Since September 23, 2022, the Securities and Exchange Commission (the “SEC") Electronic Data Gathering, Analysis, and Retrieval (“EDGAR") system has been ready to accept electronic Form 144 filings, pursuant to the SEC’s recent amendments requiring certain Forms 144 to be filed electronically. Filers have approximately six months from September 2022 to transition to electronic filing of Forms 144. The SEC’s compliance date is April 13, 2023.
Which Forms 144 Are Affected by the Amendments?
On June 2, 2022, the SEC adopted amendments that require certain Forms 144 to be filed electronically on the EDGAR system. The amendments seek to update and simplify Form 144, a notice form that must be filed with the SEC by an affiliate of an issuer who intends to resell restricted or control securities of such issuer in reliance upon Rule 144 (Our post from January 5, 2021 discussed the proposed amendments in more details).
The amendments will affect Forms 144 related to the sale of securities of an issuer subject to the reporting requirements under Section 13 or 15(d) of the Securities and Exchange Act of 1934. In contrast, Forms 144 related to the sale of the securities of non-reporting companies should continue to be reported exclusively in paper.
Online Fillable Form 144 or Filer-Constructed XML Submission, and Bulk Filing
Filers may comply with the electronic filing requirement by completing an online fillable Form 144 on EDGAR. The form is similar to other EDGAR online fillable forms, such as Forms D, 3, 4, and 5. Alternatively, filers may submit a filer-constructed XML Form 144 on EDGAR.
Multiple Forms 144 for different filers may be submitted on EDGAR through a bulk filing function. For example, a broker-dealer could bulk file Forms 144 simultaneously on EDGAR for multiple clients.
Links to detailed instructions on electronic filings of Form 144 are provided below:
- Detailed instructions for completing the fillable electronic Form 144 are available in Section 8.1.5 of the EDGAR Filer Manual, Volume II.
- Detailed instructions for filer-constructed XML submissions on EDGAR can be found in the EDGAR Filer Manual, Volume II, Chapters 7-9)
- For more information on bulk filing, see Section 7.3.13 of the EDGAR Filer Manual, Volume Il.
We would like to thank Rodrigo Surcan from our New York office and To Nhu Huynh from our Houston office for their work on this post.
Updated 10/18/2022