Recognizing the logistical difficulties of submitting Forms 144 in paper in light of COVID-19 concerns, the SEC’s Division of Corporation Finance (CorpFin) announced last April 10 that it will not recommend enforcement actions for failure to submit Forms 144 in paper if they are emailed instead. Filers can attach a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov in lieu of paper filings under Rules 101(b)(4) or 101(c)(6) of Regulation S-T. The CorpFin statement applies to Forms 144 submitted from April 10, 2020 to June 30, 2020.
If a person is unable to provide a manual signature on the Form 144 PDF, CorpFin will not recommend enforcement action to the SEC if a typed form of signature is provided in lieu of the manual signature and:
- the signatory retains a manually signed signature page or other document authenticating, acknowledging, or adopting the person’s signature that appears in typed form within the electronic submission and provides such document, as promptly as practicable, upon request by CorpFin;
- the authenticating document indicates the date and time when the signature was executed; and
- the filer or submitter (with the exception of natural persons) establishes and maintains policies and procedures governing this process.
While filers and submitters may continue to submit paper Forms 144 to the SEC mailroom, CorpFin noted that there may be delays in the processing of such documents.
The CorpFin announcement is available here.