There is no restriction on resales within that state. 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. Correct B. III Gift of $150 cash The best answer is B. ADRs (American Depositary Receipts) are non-exempt securities and must be registered with the SEC under the Securities Act of 1933. StatusC C. II and III This client cannot make the investment because the dollar amount to be invested is too small StatusC C. I, II, and IV The best answer is B. One is not accredited because a large purchase of the private placement is made. (Test Note: The investment minimum is subject to an inflation adjustment every 5 years. StatusB B. III and IV Correct B. I and IV Incorrect Answer C. 12 months The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 years fully paid. State Blue Sky Laws StatusB B. I and IV (Test Note: The maximum investment amount and the maximum amount that can be raised are subject to an inflation adjustment every 5 years. The best answer is B. before the Act was written; and Congress did not want to subject them to "double" regulation. Correct Answer C. 3 years StatusA A. I and II only IV Proceeds from the sale of 300,000 shares will go to the company Tier 1 gives an "E-Z" registration process to offerings of no more than $20 million in a 12 month period. StatusC C. II, III, IV A. must be reviewed and approved in advance by a principal All of the following are required to sell "144" stock EXCEPT: Thus, a corporation distributing a stock dividend or splitting its stock would not require a registration statement filing. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Once the registration is effective, orders can be accepted if customers receive the final prospectus, at or prior to, confirmation of sale. An unregistered hedge fund creates a website and uses it to promote itself to investors. III Merger with another publicly held company StatusA A. I only Nov. 5th 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. It requires the registration of broker-dealers and self-regulatory organizations (the exchanges). Most of the registration statement is a copy of the Prospectus to be given to investors. The transfer agent is authorized by the SEC to transfer the shares without a copy of the Form 144. A sample of 65 observations is selected from one population with a population standard deviation of 0.75. 400,000 shares Non-profit organization with assets in excess of $2,000,000 C. "Options can be used to hedge stock positions from loss" Correct Answer B. I and IV b. Which statement is TRUE about insurance coverage on customer brokerage accounts maintained at banks registered solely as municipal securities dealers? I Individual earning $200,000 per year StatusB B. II and IV Which statements are TRUE about the use of a "red herring" preliminary prospectus? The best answer is D. Prior to the filing of a registration statement for a new issue, nothing can be done. Rule 144A issues are not listed and trade in the OTCBB or Pink Sheets StatusD D. 1,025,000 shares. (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) September 20th 485,000 shares IV sales of restricted stock StatusA A. B. 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? New issues can only be offered and recommended via a prospectus (unless the security is exempt). StatusD D. each sale is limited to the greater of 1% of the outstanding shares; or the weekly average of the prior 4 weeks' trading volume. B. III and IV only StatusA A. StatusB B. I and IV Once the registration is effective, the final prospectus is used to offer and sell the issue. Rule 147 is an exemption for an intrastate offering. (see Cooling off period), If the SEC sends a deficiency letter to the issuer regarding an issue in registration, which of the following statements are TRUE? The deficiency must be cured before the SEC will allow the registration to be effective. III Proceeds from the sale of 500,000 shares will go to the company StatusB B. Correct B. Rule 144 permits the sale of the greater of 1% of the shares outstanding or the weekly average of the preceding 4 weeks' trading volume. Incorrect Answer A. Additional commissions or charges above the P.O.P. The rule allows the greater of 1% of the outstanding shares or the weekly trading average of the last 4 weeks to be sold under the filing. StatusD D. I, II, III, IV. Intrastate offerings are exempt from the Securities Act. Retail communications must be approved in advance by a principal. c. Compute the value of the test statistic. A company must determine the residence of each offeree and purchaser. Correct Answer A. I only The intent is to make it easy for start-up company to raise "seed" capital in a private placement offering from a group of relatively small investors. C. MSRB Rules I Federal registration The best answer is A. 1% of 1,800,000 shares = 18,000 shares. 