Form of Rule 144 Seller's Representation Letter

for Your State

This Form of Rule 144 Seller's Representation Letter will set out a seller's representations in connection with the transfer or sale of restricted stock.

For Immediate Download

$9.95 Add to Cart
Free eSignature included
with every order
Please select a state

File types included

  • Microsoft Word
  • Adobe PDF
  • WordPerfect
  • Rich Text Format

Compatible with

  • Windows
  • Mac OS X
  • Linux

For Immediate Download

$9.95 Add to Cart
Free eSignature included
with every order
Please select a state

Attorney prepared

Our forms are kept up-to-date and accurate by our lawyers

Unlike other sites, every document on FindLegalForms.com is prepared by an attorney, so you can be sure that you are getting a form that is accurate and valid in your state.

Valid in your state

Our forms are guaranteed
to be valid in your state

Our team works tirelessly to keep our products current. As the laws change in your state, so do our forms.

Over 3,500,000
satisfied customers

In over 10 years of creating and selling legal forms, our focus has never changed: providing our customers high quality legal products, low prices and an experience that takes some confusion out of the law.

Free eSignature

Sign your form online, free with any form purchase

We now provide a free Electronic Signature Service to all of our visitors. There are no hidden charges or subscription fees, it's just plain free.

60-Days Money Back

Try our forms with no risk

If you are unhappy with your form purchase for any reason at all, contact us within 60 days and we will refund 100% of your money back.
This Form of Rule 144 Seller's Representation Letter sets forth a seller's representations in conjunction with the transfer and sale of restricted stock. This letter specifies the date shares were purchased and that they were purchased for investment only. It also includes language regarding the pledge of the shares and that the required notices will be filed with the Securities and Exchange Commission prior to the proposed share sale.

This Form of Rule 144 Seller's Representation Letter includes:
  • Representations: Sets forth the seller's representations in regard to the sale of shares including the purchase date, that shares were purchased for investment and not acquired for sale;
  • Transfer: Number of shares transferred by a spouse, trust, estate or other person acting in concert with selling shares of the company;
  • Pledge: Shares are not pledged as collateral for any agreement;
  • Form 144: This form will be transmitted to the Securities & Exchange Commission before placing an order for shares;
  • Signatures: This letter must be signed by the seller.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Form of Rule 144 Seller's Representation Letter
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Form of Rule 144
Seller's Representation Letter

 

 

[ADDRESS OF SELLER]
 
[Name of company or its counsel]
 
[Address of company or its counsel]
 
Re: Transfer of Restricted Stock of ____________________ [name of company] (Company”)
 
Ladies and Gentlemen:
 
I, the undersigned, ________________________ [seller] (Transferor”), hereby advise you that you may rely on the representations contained in this Representation Letter in rendering your opinion to _____________________________ [transfer agent] regarding the potential sale of ____ [spelled out number of shares] (___) [number of shares] shares of Common Stock (the Shares”) of ____________________________ [name of company], a ____________ [state] corporation. Under penalty of perjury, I hereby declare as follows:
 
1. I purchased the Shares on or before ____________ [date], directly from the Company, after delivery of the full consideration for the Shares on or before the said date of purchase.
 
2. I originally purchased the Shares for investment purposes only and without any intent to offer, sell or otherwise distribute the Shares to any other person.
 
3. I did not acquire the Shares with a view to sell, or to offer to sell, for the Company in connection with the distribution thereof, nor have I any direct or indirect participation in any such undertaking to accomplish this nor have I directly or indirectly underwritten any such undertaking.
 
4. The aggregate of shares of the Company, including these _______________ [spelled out number of shares] (______) [number of shares]Shares, that have been transferred by:
 
(a) me, my spouse, or any relative of my spouse or me, who has the same home as I;
(b) any trust or estate in which any person listed in 4(a) above owns 10% or more of the beneficial interest or on which any of us serves as a trustee, executor or similar capacity;
(c) any corporation or organization (other than the Company) in which any of the persons listed in 4(a) above beneficially owns 10% or more of any class of equity securities or 10% or more of the equity interest; and
(d) any person I am acting in concert with in selling securities of the Company,
 
in the three months immediately preceding the date of this letter, does not exceed one percent of the issued and outstanding stock of the Company.
 
5. Neither I, nor any person listed in paragraph 4(a) hereof, has:
 
(a) sold convertible securities in the Company, nor are any of the Shares convertible securities;
(b) donated shares in the Company within one year preceding the date hereof; or
(c) been a settler of a trust whereby the Companys shares were transferred to the trust.
 
