United States Government Publishing Office publisher pbl distributor dst United States National Archives and Records Administration Office of the Federal Register author aut Government Organization text government publication eng FR Regulatory Information 2007_register executive 2010-09-22 article Part IV Proposed Rules D09002ee1c80a901e D09002ee1c80a9138 United States Securities and Exchange Commission originator org United States Government Agency or Subagency Rule 144 under the Securities Act of 1933 creates a safe harbor for the sale of securities under the exemption set forth in Section 4(1) of the Securities Act. We are proposing a six-month holding period requirement under Rule 144 for "restricted securities" of companies that are subject to the reporting requirements of the Securities Exchange Act of 1934. The proposed six-month holding period for restricted securities of reporting companies would be extended, for up to an additional six months, by the amount of time during which the security holder has engaged in hedging transactions. Restricted securities of companies that are not subject to the Exchange Act reporting requirements would continue to be subject to a one-year holding period prior to any public resale. We also propose to substantially reduce the restrictions on the resale of securities by non-affiliates. In addition, we propose to simplify the Preliminary Note to Rule 144, eliminate the manner of sale restrictions with respect to debt securities, increase the Form 144 filing thresholds, and codify several staff interpretive positions that relate to Rule 144. We also solicit comment on how best to coordinate Form 144 and Form 4 filing requirements. Finally, we propose amendments to Securities Act Rule 145, which establishes resale limitations on certain persons who acquire securities in business combination transactions, to eliminate the presumptive underwriter position in Rule 145(c), except for transactions involving a shell company, and to revise the resale requirements in Rule 145(d). We believe that the proposed changes will increase the liquidity of privately sold securities and decrease the cost of capital for all companies without compromising investor protection. 72 FR 36822 https://www.govinfo.gov/app/details/FR-2007-07-05/07-3217 07-3217 fr05jy07-26 RIN 3235-AH13 8010-01-P Release No. 33-8813 File No. S7-11-07 https://www.govinfo.gov/app/details/FR-2007-07-05/07-3217 https://www.govinfo.gov/content/pkg/FR-2007-07-05/html/07-3217.htm https://www.govinfo.gov/content/pkg/FR-2007-07-05/pdf/07-3217.pdf Advertising Reporting and Recordkeeping Requirements Securities 28 p. 36822 36849 72 FR 36822 Title 17 Part 230 17 CFR Part 230 Title 17 Part 239 17 CFR Part 239 RIN 3235-AH13 Revisions to Rule 144 and Rule 145 to Shorten Holding Period for Affiliates and Non-Affiliates; Federal Register Vol. 72, Issue PRORULE 07-3217 IV SECURITIES AND EXCHANGE COMMISSION 2007-09-04 Release No. 33-8813 File No. S7-11-07 8010-01-P 07-3217 Proposed rule.

Rule 144 under the Securities Act of 1933 creates a safe harbor for the sale of securities under the exemption set forth in Section 4(1) of the Securities Act. We are proposing a six-month holding period requirement under Rule 144 for "restricted securities" of companies that are subject to the reporting requirements of the Securities Exchange Act of 1934. The proposed six-month holding period for restricted securities of reporting companies would be extended, for up to an additional six months, by the amount of time during which the security holder has engaged in hedging transactions. Restricted securities of companies that are not subject to the Exchange Act reporting requirements would continue to be subject to a one-year holding period prior to any public resale. We also propose to substantially reduce the restrictions on the resale of securities by non-affiliates. In addition, we propose to simplify the Preliminary Note to Rule 144, eliminate the manner of sale restrictions with respect to debt securities, increase the Form 144 filing thresholds, and codify several staff interpretive positions that relate to Rule 144. We also solicit comment on how best to coordinate Form 144 and Form 4 filing requirements. Finally, we propose amendments to Securities Act Rule 145, which establishes resale limitations on certain persons who acquire securities in business combination transactions, to eliminate the presumptive underwriter position in Rule 145(c), except for transactions involving a shell company, and to revise the resale requirements in Rule 145(d). We believe that the proposed changes will increase the liquidity of privately sold securities and decrease the cost of capital for all companies without compromising investor protection.

Comments should be received on or before September 4, 2007. Katherine Hsu, Special Counsel, and Ray Be, Special Counsel, Office of Rulemaking, Division of Corporation Finance, at (202) 551-3430, 100 F Street, NE., Washington, DC 20549. Advertising Reporting and Recordkeeping Requirements Securities Securities: Restricted securities; holding period for affiliates and non-affiliates, rule-comments@sec.gov FT.com http://www.abanet.org/buslaw/committees/CL410000pub/comments/20070322000000.pdf http://www.regulations.gov http://www.sec.gov/info/smallbus/acspc.shtml http://www.sec.gov/news/press.shtml http://www.sec.gov/news/studies/capform.htm http://www.sec.gov/rules/proposed.shtml Vol. 72, no. 128 Office of the Federal Register, National Archives and Records Administration 2007-07-05 continuing daily deposited born digital 278 p. Table of Contents: AE 2.7: GS 4.107: AE 2.106: KF70.A2 https://www.govinfo.gov/app/details/FR-2007-07-05 P0b002ee180941b18 0097-6326 0042-1219 0364-1406 769-004-00000-9 000582072 f:fr05jy07 https://www.govinfo.gov/app/details/FR-2007-07-05 https://www.govinfo.gov/content/pkg/FR-2007-07-05/pdf/FR-2007-07-05.pdf https://www.govinfo.gov/content/pkg/FR-2007-07-05/xml/FR-2007-07-05.xml fdlp 36589 36857 DGPO 2010-09-22 2024-06-05 FR-2007-07-05 machine generated eng FR FR-2007-07-05 72 128