Federal register revisions to rule 144 and rule 145 to. I propose to request the removal of the restrictive legend from the abovereferenced shares in the manner permitted by rule 144. The company is is not and never has been a shell issuer as described in rule 144i14. We were provided with a representation letter from seller stating that seller is not an affiliate of the issuer and was not an affiliate during the 90day period prior to the sale. In connection with a proposed sale of the shares, the undersigned will not sell any shares if the company ceases to be in compliance with the current public information reporting requirements under rule 144 c1. I we, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the federal securities act of 1933, as amended the securities act by a non affiliate of the issuer, to request and authorize. A person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with company.
Nonaffiliate sellers representation letter rule 144k. Shareholder representation letter for affiliates nonshell. I am an affiliate of the issuer, as that term is used in rule 144a1, and do not have any. Nonaffiliate stockholders representation letter sales oflegend removal on restricted securities to broker name of brokerage firm i propose to sell shares of common stock of exp world holdings, inc. I we, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the federal securities act of 1933, as amended the securities act by a nonaffiliate of the issuer, to request and authorize. Rule 144 representation letter in connection with the. I have filed, or have caused to be filed, a duly executed form 144 and applicable, a copy with the corresponding securities exchange in full compliance with rule 144.
Wednesday, january 30, 2008 times are east coast but all panels will be archived and available at your discretion. Rule 144 under the securities act of 1933, as amended on february. I affirm that i am an affiliate of the issuer, as that term is used in rule 144 a1 and do not have any material information about the issuer of these securities that has not been publicly disclosed. The shares are restricted securities, as that term is used in rule 144a3, and i acquired and fully paid. Proposed removal of restrictive legend pursuant to sec rule 144 promulgated under the. Removal of restrictive legend oneyear holding period. Removal of restrictive legend pursuant to rule 144b. Everything you need to know and do now a practical must conference featuring the foremost rule 144 experts. For non affiliate holders of restricted securities, rule 144 provides a safe harbor for the resale of such securities without limitation after six months in the case of issuers that are reporting companies that comply with the current information requirements of rule 144 c, and after one year in the case of non reporting. I am an affiliate of the issuer, as that term is used in rule 144 a1. Rule 144 sellers representation letter affiliate to whom it may concern. In connection therewith, the undersigned represents and. Affiliate or person selling on behalf of an affiliate. Aug 28, 2015 this blog post discusses rule 144 as it applies to reporting companies only.
Sellers representation letter please complete this form in. But the transfer agent wont remove the legend unless youve obtained the consent of the issuerusually in the form of an. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the securities act on 1933 by a nonaffiliate of the issuer, to request and authorize the transfer. I am an affiliate of the issuer, as that term is used in rule 144a. Unlimited public resales under rule 144 representation letter we need the following information. I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the securities act on 1933 by a nonaffiliate of the issuer, to request and authorize. Sale of shares pursuant to rule 144k ladies and gentlemen. In connection with the request for the removal of the restrictive legend from the stock certificates owned by the undersigned seller, which represent shares the shares of the common stock. I affirm that i am an affiliate of the issuer, as that term is used in rule 144a1 and do not have any material informa. The undersigned has fully paid for, beneficially owned, and held the shares of the company for a period of. I confirm that the company is not, and has not been, a shell issuer as described in rule 144i1. Shareholders nonreporting rule 144 rep letter empire stock. You will need the original stock certificates, a rule 144 sellers representation letter, a legal opinion letter from qualified securities counsel, and the applicable fees. Pacific stock transfer company the issuers transfer agent.
Is rule 144 the exclusive means by which restricted or control securities may be sold. Six months if issuer is an sec reporting company or one year in accordance with paragraph d of rule 144 as amended on 2152008. I propose to sell the abovereferenced shares in the manner permitted by rule 144. Rule 144 at a1 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. This would include an affiliates nonpublic sales of securities back to the issuer. Rule 144 rule 145 account number client name joint owner if any. Representation letter one year legal opinion on holding period and non affiliate status or company approval on holding period and non affiliate status affiliate or person selling on behalf of an affiliate. Rule 144145 sellers representation letter for affiliates of the issuer 1. Sellers representation letter please complete this. I we, the undersigned, submit this form to you in order to. Pursuant to rule 144 rule 144 under the securities act of 1933 the securities act, as.
I did not file form 144 for the proposed transaction. Sellers representation letter and statement of non. Issuer pursuant to rule 144 under the securities act of 1933, as amended rule 144. In order to obtain the removal, of the legend and stop order relating to the securities and to permit their sale, the securities will be sold in a manner which satisfies the requirements of paragraphs f. The sec has just posted a voluminous set of faqs regarding rule 144 yes, rule 144, persons deemed not to be engaged in a distribution and therefore not underwriters. I am an affiliate of the issuer, as that term is used in rule 144a1. Shareholders representation letter nonaffiliate reporting company six month holding period re. Sec adopts amendments to rule 144 and 145 and other.
New faqs on rule 144 news brief april 5, 2007 by cydney posner. Rule 144145 sellers representation letter for affiliates of. Rule 144 under the securities act of 1933, as amended on february 15, 2008 rule 144. Standard brokers representation letter for affiliates. In this connection, i represent to you and warrant as follows. We follow the sta guidelines for restricted securities. I propose to sell the abovereferenced shares in the manner permitted by rule 144, in this connection i represent to you and warrant as follows. I am not an affiliate of the issuer or a 10% shareholder of the issuer, during the preceding three. Sellers representation letter and statement of non affiliation securities transfer corporation 2901 n dallas parkway, suite 380 plano, texas 75093. The sum of a through e is the voting securities you own for purposes of rule 144.