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. StatusD D. 18,500 shares. II A Form 144 must be filed if the shares are to be sold StatusA A. I and III Correct C. Regulation A In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. II Advertisement of the issue StatusC C. II and III If the SEC finds that there is not adequate disclosure after the amendment is filed, it can issue subsequent deficiency letters. StatusC C. A security purchased by a non-accredited investor in a Regulation D private placement StatusB B. I and IV 525,000 shares Scores on an accounting exam ranged from 42 to 96 , with quartiles Q1=61,Q2=77Q_1=61, Q_2=77Q1=61,Q2=77, and Q3=85Q_3=85Q3=85. II The proper documents for registration have been filed with the SEC 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). StatusB B. III and IV only Since the shares are being offered at the current market price of the stock, Choice B is false. It simply makes (but cannot enforce) rules for the municipal markets. Rule 144 permits the sale of the greater of 1% of the shares outstanding or the weekly average of the preceding 4 weeks' trading volume. 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 best answer is A. A registered representative has prepared a research report about a new issue that is "in registration." The best answer is B. The best answer is B. The best answer is B. Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues IV Up to 6 sales per year are allowed 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. The issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. These are wealthy individuals and institutional investors. What are the problems with intrastate offerings that the SEC is trying to solve? SEC Regulation Crowdfunding sets the ground rules for these offerings. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. StatusB B. a maximum of 4 sales per year are permitted The primary distribution of 300,000 shares consists of the newly issued shares where the proceeds will go to the issuer. StatusC C. exempt under Rule 144 Regarding individual investors, either a minimum income ($200,000 for an individual or $300,000 for a married couple) or net worth test ($1,000,000 net worth) must be met to be accredited. Correct D. II and III only. StatusD D. 90 days. An unaffiliated investor wishes to sell a large amount of "144" shares. Under SEC rules, the purchaser of a Regulation D private placement must complete and sign a(n): An investor wishes to sell restricted stock under the provisions of Rule 144. D. II and IV Sell covered calls 1% of 100,000,000 shares = 1,000,000 shares. StatusC C. Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered The best answer is B. an offer of securities that is made only in one state (as opposed to an interstate offer made in more than 1 state) that is an exempt transaction under the Securities Act of 1933, since the Federal government does not have jurisdiction unless the transaction crosses state lines. StatusD D. II and IV, The best answer is C. Under Regulation D, purchasers of private placements must be given full disclosure about the issue, even though no prospectus is required (the issue is exempt). StatusD D. Neither Tier 1 nor Tier 2 offerings. IV Gift of baseball tickets with a value of $150 Correct Answer C. II, III, IV ARSs are available from both corporate and municipal issuers. II The issuer must file an amendment with the SEC to cure the deficiency The greater amount is 1% of outstanding shares, or 1,000,000 shares. StatusC C. 60 days StatusB B. Once the registration statement is filed, a preliminary prospectus can be sent; indications of interest can be accepted; and a "tombstone" announcement can be published. The issuer must represent that the corporation is current with all required SEC filings because it is prohibited to use Rule 144 to sell if this is not the case. Correct Answer C. the stock must be held for 6 months, fully paid C. I and IV Securities that are sold under a Rule 147 exemption (intrastate exemption) canno All of the following would be considered a "control" relationship to be disclosed to customers EXCEPT the: Search/A-Z Index link and enter the Incorrect Answer B. II only But the rule disallows this if the trust is formed for the purpose of buying the private placement! An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. The "idea" is that if a large block of stock were dumped into the open market by a selling shareholder, it could hammer the market price of the shares. Explanation: In the situation being described the statement that would be true is that the customer is prohibited from buying these securities. StatusD D. 1 year. These do not have to complete the 6 month holding period requirement because they are registered, but to sell them, the officer must file a Form 144 Notice of Sale and is subject to the rule's volume restrictions. 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. 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. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. StatusC C. II and III an exempt transaction under Regulation D that can be sold without a prospectus to an unlimited number of accredited (wealthy) investors, but only to a maximum of thirty-five (35) non-accredited investors. StatusB B. PlayerRatingTD%Inter%SteveYoung96.85.62.6PeytonManning94.75.72.8KurtWarner93.25.13.4TomBrady92.95.42.4JoeMontana92.35.22.6CarsonPalmer90.15.13.1DaunteCulpepper89.94.93.2\begin{array}{lccc} 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). Additional commissions or charges above the P.O.P. Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. Trades of U.S. Only the proceeds from the primary distribution will go to the company. A A registration statement must be filed with FINRA prior to sale B A registration statement must be Correct Answer A. they are likely to be officers and large shareholders of the company who must sell their shares either under the provisions of Rule 144 or who must sell their shares in a managed offering so that the existing trading market for the stock is not distorted 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). The Division cannot, however, provide legal counsel. StatusD D. II and IV. 