Notice: Electronic Filing of Forms 144 with the SEC – Securities

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Form 144 provides notice to the U.S. Securities and Exchange Commission (“SEC”) of a proposed sale of securities by an affiliate of the issuer pursuant to Rule 144 of the U.S. Securities Act of 1933, as amended (the “Securities Act”). ). Generally, all open market sales by directors, officers and significant stockholders of a public company are subject to Rule 144 and require the filing of a Form 144. Exceptions to this requirement include (i) sales made pursuant to a valid resale registration statement and (ii) ) sales of no more than 5,000 shares or those with an aggregate sales price of no more than $50,000.

Currently, filers can file Form 144 either electronically or by sending paper copies to the SEC. In June 2022, the SEC adopted changes to its rules governing electronic filing that require all Form 144s to be filed electronically. The effective date of the electronic filing requirement for all Form 144s is currently April 13, 2023, when paper copies will no longer be accepted. The timing of the filing requirement for Form 144 is not affected by the new SEC rules.

It is important to note that any electronic filing with the SEC, including Form 144s, must be made in the SEC’s Electronic Data Collection, Analysis and Retrieval (“EDGAR”) system. To file through EDGAR, each person required to file Form 144 electronically must have its own EDGAR Account Number (CIK) and CIK Confirmation Code (collectively, the “EDGAR Codes”), even if it plans to have an authorized agent or issuer files Form 144 on their behalf. For this reason, any person who is or may become subject to Rule 144 should confirm that they currently have EDGAR codes in their name and, if not, should apply for EDGAR codes as soon as possible. Information on obtaining EDGAR codes can be found on the SEC’s website at the following address link.

It should be noted that most directors, officers and significant shareholders of US domestic companies likely have EDGAR codes due to their existing obligation to file Forms 3 and 4 through EDGAR under Section 16 of the Securities Act. However, many directors and officers of foreign private issuers not covered by Section 16 of the Securities Act will likely find that they will need to obtain EDGAR codes.

Originally published on January 19, 2023

The content of this article is intended to provide a general guide to the issue. Professional advice should be sought regarding your particular situation.

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