2021
Proposals would amend the holding period for market-adjustable securities and simplify filing requirements.
To mitigate the risk of unregistered distributions in connection with the sales of market-adjustable securities, the SEC has proposed an amendment to revise the holding period determination for securities acquired upon conversion or exchange of certain market-adjustable securities resulting from a Rule 144 offering. The SEC has also proposed an amendment to update and simplify the Form 144 filing requirements.
SEC Release Nos. 33-10911; 34-90773; File No. S7-24-20
Rule 144 stipulates guidelines for selling restricted, unregistered and control securities, and provides objective criteria for security holders to be assured they are not deemed to be engaged in the distribution of securities and are not considered an underwriter.
Rule 144 holding period
Under Rule 144 a selling security holder must hold the acquired securities for a specified period of time before selling those securities on the open market.
Proposed amendment to the Rule 144 holding period for market-adjustable securities
Market-adjustable securities transactions subject to this proposed amendment include:
The proposed amendment to Rule 144 would:
Existing Rule 144 filing requirements
Proposed amendment to the Rule 144 filing requirements
The proposed amendment to Rule 144 would:
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