Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is not meant to be legal advice.

Rule 144 relates to the resale of restricted stock.  Restricted stock is usually issued while a company is still private.  For instance, an engineer joining a startup may get some options that vest and turn into restricted stock before the company goes IPO.  Restricted may also be acquired through acquisitions or issued by a public company in a private placement.  Private placement to some people means PIPE.

Usually when requesting a legal opinion to lift the restricted stock legend, the seller needs to represent he is not an affiliate.  Affiliate means a director, officer, or 5% stockholder. 

Rule 144 has a holding period requirement.  There are volume limitations.