The best answer is A. Correct B. Correct Answer C. II, III, IV A. I and II only Generally, registered secondary distributions are used by officers of public held companies and larger shareholders, who when selling shares, are subject to the requirements of Rule 144 (public notice of sale and limits on the amount of shares that can be sold each quarter). Industrial companies are not exempt from the Securities Act of 1933. StatusB B. I and IV In April 2017, the maximum investment amount was increased to $107,000 and the maximum amount that can be raised was adjusted to $1,070,000. I made by start-up issuers A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended IV Municipal Debt 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. E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). A start-up company looking to raise a small amount of "seed" capital would most likely use: II Rule 144A limits the amount of restricted securities that can be sold in the public markets Which statements are TRUE regarding intrastate offerings under Rule 147? Generally, registered secondary distributions are used by officers of public held companies and larger shareholders, who when selling shares, are subject to the requirements of Rule 144 (public notice of sale and limits on the amount of shares that can be sold each quarter). This procedure avoids the "20 day cooling" off period, and allows seasoned issuers to enter the market quickly (such as when interest rates have dipped) to sell their securities. 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 Non-profit organization with assets in excess of $2,000,000 The seller must represent that the securities have been held fully paid for 6 months, otherwise Rule 144 cannot be used. 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 The spouse is considered to be an affiliated person subject to Rule 144 StatusC C. The client cannot make the investment because the offering is only available to institutional investors PlayerSteveYoungPeytonManningKurtWarnerTomBradyJoeMontanaCarsonPalmerDaunteCulpepperRating96.894.793.292.992.390.189.9TD%5.65.75.15.45.25.14.9Inter%2.62.83.42.42.63.13.2. 4 weeks' trading volume H0:12;H1:1>2H_0:_1_2; H_1:_1>_2 I The SEC has certified that the offering documents give full and fair disclosure StatusB B. III and IV only Once the registration is effective, orders can be accepted if customers receive the final prospectus, at or prior to, confirmation of sale. It could do this by making purchases of that issue in its discretionary accounts. I purchases of control stock Correct Answer B. I and IV IV Soliciting orders to buy the issue The Act requires non-exempt issues to be registered with the SEC and sold with a prospectus. StatusA A. FINRA limits gifts related to one's activities in the securities industry to a maximum of $100 value per person per year. The best answer is B. Correct Answer A. I or III, whichever is greater The SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. Correct Answer C. 3 years FINRA regulates the sale of limited partnerships. I registered distribution StatusB B. Because this sale is 5,000 shares @ $8 = $40,000, it can be done under this exemption. II This is a primary distribution of 300,000 shares IV Rule 144A permits issuers to sell tradeable private placement units to individual investors $100,000 The issue here is that there can be an inherent conflict of interest when such a relationship exists. Correct B. American Depositary Receipts IV the issuer is reporting currently to the SEC Correct C. Regulation A To offer a private placement, which statement is TRUE? II Savings and Loan Issues When the Securities and Exchange Commission sets the effective date for a new issue in registration, this means that the: "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" Which statement is TRUE? StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period The best answer is D. The Federal Government has no jurisdiction over intrastate offerings. An abbreviated registration statement is filed with the SEC (Form S1-A) and the issue must go through a 20 day review period, similar to a regular registered offering. A. Auction Rate Securities are long-term instruments StatusD D. effective cost to potential purchasers has been established by the SEC. StatusD D. $5,000,000, The best answer is A. StatusA A. If the Form 144 was filed the preceding week, then the week ending November 12th would not yet have occurred. The underwriters use the indications collected as one of the determinants for pricing the issue (this happens at the very end of the cooling off period). Regulation D permits a private placement to be sold to a maximum of 35 non-accredited investors and an unlimited number of accredited (wealthy and institutional) investors. It applies limits to sales of restricted (private placement) stock in the open market and sales of registered stock being sold by control persons. StatusA A. I and III A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended C. MSRB Rules StatusD D. 1,025,000 shares. Non-profit organization with assets in excess of $2,000,000 Disclosure is accomplished by providing the purchaser with a copy of an "Offering Circular," which for smaller private placements is called the "Offering Memorandum.". September 6th The company has 25,000,000 shares outstanding. StatusC C. I and III only The focus of the rule is to require that there be current public information regarding a company. B. III and IV only All of the following statements about e-mail sent by a registered representative to 50 retail clients are true EXCEPT the communication: Incorrect Answer B. I for start-up companies StatusD D. An individual investor who buys $2,000,000 of the offering. If an issuer complies with all of the provisions of Rule 147, then the issuer will be deemed to have complied with Section 3 (a) (11). Listed stocks, and stock options are non-exempt issues that must be registered with the SEC. Search/A-Z Index link and enter the 600,000 shares Yes, because any sale of shares by a director requires the filing of a Form 144 The best answer is B. Rule 147, as amended, has the following requirements: Securities purchased in an offering under Rule 147 limit resales to persons residing within the state of the offering for a period of six months from the date of the sale by the issuer to the purchaser. Week Ending Volume The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. Nov 14 490,000 shares Thereafter, they can be resold interstate. While no prospectus is required, each buyer must be given disclosure in an Offering Circular. How can an investor resell non-restricted securities? Correct Answer D. II and IV. Control shares are registered shares owned by a key officer or director. Intrastate offerings are exempt from: U.S. Government issues, savings and loan issues, and municipal issues are exempt. StatusD D. arbitration agreement. These are private placement securities that are exempt from registration with the SEC. II Advertisement of the issue StatusC C. after holding the securities for 2 years WebWhich of the following statements are TRUE regarding restricted securities being sold under Rule 144? Correct C. sales are limited to purchasers who are "resident" in the state where the issuer resides ARSs are available from both corporate and municipal issuers. StatusA A. (b) Describe its shape (skewed left, symmetric, skewed right). Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Which statements are TRUE about the use of a "red herring" preliminary prospectus? This registration statement is good for: II The issuer must file an amendment with the SEC to cure the deficiency StatusC C. Rule 147 Incorrect Answer D. I, II, III, IV. III primary distribution Incorrect Answer D. the issuer is reporting currently to 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. II A Form 144 must be filed if the shares are to be sold Rule 144 allows the sale of 1% of the issuer's outstanding shares or the weekly average of the preceding 4 weeks' trading volume (whichever is greater) to be sold every 90 days. Rule 144 is applicable to officers, directors, and "affiliated" persons - meaning someone whom they "control." 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. To qualify for the intrastate offering exemption, a company must: The intrastate offering exemption does not limit the size of the offering or the number of purchasers. If the Form 144 had been filed the preceding week, the maximum permitted sale is: Regulation D is a private placement exemption, which can be used to raise any dollar amount. A registered representative who handles the accounts of wealthy clients is told the ), The selling shareholders are required to offer their shares via a prospectus because: WebWhich of the following is true regarding VC investment into a portfolio firm? 400,000 shares StatusC C. Municipal Debt All of the following would be considered a "control" relationship to be disclosed to customers EXCEPT the: a notice from the Securities and Exchange Commission to an issuer who has filed a registration statement under the Securities Act of 1933, that the disclosure is not adequate. The best answer is B. StatusB B. Benevolent Association issues There is no limit on the number of accredited investors that can purchase a private placement under Regulation D. 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