Statement on the Final Rule on Extending Form 144 EDGAR Filing Hours and Celebrating the EDGAR System on its 30th Anniversary
February 22, 2023
On 21st Feb’2023, the Commission adopted amendments to Regulation S-T to extend the deadline, from 5:30 p.m. to 10:00 p.m. Eastern Time, for when a Form 144 is deemed filed on the date of submission. This extension is a sensible change that eases the stress and burden on sellers (and their brokers, counsels, and other professionals), who must file Form 144 on the same day as placing their order to sell stock. Sometimes, this need to file is not known until near the close of trading at 4:30 p.m. Eastern Time.
However, the Commission concerned about the Commission’s piecemeal approach to changing the EDGAR filing deadlines for its forms. With these amendments, Form 144, Forms 3, 4, and 5, Schedule 14N, and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, will be the only forms with a 10:00 p.m. Eastern Time deadline. The Commission has separately proposed the same filing deadline for Schedules 13D and 13G, but that proposal has not been adopted.
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