6. None of the Shares are subject to, or sold pursuant to a breach of, any pledge agreement, nor are the Shares sold for the account of a trust or for the account of an estate, or a beneficiary of an estate of a deceased shareholder.
 
7. I understand from public records that the issued and outstanding common stock of the Company is in excess of __________ [number of shares] shares and that the Company has filed all reports required to be filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, during the 12 months preceding the time that I will affect the sale of the Shares
 
8. The Shares are to be sold through a broker in an unsolicited transaction wherein I will pay no more than the usual and customary brokerage commission or markup (as the case may be), and I have not solicited or arranged for the solicitation or orders to buy in anticipation of, or in connection with, the proposed sale of the Shares.
 
9. Before placing my order, I will transmit to the Securities and Exchange Commission the required notice on Form 144 with respect to the proposed sale.
 
10. I will not transfer more than 1% of the Companys outstanding common stock during any 90-day period.
 
Very truly yours,
 
 
_______________    
[signature of seller]
 
 
 
 
 
 
 
 
Number of Pages6
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43670
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Form of Rule 144
Seller's Representation Letter

 

 

[ADDRESS OF SELLER]
 
[Name of company or its counsel]
 
[Address of company or its counsel]
 
Re: Transfer of Restricted Stock of ____________________ [name of company] (Company”)
 
Ladies and Gentlemen:
 
I, the undersigned, ________________________ [seller] (Transferor”), hereby advise you that you may rely on the representations contained in this Representation Letter in rendering your opinion to _____________________________ [transfer agent] regarding the potential sale of ____ [spelled out number of shares] (___) [number of shares] shares of Common Stock (the Shares”) of ____________________________ [name of company], a ____________ [state] corporation. Under penalty of perjury, I hereby declare as follows:
 
1. I purchased the Shares on or before ____________ [date], directly from the Company, after delivery of the full consideration for the Shares on or before the said date of purchase.
 
2. I originally purchased the Shares for investment purposes only and without any intent to offer, sell or otherwise distribute the Shares to any other person.
 
3. I did not acquire the Shares with a view to sell, or to offer to sell, for the Company in connection with the distribution thereof, nor have I any direct or indirect participation in any such undertaking to accomplish this nor have I directly or indirectly underwritten any such undertaking.
 
4. The aggregate of shares of the Company, including these _______________ [spelled out number of shares] (______) [number of shares]Shares, that have been transferred by:
 
(a) me, my spouse, or any relative of my spouse or me, who has the same home as I;
(b) any trust or estate in which any person listed in 4(a) above owns 10% or more of the beneficial interest or on which any of us serves as a trustee, executor or similar capacity;
(c) any corporation or organization (other than the Company) in which any of the persons listed in 4(a) above beneficially owns 10% or more of any class of equity securities or 10% or more of the equity interest; and
(d) any person I am acting in concert with in selling securities of the Company,
 
in the three months immediately preceding the date of this letter, does not exceed one percent of the issued and outstanding stock of the Company.
 
5. Neither I, nor any person listed in paragraph 4(a) hereof, has:
 
(a) sold convertible securities in the Company, nor are any of the Shares convertible securities;
(b) donated shares in the Company within one year preceding the date hereof; or
(c) been a settler of a trust whereby the Companys shares were transferred to the trust.
 
6. None of the Shares are subject to, or sold pursuant to a breach of, any pledge agreement, nor are the Shares sold for the account of a trust or for the account of an estate, or a beneficiary of an estate of a deceased shareholder.
 
7. I understand from public records that the issued and outstanding common stock of the Company is in excess of __________ [number of shares] shares and that the Company has filed all reports required to be filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, during the 12 months preceding the time that I will affect the sale of the Shares
 
8. The Shares are to be sold through a broker in an unsolicited transaction wherein I will pay no more than the usual and customary brokerage commission or markup (as the case may be), and I have not solicited or arranged for the solicitation or orders to buy in anticipation of, or in connection with, the proposed sale of the Shares.
 
9. Before placing my order, I will transmit to the Securities and Exchange Commission the required notice on Form 144 with respect to the proposed sale.
 
10. I will not transfer more than 1% of the Companys outstanding common stock during any 90-day period.
 
Very truly yours,
 
 
_______________    
[signature of seller]
 
 
 
 
 
 
 
 

Looking for something else?