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 Requirements

Sullivan & Cromwell LLP - January 15, 2021
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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.
Comments on the proposal are due 60 days after the proposal is published in the Federal Register.

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