Under which circumstance can a resale of a security occur without filing Form 144?

The resale of a security can occur without filing Form 144 under the condition that it is part of a secondary market transaction. Form 144 is typically required when an affiliate of the issuer intends to sell restricted or control securities in a public market, and it serves to provide notice of the sale to the Securities and Exchange Commission.

However, when a transaction is classified as a secondary market transaction, it generally involves the buying and selling of securities that are already outstanding in the marketplace, rather than an issuance of new securities or a primary offering from the issuer. In this context, since the shares in question are already in circulation and the transaction does not involve the direct sale of new shares being issued by the company, Form 144 is not needed. This distinction is crucial as it reflects the nature of secondary transactions as being part of the existing market, rather than an extension of the issuer's offerings.