• An affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.                                                         
  ______

• For other SEC definitions of affiliate,
  see Definitions - Affiliate

• The term person when used with reference to a person for whose account securities are to be sold in reliance upon this rule includes, in addition to such person, all of the following persons:
  
  i. Any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person;
  
  ii. Any trust or estate in which such person or any of the persons specified in paragraph (a)(2)(i) of this section collectively own ten percent or more of the total beneficial interest or of which any of such persons serve as trustee, executor or in any similar capacity; and
  
  iii. Any corporation or other organization (other than the issuer) in which such person or any of the persons specified in paragraph (a)(2)(i) of this section are the beneficial owners collectively of ten percent or more of any class of equity securities or ten percent or more of the equity interest.                                                      

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• SEC Interpretive Release 33-6099  1979

• II.A.1  144(a)(2)(i)
• II.A.2  144(a)(2)(ii)
• II.A.3  144(a)(2)(iii)

• Also see SEC FAQs
  ______

• For other SEC definitions of person,
  see Definitions - Person

(i) Private placement securities

• Securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering;

• Securities acquired from the issuer that are subject to the resale limitations of Rule 502(d) under Regulation D or Rule 701(c);

• Securities acquired in a transaction or chain of transactions meeting the requirements of Rule 144A;

• Securities acquired from the issuer in a transaction subject to the conditions of Regulation CE;

• Equity securities of domestic issuers acquired in a transaction or chain of transactions subject to the conditions of Rule 901 or Rule 903 under Regulation S (Rules 901 through 905 and Preliminary Notes);

• Securities acquired in a transaction made under 230.801 to the same extent and proportion that the securities held by the security holder of the class with respect to which the rights offering was made were, as of the record date for the rights offering, "restricted securities" within the meaning of this paragraph (a)(3);
  _____
  Text revised by 2008 Changes

• Securities acquired in a transaction made under 230.802 to the same extent and proportion that the securities that were tendered or exchanged in the exchange offer or business combination were restricted securities within the meaning of this paragraph (a)(3); and
  _____
  Text revised by 2008 Changes

• Securities acquired from the issuer in a transaction subject to an exemption under section 4(6) (15 U.S.C. 77d(6)) of the Act.

Added by 2008 Changes

                                                                                             

SEC FAQs

• SEC Interpretive Release 33-6099 1979

• II.A.4  144(a)(3)

• Also see SEC FAQs

• 1.  Any security other than an equity security as defined in 230.405;
• 2.  Non-participatory preferred stock, which is defined as non-convertible capital stock, the holders of which are entitled to a preference in payment of dividends and in distribution of assets on liquidation, dissolution, or winding up of the issuer, but are not entitled to participate in residual earnings or assets of the issuer; and
• 3.  Asset-backed securities, as defined in 229.1101 of this chapter.                                                   

______

• Added by Final release 33-8869  Dec 2007

• Securities owned by a person who is an affiliate of the issuer, regardless of how the affiliate acquired the securities

• Rule 144 regulates the resale of control securities as well as restricted securities

• Term is not expressly defined in Rule 144

• Shareholders who have control will be deemed to be affiliates, and thus ineligible for the Securities Act §4(1) exemption
• Control is defined by Rule 405 as:
  The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
• Covers participation in management as an officer or a director
• Likely to cover 10% or more equity ownership,
  whether individually or in a group,
  whether or not actively exercised

• See SEC Final Release 33-8869 2007