How Does the Public-Resale Safe Harbor Permit Restricted and Control-Security Resales?
Chapters in this video
- 0:00 Restricted vs. control securities: the two stock types
- 1:51 The 90-day affiliate look-back trap
- 2:55 Holding period: six months reporting, 12 months non-reporting
- 4:30 Volume limit: greater of 1% outstanding or four-week average
- 5:19 Manner of sale: brokers' transactions and the mime in the library
- 5:52 Form 144 trigger at 5,000 shares or $50,000
- 6:33 Norm's VIP fast pass: the non-affiliate shortcut
- 7:39 Rapid-fire exam recap
What this video covers
- The two categories of securities subject to resale restrictions: restricted securities (acquired in unregistered exempt transactions) and control securities (held by an affiliate)
- Why a single block can be both restricted and control, triggering the full safe-harbor condition set rather than an either/or analysis
- The 90-day look-back rule that prevents departing directors and officers from shedding affiliate status immediately upon resignation
- The six-month holding period for reporting issuers versus the 12-month holding period for non-reporting issuers, and the common flat-12 myth trap
- How the volume limitation works as the greater of 1% of outstanding shares or the four-week average weekly trading volume, and why the greater-of structure matters
- The manner-of-sale requirement for equity: brokers' transactions with no solicitation, or direct sale to a market maker, and the narrower rule for debt
- The Form 144 filing trigger of 5,000 shares or $50,000 in aggregate proceeds in any three-month period, and why this is an or test, not an and test
- Why non-affiliates face a dramatically reduced burden, and how the 12-month holding period in a reporting issuer eliminates all remaining conditions
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