Form 4 vs Form 144: completed transactions and proposed sales

A Form 4 reports changes in beneficial ownership for people subject to Section 16 reporting. A Form 144 is a notice of a proposed sale in reliance on Rule 144. Adding the two forms' share amounts together can count the same intended and completed sale twice.

Question	Form 4	Form 144
What does the document establish?	A reported ownership transaction, with its transaction code	A proposed sale and related historical information
Which date matters?	The transaction date, separately from the filing date	The approximate sale date and notice date
What does value mean?	Reported shares and price can support a transaction-value estimate	Aggregate market value is not confirmed sale proceeds
Who reports?	Section 16 reporting persons, subject to applicable rules	Affiliates meeting the Rule 144 notice conditions

When is Form 144 required?

The SEC's Rule 144 explanation states that an affiliate must file the notice when sales in reliance on the rule exceed 5,000 shares or $50,000 in any three-month period. These are alternative thresholds; a sale does not need to exceed both. Other Rule 144 conditions also apply. The notice is not SEC permission to sell or a guarantee of execution.

The SEC's Form 144 interpretations explain that a broker order can execute without a waiting period when the notice is transmitted concurrently with the order. The filer must have a bona fide intention to sell within a reasonable time. A notice can therefore appear around execution, rather than providing a guaranteed advance-warning interval.