Question: Rule 905 provides that any “restricted securities” under Rule 144 that are equity securities of a domestic issuer will continue to be deemed to be restricted securities notwithstanding that they were acquired in a resale transaction pursuant to Rule 901 or 904. May a holder of restricted securities, which were originally acquired from a foreign private issuer in a transaction described in Rule 144(a)(3) (other than Rule 144(a)(3)(v)), resell those securities offshore pursuant to Rule 904 and without regard to Rule 905, if the issuer no longer qualifies as a foreign private issuer at the time of resale?

Answer: Yes. Rule 905 only applies to equity securities that, at the time of issuance, were those of a domestic issuer. [Jan. 23, 2015]