Revision of Rule 144, Rule 145 and Form 144

The Commission proposes changes to make Rule 144, a safe harbor from the Securities Act definition of the term "underwriter,' easier to understand and apply. The proposed amendments would revise the Preliminary Note to Rule 144 to restate the intent and effect of the rule, add a bright-line test to the Rule 144 definition of "affiliate,' eliminate the Rule 144 manner of sale requirements, increase the Form 144 filing thresholds, include in the definition of "restricted securities' securities issued pursuant to the Securities Act Section 4(6) exemption, clarify the holding period determination for securities acquired in certain exchanges with the issuer and in holding company formations, and streamline and simplify several rule provisions. The Commission also proposes to eliminate the presumptive underwriter provisions of Rule 145. Additionally, the release solicits comment on changes to the Rule 144 holding periods that differ from those being adopted today in a companion release, elimination of the trading volume tests to determine the amount of securities that can be resold under Rule 144, and several possible regulatory approaches with respect to certain hedging activities.