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This document is a filing for the proposed sale of securities by Tempus AI, Inc. under Rule 144 of the Securities Act.
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How to fill out form 144

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How to fill out form 144

01
Download Form 144 from the official IRS website.
02
Enter your name and address in the designated fields.
03
Provide your Social Security Number or Employer Identification Number.
04
Indicate the type of entity submitting the form (individual, corporation, etc.).
05
Fill in the details about the transaction or situation that requires Form 144.
06
Review the form for accuracy and completeness.
07
Sign and date the form before submission.
08
Submit the form to the appropriate IRS office.

Who needs form 144?

01
Form 144 is typically needed by individuals or entities that are reporting specific transactions or changes related to tax obligations to the IRS.

A Comprehensive Guide to Form 144: Understanding and Managing Your Securities Transactions

Understanding Form 144

Form 144 is a notice of proposed sale of securities that must be filed with the U.S. Securities and Exchange Commission (SEC). It serves as a key regulatory requirement under the Securities Act of 1933, primarily designed to provide transparency surrounding the sale of restricted and control securities.

This form is vital for maintaining the integrity of the securities market, allowing the SEC and the public to monitor sales by insiders and significant shareholders. It ensures that investors have essential information about trading behaviors that may affect stock liquidity and pricing.

Essential for compliance with securities regulations.
Aids in preventing insider trading.
Helps ensure transparency in the securities market.

Who needs to file Form 144?

The requirement to file Form 144 extends to both individuals and corporate entities involved in selling restricted or control securities. This includes executives, directors, and major shareholders in a corporation who wish to sell their shares.

Notably, individuals with more than 10% ownership in a company or those who hold restricted shares obtained through private offerings must ensure compliance with this filing. Corporate entities also need to be aware of their obligation to file when their executives sell securities.

When to use Form 144

Form 144 is specifically utilized when individuals or companies intend to sell restricted or control securities. It's essential to file this form within a specific timeframe to ensure compliance with SEC regulations. Typically, it should be submitted when a seller plans to engage in transactions of restricted securities.

Timing is critical. Filing should occur once the seller has decided to make a sale, but no later than the date of the sale. Common situations that warrant the use of Form 144 include instances where insiders sell stocks that are not registered for public trading, ensuring that the sales are documented and regulated.

Selling of restricted or control securities.
Change in corporate status that necessitates selling shares.
Planned liquidation of stock holdings by major shareholders.

Failing to file Form 144 can result in severe penalties, including potential fines and limitations on future sales of the securities, underscoring the significance of timely and proper filing.

The structure of Form 144

Form 144 comprises multiple sections that require specific information related to the seller and the securities in question. The first part collects information about the seller, including their identity and security interests, while the second part focuses on details regarding the securities meant for sale.

A closer examination of the form’s structure reveals two main parts: Part 1 collects identification information about the seller, while Part 2 details include the specifics of the planned securities sale, such as the type of securities, their quantity, and the proposed sale price.

Information about the seller, including name, address, and relationship to the issuer.
Details of the securities to be sold, including class of securities, number of shares, and expected date of sale.

Step-by-step guide to filling out Form 144

Filling out Form 144 requires gathering necessary information before beginning the process. The seller must prepare details about themselves, the issuer, and the specifics of the securities they wish to sell. Preparing this information in advance not only streamlines the process but also minimizes errors.

Each field in the form has its own significance, and completing them accurately is crucial. Start with the seller's information, ensuring every detail is up-to-date, followed by the issuer's details and a description of the securities being sold, including quantity and type.

Input the seller's name and contact information.
Provide details about the issuer, including name and address.
Describe the securities, including class, quantity, and sale price.

Common mistakes often include inaccuracies in contact details or overlooking required signatures, which can delay processing and create compliance issues. Thus, meticulous attention to detail is essential.

Editing and modifying Form 144

Modifying Form 144 is crucial when changes in the information provided become necessary. One effective tool for editing forms is pdfFiller, a versatile platform that simplifies modifying documents online without using traditional pen-and-paper methods.

To edit Form 144 using pdfFiller, users can upload the document into the platform and make the required changes. This process includes uploading the document, adjusting any fields that need updates, and saving and exporting the edited form correctly.

