Which of the following securities is NOT exempt from the Securities Act of 1933? StatusB B. SEC has certified that the offering documents give full and fair disclosure Anyone can purchase a Regulation A offering - it is not limited solely to accredited (wealthy) investors. I by the seller of the restricted shares Tier 1 offerings, up to a maximum amount of $20 million, are given the easiest registration method and do not require audited financial statements. Solicitation of orders to buy "144" shares is prohibited (to stop you from soliciting potential customers to buy 144 shares, which would tend to push up the stock price). I Resale of the securities is permitted within that state immediately following the initial offering StatusA A. I and II only Correct D. I, II, III, IV. Intrastate offerings Section 3 (a) (11) of the Securities Act is generally known as the intrastate offering exemption. This exemption seeks to facilitate the financing of 400,000 shares StatusB B. II and IV only Which statement is TRUE? e. What is the pvalue? It controls exchangesonce the securities are in the market. The best answer is B. a. New issues can only be offered and recommended via a prospectus (unless the security is exempt). The best answer is A. A director of a publicly held company wants to sell 5,000 registered shares of that company's stock at $8 per share that she has held for 3 months. Incorrect Answer B. The deficiency must be cured before the SEC will allow the registration to be effective. The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. The Securities Act of 1933 regulates the subsequent public trading of The best answer is B. As of October 30, 2015, 29 states and the District of Columbia have adopted rules for intrastate securities offerings that fit into the general category of securities crowdfunding that is, the offer of securities over the Internet to a large number of investors who invest relatively small amounts. A sample of 65 observations is selected from one population with a population standard deviation of 0.75. Auction Rate Securities are long-term instruments StatusD D. II and IV, The best answer is A. Crowdfunding offerings are used by start-up companies to raise "seed" money, with the maximum amount permitted to be raised capped at $1,000,000 per offering. 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 280,000 shares 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. The best answer is D. 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. Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended The best answer is A. Fines assessed for convictions involving violations of insider trading laws are paid to the: Under Regulation M, which statement is TRUE regarding stabilizing bids entered by market makers? StatusD D. broker's representation letter. Which offering of securities under Regulation A is subject to purchase limitations? an "E-Z" registration process under the Securities Act of 1933 that permits a non-exempt issuer to issue up to $50,000,000 worth of securities each year. StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period under Regulation D, a purchaser of a private placement who has a net worth of at least $1,000,000; or an annual income of at least $200,000 for the past two years (or a couple with joint annual income of $300,000); or an officer of director of the issuer; or is an institution, such as a pension fund or insurance company. I Individual earning $200,000 per year Which statements are TRUE regarding intrastate offerings? II State registration StatusC C. I, II, III StatusD D. I, II, III, IV. IV Up to 6 sales per year are allowed The issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. Under SEC rules, the purchaser of a Regulation D private placement must complete and sign a(n): The rule is split into Tier 1 and Tier 2. Under the 1933 Act, U.S. Government securities are exempt and are not required to be registered with the SEC, nor are they required to be sold with a prospectus. Prior to the "20 day cooling off period," the filing had not been made, so nothing can be done that involves contacting the public about that issue. Correct Answer D. 6 months. Correct C. Rule 144A issues trade in the PORTAL market from QIB to QIB IV Publishing a tombstone announcement I purchases of control stock The red herring is used to obtain non-binding indications of interest in the issue, and may be sent to anyone during the cooling off period, whether or not that person has previously expressed any interest in the issue. IV secondary distribution An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. Oct. 16th 1,500,000 shares StatusC C. I and IV only Oct 31 Correct Answer A. I and III An investor owns 20% of the outstanding shares of ABC Corporation, a publicly traded company. StatusC C. issuer's representation letter Thus, issuers can sell private placements to these QIBs, who can then trade the private placement issues among themselves. I Fixed annuity contracts Correct B. I and IV Which of the following statements are TRUE about new registered stock offerings? "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" This gives the issuer the advantage of paying a short-term market interest rate on a long-term security. B. Which are permitted under FINRA rules? Thus, issuers have a way of selling securities to these investors quickly without incurring the costs of SEC registration; and the QIB knows that it can always sell that investment to another QIB without needing to register the issue with the SEC. 1% of 1,800,000 shares = 18,000 shares. II State registration The best answer is C. ADRs (American Depositary Receipts) are non-exempt securities and must be registered with the SEC under the Securities Act of 1933. II This rule allows seasoned issuers to file a blanket registration which covers a 5 year period Week Ending Volume If the Form 144 is filed today, the maximum sale is: StatusD D. 18,500 shares. StatusA A. I and III Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). Choice "c" is incorrect. StatusA A. I and III Under Rule 147, intrastate offerings cannot be resold out of state for how long following completion of the initial offering? The rules: require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal permit a company to raise a maximum aggregate amount of $5 million through crowdfunding offerings in a 12-month period If the seasoned issuer wishes to sell any securities during this 3 year period, it simply files a notification with the SEC that it is selling under that registration statement. When the Securities and Exchange Commission sets the effective date for a new issue in registration, which of the following statements is (are) TRUE? StatusA A. a registration statement must be filed with the SEC I Commercial Paper Rather than having to file a registration statement and complete a 20 day cooling off period for each new securities offering, the issuer files a blanket registration statement with the SEC that goes on the SEC's "shelf" for 3 years. Rule 147 is an exemption for an intrastate offering. All of the following are required to sell "144" stock EXCEPT: 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. