Can restricted shares be sold without complying with Rule 144 in certain circumstances?

Restricted shares are typically subject to regulations that govern their sale, primarily Rule 144, which imposes certain conditions to ensure that the shares can be sold without being considered an unregistered offering. However, there are specific situations where the sale of restricted shares does not necessarily require compliance with these rules.

In the case of a tender offer, shareholders can sell their restricted shares directly as part of the tender offer process without needing to comply with the restrictions typically imposed by Rule 144. A tender offer often involves a company or third-party making an offer to purchase shares directly from shareholders, which bypasses the usual regulatory compliance dictated by Rule 144 under certain circumstances. This is because the tender offer can be considered a direct acquisition of the shares by a third party, and thus the restrictions on those shares might be treated differently.

The other contexts mentioned—an IPO and special exemption applications—do not directly relate to the unrestricted sale of restricted shares in the same way. In an IPO, shares are generally newly issued and would need to comply with registration requirements, while special exemption applications are not a blanket allowance to sell restricted shares but instead involve specific criteria that may apply in rare cases. Thus, a tender offer stands out as a viable scenario where restricted shares can be