On June 22, the Securities and Exchange Commission proposed amendments to Rule 144 which would, among other things
- shorten the required holding period for restricted securities of reporting companies to six months
- toll the holding period for up to six months for restricted securities if a holder engaged in certain hedging transactions
- eliminate manner of sale restrictions with respect to debt securities;
- increase Form 144 filing thresholds and integrate Form 144 and Form 4 filing requirements; and
- codify several staff interpretive positions on Rule 144, including those relating to surrender of other securities of the same issuer and cashless exercise of derivative securities.
The SEC also proposed amendments to Rule 145 to eliminate the presumptive underwriter position in Rule 145(c) (other than for shell company transactions) and to revise the resale requirements in Rule 145(d).