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 codes.
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.