In which scenarios would Form 144 not be applicable?

Form 144 is used to notify the SEC of the proposed sale of restricted securities and securities held by affiliates, often referred to as "control persons." When considering the applicability of Form 144, it's important to understand the characteristics of the securities involved.

Form 144 would not be applicable for sales of registered securities because these securities have already been registered with the SEC under the Securities Act of 1933. Once securities are registered, they can be sold freely in the market without the need for additional notifications to the SEC regarding the selling intentions of the holders. This exemption exists to facilitate liquidity and market trading efficiency, allowing investors to sell their registered securities without the restrictions that apply to unregistered or restricted securities.

In contrast, sales by control persons, securities sold in exempt transactions, and sales in public offerings typically have specific regulatory requirements or are subject to certain limitations, which necessitate the use of Form 144 to ensure compliance and provide transparency to regulators and the market. Thus, the sale of registered securities stands out as a scenario where Form 144 is not required.