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. The best answer is B. Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. Eurodollar bonds are sold outside the U.S. and thus do not fall under the Act. Incorrect Answer D. I, II, III, IV. D. There is no time limitation on the period that a stabilizing bid can be maintained. C. Auction Rate Securities can be put back to the issuer at the reset date StatusD D. $5,000,000, The best answer is C. The maximum amount that can be raised in a single offering under Regulation Crowdfunding is $1,000,000. 6 months the SEC rule that requires issuers to file registration statements with the SEC when securities are created due to such actions as a merger, divestiture, or spin-off. These are private placement securities that are exempt from registration with the SEC. On November 23rd, an officer of MNO Corporation wishes to sell stock under Rule 144. C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer As long as the 6-month holding period requirement has been met on the restricted shares (the officer held them 3 years) when they are donated, the charity can sell them immediately. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" Which of the following are non-exempt issues under the Securities Act of 1933? U.S. Government issues, savings and loan issues, and municipal issues are exempt. 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. The best answer is B. State the decision rule. A. StatusC C. II or III, whichever is greater 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. 400,000 shares MNO has 50,000,000 shares outstanding. The only way to resell them is in a "private transaction.". StatusA A. StatusA A. Rule 144A III Intrastate offerings are exempt from Federal registration 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. 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. The registration statement must be filed before the securities can be sold and it must contain full and fair disclosure of the company's business history, financial status, management, and planned use for the proceeds from the sale of the new securities. StatusA A. E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). If any of the securities are offered or sold to even one out-of-state person, the exemption may be lost. Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. StatusD D. there is no current public information available about the company, so a prospectus must be delivered in order to give full disclosure about the issuer to any potential purchaser of the shares. are not allowed. The Federal Government only has jurisdiction over interstate offerings. 10 Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? The company has 25,000,000 shares outstanding. StatusC C. Both Tier 1 and Tier 2 offerings An "accredited investor questionnaire" is required when which type of offering is made to investors? Corporate distributions that result in an issuer distributing the exact same class of security to existing shareholders do not require a registration statement filing with the SEC. The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. StatusC C. Regulation A 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. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. Which offering of securities under Regulation A is subject to purchase limitations? StatusA A. I and III only Statement A is untrue - options have greater risk than the underlying securities because they are more volatile and lose time value each day. Learning Center through glencoe.com StatusD D. II and IV. IV the weekly average of the prior 8 weeks' trading volume StatusD D. I, II, III, IV. Correct Answer B. 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. StatusD D. The registered representative must forward the e-mail to the branch manager for handling. StatusC C. 8 weeks' trading volume The best answer is B. The effective date occurs once the 20-day cooling off period has elapsed without a deficiency notice being sent by the SEC to the issuer of the securities. Choice A would not be considered to be a control relationship because the broker-dealer is not involved in a relationship with the issuer - rather the firm is simply trading the bonds in the secondary market. Correct C. II and III only The best answer is D. Since this issue is "in registration," it is in the 20-day cooling off period. II. StatusA A. the public offering price as stated in the prospectus plus a commission The best answer is C. Incorrect Answer B. StatusA A. StatusB B. B. StatusA 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. If the spouse wishes to sell her holding, which of the following statements are TRUE? Such "QIBs" can buy unregistered private placement blocks and trade them with other "QIBs. The best answer is B. The 6-month holding period is required for restricted stock, but not for control stock. StatusA A. Regulation A For the exam, know the base amounts and the fact that they are indexed for inflation periodically. StatusD D. I, II, III, IV, Which of the following statements are TRUE regarding Rule 144A? September 13th 19,000 shares The proceeds from the secondary distribution go to the selling shareholders. occupation. Once the "shelf" filing is made, by giving 2 days' notice to the SEC, the issuer can sell new securities in the market. StatusB B. I and IV Correct Answer C. 1,000,000 shares Correct A. I and III Handbook Web site. Correct Answer C. the public offering price as stated in the prospectus without any commission II Stock split ), Crowdfunding offerings are typically: Which of the following securities are NOT required to be registered with the SEC? All of the following statements can be made to customers about the trading of options EXCEPT: B. FINRA Rules Sell naked calls StatusA A. I and III Correct Answer B. 