The investor's spouse owns 5% of that company's stock. Which of the following actions on the part of a corporation would require registration statement filing with the SEC under Rule 145? Incorrect Answer B. II only I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues Since the offering can only be made through a prospectus, it is an offering that is registered with the SEC. III $50,000 II Resale of the securities is permitted outside that state immediately following the initial offering I Fixed annuity contracts It is permitted to distribute a red herring preliminary prospectus; to take non-binding indications of interest; and to publish an tombstone announcement. Such a broker-dealer, if it were unscrupulous, would have an incentive to "support" the price of the issue in the aftermarket, making it more likely that the municipality would use that firm for future underwritings. (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) StatusC C. 9 months Regulation D is a private placement exemption, which can be used to raise any dollar amount. StatusB B. 485,000 shares StatusD D. Common Carrier issues. The best answer is B. II The rule exempts intrastate issues from State registration Any control relationship, wherein a person at the municipal securities firm is in a position to influence a municipal issuer whose securities are being traded by that firm, must be disclosed. Incorrect Answer B. by using an underwriter, the selling shareholders can offer their shares to the public at a premium to the current market price of the stock and maximize their potential profit on the sale FINRA regulates the sale of limited partnerships. II. 490,000 shares StatusD D. II and IV. All of the following are exempt issues under the Securities Act of 1933 EXCEPT: The best answer is C. Real Estate Investment Trusts are regulated similarly to Investment Companies, and their securities are non-exempt and must be registered under the Securities Act of 1933. \end{array} (see Accredited investor), To claim a private placement exemption: 800,000 shares Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: StatusC C. This is permitted under SEC rules as long as the potential viewer completes and signs an arbitration agreement before being given the password to enter I Commercial Paper September 6th 17,000 shares Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED are not allowed. WebThe best answer is B. SEC Rule 10b-5-1 allows officers of publicly held companies (statutory insiders) to establish "pre-arranged trading plans" that set future transaction The only way to resell them is in a "private transaction.". ABC corporation has 100,000,000 shares outstanding. 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 Telecommunication 47 CFR Section 64.604. To sell, a Form 144 must be filed. The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. WebAll of the following statements are true about Rule 147 EXCEPT: A. Rule 144A issues are not listed and trade in the OTCBB or Pink Sheets I Sale of the issue IV The issuer avoids the 20 day cooling off period and is allowed to issue the securities 2 business days after filing The issue must also be registered in the state(s) where it will be offered. WebWhich statements are TRUE regarding intrastate offerings? StatusD D. any price since this is a negotiated market offering. Week Ending Volume Correct B. I, III, IV Correct A. immediately StatusA A. I and III These are wealthy individuals and institutional investors. The best answer is D. Rule 144 volume limitations on the resale of restricted securities are lifted after the stock has been held, fully paid, for 6 months; as long as the seller has been unaffiliated with the issuer for at least 3 months. Both the issuer and all purchasers must be state residents B. Resale is permitted to state residents only, for the 180 day period following the offering C. The rule exempts intrastate issues from State registration D. The rule exempts intrastate issues from Federal registration The previous weeks' trading volumes are: Oct. 30th IV with a less-rigorous registration process with the SEC Rule 144 includes a "de minimis" exemption, permitting the sale every 3 months of 5,000 shares or less, worth $50,000 or less, without having to file a Form 144. StatusA A. Eurodollar Debt StatusA A. Week Ending Volume Correct B. I, II, III Statements B, C, and D are facts and are true. Correct C. Rule 144A issues trade in the PORTAL market from QIB to QIB StatusC C. The registered representative must advise the customer that the firm will charge an extra fee for this service A non-profit organization, trust, or institutional investor is accredited if it has at least $5,000,000 of assets and was NOT formed with the intent of buying the private placement. A company must determine the residence of each offeree and purchaser. StatusC C. after holding the securities for 2 years 750,000 shares the effective date of the issue is unaffected by the deficiency notice An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investor 1% of 100,000,000 shares = 1,000,000 shares. Incorrect Answer D. No, because the shares are not restricted. Thus, intrastate offerings of securities are exempt from Federal registration, but still are subject to registration within that State under the State's Blue Sky laws. StatusA A. The best answer is B. StatusD D. Foreign Government Debt. Which statement describes trading of Rule 144A issues? short term negotiable CDs are callableC. 