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. In April 2017, it was adjusted to $2,200. IV A bank or savings and loan institution \text { Kurt Warner } & 93.2 & 5.1 & 3.4 \\ This client cannot make the investment because the dollar amount to be invested is too small II by the buyer of the restricted shares StatusA A. I only Click on the OOH I The SEC has certified that the offering documents give full and fair disclosure Correct C. I and IV A company has filed a registration statement with the SEC that uses a method that is only available to seasoned issuers. B. FINRA Rules B. The best answer is B. Explanation: In the situation being described the statement that would be true is that the customer is prohibited from buying these securities. D. "Many portfolio managers use covered call writing strategies to enhance income". All of the following statements can be made to customers about the trading of options EXCEPT: It is only available to "seasoned" companies that already have completed a registered IPO, that have been registered for 1 year, and that have a minimum market capitalization of $75 million. However, if a corporation spins off a subsidiary to its shareholders, the shareholders are receiving stock in a different company, so a registration statement must be filed for those shares. StatusD D. any price since this is a negotiated market offering. Correct A. immediately 6 months \text { Player } & \text { Rating } & \text { TD } \% & \text { Inter } \% \\ Regulation D allows a "private placement" exemption if an issue is sold to a maximum of 35 "non-accredited" investors. For the National Football League, ratings for the all-time leading passers were as shown below. The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. A corporation files a registration statement with the SEC to issue 300,000 shares out of its authorized stock and to sell 200,000 shares of restricted stock held by officers of the corporation. I registered distribution The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 years fully paid. The best answer is D. The Federal Government has no jurisdiction over intrastate offerings. Incorrect Answer A. subscription agreement Correct D. 4. If the Form 144 had been filed the preceding week, the maximum permitted sale is: StatusA A. Under Regulation D, which of the following statements are TRUE? The maximum amount that can be invested in a single offering under Regulation Crowdfunding is $100,000. Which statements are TRUE regarding intrastate offerings under Rule 147? 950,000 shares / 4 weeks = 237,500 shares StatusA A. I and III 525,000 shares Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED B. I and IV WebXYZ Corporation is preparing a registration statement for a new issue consisting of 300,000 new shares and 200,000 existing shares held by officers. Correct A. I and III September 20th StatusC C. Regulation A To sell, a Form 144 must be filed. Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. The best answer is A. However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. II purchases of restricted stock StatusC C. after holding the securities for an additional 6 months D. Auction Rate Securities are available from corporate and municipal issuers. Commercial Paper, which is issued by corporations, is not eligible for Fed trading. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: WebAll of the following statements are true about Rule 147 EXCEPT: A. Additional commissions or charges above the P.O.P. 3 months WebAll of the following regarding the official statement for a new municipal issue are true EXCEPT that it: A)meets disclosure requirements for purchasers of the new issue. short term negotiable CDs are callableC. Incorrect Answer C. $1,000,000 The shares can be sold: StatusB B. II and IV The best answer is B. If any of the securities are offered or sold to even one out-of-state person, the exemption may be lost. III Intrastate offerings are exempt from Federal registration StatusD D. I, II, III, IV. StatusA A. the public offering price as stated in the prospectus plus a commission $100,000 Week Ending Volume 4 weeks' trading volume This offering is a(n): The best answer is B. 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). I Stock dividend distribution Correct B. III and IV only Thus, while the issue is in registration, the issue cannot be offered, sold, advertised, or recommended, and orders to buy the issue cannot be solicited. StatusB B. A. I and III The offering price is $30 per A. D. Securities Act of 1933. C. II, III, IV The greater amount is 1% of outstanding shares, or 1,000,000 shares. Restricted stock is best described by which of the following? Correct B. II. StatusC C. a Form 144 must be filed with the SEC The intent is to help early-stage companies raise investment capital with little regulatory burden, improving job formation and economic growth in the U.S. economy. IV Any purchaser will pay the Public Offering Price plus a commission or mark-up Webwhich statement is true regarding intrastate offerings rule 147 offering rule 147a rule 147 requirements (1) NGICE Bonds Secured by a Letter of Credit .to the exemption for 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. Correct C. II, III, IV Oct. 30th The best answer is C. Rule 144A issues are private placement securities sold in minimum $500,000 blocks only to QIBs - Qualified Institutional Buyers (institutions with at least $100MM of assets available for investment). StatusB B. A customer that regularly purchases new common stock issues from her broker-dealer sends an e-mail to her registered representative asking that all prospectuses be forwarded to her electronically at her e-mail address. WebAll of the following statements regarding short term negotiable certificates of deposit are correct EXCEPT: A. the minimum denomination is $100,000B. III primary distribution The best answer is A. StatusB B. I and IV Nov 21 Note that there is no similar limitation on Tier 1 purchases. 10 III primary distribution Tier 2 offerings allow a maximum of $50 million to be raised, but require audited financial statements. Outstanding shares, or 1,000,000 shares exemption seeks to facilitate the financing 400,000! Are being recommended the best answer is B becomes effective is $ 100,000 that would be TRUE is that customer! The best answer is B person, the exemption may be lost one population with population. 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'' covered call writing strategies to enhance income '' a subject. Following transactions in the market is B before a new issue 's registration becomes effective is subject purchase.
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