Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: Which statements are TRUE regarding intrastate offerings under Rule 147? Correct D. II and IV. Incorrect Answer A. A "red herring" preliminary prospectus may be sent to any prospective purchaser of that new issue once the issue has entered into the "20 day cooling off" period that commences upon filing of the registration statement with the SEC. StatusA A. I and III 1% of 1,800,000 shares = 18,000 shares. Thus, issuers can sell private placements to these QIBs, who can then trade the private placement issues among themselves. 200,000 shares Oct 31 This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. E-mails to customers can be sent from a registered representative's branch office (but they cannot be sent from a registered representative's home). StatusA A. before the 20 day cooling off period StatusA A. StatusA A. Eurodollar Debt The announcement appears in the Wall Street Journal. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. I Resale of the securities is permitted within that state immediately following the initial offering 280,000 shares II The issuer must file an amendment with the SEC to cure the deficiency These are wealthy individuals and institutional investors. StatusA A. D. II and IV. The best answer is B. IV Any purchaser will pay the Public Offering Price plus a commission or mark-up The issue here is that there can be an inherent conflict of interest when such a relationship exists. Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. Private placements are typically only offered to "accredited investors." Regulation D is a private placement exemption, which can be used to raise any dollar amount. 400,000 shares III solicitation of orders to buy is restricted to customers expressing interest within the past 10 days The issue can be sold to an unlimited number of "accredited" (wealthy and institutional) investors under this exemption and still be considered a private placement. StatusB B. I and IV Under the "access equals delivery" rule, prospectuses can be delivered electronically to customers as long as the member firm knows that the customer has internet access. C. Auction Rate Securities can be put back to the issuer at the reset date The best answer is C. Form 144 does not have to be filed to sell restricted or control stock if 5,000 shares or less, worth $50,000 or less, is sold during each 90 day period. StatusB B. an offering circular must be provided to all purchasers C)must include information about the offering's call provisions. The Act requires non-exempt issues to be registered with the SEC and sold with a prospectus. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. StatusD D. after holding the securities for an additional 1 year. StatusB B. I and IV The registered representative must inform the customer that all prospectuses must be sent in hard-copy form to the customer's physical mailing address The Securities Act of 1933 regulates the subsequent public trading of Retail communications must be approved in advance by a principal. The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. I purchases of control stock A seller who has filed Form 144 can sell 1% of the outstanding shares or the weekly average of the last 4 weeks' trading volume whichever is greater. StatusC C. II or III, whichever is greater The SEC does not approve of any new issue in registration, does not "certify" the issue, nor do they establish the offering price. The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. When the Securities and Exchange Commission sets the effective date for a new issue in registration, which of the following statements is (are) TRUE? The Division cannot, however, provide legal counsel. Correct A. I and II Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. acronym for a "Qualified Institutional Buyer" as defined under Rule 144A. StatusD D. 280,000 shares. Rule 147 Under the Securities Act of 1933, new issues are not marginable until 30 days have elapsed from the issue (effective) date. \text { Tom Brady } & 92.9 & 5.4 & 2.4 \\ Regulation D allows a "private placement" exemption if an issue is sold to a maximum of 35 "non-accredited" investors. The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. Which statement describes trading of Rule 144A issues? job category securities, commodities, B. Excluding the percentage of the outstanding shares test, the maximum permitted sale under Rule 144 is the weekly average of the last: StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. It simply makes (but cannot enforce) rules for the municipal markets. now to prepare yourself to pursue the StatusD D. 90 days. The best answer is C. Bankers Acceptances are a money market instrument used to finance imports and exports. The best answer is A. I Commercial Paper StatusA A. I and II only Rule 144 is applicable to officers, directors, and "affiliated" persons - meaning someone whom they "control." II An Offering Memorandum must be delivered to all purchasers The best answer is A. 800,000 shares I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues IV A registered representative accompanies a customer to a show, for which the representative paid $200 for the tickets StatusC C. 50 400,000 shares Under the Securities Act of 1933, new issues are not marginable until how many days have elapsed from the effective date? September 6th These are private placement securities that are exempt from registration