Affiliate Trading Volume Formula According to the SEC
If now, or within the past ninety days, you have been an Officer, Director, Control Person, or if you beneficially own more than Ten Percent of an Issuer, you are an Affiliate according to the SEC.
Affiliates of OTC Bulletin Board and Pink Sheet Issuers
If you are an Affiliate of an Issuer trading on the OTCMarkets, OTC Bulletin Board or Pink Sheets, the number of equity securities you are allowed to sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold. You must file a Notice of Sale on Form 144 with the SEC for each sale. An experienced securities attorney can quickly walk you through this process.
Affiliates of Issuers Listed on a Stock Exchange Have Another Option
If you happen to be an Affiliate of an Issuer listed on a stock exchange, such as NYSE or NASDAQ you could sell up to the greater of 1% or the average reported weekly trading volume during the four weeks prior to the filing of Form 144.
However, Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
The first step in removing the restricted legend from a stock certificate under Rule 144 is to contact a qualified securities attorney who has expertise in drafting 144 legal opinions.
Only the Issuer’s Transfer Agent can remove a restrictive legend from the cert, and usually cannot happen unless the Shareholder’s request is accompanied by a Rule 144 opinion letter from securities counsel. Although the consent of the Issuer is helpful, it is not necessary, especially if the Issuer is uncooperative.
If the securities lawyer drafting the opinion is well known by the Transfer Agent due to having drafted 144 legal opinions many times in the past, and the requirements under SEC Rule 144 have clearly been met, the restricted legend can be removed even over the Issuer’s objection.
According to the SEC, removing the restricted legend can be “a complicated process requiring you to work with an attorney who specializes in securities law” and that is true. However, for securities attorneys who frequently draft 144 legal opinions, like the Law Office of Matheau J. W. Stout, Esq., the turn around time for such a letter can be as little as one day if all of the shareholder’s documentation is presented at the outset.