Updated July 29, 2026. Quick answer: Ninety days after the issuer becomes a reporting company, Rule 701(g)(3) lets non-affiliates resell without Rule 144’s current-public-information and holding-period conditions — and lets affiliates resell without the holding period as well. Most summaries stop one clause early and lose the affiliate half entirely.
The sentence in full
The whole sentence, which is longer than every summary of it. Rule 701(g)(3): “Ninety days after the issuer becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act …, securities issued under this section may be resold by persons who are not affiliates (as defined in §230.144) in reliance on §230.144, without compliance with paragraphs (c) and (d) of §230.144, and by affiliates without compliance with paragraph (d) of §230.144.” Two classes of holder, two different packages of relief. Almost every summary stops at “(c) and (d)” and loses the affiliate half.
| Rule 144 condition | Non-affiliate | Affiliate |
|---|---|---|
| (c) Current public information | Relieved | Still applies |
| (d) Holding period | Relieved | Relieved |
| (e) Volume limitation | Never applied | Still applies |
| (f) Manner of sale | Never applied | Still applies |
| (g) Brokers’ transactions | Never applied | Still applies |
| (h) Form 144 | Not applicable | Still applies above the threshold |
| Your lock-up | Untouched, and usually the later date | |
Why the truncation matters. Read as ending at “(c) and (d)”, the rule looks like it gives everyone the same relief, and an affiliate would think the information condition falls away. Read in full, the two packages are different in exactly the way that matters to an officer or director. Rule 144(b)(2) protects an affiliate’s sale only “if all of the conditions of this section are met”, and (g)(3) lifts paragraph (d) alone — so five conditions stay live for an affiliate: (c), (e), (f), (g) and (h).
What the ninety days is, and is not
It runs from the issuer becoming subject to the Exchange Act reporting requirements — the same 90-day marker that gates both Rule 144 holding periods. It relieves conditions of a resale rule. It does not touch your lock-up agreement, which is a private contract and typically the later of the two dates.
The issuer-side limits that shaped your grant
Rule 701(d)(2) caps what a company may sell in reliance on the exemption in any consecutive twelve months at the greatest of $1,000,000, 15% of total assets, or 15% of the outstanding amount of the class. Rule 701(e) then requires, unconditionally, that “the issuer must deliver to investors a copy of the compensatory benefit plan or the contract, as applicable” — and, in addition, once sales in any consecutive twelve-month period exceed $10 million, further specified disclosure. Those are the company’s obligations, not yours, but they are why grant practices tighten as a company scales.
Whether you are an affiliate at all is the question that decides which column you are in — and it overlaps, imperfectly, with whether you are a Section 16 officer.
Sources
17 CFR 230.701(d)(2), (e) and (g)(3), diffed character-for-character against the govinfo CFR XML (CFR-2025-title17-vol3-sec230-701); 17 CFR 230.144(c), (d) and (e). Read July 2026.
This states what the cited authority says. It is not tax, legal or investment advice. Lock-up terms, award agreements and plan documents vary, and both the securities and the tax analysis turn on facts about your role and holdings that no page can see.