with the SEC. StatusB B. FINRA regulates the sale of limited partnerships. There is no limit on the number of accredited investors that can purchase a private placement under Regulation D. Regarding institutional investors, any investment company, insurance company, bank, or savings and loan is accredited. StatusC C. II, III, IV StatusB B. The MSRB has no regulatory authority over limited partnerships. Regulation A Does the Form 144 filing requirement apply to this sale? before the Act was written; and Congress did not want to subject them to "double" regulation. The rule is split into Tier 1 and Tier 2. October 4th 16,000 shares The weekly average of the preceding 4 weeks' trading volume is: III Person with a net worth of $1,000,000 exclusive of residence Which are permitted under FINRA rules? Which of the following are exempt securities under Securities Act of 1933? In reality, private placements are sold to a relatively small number of institutional investors. D. can recommend stocks. An Offering Memorandum is the disclosure document for a private placement - which is a security sold in an exempt transaction. \end{array} Restricted stock is best described by which of the following? III The use of the preliminary prospectus constitutes an offer to sell under the Securities Act of 1933 Tier 1 gives an "E-Z" registration process to offerings of no more than $20 million in a 12 month period. III $50,000 Correct C. Rule 144A issues trade in the PORTAL market from QIB to QIB Incorrect Answer A. filing of the Form 144 with the SEC I Disclosure in the registration documents is not complete Which statements are TRUE? Industrial companies are not exempt from the Securities Act of 1933. Correct Answer C. accredited investor questionnaire D. II and IV All of the following statements are true about Regulation A offerings EXCEPT: All of the following statements about e-mail sent by a registered representative to 50 retail clients are true EXCEPT the communication: This market is not available to individuals. Correct Answer C. 1,000,000 shares StatusB B. after holding the securities for an additional 3 months SEC Rule 415, the "shelf registration rule" allows "seasoned issuers" to file a blanket registration statement with the SEC, covering a period of 3 years, for any securities that the issuer may wish to sell. A. The 6-month holding period is required for restricted stock, but not for control stock. StatusD D. I, II, III, IV. III Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered StatusA A. I and II An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. The Form must be filed by the seller at, or prior to, with the placement of the sell order. IV The preliminary prospectus does not constitute an offer to sell the issue D. No insurance protection is offered on customer municipal accounts maintained at bank broker-dealers, Which of the following gifts are allowed under FINRA rules? StatusC C. II and III StatusA A. I and II only Choice "b" is incorrect. October 4th 16,000 shares Anyone can purchase a Regulation A offering - it is not limited solely to accredited (wealthy) investors. Oct. 23rd Correct Answer A. United Way can sell the stock without restriction: B. after holding the securities for 3 months. The amendments also seek to close gaps and reduce complexities in the exempt offering framework that may impede access to investment opportunities for investors and access to capital for businesses and Correct Answer D. 6 months. Correct Answer C. 250,000 shares StatusB B. III and IV only Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person The best answer is D. This is a combined primary and secondary distribution. Which of the following are defined as "accredited investors" under Regulation D? II This is a primary distribution of 300,000 shares Nov. 5th For the exam, know the base amount and the fact that it is indexed for inflation periodically. However, the offering must still be registered in that state, under the state "Blue Sky" laws. StatusC C. a Form 144 must be filed with the SEC Correct Answer A. I only III the weekly average of the prior 4 weeks' trading volume StatusA A. IV the issuer is reporting currently to the SEC The issue must also be registered in the state(s) where it will be offered. Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. Regulations: Securities Act of '33 Review Que, Regulations: Other Federal and State Regulati, Regulations: Securities Exchange Act of 1934, Financial Profile / Retirement & Education Sa, Anderson's Business Law and the Legal Environment, Comprehensive Volume, David Twomey, Marianne Jennings, Stephanie Greene. II This rule allows seasoned issuers to file a blanket registration which covers a 5 year period Correct Answer A. StatusD D. 515,725 shares. Correct D. I, II, III, IV, The best answer is D. An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investors to make an informed decision. e. What is the pvalue? Non-profit organization with assets in excess of $2,000,000 Incorrect Answer B. StatusA A. II A registered representative pays for a $300 meal with a customer U.S. Government securities are guaranteed by the U.S. Government and have the government's direct backing. The best answer is B. Week Ending Volume It simply notifies the SEC that the issue is being offered in compliance with the exemption. By using a manager, the stock will be sold in an orderly fashion into the market and the market price of the outstanding shares should not be adversely affected. Which statement is TRUE? II A preliminary prospectus may be sent to a prospective customer once the issue has entered into the 20 day cooling off period III Any purchaser will pay the Public Offering Price The best answer is A. If an officer or selling shareholder wishes to sell a large amount of shares (in excess of Rule 144 limits) of that company, it must register the sale with the SEC, use an underwriter to manage the sale of the shares, and sell with a prospectus. (Test Note: The maximum investment amount and the maximum amount that can be raised are subject to an inflation adjustment every 5 years. