Restricted & control stock

Common stock can come in many shapes and forms. We’ll discuss two unique types of common stock in this chapter - restricted and control stock. Both are regulated by a regulation known as Rule 144.

Restricted stock

Common stock is considered restricted if it is not registered with securities regulators. You’ll learn more about the registration process, later in the rules & regulations unit. For now, assume most securities offered publicly are legally required to go through a time and cost-intensive registration process. However, securities can sometimes be offered to investors without being registered if an exemption, can be claimed. One example is a private placement, which allows issuers to offer unregistered stock to private audiences made up primarily of wealthy investors.

When an investor obtains unregistered stock, they are holders of restricted stock. Rule 144 requires restricted stock to be held by its investors for six months before resale. After this period, the investor can sell their shares.

Control stock

Stock held by an affiliate of the issuer is considered control stock. An affiliate is any officer, director, or 10% shareholder. For example, all Meta Platforms Inc. shares (ticker: META) held by Mark Zuckerberg are considered control stock. Rule 144 regulates this type of stock and prevents insiders from selling significant amounts of their shares quickly.

This part of Rule 144 is referred to as the “dribble” rule. Insiders are the largest shareholders of their companies. Some CEOs own 51% or more of their companies to ensure their vote always controls the direction of their organization. If insiders were to liquidate all of their shares at once, it could significantly affect the price. A 51% shareholder selling all of their shares in one trade is similar to a manufacturer dropping off 10,000 lawnmowers at a local gardening store and asking for them to be sold immediately. Dropping the price close to zero might be the only way to get this accomplished!

Affiliates (insiders) are subject to sales limitations to prevent this from happening. They are allowed to sell the greater of 1% of the outstanding shares, or the four-week trading average, four times a year. Referred to as volume limitations, this rule prevents affiliates from selling significant numbers of shares in short periods.

You now know the definitions and rules of restricted and control stock. However, what happens if an affiliate owns unregistered stock? This is a common occurrence, as many executives of privately held companies own stock in their company. Restricted stock rules apply because the stock is not registered with the SEC. Control stock rules apply because they’re affiliate-owned shares. When this is the case, both sets of rules apply together.

To summarize, let’s take a look at a visual representation of Rule 144:

Filings

Regulators aim to create a transparent environment in the securities markets. One of the ways this is accomplished is by requiring public filings of transaction reports related to Rule 144.

Form 144 must be filed when an investor (affiliate or non-affiliate) intends to trade control or restricted stock at any point in the next 90 days. This form is typically filed electronically on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. All that’s required for Form 144 to be filed is an intention to trade a control or restricted stock; there is no requirement for a transaction to actually occur.

The Securities and Exchange Commission (SEC), which oversees the filing process and maintains EDGAR, allows investors performing small control or restricted stock transactions to avoid filing requirements. In particular, Form 144 must only be filed if an investor plans to sell more than 5,000 shares or $50,000 of total stock.

Form 4 must be filed when an affiliate actually trades control stock. Known as the form that reports beneficial changes in ownership for insiders, Form 4 must be filed within two business days of the transaction. Many financial media outlets pay close attention to these filings, especially forms filed by famous executives and investors. For example, this Form 4 filing was the reason why Elon Musk’s $6.9 billion sale of Tesla stock November 2021 was widely reported.

Rule 144A

One last item to cover is Rule 144A, which relates to Rule 144 (obviously). If a sale of restricted or control stock occurs with a Qualified Institutional Buyer (QIB), the requirements of Rule 144 do not apply. A QIB is defined as an institution with $100 million or more of investable assets. When a QIB is involved in the sale of control or restricted stock, the 6 month holding period and volume limitations do not apply.