17,000 shares StatusC C. II or III, whichever is greater The Form 144 is simply a notification to the SEC that stock will be sold in compliance with the Rule - the SEC does not approve of the sale. III Recommending the purchase of the issue Correct Answer A. they are sold on a dealer basis StatusD D. 90 days. Anyone can purchase a Regulation A offering, however the amount that can be purchased of a Tier 2 offering by a non-accredited investor (basically, a person who is not wealthy) is limited to the greater of 10% of that person's annual income or net worth. Correct A. This research report cannot be sent, since it would be considered to be a prohibited "offer to sell" the securities. September 27th 280,000 shares A registered representative has prepared a research report about a new issue that is "in registration." 280,000 shares A. The best answer is A. IV the weekly average of the prior 8 weeks' trading volume Which statement is TRUE? StatusB B. III and IV However, the issue is still subject to state (blue-sky) registration. (Test Note: The investment minimum and maximum amount that can be raised are subject to an inflation adjustment every 5 years. These are private placement securities that are exempt from registration with the SEC. StatusC C. II and III Note, however, the restricted securities may always be sold in a so-called "private transaction" - these are not considered to be public offers of that restricted security. 200,000 shares StatusB B. I and IV II An Offering Memorandum must be delivered to all purchasers The best answer is B. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. Since this offering is being sold under a prospectus, it has been registered with the SEC. The 6-month holding period is required for restricted stock, but not for control stock. No specific authorization is required to sell naked or covered calls in discretionary accounts. Excluding the percentage of the outstanding shares test, the maximum permitted sale under Rule 144 is the weekly average of the last: The firm has more than 300 lawyers and other professionals practising in New York, New York; Washington, DC; Los Angeles and San Diego, California; Chicago, Illinois; Stamford, Connecticut; Parsippany, New Jersey; and Houston, Texas. In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. B. FINRA Rules StatusD D. broker's representation letter. ", Which of the following statements are TRUE about Rule 147? e. What is the pvalue? Intrastate offerings are exempt from: The best answer is B. 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 220,000 shares An "accredited investor questionnaire" is required when which type of offering is made to investors? Commercial Paper, which is issued by corporations, is not eligible for Fed trading. September 6th 1.It ignores NULL values. hich of the following securities are eligible for trading by the Federal Reserve? The prospectus is the disclosure document for new issues that are not exempt from registration. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. StatusD D. $5,000,000, The best answer is A. Correct A. I and III Nov. 5th 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. I made by start-up issuers with a list of things you could do 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 the price up). Correct Answer A. I only Regulation A is intended to make it easier for start-up companies to raise capital. United Way can sell the stock without restriction: StatusA A. I and II only If any of the securities are offered or sold to even one out-of-state person, the exemption may be lost. III Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered Correct A. 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. II Accepting an indication of interest from the customer The Securities Act of 1933 The best answer is A. 4.The number of columns and data types must be identical for all SELECT statements in the query. II The proper documents for registration have been filed with the SEC trading occurs in the secondary marketD. StatusD D. II and IV. The best answer is B. Included are investment companies, insurance companies, banks, trust funds, employee benefit plans, and employee retirement funds. Correct B. exempt under Regulation D Once the registration is effective, the final prospectus is used to offer and sell the issue. Rule 144A allows qualified institutional buyers ("QIBs") to buy and trade between themselves large blocks of privately placed issues. The idea here is that people could attempt to get around the 35 non-accredited investor limit by having these non-accredited investors contribute to a trust that would buy the issue. The best answer is C. "Control stock," which is registered stock of a company bought in the open market by an officer or director of that company, is subject to all Rule 144 requirements when the officer or director wishes to sell, except for the 6-month holding period. Common carriers, small business investment companies, and benevolent associations are all exempt. The client cannot make the investment unless he or she is an accredited investor III The preliminary prospectus constitutes an offer to sell the issue 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. StatusA A. The maximum amount that can be invested in a single offering under Regulation Crowdfunding is $100,000. 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