Tag: electronic Form 144
Extra hours to file Form 144—should the deadline be extended for all filings, Uyeda asks?
A couple of days ago, the SEC amended Reg S-T to extend the filing deadline for Form 144 from 5:30 p.m. to 10:00 p.m. Eastern Time. You may remember that, in June last year, the SEC adopted amendments to require electronic submission of several forms that could then be submitted on paper, including, for reporting companies, Form 144 (beginning April 13, 2023). (See this PubCo post.) Form 144 was then transformed into an online fillable document, similar to Form 4, designed to facilitate electronic filing and to be machine-readable and available for automated and efficient analysis. Prior to this week’s amendment to Reg S-T, a Form 144 submitted by direct transmission after 5:30 p.m. was deemed filed the next business day. Under the new amendments, effective March 20, a “Form 144 that otherwise complies with applicable filing requirements that is submitted by direct transmission after 5:30 p.m., but no later than 10:00 p.m., will be deemed filed the same business day.”
“The electronic Form 144 may be a big change, but it doesn’t have to feel like one!”
That’s the headline on a sidebar on the SEC’s newest Form 144 EDGAR page, providing psychological support and comfort to ease the trauma—I mean the transition—for new filers of electronic Forms 144. You might recall that, in June, the SEC adopted rule amendments that require electronic submission of Forms 144 related to the sale of securities of Exchange Act reporting companies. According to SEC Chair Gary Gensler, in “fiscal year 2021, more than half of all filed Form 144 forms—30,000 in total—were filed on paper. In a digital age, it’s important for investors to have easy, online access to material information, rather than needing to visit SEC facilities to access that information. This is particularly important during Covid-19, which has made in-person visits to access these filings even more challenging. Even when access to physical copies isn’t restricted, there are other costs associated with paper filings. It costs investors money and time to travel to the SEC’s reading room. It costs the SEC money and time to process paper filings. These amendments will reduce costs and drive more efficiencies for investors, filers, and the SEC.” (See this PubCo post.) The SEC has now posted the updated EDGAR Filer Manual instructions for electronic filing of Forms 144, commencing the transition; electronic filing will become mandatory in about six months. To facilitate the transition, the SEC has put together FAQs, step-by-instructions and a “wealth” of other resources to assist new electronic filers. There’s even a communications toolkit with the message “Don’t panic!”
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