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rule 144 the what when and how as you may know an offer and sale of a security must be registered with the sec or exemption from registration must be available rule 144 allows public resale of restricted and control securities if certain conditions are met restricted securities are securities acquired in unregistered private sales a typical private sale may be through a private placement memorandum reg d offering or employee stock plan control securities are those held by an affiliate of the issuer such as an executive officer or a larger shareholder control refers to the power to affect management and policies of the issuer if you acquire restricted securities you most likely received a certificate with a restrictive legend which indicates that the securities represented by the certificate may not be resold in the marketplace unless they are registered with the sec or exempt from registration if you want to sell your restricted securities to the public you should meet the conditions s