Does the Issued and Outstanding Matter When Selling Restricted Stock Under Rule 144?

Yes, it does.  While drafting a restricted stock opinion using Rule 144, an experienced securities attorney like Matt Stout will review the Issuer’s profile at OTCMarkets.com.   The Company Info tab provides useful information such as the total issued and outstanding shares of common stock, which is essential information for Rule 144.

Under SEC Rule 144, a Shareholder must not own greater than ten (10%) percent of the Company’s issued and outstanding shares any class of stock.  Usually this will refer to common stock–both free trading and restricted stock. This applies to any Issuer, whether it is an OTC Bulletin Board (OTCBB), or an OTC Markets OTCQX, OTCQB, Pink Sheet or even an Issuer listed on a national exchange like NASDAQ or NYSE MKT.

If the Issuer is up to date in its OTC Markets filings, the issued and outstanding shares will be current, as well.   Depending on how recently the Issuer’s Transfer Agent updated its shareholder list, the information may be just a few days old, or it may date to the previous quarter or fiscal year end.

This information is cited in the Rule 144 opinion by securities lawyers since it can help demonstrate that a Shareholder is not an insider or “Affiliate” by virtue of owning more than 10% of the Issuer’s voting stock. If the Shareholder is classified as an Affiliate, there are trading volume limitations on the sale of Affiliate stock.

Shareholder with questions on clearing and selling restricted stock under Rule 144 can contact securities lawyer Matheau J. W. Stout, Esq. at (410) 429-7076 or mstout@otclawyers.com.

Rule 144 Exemptions for Non Affiliates Selling Restricted Stock

Rule 144 Opinions Discuss Safe Harbor Requirements

Shareholders of restricted stock who are not Affiliates now, or for the past ninety (90) days can sell their restricted stock under Rule 144 if the stock has been held by the Shareholder for a minimum of one (1) year.

Rule 144 Is More Lenient on OTC Bulletin Board Companies That Provide Current Public Information

If the Issuing Company of the stock is subject to the Exchange Act reporting requirements (typically reporting by posting regular filings, and listed on the OTC Bulletin Board, NASDAQ, etc) and the Shareholder has owned the stock  for at least six (6) months but less than one (1)  year, the SEC allows the Shareholder to sell the restricted stock, provided that the Company has satisfied the requirement to provide current public information to investors.

This requirement is researched by a securities attorney when drafting a 144 opinion letter and companies that file the typical 10-Q, 10-K and 8 reports with regularity and on time for the year prior to the Shareholder’s proposed sale of under 144 generally meet that requirement