SA Transaction Exemption: Rule 144 and Rule 145

Overview

Securities Act Rule 144 allows for the public sale of "restricted" and "control" securities (as each term is defined in the Rule), without registration under the Securities Act, provided that certain conditions are met. These conditions include matters such as the holding period (or deemed holding period) of the seller, the availability of current public information about the issuer, the amount of securities to be sold relative the recent volume of trading in the relevant security, the manner in which the securities are to be sold, and the requirement in some cases that a notice must be filed with the SEC.

Rule 145 provides that exchanges of securities in connection with reclassifications of securities, mergers or consolidations, or asset transfers subject to shareholder vote, constitute sales of securities. It provides the conditions under which persons who have received securities in such a transaction may resell these securities.

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