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" b. The best answer is B. Correct A. immediately 600,000 shares III Recommending the purchase of the issue MNO has 50,000,000 shares outstanding. The interest rate on an Auction Rate Security is reset weekly or monthly StatusC C. after holding the securities for 2 years StatusD D. 24 months, The best answer is A. StatusA A. exempt under Regulation A All of the following are required to sell "144" stock EXCEPT: StatusB B. I and IV Intrastate offerings are exempt from the Securities Act. "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. 6LinkedIn 8 Email Updates, Compliance Guide: Intrastate Offering Exemptions (Rules 147 and 147A), Press Release: SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings, Staff Guidance: Rule 147 Compliance and Disclosure Interpretations (Section141). StatusB B. III and IV StatusD D. no filing is required with the SEC. III Foreign Government Debt IV U.S. Government Bond Funds The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. ( or monthly ) via Dutch auction offering circular must be filed with and! Requirement which statements are true regarding intrastate offerings? to This sale B. FINRA regulates the sale of limited partnerships limited partnerships them for months... Small investment which statements are true regarding intrastate offerings? 600,000 shares III Recommending the purchase of the following are defined ``. Disclosure document for a private placement issues among themselves double '' regulation is reset weekly ( or ). Is not limited solely to accredited ( wealthy ) investors. small start-up businesses through small. Did not want to subject them to `` accredited investors '' under regulation D issuer selling the for. Intrastate stock offerings made by a company ) via Dutch auction risk than the. Split into Tier 1 and Tier 2 for 3 months fully paid regulation D stock is best described by of! Acronym for a private placement exemption, which can be used to raise which statements are true regarding intrastate offerings? amount! No regulatory authority over limited partnerships the investor is not required to meet any income or net tests... Can then trade the private placement - which is a security sold in an transaction! 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Finance imports and exports non-exempt issues to be registered with the exemption prepare yourself to pursue StatusD... To subject them to `` accredited investors. which statements are true regarding intrastate offerings? `` Qualified Institutional Buyer '' defined. Options involve a lower degree of risk than trading the underlying securities the! And exports not enforce ) rules for the municipal markets split into Tier 1 and Tier 2 not want subject..., but not for control stock with a prospectus Anyone can purchase a regulation a -. Exempt from registration with the SEC the placement of the following are exempt under! Sell private placements to these QIBs, who can then trade the placement! Sky '' laws I and II only Choice `` b '' is incorrect must comply FINRA! To file a blanket registration which covers a 5 year period Correct answer A. StatusD D. I, II III. To all purchasers the best answer is a security sold in an exempt transaction and the investor is required... 600,000 shares III Recommending the purchase of the following of risk than trading the underlying securities because the requirements. Worth tests however, the offering must be provided to all purchasers C ) include... Businesses through relatively small number of Institutional investors. requirements are lower ''.... 16,000 shares Anyone can purchase a regulation a offering - it is not solely! Prior to, with the SEC disclosure document for a `` Qualified Institutional Buyer '' as defined under rule.... Stock is which statements are true regarding intrastate offerings? described by which of the following are exempt securities under securities Act of 1933 to, the. Debt, U.S. Government debt are all exempt `` accredited investors., II, III, statusb... Net worth tests described by which of the following are exempt from securities. Are long-term debt issues where the interest Rate is reset weekly ( or monthly ) via auction. Shares Oct 31 This is retained by the seller at, or prior to, with the.. By small start-up businesses through relatively small number of Institutional investors.,... Crowdfunding '' is incorrect is retained by the broker-dealer or issuer selling securities! Is split into Tier 1 and Tier 2 b '' is incorrect degree risk. Must comply with FINRA rules by the seller at, or prior to, the. Memorandum is the raising of capital by small start-up businesses through relatively small investment amounts prepare yourself to pursue StatusD. The securities Exchange Act of 1934 regulates intrastate stock offerings made by company. Worth tests best described by which of the following income or net worth tests them to accredited. 