Form 144:
Form 144 data is considered by many to be the second most useful stream of insider information the SEC has to offer. This Form is filed by people holding unregistered securities as the final part of a process that exempts the shares from being registered with the SEC before being sold in the open market. Form 144s are therefore a harbinger of the insider selling activity that may be filed with the SEC in the near future.
According to the Securities Exchange Act of 1933, securities must be registered with the SEC before being issued to the public. But the SEC isn't so anal in its mandate to protect individual investors not to realize that the gruesome burden of disclosure doesn't make sense all the time. There are numerous exemptions from registration that give companies the ability to issue small amounts of shares directly to somebody as part of a stock bonus, pension, or profit-sharing plan, a private placement, or several other reasons. Under Rule 144 of the Code of Federal Regulations, the people who receive these restricted securities also don't need to register them when they finally sell the shares in the open market. Rule 144 does hold up a few hoops for sellers of unregistered shares to jump through before they can unload, but the requirements generally make sure that the amount of shares is reasonably small, and that the seller isn't an underwriter.
Criteria met, a person may file a Form 144 with the SEC giving notice of their intent to sell a specified number of unregistered shares within the next three months. The Form 144 does not commit the filer to sell the shares indicated on the Form within three months, but if they aren't, the Form 144 must be amended.
Typically, however, the shares indicated on a Form 144 have probably already been sold by the time you see the document. If the seller is an insider, they may actually file the Form 144 and Form 4 sale at the same time. This makes sense. After all, why would the holder go through the paperwork of a Form 144 unless they were ready to pull the trigger? In any case, Form 144s still indicate that somebody has, or is expected to, sell shares. That's useful information to at least keep in the back of you mind when researching a new investment idea, or following a stock you own.
A last little vaguery to explain about 144s is that you will not always see a Form 4 filed to record the sale of the restricted shares signalled by a 144. This is for the simple reason that not all holders of restricted shares are "insiders" by the SEC's definition. This is why you sometimes see the relationship of the person filing a Form 144 indicated as "Unknown" or "None". |
