Further Comments On The Rule 144 Cut-offs-the Pro-rata Distribution Of Restricted Securities To The Non-affiliate Limited Partners Of A Limited Partnership

摘要

In prior issues of SRLJ, we set forth our comments with regard to the impact of the new Rule 144(b)(1) cut-off in the gift situation and in the pledge situation. In this article, we set forth our comments with regard to the impact of the new Rule 144(b)(l) cut-off in the situation where a limited partnership (often a venture capital limited partnership)makes a pro rata distribution of restricted stock to its limited partners. First, we discuss the situation where the issuer is a reporting company under the Securities Act of 1934 ("1934 Act"), and then we discuss the situation where the issuer is a non-reporting company.