What is Form 144?

Form 144 is a notice of intent to sell form that must be filed with the Securities and Exchange Commission (SEC) when a person who was granted shares plans to sell their unregistered shares. Form 144 must be filed with the SEC at the time the sell order is placed with the broker if the seller is an affiliate and intends to sell more than 5,000 shares or securities with a value in excess of $50,000. Securities include common stock, preferred stock and debt securities, which includes asset-backed securities and nonparticipating preferred stock. The form, pursuant to Rule 144 in The Securities Act of 1933, is a required filing and the sale must occur within 90 days after the filing.

Rule 144 has a number of conditions for the sale of unregistered shares including:

  • Minimum holding period: restricted securities must have been held by SEC-reporting companies for at least six months and at least one year for non-reporting companies
  • Quantity restrictions: the sale must not represent more than 1% of outstanding shares
  • Disclosure: adequate public information about the issuer must be made available
  • Filing: a brokerage firm or stockbroker must handle the transaction
  • Filing: the filing must be done electronically through the EDGAR system

If 90 days pass without a sale, a new SEC Form 144 must be filed.

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