On 2 June 2022, the SEC adopted amendments requiring Form 144 to be filed electronically via the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

Recently, the SEC further introduced a transition period that ends on April 13, 2023. After this date, any paper Form 144 submissions will not be accepted.

While this regulatory change does provide greater convenience and efficiency it will have an impact on the individuals submitting the reports and authorized filing agents.

Firstly, regardless of who files the Form 144, the reporting person must have an EDGAR account for the Form 144 to be filed electronically. This means, even if a reporting person plans to use an authorized agent (a broker-dealer, lawyer or filing agent) to submit the electronic Form on EDGAR on their behalf, the reporting person must have an EDGAR account.

The SEC is encouraging users to apply for an EDGAR account well in advance of any planned Form 144 submission. Applications are not automatically granted, and the SEC will need time to review each one, so it’s important to factor this into your filing timelines.

If reporting persons would like to file Form 144 through a filing agent, they must securely provide their EDGAR account number (CIK) and CIK Confirmation Code (CCC) to their authorized agent in order to file Form 144 electronically.

Computershare Plan Managers is ready to provide Form 144 filing services for reporting persons regarding Employee Stock Ownership Plan share sales. If you would like to know more about the new rule changes, please contact us via hkplanmanagers@computershare.com.au.

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