Sec cams 1 and 1
Case law and the SEC unilaterally conclude that an affiliate (officer, director or greater than 10% shareholder) of the issuer may not rely on Section 4(a)(1) for the resale of securities.
In particular, an affiliate is presumptively deemed an underwriter unless such affiliate meets the requirements for use of Rule 144.
the term does not properly refer to an exemption other than Section 4(1).Section 4(a)(1) of the Securities Act of 1933 (“Securities Act”) provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” Rule 144 provides a non-exclusive safe harbor for the sale of securities under Section 4(a)(1).In the event that Rule 144 is unavailable, a holder of securities may still rely upon Section 4(a)(1).First, the committee notes that smaller public and emerging companies play a significant role in the U. Although the Advisory Committee didn’t elaborate on this flexibility, I note that it is as a result of the higher shareholder thresholds before requiring registration under Section 12(g) of the Exchange Act and the ability to advertise and solicit in Rule 506(c) offering.The Advisory Committee noted that common exemptions for the sale of securities include Section 4(a)(1) for sales by selling security holders other than an issuer, underwriter or dealer and Section 4(a)(2) for sales by the issuer not involving a public offering.