Updates for Version 1.1 - June 14, 2023
With Workiva’s release of Form 144 Version 1.1, there are improvements to the spreadsheet template. For "Securities To Be Sold" and "Securities Sold In the Last Three Months," you may report multiple securities on the same sheet. There is also real-time validation of required fields and data formats. See this video for a demonstration and additional information.
Overview
The SEC has mandated changes to how Form 144 should be filed in Updating EDGAR Filing Requirements and Form 144 Filings. All Form 144 filings (except for non-reporting company securities) must be filed electronically with a compliance date of April 13, 2023.
The new Form 144 is supported in Wdesk, similar to Form 24F-2NT, using a specially formatted spreadsheet along with one or more optional HTML exhibits.
Form 144 “Notice of Proposed Sale of Securities Pursuant to Rule 144 Under the Securities Act of 1933” is a filing which is required to be submitted prior to an expected sale of more than 5,000 restricted shares or $50,000 in aggregate value by an officer, director, 10% shareholder, or family members of those, as well as certain other shareholders.
Changes to note
- As of March 20, 2023, Form 144 filings will be disseminated as ownership/Section 16 filings, including up to 10:00 p.m. eastern time.
- EDGAR HTML filings are no longer supported as of the EDGAR 22.3 release on September 19, 2022. Most paper filings will no longer be accepted and must be changed to an XML-based format filed on the OnlineForms site.
The filing process involves a specially crafted spreadsheet which is added to the filing as the primary filing document. Form 144 also allows the following exhibits:
- COVER
- CORRESP
- EX-5.1
- EX-24
- EX-99
- GRAPHIC
If a filer needs to file a Power Of Attorney or other supporting documents, these may be uploaded into the filing or generated as normal from Wdesk documents. The spreadsheet may be available in the Marketplace in the future but, for now, it can be found in a publicly accessible Google Drive folder: SEC Filing Spreadsheet Templates.
The Form 144 spreadsheet has three sheets: "Securities Information," "Securities To Be Sold," and "Securities Sold In The Last Three Months." A filer is required to file from 1 to 40 of both the "Securities Information" and "Securities To Be Sold" reports, and 0 to 200 of the "Securities Sold In The Last Three Months" reports. The sheet names are important and the underlined portion should remain the same, but the filer is free to reorder the sheets or append any additional text they wish. For example:
- Securities Information - Class A
- Securities Information - Class B
- Securities Sold In The Last Three Months (March 2022)
- Securities Sold In The Last Three Months (April 2022)
Sheets without values and any sheet with a non-matching name are ignored.
Securities Information
All fields in blue are required and no columns or rows should be added or removed in any of the sheets. The SEC requires at least one and up to 40 copies of this sheet per filing.
The values must be in the following format:
- Title of Class: 1 to 150 characters
- Name of Broker: 1 to 100 characters
- Street 1: 1 to 40 characters
- Street 2: Optional, 1 to 40 characters
- City: 1 to 30 characters
- State/Country Code: 2 characters, from SEC.gov | EDGAR State and Country Codes
- ZIP/Postal Code: 1 to 10 letters, numbers, spaces, and the # or - characters
- Number of Shares: A non-negative integer (no decimal places)
- Aggregate Market Value: A non-negative number with up to 2 decimal places
- Number of Shares: A non-negative integer (no decimal places)
- Approximate Date of Sale: A date in the format: MM/DD/YYYY. Not greater than the current date +10 business days or less than the current date -1 calendar year. If there are multiple dates to report, duplicate this sheet and put one sale on each sheet.
- Name of the Securities Exchange: 1 to 20 characters
Securities To Be Sold
All fields in blue are required (but see below) and no columns or rows should be added or removed in any of the sheets. The SEC requires one and allows up to 40 copies of this sheet per filing.
The values must be in the following format:
- Title of Class: 1 to 150 characters
- Date Acquired: A date in the format: MM/DD/YYYY. Not greater than current date +10 business days. If there are multiple dates to report, duplicate this sheet and put one sale on each sheet.
- Name of Acquisition: 1 to 255 characters
- Name of Person: Required only if “Is this a Gift” is No. 1 to 100 characters.
- Is this a Gift: Either the text “Yes” or “No”.
- Gift’s Date: Required only if “Is this a Gift” is Yes. A date in the format: MM/DD/YYYY. Should not be greater than the current date.
- Amount of Securities Acquired: A non-negative integer (no decimal places)
- Date of Payment: Required only if “Is this a Gift” is No. A date in the format: MM/DD/YYYY. Should not be greater than current date +10 business days. If there are multiple dates to report, duplicate this sheet and put one sale on each sheet.
- Nature of Payment: 1 to 255 characters
Securities Sold In The Past Three Months
All fields, except for Street 2, are required and no columns or rows should be added or removed. If the filer has nothing to report in the past three months, they should omit or leave these sheets blank and select Yes for Nothing to report on Securities sold in the past 3 months? in the filing wizard of the Filing Experience. The SEC allows up to 200 copies of this sheet per filing.
The values must be in the following format:
- Name of Seller: 1 to 100 characters
- Street 1: 1 to 40 characters
- Street 2: Optional, 1 to 40 characters
- City: 1 to 30 characters
- State/Country Code: 2 characters, from SEC.gov | EDGAR State and Country Codes
- ZIP/Postal Code: 1 to 10 letters, numbers, spaces, and the # or - characters
- Title of Securities Sold: 1 to 150 characters
- Date of Sale: A date in the format: MM/DD/YYYY. Not greater than current date +10 business days or current date -9 calendar months. If there are multiple dates to report, duplicate this sheet and put one sale on each sheet.
- Amount of Securities Sold: A non-negative integer (no decimal places)
- Gross Proceeds: A non-negative number with up to 2 decimal places
Additional information
- Form 144 — Resources for Filing Electronically has information about the Form 144 modernization, as well as information on how to apply for an SEC CIK/account for first time electronic filers.
- Form 144 electronic filing compliance date is April 13, 2023 explains the compliance date and has a link for the Form ID filing to obtain SEC credentials.
- The Wdesk Spreadsheet template is available in this publicly accessible Google Drive folder, along with the 13F-HR and 24F-2NT templates: SEC Filing Spreadsheet Templates.
- The SEC provides their own web-based Form 144 filing application at https://www.onlineforms.edgarfililng.sec.gov/. As with EDGAR filings, a filer may export the EIS file from Wdesk and upload it into the SEC's web app by selecting the Continue with any saved 144 Form option.