An affiliate of a reporting company wants to sell control stock under Rule 144. The company has 6,000,000 shares outstanding. Weekly trading volume over the last four weeks was 52,000; 58,000; 64,000; and 70,000 shares. What is the maximum number of shares the affiliate may sell in a 90-day period?
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Answer: B
- Test 1: 1% of 6,000,000 outstanding shares = 60,000 shares.
- Test 2: four-week total = 52,000 + 58,000 + 64,000 + 70,000 = 244,000 shares.
- Average weekly volume = 244,000 ÷ 4 = 61,000 shares.
- The Rule 144 limit is the greater of the two: 61,000 shares per 90 days.
60,000: This uses only the 1% test; the rule allows the greater of the two tests, and the weekly average is higher.
61,000: Correct. The limit is the greater of 1% of outstanding shares (60,000) or the average weekly volume over the prior four weeks (61,000).
70,000: This uses the single highest week rather than the four-week average.
244,000: This is the total four-week volume, not the weekly average.
Rule 144 volume limit per 90 days = the greater of 1% of outstanding shares or the average weekly volume over the prior four calendar weeks.