with a list of things you could do The best answer is B. StatusA A. exempt under Regulation A StatusB B. II and IV The Official Statement is the disclosure document for municipal bonds (which are an exempt issue). StatusC C. 8 weeks' trading volume Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: B. I and IV Which statement is TRUE? II Savings and Loan Issues StatusC C. II and III WebWhich statement is TRUE regarding intrastate offerings? I A preliminary prospectus may be sent to a prospective customer before the issue has entered into the 20 day cooling off period Incorrect Answer A. subscription agreement Correct Answer B. the amount of stock held by the selling shareholders was restricted and was too large an amount to sell under the provisions of Rule 144 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. Source: Sports lilustrated 2009 Almanac, .158\rho .158.158. II. StatusB B. II and IV Go to the Introduction to Business Online A. I and II only September 6th Correct C. II and III 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. Private placements are typically only offered to "accredited investors." Press Release: SEC Proposes Rule Changes to Harmonize, Simplify and Improve the Exempt Offering Framework, Press Release: SEC Seeks Public Comment on Ways to Harmonize Private Securities Offering Exemptions, be organized in the state where it is offering the securities, carry out a significant amount of its business in that stateand, make offers and sales only to residents of that state, the company must be organized in the state where it offers and sells securities, the company must have its principal place of business in-state and satisfy at least one doing business requirement that demonstrates the in-state nature of the companys business, offers and sales of securities can only be made to in-state residents or persons who the company reasonably believes are in-state residentsand, the company obtains a written representation from each purchaser providing the residency of that purchaser, allows offers to be accessible to out-of-state residents, so long as sales are only made to in-state residentsand, permits a company to be incorporated or organized out-of-state, so long as the company has its principal place of business in-state and satisfies at least one doing business requirement that demonstrates the in-state nature of the companys business. I American Depositary Receipts The best answer is A. II The proper documents for registration have been filed with the SEC 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. StatusD D. no filing is required with the SEC. These shares are privately placed under Regulation D, and thus are exempt from registration. The best answer is B. StatusD D. I, II, III, IV. Week Ending Volume II unregistered distribution 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. StatusC C. exempt under Rule 144 As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." III primary distribution An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. Correct Answer C. II, III, IV 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? 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. 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 250,000 shares I Non-profit organization with assets in excess of $2,000,000 StatusC C. I, II, III This offering is a(n): Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. before the Act was written; and Congress did not want to subject them to "double" regulation. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. StatusC C. II and III In April 2017, it was adjusted to $2,200. for a link to the Occupational Outlook \text { Joe Montana } & 92.3 & 5.2 & 2.6 \\ I by the seller of the restricted shares II by the buyer of the restricted shares Correct B. This gives the issuer the advantage of paying a short-term market interest rate on a long-term security. 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 D. There is no time limitation on the period that a stabilizing bid can be maintained. 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. StatusC C. solicitation of orders to buy is restricted to customers expressing interest within the past 10 days Think of the SEC as a big filing cabinet - once the proper documents relating to a new issue offering are filed, the issue may be offered and sold to the public. StatusB B. I and IV Rule 144 allows the sale, every 90 days, of the greater of 1% of the outstanding shares of that company; or the weekly average of the prior 4 week's trading volume. IV Soliciting orders to buy the issue 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. IV The preliminary prospectus does not constitute an offer to sell the issue e. What is the pvalue? III FINRA regulation StatusB B. I and IV C. MSRB Rules Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. 2 A managed offering of already outstanding shares is a secondary offering (such as a prospectus offering of officer's shares). A. IV The use of the preliminary prospectus does not constitute an offer to sell under the Securities Act of 1933 II A preliminary prospectus may be sent to a prospective customer once the issue has entered into the 20 day cooling off period The shares can be sold: StatusA A. I and III Correct Answer C. 3 years (Test Note: The maximum investment amount and the maximum amount that can be raised are subject to an inflation adjustment every 5 years. During this time period, the issue may not be sold nor advertised, so neither firm orders, nor deposits can be taken. Business entertainment means that the representative and the customer are together at some type of event. 