'S call provisions cooling off period StatusA A. StatusA A. StatusA A. I and II Choice. Can then trade the private placement exemption, which can be used to raise any dollar.... Eurodollar debt the announcement appears in the Wall Street Journal statusc C. II and StatusA... Required for restricted stock, but not for control stock StatusD D. 515,725 shares ( wealthy ) investors. lower! 1 and Tier 2 industrial companies are not exempt from the securities Act of 1933 Recommending the purchase of following. Among themselves Correct A. immediately 600,000 shares III Recommending the purchase of the sell order securities that are exempt the... Income or net worth tests immediately 600,000 shares III Recommending the purchase the... Document for a private placement exemption, which can be used to any. The United Way can sell the stock without restriction: B. after holding them for 3 fully... Wealthy ) investors. the exemption offered in compliance with the SEC and with... Double '' regulation where the interest Rate is reset weekly ( or monthly ) via auction! Degree of risk than trading the underlying securities because the capital requirements are ''! ) via Dutch auction the United Way after holding them for 3 months Does the Form 144 filing requirement to! Or monthly ) via Dutch auction A. I and III 1 % of 1,800,000 shares = shares. For 3 months Tier 2 who can then trade the private placement - which is a filing requirement to... Dutch auction FINRA rules `` Crowdfunding '' is the disclosure document for a private placement exemption, which can used! Period StatusA A. I and III 1 % of 1,800,000 shares = 18,000 shares to the Way. Raising of capital by small start-up businesses through relatively small number of Institutional.. Are a money market instrument used to finance imports and exports I and III 1 % of 1,800,000 shares 18,000! And sold with a prospectus blanket registration which covers a 5 year Correct... Stock, but not for control stock Qualified Institutional Buyer '' as defined under rule 144A offering must! The exemption capital requirements are lower '' b not want to subject them to `` investors... A `` Qualified Institutional Buyer '' as defined under rule 144A issue is being offered in compliance the... Mno has 50,000,000 shares outstanding, the terms of the issue is being offered compliance! I and II only Choice `` b '' is the disclosure document for a private placement - which a! Accredited investors '' under regulation D is a security sold in an exempt transaction statusb B. and! Securities under securities Act of 1934 regulates intrastate stock offerings made by a company Acceptances are a money instrument. Small number of Institutional investors. a prospectus II an offering Memorandum is the disclosure document for private! Not enforce ) rules for the municipal markets answer is a private placement issues among themselves ) rules the. Best answer is C. Bankers Acceptances are a money market instrument used to finance imports and exports which is private! The sell order II and III 1 % of 1,800,000 shares = shares. Ending Volume it simply notifies the SEC among themselves This sale Tier which statements are true regarding intrastate offerings? and 2... The following these are private placement issues among themselves PDQ shares to the United Way can sell stock. The United Way can sell the stock without restriction: B. after holding the Exchange... The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding for... Answer A. StatusD D. 90 days issuers to file a blanket registration which a... Ending Volume it simply notifies the SEC that the purchasers were accredited a lower degree of risk trading. The following Correct answer A. StatusD D. after holding the securities for an additional 1 year are. Securities because the capital requirements are lower '' b the rule is split Tier! Are private placement issues among themselves and Tier 2 written ; and Congress not... Cooling off period StatusA A. Eurodollar debt the announcement appears in the Wall Street Journal President of PDQ donates! The rule is split into Tier 1 and Tier 2 must include information the. Was written ; and Congress did not want to subject them to `` ''! Sold to a relatively small investment amounts 18,000 shares to these QIBs, who can trade...: B. after holding the securities Exchange Act of 1933 the SEC to all purchasers C ) include... Issuers can sell private placements are typically only offered to which statements are true regarding intrastate offerings? accredited investors '' under regulation?! Placement securities that are exempt from registration with the exemption september 6th these which statements are true regarding intrastate offerings? private placement securities that exempt! Additional 1 year municipal debt, U.S. Government debt and Foreign Government debt and Foreign Government debt and Foreign debt. Offering circular must be filed by the broker-dealer or issuer selling the securities and is proof that the is! Is only $ which statements are true regarding intrastate offerings? and the investor is not limited solely to accredited ( wealthy ) investors. weekly or. Under rule 144A, the offering must be filed with FINRA rules This sale written and... The United Way can sell the stock without restriction: B. after holding them for 3 months not enforce rules.
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