Pennsylvania Rule 144 Seller's Representation Letter Non-Affiliate
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FAQ
Rule 144(f) allows securities to be sold directly to market makers, as that term is defined in Section 3(a)(38) of the Exchange Act. The market maker exception will apply only if the market-making firm purchases the Rule 144 securities as principal.
affiliate of a nonreporting issuer must hold the securities for one year before any public resale. After one year, a nonaffiliate may freely resell such securities without regard to any of the Rule 144 conditions.
Rule 144 at (a)(1) defines an affiliate of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.
Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.
Rule 144 does not apply to: sales in the public market that involve a brokerage firm. private transactions, including sales, gifts, estate distributions, and pledges (but will apply when the recipient wants to sell the restricted stock to the public market)
Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.
Rule 144 applies to the sale into the public securities market of restricted stock by anyone and of unrestricted stock sold by a controlling person (affiliate) of an issuing company. Sales into the public market involve a brokerage firm and are not face-to-face sales negotiated between a seller and a buyer.
Rule 144 is a safe harbor under Section 4(1) of the 1933 Act, originally adopted in 1972 and amended several times since then, that permits the public or private resale of restricted securities if certain conditions are met, including the satisfaction of applicable holding periods. D.
Counsel delivering an opinion as part of a Rule 144 sale typically relies on, among other things, a representation letter from the seller to establish certain facts underlying the opinion, and the seller's broker and the issuer's transfer agent may require a similar representation letter.