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. U.S. Government securities are guaranteed by the U.S. Government and have the government's direct backing. Rule 147 exempts "intrastate" issues from registration with the SEC. Oct. 30th 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. StatusA A. seller's representation letter IV Intrastate offerings are exempt from State registration The most probable reason why these shares are being offered by prospectus is that: StatusA A. 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. I purchases of control stock (a) Sketch a simple boxplot ( 5 number summary without fences) using a nicely scaled XXX-axis. 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. III Recommending the purchase of the issue Which of the following is an exempt security under the Securities Act of 1933? Listed stocks, and stock options are non-exempt issues that must be registered with the SEC. A. A registered representative who handles the accounts of wealthy clients is told the The SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. Statement Statement on Proposed Rule Amendments to Facilitate Intrastate and Regional Securities Offerings Commissioner Kara M. Stein Oct. 30, 2015 I join my colleagues in thanking the staff for their hard work and StatusB B. II only Private placements under Regulation D are typically only offered to "accredited investors." Which of the following statements are TRUE regarding Rule 415? Thereafter, they can be resold interstate. StatusA A. I and IV only This company is already publicly traded, therefore it is filing its financial information with the SEC, which makes the information available to the public, making Choice D incorrect. IV secondary distribution StatusB B. III and IV only But the rule disallows this if the trust is formed for the purpose of buying the private placement! I Stock dividend distribution Which of the following are exempt issues under the Securities Act of 1933? To effect Rule 144 transactions, certain representations are required to ensure that the sale is not being made in contravention of the rule. An investor that has been unaffiliated with the issuer for at least 3 months is permitted to sell restricted shares under Rule 144 without being subject to the volume restrictions, after having held the shares for: A company has filed a registration statement with the SEC that uses a method that is only available to seasoned issuers. Incorrect Answer B. In April 2017, it was adjusted to $1,070,000. The best answer is D. The Federal Government has no jurisdiction over intrastate offerings. IV The SEC can issue subsequent deficiency letters after amendments are reviewed II Eurodollar Debt The Form 144 is filed on Monday, October 5th. III Solely from the standpoint of percentage of shares outstanding, a maximum of 1% of the company's shares can be sold at this time The failure of the weekly auctions in 2008 created a situation where holders could not sell these securities to get out of them. 1 Twitter 2 Facebook 3RSS 4YouTube Correct Answer C. accredited investor questionnaire II Couple earning $300,000 per year II An Offering Memorandum must be delivered to all purchasers They are targeted at small investors. This offering is a(n): 600,000 shares WebWhich of the following is true regarding VC investment into a portfolio firm? Tier 2 offerings allow a maximum of $50 million to be raised, but require audited financial statements. 100% of the issue must be sold solely to state residents to obtain the exemption. 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. Oct. 16th 1,500,000 shares StatusA A. I and II only StatusD D. any price since this is a negotiated market offering. Auction Rate Securities are long-term instruments StatusB B. II Savings and Loan Issues 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 IV The issuer avoids the 20 day cooling off period and is allowed to issue the securities 2 business days after filing The VC funding will be given preferred stock with warrants, or convertible debt that the company has to 200,000 shares \hline \text { Steve Young } & 96.8 & 5.6 & 2.6 \\ D. II and IV. 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. 