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. Non-accredited investors buying a Tier 2 Regulation A offering cannot invest an amount that is the greater of 10% of that person's annual income or net worth. The most probable reason why these shares are being offered by prospectus is that: 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. This amount can be sold how many times a year? StatusB B. after holding the securities for an additional 3 months A security of an issuer which has been bought in the open market by an officer or director of that company IV Rule 144A permits issuers to sell tradeable private placement units to individual investors Correct C. II, III, IV StatusC C. issuer's representation letter StatusA A. I and II only Which statement describes trading of Rule 144A issues? To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. II Variable annuity contracts If a control relationship exists between a brokerage firm and the municipal security being recommended, this security cannot be purchased in discretionary accounts unless the specific authorization of the customer is obtained first. The best answer is B. IV secondary distribution \text { Daunte Culpepper } & 89.9 & 4.9 & 3.2 280,000 shares C. II, III, IV 3 months I Resale of the securities is permitted within that state immediately following the initial offering 250,000 shares Which of the following is subject to the registration requirements of the Securities Act of 1933? These are institutions with at least $100 million of assets that can be invested. III The use of the preliminary prospectus constitutes an offer to sell under the Securities Act of 1933 II 10% of the outstanding shares StatusD D. not exempt and must be registered. Which of the following securities is NOT exempt from the Securities Act of 1933? 500,000 shares A maximum of 35 non-accredited investors are permitted in a private placement for the transaction to be exempt under the Securities Act of 1933. occupation. III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers There are 2 "tiers" to the rule. StatusB B. I and IV Thereafter, they can be resold interstate. Direct participation programs (limited partnership offerings) are non-exempt securities that must be registered under the Securities Act of 1933 unless an exemption (such as private placement) is obtained. Correct Answer C. the stock must be held for 6 months, fully paid The only way to resell them is in a "private transaction. This is prohibited under SEC rules A. I and III StatusB B. Rule 144A Regulation D is a private placement exemption, which can be used to raise any dollar amount. b. 220,000 shares The best answer is A. stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. 18,000 shares These are wealthy individuals and institutional investors. StatusD D. I, II, III, IV. It simply makes (but cannot enforce) rules for the municipal markets. StatusA A. I and II only Legally, these are not considered to be offers of the security. StatusC C. I and III only C. II and III I Sending a customer a "red herring" preliminary prospectus Treasurer of the township, whose bonds the firm is offering on an agency basis, is on the Board of Directors of the municipal firm I Any purchaser who received a preliminary prospectus must also receive the final prospectus State the decision rule. 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. The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. But the rule disallows this if the trust is formed for the purpose of buying the private placement! and other investments. Then write Assuming that all other requirements of the rule are met, the maximum sale amount is: The focus of the rule is to require that there be current public information regarding a company. III The issuer must still go through a 20 day cooling off period during which the SEC may require more information to be submitted Which statements are TRUE regarding intrastate offerings? ", Which statements are TRUE regarding intrastate offerings under Rule 147? Rule 147 requires that resale of securities sold under the intrastate exemption be restricted to intrastate only for 6 months following completion of the initial offering. III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers StatusD D. after holding the securities for an additional 1 year. II Rule 144A limits the amount of restricted securities that can be sold in the public markets The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. The best answer is C. Bankers Acceptances are a money market instrument used to finance imports and exports. StatusA A. I and III No specific authorization is needed to buy securities for a discretionary customer account where the firm is a market maker in the security - no control relationship exists with the issuer in this case. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. It simply notifies the SEC that the issue is being offered in compliance with the exemption. III Merger with another publicly held company The best answer is A. Correct D. I, II, III, IV. They are an exempt security under the Securities Act of 1933 and can be sold without a prospectus. 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. 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. 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