Further, the form 10 information is deemed to be filed on the date the information is initially provided to the sec. Logan law firm plc can help if you need a rule 144 legal opinion or other type of opinion regarding the availability of an exemption under the federal securities laws for shares to be sold in the public markets or in a private sale. I propose to sell the abovereferenced shares in the manner permitted by rule 144. Rule 144 brokers representation leter must be completed by. Sale of shares pursuant to rule 144k ladies and gentlemen. Rule 144 opinion letters are usually issued within one day after we receive all required information and documents. Certain basic principles are essential to an understanding of the registration requirements in the securities act of 1933 the act or the securities act and the purposes underlying rule 144. Sec form 144 must be filed rule 144 is not appropriate for shares issued by a shell, however, the rule is available for shares that become a shell after the issuance. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the securities act on 1933 by a nonaffiliate. Six months if issuer is an sec reporting company or one year in accordance with paragraph d of rule 144 as amended on 2152008. Rule 144 representation letter in connection with the. Call a safekeeping representative at 8887238504, option 7.
Frequently asked questions about rule 144a understanding rule 144a what is rule 144a. In connection with a purchase or purchases of privately offered securities pursuant to rule 144a under the securities act of 1933, the undersigned certifies that it is familiar with the rule 144a. Shareholders nonreporting rule 144 rep letter empire stock. Rule 144 except that the current public information requirement still applies. For nonaffiliate holders of restricted securities, rule 144 provides a safe harbor for the resale of such. I am familiar with sec rule 144 d 1 ii and i meet all of the requirements, under the rule, necessary to have the restrictive legend removed from the presented certificates andor book entry shares. Sec form 144 must be filed sellers representation letter current public information for company owned more than 1 year legal opinion from an sec lawyer legal opinion from an sec lawyer legend may be removed, volume limitations on amount of shares sold requires stock must be registered in a broker name stock must be sold through a broker in us. The following chart summarizes the rule 144 requirements. The secs compliance and disclosure interpretations provide its interpretations of the rules adopted under the securities act of 1933, as amended the securities act.
I am an affiliate of the issuer, as that term is used in rule 144 a1. You will need the original stock certificates, a rule 144 sellers representation letter, a legal opinion letter from qualified securities counsel, and the applicable fees. Transmit for filing 3 copies of this form concurrently with either placing an. Rule 144 sellers representation letter nonaffiliate to whom it may concern. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the securities act on 1933 by a nonaffiliate of the issuer, to request and authorize the transfer. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. These opinions are frequently required by brokerdealers and, in connections with applications for trading symbols, by finra, the financial industry regulatory authority. The shares are restricted securities, as that term is used in rule 144 a3, and i fully paid all consideration for, was the beneficial owner of, and bore the full risk of ownership on these securities since the later of the date the securities were acquired from the issuer or from an affiliate of the issuer. Frequently asked questions about rule 144 and rule 145. May 01, 2018 rule 144 is a regulation enforced by the u. Stock issued directly by an issuer or acquired by an insider or control person is always restricted in nature unless there is an exemption, registration, or other safe harbor that allows the stock to be issued without legend.
The undersigned is familiar with rule 144 promulgated under the securities act of 1933 and agrees that you and the. The sec amends rule 144 and rule 145 to allow more. Section 4a1 opinion for a nonaffiliate of a nonreporting company that has previously been a shell company not rule 144 eligible who has held restricted common stock for more than two years. The company is in compliance with the current public information requirement of rule 144 c. Filing of form 144 with sec we need the following documents. The undersigned has fully paid for, beneficially owned, and held the shares of the company for a period of. Rule 144 under the securities act of 1933, as amended on february 15, 2008 rule 144. New rule 144 effective february 15, 2008 old rule 144 current until february 15, 2008 chart. The undersigned is familiar with rule 144 promulgated under the securities act of 1933 and. If the undersigned decides to purchase rule 144a securities for the accounts of others, it will only purchase rule 144a securities for accounts that independently qualify as qibs as defined in rule 144a unless the unde rsigned is an insurance company and is purchasing for the account of one or more of its separate accounts. However, according to rule 144i2, an issuer can cure its shell status if the issuer. Rule 144 a3 identifies what sales produce restricted securities. Pursuant to rule 144 rule 144 under the securities act of 1933 the securities act, as.
