What is cashless Redemption of Public Warrants?
A cashless conversion is the direct conversion of ownership, from one type of security to another, without any initial cash outlay by the holder. For instance, the conversion of a convertible bond from debt to equity in the form of common stock.
What is a Rule 144 date?
The Rule 144 date is the start of the holding period for which a controlled or restricted security must be held before resale. If the issuing company is a reporting company with regards to the Securities Exchange Act of 1934, the qualifying holding period is six months.
How long is a Form 144 good for?
three months
How long is the Form 144 good for? For an affiliate of an issuing company, each Form 144 is good for three months from the filing date.
Who is an affiliate for Rule 144 purposes?
Rule 144 at (a)(1) defines an “affiliate” of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.”
What is a cashless warrant exercise?
A cashless exercise enables the investor to pay the exercise price by having the issuer withhold stock otherwise issuable under the warrant. A cashless exercise feature allows the investor to receive, upon exercise of the warrant, 750 shares of stock without paying any cash.
What does a cashless exercise mean?
same-day sale
A cashless exercise, also known as a “same-day sale,” is a transaction in which an employee exercises their stock options by using a short-term loan provided by a brokerage firm. The proceeds from exercising the stock options are then used to repay the loan.
Who must file a Form 144?
Form 144 must be filed with the SEC by an affiliate as a notice of the proposed sale of securities when the amount to be sold under Rule 144 during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000.
Is the SEC Rule 144 available to the issuer?
Answer: No. Rule 144 is not available to the issuer of the securities. See Release No. 33-5306. [April 2, 2007] Question: How long must an underwriter wait before it resells the unsold portion of a sticky public offering as if it were compensation?
Why was Rule 144 added to the law?
Since it is difficult to ascertain the mental state of the purchaser at the time of an acquisition of securities, prior to and since the adoption of Rule 144, subsequent acts and circumstances have been considered to determine whether the purchaser took the securities “with a view to distribution” at the time of the acquisition.
What does without recourse mean in Rule 144?
Answer:The phrase “without recourse” appearing in Rule 144(d)(3)(iv) refers to recourse against the pledgor personally in the usual situation where the pledgor and borrower are the same person.
Can a railroad equipment trust be resold under Rule 144?
A company issued securities under Section 3 (a) (6) (exemption for interests in a railroad equipment trust), but has lost its eligibility to use that exemption in the future. Shares held by affiliates of the company may be resold pursuant to the provisions of Rule 144 (except for the holding period provisions).