toppan merrill
  • Insights
  • About Us
  • Contact
  • Client Login

    Toppan Merrill Bridge™

    Content Control

    My Workspace

    Form N-MFP Online

    Toppan Merrill Document Delivery

    Toppan Merrill Insurance Solutions

    Section16Direct

    SEC Connect

    SOX Automation

  • EN

    English

    简体中文 (Simplified Chinese)

    繁體中文 (Traditional Chinese)

  •  
  • Capital Markets Transactions
    • Capital Markets Transactions

      Equity, Debt & IPO Offering Management Services

      M&A

       

       

       
       

      Capital Markets Transactions Resources

      Insights & Analysis

      Events

      SEC Resources

      EDGAR Resources

      XBRL Resources

       

       

      Capital Markets Transactions Products

      Bridge

      Built on the Microsoft® Office® platform, Bridge makes disclosure content management easier, faster and more accurate.

       

       

       

  • Regulatory Disclosure
    • Regulatory Disclosure for Corporations

      Annual Meeting & Proxy Solutions

      Annual Meeting & Proxy Consulting

      Periodic & Interim Reporting

      iXBRL and EDGAR for US-GAAP & IFRS Filers

      iXBRL for ESEF Filings

      SEDAR Filings

      Section 16 Filings

      Automated SOX Compliance

       

       

      Regulatory Disclosure for Investment Management

      Periodic & Interim Reporting and Prospectuses

      Component Content Management & Output

      Website Document Hosting

      Shareholder Preference Center

      Compliance Center for Variable Products

       

       

       

      Regulatory Disclosure Resources

      Insights & Analysis

      Events

      SEC Resources

      EDGAR Resources

      XBRL Resources

       

       

      Regulatory Disclosure Products

      Bridge

      Built on the Microsoft® Office® platform, Bridge makes disclosure content management easier, faster and more accurate.

       

       

      SOX Automation

      Intuitive SaaS technology that centralizes all business locations, processes, risks and controls delivering efficiency, transparency, and predictability of cost.

       

       

  • Sales & Marketing Communications
    • Sales and Marketing Communications

      Offerings

      Omni-channel communications

      Document Creation & Management

      Sales Enablement

      ADA Services

      Fulfillment & Distribution

      Printing Services

       

       

       

      Industries

      Financial Services

      Health Insurance

       

       

       

      Sales and Marketing Communications Resources

      Insights & Analysis

      Events

       

       

      Sales and Marketing Communications Products

      Connect

      Drive client engagement and streamline personalized, compliant communications from printing to leading-edge digital solutions.

       

       

       

  • Products
    TOPPAN MERRILL
    ConnectTM

    Connect helps drive client engagement and streamline personalized, compliant communications from printing to leading-edge digital solutions.

    TOPPAN MERRILL
    BridgeTM

    A seamless SaaS solution built on the Microsoft® Office® platform, Bridge is an intuitive technology that makes disclosure content management easier, faster and more accurate.

  • Resources
    •  
       

      Insights & Analysis

      Events

      SEC Resources

      XBRL Resources

      SEC EDGAR Resources, Definitions, and Processes

      Regulatory Compliance Glossary

       

       

       

toppan merrill
  • Capital Markets Transactions
    • Overview
    • Equity, Debt & IPO Offering Management Services
    • M&A
  • Regulatory Disclosure
    • For Corporations

      • Overview
      • Annual Meeting and Proxy Statement Solutions
      • Periodic & Interim Reporting
        • EDGAR & iXBRL for SEC Filings (US-GAAP & IFRS)
        • iXBRL for ESEF Filings
        • SEDAR Filings
        • Section 16 Filings
        • Automated SOX Compliance
    • For Investment

      • Overview
      • Prospectus for Investment Management
      • Periodic & Interim Reporting for Investment Management
        • Component Content Management & Output
        • Website Document Hosting
        • Shareholder Preference Center
        • Portfolio Specific Document Management for Variable Products
  • Sales & Marketing Communications
    • Overview
    • Offerings

      • Omni-Channel Communications
      • Document Creation & Management
      • Sales Enablement
      • ADA Services
      • Fulfillment & Distribution
      • Printing Services
    • Industries