A sample rule 8b representation letter and a sample 8d waiver letter are available. This chapter describes the procedure for handling a rule 144 request and presents a sample seller representation letter and a small number of related controls. Rule 144 affiliates include officers, directors and others by beneficial ownership the standard group of easily identifiable affiliates. The company has either never been a shell company as defined by rule 405 or, if so, fully complied with rule 144 i2. Sale of shares pursuant to rule 144 k ladies and gentlemen. These letters must be submitted to the office of the ethics counsel either in paper or electronic format. The sec s compliance and disclosure interpretations provide its interpretations of the rules adopted under the securities act of 1933, as amended the securities act. A summary and excerpts of the portions relevant to restricted securities and rule 144 as interpreted by the sec are set forth below. That is, the issuer, whether reporting or nonreporting, must satisfy the current public information requirements as set forth in rule 144c at the time that each resale of securities is made in reliance on rule 144. In december 2007, the sec amended rule 144, effective february 2008, to, among other things, shorten the holding periods for restricted securities subject to certain public information requirements. Shareholders representations letter removal of restrictive.
Rule 144145 sellers representation letter affiliates of the issuer 1. These measures address a number of the recommendations made by the sec s advisory committee on smaller public companies in its final report published in april 2006. If the public company is not in compliance with rule 144, logan law firm may be able to provide a section 4a1 legal opinion to allow a shareholder to sell the shares in the public markets. Rule 144 of the federal securities act of 1933 concerns restricted securities. I have filed, or have caused to be filed, a duly executed form 144 and applicable, a copy with the corresponding securities exchange in full compliance with rule 144. Rule 144 sellers representation letter nonaffiliate axos clearing llc to whom it may concern. In placing this order to sell, check the box corresponding to the applicable representation i am acting alone and i have not agreed to act in concert with any other person for the purpose. I propose to sell the abovereferenced shares in the manner permitted by rule 144, in this connection i represent to you and warrant as follows. We will either i purchase the securities directly as a market maker as that term is defined in section 3a 38 of the securities exchange act of 1934 or ii. Rule 144 rule 145 in connection with the proposed sale or legend removal by me of the number of shares of common stock of the company indicated above the company, pursuant to the securities act of 1933, i hereby represent to you that.
Control securities are those held by an affiliate of the issuing company. If electronic, the letter must be in pdf format and contain a manual signature, and be submitted using the form below. Rule 905 clarifies the consequences of a resale of an equity security of a domestic issuer acquired through a rule 901, rule 903 or rule 904 transaction, linking the restricted period of a rule 144 security with the distribution compliance period of a regulation s security. If any person sells a nonexempt security to any other person, the sale must be registered unless an exemption can be found for the transaction 2. I understand that rule 144i2 requires that a shell company must cease being a shell, notify the sec that it is no longer a shell, file form 10like information with the sec and file its required public reports other than form 8ks for 12 months thereafter.
Also, the rule is available if the shares were originally issued by a shell and then the company ceases. I we, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the federal securities act of 1933, as amended the securities act by a nonaffiliate of the issuer, to request and authorize. Sellers representation letter please complete this. The securities act of 1933 securities act rule 144 sets forth certain requirements for the use of. Rule 144 presents a possible exemption from the registration requirement of securities and exchange commission sec.
The company is not, and has not been, a shell issuer as described in rule 144i1. Rule 144 sellers representation letter see section c of this packet. Many form 144s and attorney opinion letters cover a threemonth period and a majority of sellers market securities over. These shares have not been traded, sold or otherwise pledged to a u. Rule 144 registration exemption for resale of securities. Rule 144 addendum to sellers representation letter name. To clarify that rule 144 i does not have any room for interpretation, in the sec s compliance and disclosure interpretations issued on january 26, 2009, the sec confirmed that rule 144 i1ii prohibits the use of rule 144 by shareholders of companies in this situation, even if they have not been a shell for some time. If the issuing company is a fully reporting company under the securities exchange act of 1934, and has been for the previous 90 days, you must hold your restricted security for six months from the time that it is fully paid. The amendments reduced the restrictions on unregistered resales of securities into the public markets. Sellers representation letter current public information for company. Sellers representation letter please complete this form in. Payment in full for the securities, whether by payment in cash, exchange of securities, services rendered or other valuable consideration, was made by me or on my behalf at least one year prior to the date of this letter. Citizen or corporation at any time during the holding period indicated above per the requirements of regulation s.
