Thursday, December 31, 2020 1 to Rule 144, including changes related to the filing of Form 144. 2 The proposed amendments also include a minor change to Forms 4 and 5. These proposed amendments will be subject to a 60-day comment period after they are published in the Federal Register, which has not happened as of the date of this alert. This alert summarizes the key aspects of the proposed changes. Proposed Amendment to Rule 144 The Holding Period for Securities Acquired Upon Conversion or Exchange of Certain Market-Adjustable Securities Issued by Unlisted Issuers Would Not Begin Until Conversion or Exchange. Section 5 of the Securities Act of 1933, as amended (the Securities Act), requires the registration of all offers and sales of securities in interstate commerce or by use of U.S. mail. Section 5, however, eliminates the registration requirement if an applicable exemption is available. One such exemption is set forth in Section 4(a)(1) of the Securities Act, which exempts “transactions by any person other than an issuer, underwriter, or dealer.” The term “underwriter” is defined in the Securities Act to be any person who either has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of a security or participates directly or indirectly in any such undertaking.