Form 144
Form 144 is the SEC notice used for specified proposed sales of securities in reliance on Rule 144 when the rule’s filing threshold and other conditions require the notice.
How it works
Under current Rule 144(h), when the issuer is a reporting company that has been subject to reporting for at least 90 days before the sale, a Form 144 filing is required if Rule 144 sales during a three-month period exceed 5,000 shares or other units or an aggregate sale price of $50,000. Reporting-issuer Forms 144 are filed electronically through EDGAR. The rule separately addresses non-reporting issuers. Form 144 is a notice; filing it does not mean the SEC has approved the sale.
The form is a notice of proposed sale
It reports information about the seller, issuer, securities, acquisition history and proposed sale.
Thresholds determine when notice is required
The rule uses more than 5,000 shares or units or more than $50,000 in aggregate sale price during the relevant three-month period.
Reporting-issuer filings are electronic
The SEC requires applicable Forms 144 for reporting issuers to be filed through EDGAR.
SEC silence is not approval
The rule expressly provides that filing the notice or the SEC’s failure to comment does not prevent later Commission action.
Worked example: dollar threshold alone
A proposed affiliate sale involves only 4,000 shares but is worth $200,000. The dollar threshold can independently trigger the notice requirement.
Why the filing matters to investors
Form 144 can provide public visibility into proposed affiliate sales, but it is not proof that every noticed share will actually be sold.
Common mistakes
Treating Form 144 as a registration statement; assuming every Rule 144 sale requires the form; ignoring the dollar threshold; and interpreting the notice as SEC approval.
Example
An affiliate plans a Rule 144 sale of 20,000 shares worth approximately $1.2 million. Because the proposed sale exceeds both Rule 144 notice thresholds, a Form 144 filing is required if the other applicability conditions are met.
Example
An affiliate plans a Rule 144 sale of 20,000 shares worth approximately $1.2 million. Because the proposed sale exceeds both Rule 144 notice thresholds, a Form 144 filing is required if the other applicability conditions are met.
Professional note
Check the current rule text for timing. Older summaries may describe filing practices differently, while current SEC guidance and EDGAR procedures govern today’s electronic filing process.
Related terms
- Rule 144 Affiliate
A Rule 144 Affiliate is a person that directly or indirectly controls, is controlled by, or is under common control with an issuer for purposes of applying Rule 144 resale conditions.
- Rule 144 Volume Limitation
The Rule 144 Volume Limitation restricts the amount of securities an affiliate may sell in reliance on Rule 144 during a rolling three-month measurement period.
- Manner of Sale Requirement
The Manner of Sale Requirement is a Rule 144 condition that limits how specified affiliate resales of equity securities may be executed when the seller relies on the safe harbor.
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