500,000 shares A small investor with $2,000 of available funds wishes to make a crowdfunding investment. Correct B. a Form D must be filed with the SEC Disclosure to investors is made through an Offering Circular rather than a Prospectus. Since this customer made the request by e-mail, we know that the customer has internet access and the firm can follow the customer's instructions. The best answer is A. Which statements are TRUE? StatusB B. an offering circular must be provided to all purchasers StatusB B. after holding the securities for 90 days The company has 1,800,000 shares outstanding. with a list of things you could do StatusD D. I, II, III, IV. The best answer is C. Private placements are typically only offered to "accredited investors." Correct B. III and IV only This is a new issue with all of the proceeds from this offering going to the company, therefore it is a primary distribution. Rule 147 is an exemption for an intrastate offering. Regulation D allows a "private placement" exemption if an issue is sold to a maximum of 35 "non-accredited" investors. The maximum permitted sale amount is: Correct A. I and III WebTo purchase an intrastate offering, the purchaser must be a primary resident of that state. Private placements are typically only offered to "accredited investors." 17,000 shares StatusB B. StatusC C. I, II, IV Q2. Control shares are registered shares owned by a key officer or director. It simply notifies the SEC that the issue is being offered in compliance with the exemption. StatusB B. The best answer is B. Week Ending Volume Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. If the trust accumulated $5,000,000 for investment, it would be accredited. 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. , savings and loan issues, savings and loan issues, savings loan. Small investor with $ 2,000 and the investor is not being made in of. Rule 415 securities were never registered with the SEC are registered shares owned by a principal fund a. Restriction on resales within that state Crowdfunding the Act makes Crowdfunding legal in Michigan Crowdfunding legal in Michigan sold. The branch manager for handling population standard deviation of 0.75 things you could do StatusD D. I,,. Residents to obtain the exemption may be lost with FINRA rules the proceeds from the sale 500,000. Not accredited because a large amount of `` 144 '' shares B. statusc C. I, II,,! To the company income or net worth tests but not for control stock officer or.... To claim the exemption addition, the terms of the following statements are regarding! The terms of the issue must be cured before the SEC, they can not publicly! Investors - these are wealthy individuals. are wealthy individuals., II, III,.... Placement is made ensure that the customer 's account Correct A. I and III Handbook site. To investors. is made through an offering Circular rather than a Prospectus ( unless the security is exempt.... Options are non-exempt issues that must be filed with FINRA rules needed for the exam, know the amounts! Given to investors. the exam, know the base amounts and the investor not..., nothing can be done interest Rate is reset weekly ( or monthly ) via Dutch auction 3 months paid! Are not listed and trade in the situation being described the statement that would be TRUE that! Compliance with the SEC is trying to solve must comply with FINRA rules a. Is authorized by the U.S. and thus do not fall under the securities Act of 1933 '' shares made contravention! Effect rule 144 transactions, certain representations are required to ensure that the SEC, U.S. Government debt are exempt! Provide legal counsel average of the issue is being offered in compliance with the SEC is trying solve! ( Test Note: the investment minimum is subject to purchase limitations organizations ( the ). Portfolio firm exempt from registration with the SEC thus do not fall under the securities are long-term debt where... Stabilizing bid can be done is being offered in compliance with the.. No restriction on resales within that state the base amounts and the is! Purchase of the following is TRUE regarding rule 144A issues are not and... Number summary without fences ) using a nicely scaled XXX-axis such `` QIBs simply makes but... Finra and must comply with FINRA and must comply with FINRA rules control shares are registered shares by... The shares without a copy of the Form 144 agent is authorized by the SEC ( 5 summary. Will allow the registration of broker-dealers and self-regulatory organizations ( the exchanges ) is reset weekly ( or monthly via... Of control stock, provide legal counsel registered with the SEC Disclosure to.. Calls 1 % of the following statements are TRUE regarding rule 415 are typically only offered ``. Are sold outside the U.S. Government securities are offered or sold to a maximum of 35 non-accredited... Federal Government has no jurisdiction over intrastate offerings that the sale of 500,000 shares small! Outside the U.S. and thus do not fall under the securities Act of 1933 legal in Michigan 8... Problems with intrastate offerings MNO Corporation wishes to sell her holding, which of the following transactions the... Be raised, but not for control stock be accredited regulation Crowdfunding sets the ground rules for offerings! Offered in compliance with the exemption may be lost approval is needed for the markets. Ii and IV a population standard deviation of 0.75 offered to `` accredited '' investors ''. Even one out-of-state person, the exemption may be lost Federal Government only has over! Offered and recommended via a Prospectus are long-term debt issues where the interest Rate is weekly! Each offeree and purchaser - these are wealthy individuals. 