To: scion who wrote (19274 ) 2/26/2010 9:03:36 PM From: scion Respond to of 19428 Final Rule: Revisions to Rules 144 and 145: A brief summary of financial proposals filed with and actions by the SEC Final Rule: Revisions to Rules 144 and 145. U.S. SECURITIES AND EXCHANGE COMMISSION (SEC). 33-8869; 12 06 07 Final Rule: Revisions to Rules 144 and 145. S7-11-07] RIN 3235-AH13 REVISIONS TO RULES 144 AND 145 AGENCY: Securities and Exchange Commission. In addition, the amendments simplify the Preliminary Note to Rule 144, amend the manner of sale requirements and eliminate them with respect to debt securities, amend the volume limitations for debt securities, increase the Form 144 filing thresholds, and codify several staff interpretive positions that relate to Rule 144. Six-Month Rule 144(d) Holding Period Requirement for Exchange Act Reporting Companies 2. Tolling Provision C. Amendments to the Manner of Sale Requirements Applicable to Resales by Affiliates D. Changes to Rule 144 Conditions Related to Resales of Debt Securities by Affiliates 1. Since its adoption, we have reviewed and revised Rule 144 several times. sec.gov [...] We are adopting, as proposed, the amendment to prohibit the resale of securities of a company that is a reporting or a non-reporting shell. [171] Under the amended rules, Rule 144 will not be available for the resale of securities initially issued by either a reporting or non-reporting shell company (other than a business combination related shell company) or an issuer that has been at any time previously a reporting or non-reporting shell company, unless the issuer is a former shell company that meets all of the conditions discussed below.[172] [...] [172] Rule 144(i) does not prohibit the resale of securities under Rule 144 that were not initially issued by a reporting or non-reporting shell company or an issuer that has been at any time previously such a company, even when the issuer is a reporting or non-reporting shell company at the time of sale. Contrary to commenters’ concerns, Rule 144(i)(1)(i) is not intended to capture a “startup company,” or, in other words, a company with a limited operating history, in the definition of a reporting or non-reporting shell company, as we believe that such a company does not meet the condition of having “no or nominal operations.” sec.gov