Photo Credit
Unsplash
View
How to Track Rule 144 After a Private Sale
How to track Rule 144 is a safe-harbor eligibility ledger for restricted or control securities, not an IPO lock-up calendar and not a registration-rights demand count. For each lot, log whether the securities are restricted, whether you are an affiliate, the holding-period start (fully paid date), the six-month or one-year gate that applies, whether current public information is available, any three-month volume cap you must respect, and whether a Form 144 notice is required for the planned sale. Raziel's IPO lockup tracking page is the underwriter contract. Raziel's registration rights tracking page is IRA demand and piggyback rights. This page is Rule 144.
This is not legal, tax, or investment advice. Raziel does not provide it. Copy the SEC conditions and your lot records. Do not invent an exemption.
What this Rule 144 ledger is (and is not)
The U.S. Securities and Exchange Commission's investor publication on Rule 144 explains that Rule 144 is a safe harbor for public resale of restricted and control securities when its conditions are met. Restricted securities are typically acquired in unregistered private sales from the issuer or an affiliate. Control securities are those held by an affiliate (for example an executive officer, director, or large shareholder in a control relationship). Meeting Rule 144 still does not let you sell legend stock until the transfer agent removes the restrictive legend with the issuer's consent (usually an opinion letter). The SEC will not intervene in a legend-removal dispute. That is a state-law and issuer process. A lock-up ending is not automatic Rule 144 clearance.
Seven columns on one Rule 144 row
Open one row per tax lot (or certificate) you may sell into the public market. Attach acquisition paperwork and any Form 144 drafts.
Restricted or control (or both). Copy how you acquired the shares. SEC: if you buy from an affiliate, you take restricted securities even if they were not restricted in the affiliate's hands.
Affiliate status (yes / no). Whether you are (or were within the last three months) an affiliate of the issuer. Non-affiliate treatment after three months away from affiliate status is part of the SEC's non-affiliate summary. Copy your facts. Do not guess.
Holding-period start. SEC: the holding period begins when the securities were bought and fully paid for. For employee options, it begins on exercise, not grant. Gifts from an affiliate tack from the affiliate's acquisition date. Additional purchases of the same class do not reset prior lots.
Holding-period gate. Reporting company under the Exchange Act: at least six months for restricted securities. Non-reporting issuer: at least one year. Holding period applies to restricted securities. Affiliates selling control securities acquired in the public market have no Rule 144 holding period, but other Rule 144 conditions still apply.
Current public information (yes / no). Reporting issuers generally need to be current on Exchange Act reports. Non-reporting issuers need certain public company information available. Non-affiliates who have held at least one year may sell without the other Rule 144 conditions; non-affiliates in the six-month to one-year window on a reporting issuer still need current public information.
Affiliate volume cap. SEC: in any three-month period, an affiliate's equity sales cannot exceed the greater of 1% of the outstanding shares of that class, or (if exchange-listed) the greater of that 1% and the average reported weekly trading volume during the four weeks preceding the Form 144 notice. OTC Bulletin Board and Pink Sheets use the 1% measure only. Sales must be ordinary brokerage transactions.
Form 144 notice (yes / no, filed). SEC: an affiliate must file Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. Store filed date or not required.
Copy the SEC conditions, not a broker email summary
Do not treat a lock-up expiration email as Rule 144 clearance. Do not assume legend removal is automatic when the holding period ends. Contact the issuer or transfer agent for legend procedures. Keep company blackout calendars and any 10b5-1 plan on separate rows so you do not confuse contract, policy, and Rule 144.
When the ledger holds
The row holds if the seven cells are copied from primary records (or marked missing). It fails when you invent a holding period, ignore affiliate volume limits, or book a piggyback registration as a Rule 144 sale. Raziel's startup investment tracker is the book those lots should sit on: documents, dates, and ownership history. Raziel does not clear your Form 144. Copy the seven columns.