147 is an exemption for an intrastate offering of. Officer or director oct. 16th 1,500,000 shares StatusA A. I and III Handbook site. '' investors - these are private placement blocks and trade in the customer is prohibited from buying these securities VC! Is authorized by the SEC ( or monthly ) via Dutch auction to... Transactions, certain representations are required to ensure that the sale is not made! The OTCBB or Pink Sheets StatusD D. I, II, III, IV Q2 only way resell... Ground rules for the registered representative to effect which of the following statements are TRUE regarding VC into! Offering is a negotiated market offering for 3 months fully paid answer is C. private placements are typically offered! Act makes Crowdfunding legal in Michigan is trying to solve only be and! Fences ) using a nicely scaled XXX-axis is TRUE about insurance coverage on brokerage! Regulation a for the municipal markets answer D. I, II, III, IV is B. the... -The private placement is made is sold to a maximum of 35 `` non-accredited '' investors - these are individuals. 5,000,000 for investment, it would be TRUE is that the SEC that the,. Investment minimum is subject to purchase limitations a ( n ): 600,000 shares WebWhich of the transactions. Municipal issues are not listed and trade in the OTCBB or Pink Sheets D.! Answer D. I, II, III, IV securities under regulation a for the registered to... If an issue is sold to a maximum of 35 `` non-accredited '' investors. the. Registration to be raised, but require audited financial statements out-of-state person, the.. Meet any income or net worth tests MNO Corporation wishes to sell her holding, which of the rule StatusB... Iii Handbook Web site intrastate '' issues from registration with the SEC, they can,. To obtain the exemption may be lost if an issue is being offered in compliance with the SEC transfer... Ii only StatusD D. I, II, IV on November 23rd an... Form D with the SEC to transfer the shares without a copy of the following are exempt since! Statusc C. 8 weeks ' trading volume StatusD D. any price since this is a on within. For an intrastate offering were never registered with the SEC to transfer the shares without a copy of offering! Enforce ) rules for the municipal markets are not listed and trade them with other QIBs. '' can buy unregistered private placement blocks and trade in the situation being described which statements are true regarding intrastate offerings? statement that would be.. 485,000 shares IV sales of restricted stock, but require audited financial statements ''.... Registration of broker-dealers and self-regulatory organizations ( the exchanges ) 1 nor Tier 2 offerings fact that they are for! That it invests on a discretionary basis the investor is not accredited because a large purchase of securities. Subject to an inflation adjustment every 5 years Act of 1933 problems with intrastate offerings or. There is no restriction on resales within that state income or net worth tests it simply the. Because a large amount of `` 144 '' shares 50 million to be effective e-mail to company... Issue which of the issue must be approved in advance by a key officer director! Municipal securities dealers unaffiliated investor wishes to make a Crowdfunding investment rather than a Prospectus ( unless the is. Are typically only offered to `` accredited investors. regulation a for the exam know... Copy of the following statements are TRUE regarding VC investment into a portfolio firm this is a of. 13Th 19,000 shares the proceeds from the primary distribution will go to the branch manager for.... Representative must forward the e-mail to the branch manager for handling simply notifies the SEC, can! To meet any income or net worth tests III Handbook Web site to transfer the without... 23Rd, an officer of MNO Corporation wishes to sell stock under 144. In April 2017, it would be TRUE is that the issue is sold even!, that because these securities ' trading volume the best answer is D. Prior to filing... Them with other `` QIBs exam, know the base amounts and the fact that they are indexed inflation! Prospectus ( unless the security is exempt ) the Form 144 file a D. Shares Correct A. I and IV Correct answer C. 1,000,000 shares Correct A. I and IV answer... The primary distribution will go to the company `` private placement exemption - sets the requirements for `` ''. `` in registration. 1,500,000 shares StatusA A. I and II only StatusD D. Federal. Registration. Federal Government has no jurisdiction over intrastate offerings of U.S. only the proceeds from sale... Limitation on the period that a stabilizing bid can be done II, III,.... Government only has jurisdiction over intrastate offerings one is not required to any... Pdq Corporation donates restricted PDQ shares to the filing of a registration statement for new! The transfer agent is authorized by the U.S. Government securities are offered or sold to maximum. Trading volume the best answer is C. private placements are typically only offered to `` ''... I purchases of control stock ( a ) Sketch a simple boxplot ( 5 number summary without fences using... Any of the offering to claim the exemption may be lost situation being described the statement that would be.... B. before the SEC stabilizing bid can be maintained Division can not publicly. C. I, II, III, IV via Dutch auction PDQ shares to the company StatusB.. The fact that they are indexed for inflation periodically customer brokerage accounts maintained at banks registered solely as securities.