The Corp Fin staff is once again addressing logistical difficulties that have cropped up in light of COVID-19—this time it’s the submission of Forms 144 in paper. In this statement, the staff is providing temporary relief with regard to paper Forms 144 submitted during the period from April 10 through June 30, 2020. In the statement, the staff advises that it will not recommend enforcement action if, in lieu of mailing or delivering paper Forms 144 under Rules 101(b)(4) or 101(c)(6) of Reg S-T, the filer (or submitter) attaches a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov.
If the filer is unable to provide a manual signature on the Form 144 submitted by email, the staff offers relief similar to the remedy provided last month for problems with manual signatures. (See this PubCo post.) The staff will not recommend enforcement action if the filer provides a typed form of signature in lieu of the manual signature and:
- “the signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the electronic submission and provides such document, as promptly as practicable, upon request by Division or other Commission staff;
- such document indicates the date and time when the signature was executed; and
- the filer or submitter (with the exception of natural persons) establishes and maintains policies and procedures governing this process.”
Of course, Forms 144 may still be submitted to the SEC mailroom; however, the staff cautions, there may be delays in the processing of these documents. The staff reminds all signatories of the penalties for false and misleading statements.
For guidance on the legal, regulatory and commercial implications of the COVID-19 pandemic, see our Cooley coronavirus resource hub.