      • Financial Services
      • Health Insurance
      • Dynamic Publishing for Health Insurance
  • Products
    • Connect
    • Bridge
    • SOX Automation
  • Resources
    • Insights & Analysis
    • Events
    • SEC Resources
    • SEC EDGAR Resources
    • XBRL Resources
    • glossary
  • Insights & Analysis
  • About Us
  • Contact
  • Client Login
    • Toppan Merrill BridgeTM
    • Content Control
    • My Workspace
    • Form N-MFP Online
    • Toppan Merrill Document Delivery
    • Toppan Merrill Insurance Solutions
    • Section16Direct
 

EDGAR Modernization Continues: Form 144 Moves From Paper To Structured Data XML

By Jennifer Froberg, Senior Product Specialist, Toppan Merrill on 08 July, 2022
1 min read | Industry Insights Insights Home

Rule-144-Blog-Header_1 (1)

In 2021, the SEC received over 30,000 Form 144 filings. Of those, only 234 were submitted electronically on the EDGAR system. The SEC is changing that by requiring filers to submit Form 144 filings on EDGAR and in XML format. This is another step in the SEC’s ongoing modernization of data and disclosure through structured data reporting, including XML and Inline XBRL.


Why Form 144 matters

 

Form 144 conveys important information to the SEC and the market. Under Rule 144, any planned sale of restricted or controlled stocks in a public company, which are held by an executive officer, director, or affiliate of a company, must be reported to the SEC. When any of these entities place an order to sell a company’s stock, then they must file Form 144 with the SEC when it meets the following conditions:

  • During any three-month period in which the sale volume exceeds 5,000 shares
  • Or has an aggregate sale price of more than $50,000

This information is key to the market because it tracks securities flowing from private hands to the public markets. The SEC notes in the final rule that the Form 144 data is so valuable that the people review paper 144 filings in the SEC public reference room to determine how many shares are being sold and in what companies. Currently, the Public Reference room is closed due to the Covid pandemic. Reporting Form 144 data in XML format will make it publicly accessible and easily analyzable and comparable.

 

EDGAR, XML mandate and timing

 

On June 2, 2022, the SEC adopted a key final rule “Updating EDGAR Filing Requirements and Form 144.” Surprisingly, several SEC form types are allowed to file in paper currently, including some 6-K filings, Form 144 and other filings. The mandate will eliminate that option and require filing on EDGAR. The transition to filing Form 144 on EDGAR in XML format will be a significant impact on filers. 

The SEC is providing a six-month transition period to help filers prepare. We do not know the exact compliance date yet. Six months after the SEC provides updated XML technical specifications and adopts the EDGAR Filer Manual, then EDGAR filing Form 144 will be required.

 

Practical steps to prepare

  • Obtain EDGAR Filing codes
    Filing on the EDGAR system requires filing codes. If you do not have codes yet, you will need to apply to the SEC. As part of the Form 144 transition, the SEC expects over 9,000 new Form ID applications for EDGAR access codes. The SEC must review and approve every request. This could lead to a bottleneck in new Form ID applications. We have helpful documentation on the process to submit a Form ID to the SEC. 
  • Review the SEC’s Form 144 template
    The SEC plans to provide an online portal to assist filers. The rule modifies some of the disclosure items but most of the current form data will be required in XML. The new format requires specific data in each field and in a specific format. If any data is missing or in the incorrect format, then it will cause validation issues. 
  • Ensure your filing agent/provider is ready for the mandate
    Filers can submit their own Form 144 on EDGAR. A self-service filing option like SEC Connect will take the guesswork out of filing Form 144. 

To find out how Toppan Merrill can help you meet the new SEC Form 144 filing requirements, contact us: 

Email: info@toppanmerrill.com

Phone: 800.688.4400


 

Jennifer FrobergCropped-1

Jennifer Froberg, Senior Product Specialist at Toppan Merrill

With over 15 years of industry experience in the SEC regulatory landscape, Jennifer supports and advises clients in how to get their filings right. Part of a Toppan Merrill team of EDGAR experts who provide practical compliance expertise in a variety of subjects, Jennifer focuses on analyzing the scope of SEC rulemaking and where the agency is headed. Toppan Merrill’s deep SEC subject matter knowledge provides companies with an array of pragmatic tools to navigate the frequently changing SEC requirements. Jennifer is immersed in how regulatory changes will impact the filers, investors and the market. She has a particular focus on structured data and ESG initiatives.

