SEC Proposes Amendments to Rule 144 Holding Period and Form 144 Filings: Proposal Would Eliminate “Tacking” for Securities Acquired Upon the Conversion or Exchange of Certain Market-Adjustable Securities of Unlisted Issuers and Amend the Form 144 Filing RequirementsSullivan & Cromwell LLP - January 15, 2021
On December 22, 2020, the Securities and Exchange Commission proposed to amend Rule 144 to change the holding period determination for securities acquired upon the conversion or exchange of certain market-adjustable securities for unlisted companies so that the holding period would not begin until the conversion or exchange. The proposal also includes several other amendments relating to Form 144, including:
- Requiring electronic filing of Form 144 for securities of issuers subject to Exchange Act reporting;
- Eliminating the requirement to file a Form 144 for securities of issuers that are not subject to Exchange Act reporting; and
- Amending the filing deadline for Form 144 to coincide with the Form 4 filing deadline.
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