Upload the Form 144 document to pdfFiller.
Utilize editing tools to make necessary changes.
Save and export the updated form for submission.

Signing Form 144

Once Form 144 is accurately filled out, it must be signed to confirm the validity of the provided information. This step is crucial and can be efficiently executed using e-signature tools, helping to maintain a streamlined process.

pdfFiller offers an easy-to-use e-signature functionality, allowing users to sign the form electronically. Multiple signers can also be included if necessary, ensuring compliance with all regulatory requirements while enabling quick resolution.

Add your electronic signature using pdfFiller's tools.
If required, invite others for their e-signatures.
Finalize and save the signed document.

Submitting Form 144

Form 144 can be submitted either electronically or manually, depending on the seller's preference and regulatory requirements. Electronic submissions tend to expedite the process and provide instant confirmation of receipt, which is increasingly favored by regulatory authorities.

It's vital to be aware of submission deadlines to avoid penalties. Typically, the deadline corresponds to the date of the intended sale, underlining the importance of planning and timely action. Additionally, tracking submission confirmation will ensure that the submission process has been completed successfully.

Decide on electronic versus manual submission methods.
Be aware of important submission deadlines.
Track your submission confirmation to ensure successful filing.

Managing your Form 144 records

After submitting Form 144, effective record-keeping becomes crucial. Keeping track of all related documents not only ensures compliance but also aids in reference during future transactions or inquiries. With pdfFiller, users can manage and store their documents efficiently in the cloud.

Cloud storage benefits include easy access to documents from anywhere, improved collaboration with colleagues, and enhanced security of sensitive information. Using pdfFiller, the signed Form 144 can be stored alongside other critical documents for consistent management.

Utilize pdfFiller for cloud storage of Form 144 and related documents.
Benefit from accessibility from different devices at any time.
Ensure document security with encrypted cloud services.

Additional considerations

Understanding the implications of selling securities through Form 144 extends beyond simply completing and submitting the document. Sellers must be aware of the legal requirements and associated risks involved in selling restricted or control securities.

A solid grasp of the current regulatory environment is necessary, as regulations can evolve, impacting compliance requirements. Fundamental knowledge of market trends and investor sentiment can also significantly affect decisions around the timing and execution of the sale.

Stay updated with regulatory changes related to securities sales.
Understand market trends to optimize selling strategies.
Consider engaging legal and financial advisors for guidance.

FAQs about Form 144

Many individuals have questions regarding Form 144, especially about the implications of errors in submission. For instance, if a mistake is made during filing, it's essential to know the repercussions and corrective steps, which may include submission of an amended Form 144.

Form 144 remains valid until the securities have been sold, but sellers should be aware of the potential consequences of failure to comply with filing regulations. Understanding whether Form 144 can be revoked or amended can also ease concerns surrounding the process.

What happens if I mistakenly submit Form 144?
How long is Form 144 valid?
Can Form 144 be revoked or amended?

Real-world examples of Form 144 usage

Examining actual cases of Form 144 usage can provide valuable insights into its practical applications. For instance, an individual filer may sell shares accrued through employee stock options under Form 144, requiring that they adhere to all regulatory requirements prior to sale.

Corporate filings often involve larger scale transactions, such as public companies selling substantial portions of restricted stock to finance new ventures. These case studies illustrate how both individual and corporate entities navigate the selling process while ensuring compliance.

Case study of an individual filer successfully navigating Form 144.
Corporate filings of public companies using Form 144 for compliance.
Insights from legal advisors on best practices for Form 144.
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Form 144 is a notice of the proposed sale of securities issued by an affiliated person of a company to notify the Securities and Exchange Commission (SEC) prior to the sale.
Individuals who are affiliated with a company, such as officers, directors, or large shareholders, are required to file Form 144 when they plan to sell restricted or control securities.
To fill out Form 144, provide details such as your name, the name of the issuer, the date of filing, number of shares being sold, the price per share, and your relationship to the company, among other required information.
The purpose of Form 144 is to provide the SEC with information regarding the sale of securities by affiliates to ensure compliance with regulations and to prevent insider trading.
Information that must be reported on Form 144 includes the name of the seller, the relationship to the issuer, the number of shares to be sold, the price, and any securities sold in the preceding three months.
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