Resales of Rule 144A and Regulation S Securities

Summary

This practice note discusses resales of Rule 144A and Regulation S securities. Securities acquired in Rule 144A (17 C.F.R. § 230.144A) transactions are deemed to be “restricted securities” within the meaning of Rule 144(a)(3) (17 C.F.R. § 230.144) of the Securities Act of 1933, as amended (Securities Act). Equity securities of domestic issuers acquired from the issuer, a distributor, or any of their respective affiliates in a transaction subject to the conditions of Rule 901 (17 C.F.R. § 230.901) or Rule 903 (17 C.F.R. § 230.903) of Regulation S are also deemed to be restricted. These securities remain restricted until the applicable holding period expires and may only be publicly resold under Rule 144 pursuant to an effective registration statement, or in reliance on any other available exemption under the Securities Act.