Series 79 practice questionhardRule 144
A venture capital fund received restricted shares of a reporting company through a private placement 8 months ago. The fund is not an affiliate of the company. The fund wants to sell all of its 2 million shares (representing 3% of outstanding shares). Which conditions must be met under Rule 144?
- AThe fund must comply with volume limitations, manner of sale requirements, file Form 144, and ensure current public information is available
- BNo conditions apply because the holding period has been met
- CSince the six-month holding period is met and the fund is a non-affiliate, the fund only needs to ensure current public information is available about the issuer; volume limitations do not apply to non-affiliates after six months✓ Correct answer
- DThe fund must register the shares on Form S-1 because the sale exceeds 1% of outstanding shares
Explanation
Why C — Since the six-month holding period is met and the fund is a non-affiliate, the fund only needs to ensure current public information is available about the issuer; volume limitations do not apply to non-affiliates after six months
For non-affiliates of a reporting company who have held restricted securities for between six months and one year, the only requirement under Rule 144 is that current public information about the issuer must be available (i.e., the issuer is current in its SEC filings). Volume limitations, manner of sale requirements, and Form 144 filing obligations do not apply to non-affiliates. After one year, even the current public information requirement falls away for non-affiliates, and the securities can be freely resold without any Rule 144 conditions.
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