How Does the Public-Resale Safe Harbor Permit Restricted and Control-Security Resales?

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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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