Resale of Restricted and Control Securities
Chapters in this video
- 0:00 The VIP room: restricted vs. control securities
- 1:38 Wait out the clock: holding periods and tacking
- 4:42 Beat the volume limits: affiliate caps and Form 144 traps
- 7:03 The QIB backdoor: $100 million threshold and retail exclusion
- 8:35 Registered exceptions and why affiliates stay handcuffed
- 9:16 Rapid-fire exam recap
What this video covers
- Why restricted securities have holding periods at all: preventing private placements from becoming disguised public distributions
- The 6-month vs. 1-year holding period split: reporting issuers with current public information versus non-reporting issuers
- How tacking works when a control person becomes a non-affiliate, and why the clock never restarts
- The affiliate volume limit formula: greater of 1% of outstanding shares or average weekly trading volume over the prior 4 weeks, per rolling 3-month window
- Why the 5,000-share / $50,000 threshold is only a Form 144 filing trigger, not a second sales cap
- The full menu of affiliate restrictions that never expire: volume limits, manner of sale rules, and current public information requirements
- QIB eligibility: $100 million in unaffiliated securities for most institutions, $10 million for broker dealers, and why retail investors are permanently excluded
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