|
Overview
|
 Rule
144(c) provides one of the conditions to use of
Rule 144
- Specifies the information about the issuer that
must be publicly available
For
reporting companies
- Current public information is deemed available if
the issuer has been subject to the Exchange Act reporting requirements for at
least 90 days and has filed all required reports (other than Form 8-K reports)
during the 12
months preceding the sale (or such shorter period that the issuer was required
to file such reports)
- Reporting company defined
For
non-reporting companies
- Current public information is deemed available if
the information specified in Rule 144(c)(2) is publicly available for such
issuer
|
Effective February 15, 2008
Rule 144(c)
- (c) Current public information. Adequate current public information
with respect to the issuer of the securities must be available. Such information
will be deemed to be available only if the applicable condition set forth in
this paragraph is met:
(1) Reporting Issuers. The issuer is, and has been for a period of at least 90
days immediately before the sale, subject to the reporting requirements of
section 13 or 15(d) of the Exchange Act and has filed all required reports under
section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months
preceding such sale (or for such shorter period that the issuer was required to
file such reports), other than Form 8-K reports (249.308 of this chapter); or
(2) Non-reporting Issuers. If the issuer is not subject to the reporting
requirements of section 13 or 15(d) of the Exchange Act, there is publicly
available the information concerning the issuer specified in paragraphs
(a)(5)(i) to (xiv), inclusive, and paragraph (a)(5)(xvi) of 240.15c2-11
of this chapter, or, if the issuer is an insurance company, the information
specified in section 12(g)(2)(G)(i) of the Exchange Act (15 U.S.C. 78l(g)(2)(G)(i)).
___________
Note to 230.144(c). With respect to paragraph (c)(1), the person can rely upon:
1. A statement in whichever is the most recent report, quarterly or annual,
required to be filed and filed by the issuer that such issuer has filed all
reports required under section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months (or for such shorter period that the issuer was
required to file such reports), other than Form 8-K reports (249.308 of this
chapter), and has been subject to such filing requirements for the past 90 days;
or
2. A written statement from the issuer that it has complied with such reporting
requirements.
3. Neither type of statement may be relied upon, however, if the person knows or
has reason to believe that the issuer has not complied with such requirements.
____
Note added by 2008 Changes |
Effective until February 15, 2008
Rule 144(c)
- Current Public Information. There shall be available adequate current
public information with respect to the issuer of the securities. Such
information shall be deemed to be available only if either of the following
conditions is met:
1. Filing of Reports. The issuer has securities registered pursuant to Section
12 of the Securities Exchange Act of 1934, has been subject to the reporting
requirements of Section 13 of that Act for a period of at least 90 days
immediately preceding the sale of the securities and has filed all the reports
required to be filed thereunder during the 12 months preceding such sale (or for
such shorter period that the issuer was required to file such reports); other
than Form 8-K reports (Rule 249.308 of this chapter); or has securities
registered pursuant to the Securities Act of 1933, has been subject to the
reporting requirements of section 15(d) of the Securities Exchange Act of 1934
for a period of at least 90 days immediately preceding the sale of the
securities and has filed all the reports required to be filed thereunder during
the 12 months preceding such sale (or for such shorter period that the issuer
was required to file such reports), other than Form 8-K reports (Rule 249.308 of
this chapter). The person for whose account the securities are to be sold shall
be entitled to rely upon a statement in whichever is the most recent report,
quarterly or annual, required to be filed and filed by the issuer that such
issuer has filed all reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), other than
Form 8-K reports ( 249.308 of this chapter), and has been subject to such
filing requirements for the past 90 days, unless he knows or has reason to
believe that the issuer has not complied with such requirements. Such person
shall also be entitled to rely upon a written statement from the issuer that it
has complied with such reporting requirements unless he knows or has reasons to
believe that the issuer has not complied with such requirements.
2. Other Public Information. If the issuer is not subject to Section 13 or 15(d)
of the Securities Exchange Act of 1934, there is publicly available the
information concerning the issuer specified in paragraphs (a)(5)(i) to (xiv),
inclusive, and paragraph (a)(5)(xvi) of Rule 15c2-11 under that Act or, if the
issuer is an insurance company, the information specified in Section 12(g)(2)(G)(i)
of that Act.   |
Other Matters
SEC FAQs
SEC_CODE_REF_0090001192884
|
SEC
Interpretive Release 33-6099 1979
Rule
144(c)
Rule
144(c)(1)
- 107.01
S-1 effective date
- 107.02
Current but not timely
- 107.03
Investment Company reports
- 207.01
Form 12b-25 late filing
- 207.02
Voluntary filing issuer
- 207.03
Current status - Shouldn't ask SEC staff
- 207.04
Subsidiary guaranteed by parent
Rule
144(c)(2)
|
Related Topics
|
