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Liz recently blogged about the SEC’s announcement of an April 13, 2023 deadline for the transition to electronic Form 144 filings. This Perkins Coie blog has some practical advice on what companies should be doing in advance of that deadline to prepare for electronic filings – whether or not they plan to continue to rely on brokerage firms to make Form 144 filings for their affiliates.  This excerpt discusses the need to come up with filing procedures for your company, your affiliates and their brokers:

Come up with a plan for how to handle Form 144 filings so they don’t slip through the cracks:

– Will you try to mandate that your insiders’ brokers continue to make the Form 144 filings on behalf of your insiders?

– Do you want to take on the responsibility for filing these forms to ensure they get filed on time and correctly?

– Consider whether your existing insider trading policy currently requires your insiders to pre-clear all transactions, and if not, whether you should recommend adding that feature as a way to help your insiders remember to provide you with advance notice of any contemplated sales so that you can prepare and timely file the Form 144.

Whatever your plan is, communicate it to all relevant parties so everyone is on the same page before this new requirement kicks in six months from now

The blog also addresses a number of other topics, including the need to obtain EDGAR codes for some affiliates that may not already have them, and the need to communicate with your affiliates and their brokers about filing responsibilities.

– John Jenkins