Last week the SEC proposed amendments to Rule 144 which would, among other things, mandate electronic filing of Form 144 and change the filing deadline to coincide with the filing deadline for Form 4 (i.e., two business days after the execution date or deemed execution date of the reported sale), whether or not the filer also is required to file a Form 4. A seller required to file both a Form 144 and a Form 4 would be permitted (but not required) to file both forms through a single user interface which would use the information entered to create separate Form 4 and Form 144 filings. Filers could choose to continue to file their Forms 144 separately from their Forms 4, so the proposed changes would not necessarily affect the usual allocation of filing responsibilities between brokers and Section 16 compliance personnel.
In the same release, the Commission proposed to amend Form 4 and Form 5 to add a checkbox which an insider could check to indicate that a reported transaction occurred pursuant to Rule 10b5-1(c). Currently, many insiders elect to disclose in a footnote that a reported transaction occurred pursuant to a Rule 10b5-1 trading plan or instruction, to explain the reason for or the timing of the reported transaction. Disclosure of a 10b5-1plan still would be voluntary, but the proposed checkbox is intended to offer insiders an alternative to a footnote. Insiders could, though, elect to use the checkbox, a footnote or both.
-Alan Dye, Section16.net December 28, 2020
