TheCorporateCounsel.net

Well, you can’t say we haven’t warned you about a couple of looming compliance deadlines for recent rule changes – but we’ll do it again anyway with the help of this White & Case memo. The memo reminds readers that the new 10b5-1 checkboxes for Form 4s & 5s will be required beginning April 3rd and that electronic Form 144s will be required beginning on April 13th. This excerpt highlights the actions that affiliates who trade in reliance on Rule 144 may need to take prior to the deadline:

Importantly, affiliates required to file Forms 144 should obtain and/or confirm their EDGAR codes needed to make the required electronic filings well ahead of a planned sale. For directors and executive officers selling issuer equity securities, issuers should be prepared to obtain and/or confirm those codes on their behalf, and should also check with brokers used by the company and insiders to confirm that the necessary steps are being taken to make the electronic Form 144 filings on a timely basis.

Directors and executive officers of foreign private issuers (“FPIs”) do not typically have EDGAR codes; therefore, before Form 144 electronic filings become mandatory, FPIs will need to apply for and receive EDGAR codes for all of their directors and executive officers who may rely on Rule 144 for sales of issuer equity securities.

If you have questions on Rule 144, don’t forget our Rule 144 Forum, where Robert Barron has been responding to our members’ questions for more than 20 years. If you have questions on the new checkbox requirement, the recent changes in gift reporting, or any other Section 16 issues, you can use the Q&A Forum on Section16.net to direct them to Alan Dye – and that alone is reason enough to subscribe if you don’t already! Please email sales@ccrcorp.com or visit our membership center to subscribe to this invaluable resource online.

– John Jenkins