Share

Share on twitter Share on linkedin Share on facebook
Previous ArticleWhat is a De-SPAC transaction?
Next ArticleProposed New SEC Rules Target and Gravely Disadvantage the SPAC Market

Subscribe

Subscribe

Subscribe

Subscribe

Jennifer Froberg, Senior Product Specialist, Toppan Merrill



toppanmerrill.com


Show more posts from author

Capital Markets & Compliance;
 

Expert Support

The best-in-class partner for complex, secure communications. Contact Toppan Merrill today.

Contact Us

Subscribe to the Toppan Merrill Blog

Gain actionable insight on industry trends, best practices & successful strategies to help your business.

Subscribe

Blog Categories

  • Industry Trends
  • Shareholder Communications
  • 40 Act SEC Regulations
  • Digital Communications
  • Toppan Merrill Connect
  • Content Management
  • Print/Fulfillment

Blog Categories

  • Industry Trends
  • Shareholder Communications
  • 40 Act SEC Regulations
  • Digital Communications
  • Toppan Merrill Connect
  • Content Management
  • Print/Fulfillment

Blog Categories

  • Member Communications
  • Section 508 Compliance
  • Digital Communications
  • Toppan Merrill Connect

Blog Categories

  • Industry trends
  • Shareholder communications
  • 40 act SEC regulations
  • Digital communications
  • Toppan Merrill connect
  • Content management
  • Print/fulfillment

Most Popular Articles

Most Popular Articles

Most Popular Articles

Most Popular Articles

Regulatory Resources

  • SEC Resources
  • EDGAR Resources
  • XBRL Resources

Toppan Merrill Corporate Video

2023 Compliance Calendar

Toppan Merrill 2023 Compliance Calendar_DIGITAL_Page_01
Download

Interactive Digital Compliance Calendar

2022 Interactive Digital Compliance Calendar

View Calendar

Regulatory Resources

  • SEC Resources
  • EDGAR Resources
  • XBRL Resources

Toppan Merrill Corporate Video

2023 Compliance Calendar

Toppan Merrill 2023 Compliance Calendar_DIGITAL_Page_01
Download

Interactive Digital Compliance Calendar

2022 Interactive Digital Compliance Calendar

View Calendar
Toppan Merrill Corporate Video

Regulatory Resources

  • SEC Resources
  • EDGAR Resources
  • XBRL Resources

Toppan Merrill Corporate Video

2023 Compliance Calendar

Toppan Merrill 2023 Compliance Calendar_DIGITAL_Page_01
Download

Interactive Digital Compliance Calendar

2022 Interactive Digital Compliance Calendar

View Calendar

Latest Blogs

Latest Blogs

Latest Blogs

Latest Blogs

ToppanMerrill logo

Expand Possible.

twitter linkedin

Solutions

  • Capital Markets Transactions
  • Regulatory Disclosures for Corporations
  • Regulatory Disclosures for Investment Management Companies
  • Financial Services Marketing & Communications
  • Health Insurance Marketing & Communications
  • Election Services

Technologies

  • Toppan Merrill Connect™
  • Toppan Merrill Bridge™

Blog

  • Insights

About Toppan Merrill

  • About Toppan Merrill
  • Operating Principles
  • Careers

Get In Touch

  • Contact Us

TERMS OF USE | PRIVACY NOTICE | TOPPAN MERRILL SERVICES AGREEMENT | TOPPAN MERRILL SUPPLIERS | GLOSSARY

© Toppan Merrill 2022

ToppanMerrill logo
Expand Possible.
` twitter linkedin
Solutions
  • Capital Markets Transactions
  • Regulatory Disclosures for Corporations
  • Regulatory Disclosures for Investment Management Companies
  • Financial Services Marketing & Communications
  • Health Insurance Marketing & Communications
  • Election Services
Technologies
  • Toppan Merrill ConnecTM
  • Toppan Merrill BridgeTM
BLOG
  • Insights
About Toppan Merrill
  • About Toppan Merrill
  • Operating Principles
  • Careers
Get In Touch
  • Contact Us

TERMS OF USE | PRIVACY NOTICE | TOPPAN MERRILL SERVICES AGREEMENT | TOPPAN MERRILL SUPPLIERS | GLOSSARY

© Toppan Merrill 2019