I we, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the. Rule 144 i2 and rule 405 opinions regarding the current and previous shell company status of a publicly traded company. The securities act of 1933 securities act rule 144 sets forth certain requirements for the use of section 41 for the resale of securities. I am familiar with sec rule 144 d 1ii and i meet all of the requirements, under the rule, necessary to have the restrictive legend removed from the presented certificates andor book entry shares. Restricted securities of nonreporting issuers affiliate or person selling on behalf of an affiliate.
Rule 144 legend removal instructions empire stock transfer. Form 144 not required if sale is not over minimum, see below brokers representation letter seller representation letter rule 144 legal opinion we will only need form 144 if the shares are over 5,000 shares or the value of the stock is. Brokerage services are provided by fidelity brokerage services llc, member nyse, sipc. The company a has been subject to such 1934 exchange act filing requirements for at least 90 days, b has filed all reports required by rule 144 c, and c has been in compliance with rule 144 i2 for at least 12 months if the company was ever a shell company as defined by rule 405. I acknowledge that the company and its counsel will rely upon the completeness and accuracy of the information and representations contained in this letter. In placing this order to sell, check the box corresponding to the applicable representation i am acting alone and i have not agreed to act. This broad language of rule 144i1ii prohibits shareholders from utilizing rule 144 to sell their shares in a company that at any time in its existence was a shell company, and renders the word initially in rule 144i virtually meaningless. The company shall cause its legal counsel to issue appropriate rule 144 opinions by facsimile to the companys transfer agent with a copy to the person requesting such opinion within one business day after counsels receipt of the following completed documentation. If you need help with interpreting or applying for a rule 144 exemption, you can post your question or concern on upcounsels marketplace. After oneyear holding period, unlimited public resales under rule 144. Rule 144a is a safe harbor exemption from the registration requirements of section 5 of the securities act for certain offers and sales of qualifying securities by certain persons other than the issuer of the securities.
Neither the seller, nor any person or entity listed below, presently is, or in the prior three months has been an affiliate of the company as that term is used in paragraph a of rule 144 i. The company is not, and has not been, a shell issuer as described in rule 144 i1. Regulation s provides an exclusion from the section 5 registration requirements of. In this connection, i represent to you and warrant as follows. I am not an affiliate of the issuer or a 10% shareholder of the issuer, during the preceding three. Rule 144 sellers representation letter for affiliates name of issuer. The sec also made changes to ease the burdens to resell securities under rule 144 and amended rule 145 to eliminate presumptive underwriter status in most cases. That is, the issuer, whether reporting or nonreporting, must satisfy the current public information requirements as set forth in rule 144 c at the time that each resale of securities is made in reliance on rule 144. United states within the meaning of the general statement.
If any person sells a nonexempt security to any other. I we, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the federal securities act of 1933, as amended the securities act by a non. Rule 144, instructions for filing rule 144, rule 144. To address this issue, the sec has adopted rule 10b51 which.
These certificates are not issued from a shell blank check company as defined by the sec. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the. Rule 144 145 sellers representation letter affiliates of the issuer 1. Affiliates according to rule 144 an affiliate under sec rule 144 is, in general terms a person, such as an officer, director or large shareholder, in a relationship of control with the public company. The sec amended rule 144 effective february 15, 2008.
There are five basic requirements of rule 144, although not all requirements apply to every sale. Is there a standard form of rule 144a representation letter. Many form 144 s and attorney opinion letters cover a threemonth period and a majority of sellers market securities over. Sellers representations regarding sale of shares in connection with my request to you to sell or transfer shares of stock of the company through glendale securities, inc. Securities and exchange commission that sets the conditions under which restricted, unregistered, and control securities can be sold or resold. Rule 144 sellers rep letter capital investment companies. Rule 144 sellers rep letter worldwide stock transfer. The current public information requirement is measured at the time of each sale of securities. Brokers representation letter first american stock.
Rule 144 addendum to sellers representation letter name of. Section 41 of the securities act provides an exemption for a transaction by a person other than an issuer, underwriter, or dealer. On this form, fidelity means fidelity brokerage services llc and its. Jan 16, 20 rule 144 a3 identifies what sales produce restricted securities.