February 23, 2023
A Little Bit of Extra Time: SEC Extends Filing Window for Form 144
Last June, the SEC adopted rule amendments to require that Form 144 be filed electronically, eliminating the paper filing option (except in the case of transactions in the securities of non-reporting companies). Electronic filing of Form 144 will begin on April 13, 2023. This rule change has caused a bit of havoc for some issuers because Form 144 filings have typically been made by brokers who execute the transactions for affiliates, but some brokers now seem to be less interested in doing so with the advent of electronic filing and insiders are looking to issuers to assist with the filings.
As the rules stand today, a Form 144 submitted after 5:30 p.m. US Eastern Time is deemed to be filed on the next business day. Yesterday, the SEC adopted an amendment to Regulation S-T to extend the filing deadline for Form 144 from 5:30 p.m. to 10 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, on Commission business days, the same extended filing window that is available for Form 3, 4 or 5 or Schedule 14N. The SEC also corrected some errors with the original adopting release. These amendments are effective on March 20, 2023.
– Dave Lynn