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Rule 144

An SEC rule that applies to public resales of restricted securities, as well as all sales by affiliates. The requirements include:

  • current public information about the issuer
  • holding periods for restricted securities, based on whether there is a reporting or a nonreporting issuer
  • unsolicited brokers' transactions
  • an amount limitation: the greater of either 1% of the outstanding stock or the average weekly trading volume may be sold during any three-month period
  • a Form 144 filing

Under Rule 144(b), a nonaffiliate individual who has held securities long enough can sell his or her stock without meeting Rule 144 conditions. The seller can't be an affiliate at any time in the three months prior to the sale. Before the sale, under Rule 144(b) the holder of the securities will need to have the restricted legend removed from the stock. For details on Rule 144, see the section SEC Law: Rule 144.

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