Is Stock Purchased from an Affiliate’s Spouse Restricted Under Rule 144?

This depends on whether the Affiliate’s spouse lives in the same household as the Affiliate.

If the Affiliate’s spouse lives in the same home as the Affiliate of the Issuer, the Shares are restricted and considered “Affiliate Shares” as they are still “beneficially owned” by the Affiliate, no matter how long ago the Shares were transferred to the Affiliate’s spouse.

Under Rule 144(a)(2)(i), if they live at the same address the Affiliate and spouse are regarded as essentially the same person.

Is stock received under Section 1145(a) of the Bankruptcy Code restricted?

No. Shareholders who receive stock pursuant to a Bankruptcy Code proceeding under the facts described in Section 1145(a) of the Bankruptcy Code would not receive restricted stock.

The stock is not considered “restricted” because the Shares are considered to have been received in a “public offering” under Section 1145(c) of the Bankruptcy Code.