On June 2, 2022, the U.S. Securities and Exchange Commission (SEC) adopted
rule amendments that require, among other things, Forms 144 to be filed
electronically using the SEC’s EDGAR system, rather than through a paper
filing. Prior to the rule amendments, Forms 144 were permitted to be
submitted either electronically using the SEC’s EDGAR system or in paper
form; traditionally, however, they have been submitted almost exclusively
in paper form.
On October 18,
2022, the SEC
announced that the deadline for compliance with the new electronic filing
requirements for Forms 144 is April 13, 2023.
A Form 144 must be filed with the SEC by an affiliate of an issuer that is
subject to the reporting requirements under Section 13 or 15(d) of the
Securities Exchange Act of 1934 when reselling securities of that issuer in
reliance on Rule 144 under the Securities Act of 1933. Persons generally
included as affiliates are directors, executive officers and large
shareholders. These persons also tend to be subject to the reporting
requirements of Section 16 and, therefore, may already have the codes
needed to make filings through the SEC’s EDGAR system. Note that directors
and executive officers of foreign private issuers generally are not
required to make Section 16 filings and, therefore, may not have EDGAR
During the period of transition to required electronic filings, all
affiliates should ensure that they have the required EDGAR codes. To
determine if an affiliate has an EDGAR account, search the affiliate’s
exact name in the
EDGAR company database. If an affiliate does not have an EDGAR account, the affiliate should
apply for one as soon as possible because an application for an EDGAR
account is not automatically granted, and there may be delays in creating
an account and receiving the EDGAR codes.
Affiliates (or their companies) also should check with their brokers to
confirm that the brokers are implementing the processes needed to file the
Forms 144 electronically.
The electronic Form 144 is fillable online and can be accessed in the same
way other EDGAR online fillable forms can be accessed (via the
EDGAR online forms management website). In the alternative, an affiliate can submit a filer-constructed XML Form
144, provided it complies with the technical specifications explained on
the EDGAR Form 144 XML Technical Specification page on the SEC’s website.