Rule 144 sellers representation letter non affiliate to whom it may concern. Rule 144 provides a non exclusive safe harbor under section 4a1 of the securities act for selling security holders that seek to resell their restricted securities or control securities. Nonaffiliate stockholders representation letter sales of. However, according to rule 144i2, an issuer can cure its shell status if the issuer. Turn data collection into an experience with typeform. These questions determine affiliate status, 144 holding period and shell status. If you need help with interpreting or applying for a rule 144 exemption, you can post your question or concern on upcounsels marketplace. Rule 144 sellers representation letter nonaffiliate to whom it may concern. Rule 144145 sellers representation letter for affiliates.
I, the undersigned, submit this form to you in order to present all facts necessary, pursuant to sec rule 144 of the securities act on 1933 by a non affiliate of the issuer, to request and authorize the transfer. Rule 144 provides a non exclusive safe harbor under section 4a1 of the securities act for selling. We were provided with a representation letter from seller stating that seller is not an affiliate of. I speak, read, write, understand, and have a general command of the english. Nonaffiliate and has not been an affiliate during the prior three months restricted securities of reporting issuers. Create beautiful online forms, surveys, quizzes, and so much more. You will be notified if a sale is required to complete this process. In order to obtain the removal, of the legend and stop order relating to the securities and to permit their sale. Under the existing rule, a nonaffiliate may sell restricted securities of a company that satisfies the current public information requirements if the nonaffiliate has held the securities for one year and makes the sales in compliance with the manner of sale, volume limitation and form 144. Under the proposed amendments, form 144 filers would be able to make the required representation as of the date that they adopted written trading plans or gave trading instructions that satisfy rule 10b51c.
In order to reconcile the form 144 representation with rule 10b51, we are proposing to codify this interpretive position. In connection with a proposed sale of the shares, the undersigned will not sell any shares if the company ceases to be in compliance with the current public information reporting requirements under rule 144c1. Sec rule 144 is the most common safe harbor that shareholders of restricted stock in otc markets companies use to sell their shares. Even if you have met the conditions of rule 144, you cant sell your restricted securities to the public until youve gotten the legend removed from the certificate. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. I have filed, or have caused to be filed, a duly executed form 144 and. Computershare or its broker will provide sales proceeds solely to the affiliate for whose account the appointing issuer. This letter is submitted to you and the company in connection with my request that the restrictive legend on the certificates representing the above identified securities the securities be removed pursuant to rule 144 promulgated under the securities act of 1933 rule 144. These interps replace the rule 144 interps in the july 1997 telephone interps manual, as supplemented, and the november 2000.
Securities and exchange commission, and, if applicable, a copy with the corresponding securities exchange in full compliance with rule 144. This broad language of rule 144i1ii prohibits shareholders from utilizing rule 144 to sell their shares in a company that at any time in its existence was a shell company, and renders the word initially in rule 144i virtually meaningless. The shares are restricted securities, as that term is used in rule 144 a3, and i acquired and fully paid for the shares on, in the following manner. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract. I confirm that the company is not, and has not been, a shell issuer as described in rule 144 i1. This blog post discusses rule 144 as it applies to reporting companies only. Rule 144 provides a nonexclusive safe harbor under section 4a1 of the securities act for selling. Section 4a1 opinion for a nonaffiliate of a nonreporting company that has previously been a shell company not rule 144 eligible who has held restricted common stock for more than two years. Therefore, i am free to sell the shares without restriction. Rule 144 has different conditions for affiliates and nonaffiliates. Rule 144 adopted under the securities act of 1933 the act. Rule 144 sellers rep letter worldwide stock transfer. Representation letter one year legal opinion on holding period and non affiliate status or company approval on holding period and non affiliate. Frequently asked questions about rule 144 and rule 145 understanding rule 144 under the securities act of 1933.
Any relative or spouse of mine who shares the same home with me. Rule 144 has three major questions that must be answered before it can be used to remove a restricted legend from a stock certificate. Under rule 144e3viic, securities sold in a transaction that is exempt pursuant to securities act section 4 and does not involve any public offering need not be included in determining the amount of securities that may be sold under rule 144. Proposed sales of shares of common stock the shares of the issuer pursuant to. For nonaffiliate holders of restricted securities, rule 144 provides a safe harbor for the resale of such securities without limitation after six months in the case of issuers that are reporting companies that comply with the current information requirements of rule 144c, and after one year in the case of nonreporting. Affiliates of an issuing company always need a rule 144 opinion before selling any stock of the issuing company, without regard to whether it is restricted stock or stock purchased pursuant to a registration statement or purchased in the open. Only a transfer agent can remove a restrictive legend. I have filed, or have caused to be filed, a duly executed form 144 and two copies with the u. Jan 16, 20 even if you have met the conditions of rule 144, you cant sell your restricted securities to the public until youve gotten the legend removed from the certificate. Shareholder representation letter to remove legend clean. Shareholder representation letter to remove legend. An affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.
Control securities are those held by an affiliate of the issuing company. The company is is not and never has been a shell issuer as described in rule 144 i14. Rule 144145 sellers representation letter affiliates of the issuer 1. This entry was posted in 144 opinions, rule 144 affiliate, sec rule 144 and tagged 144 opinion letter, 144 opinions, matheau stout securities lawyer, matt stout securities lawyer, rule 144, sec rule 144, securities attorney opinion letter by matt stout, otc securities lawyer. Frequently asked questions about rule 144 and rule 145. Logan law firm plc can help if you need a rule 144 legal opinion or other type of opinion regarding the availability of an exemption under the federal securities laws for shares to be sold in the public markets or in a private sale.
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