The Division cannot, however, provide legal counsel. 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. Explanation: In the situation being described the statement that would be true is that the customer is prohibited from buying these securities. Please note that a registration statement is not required to be filed if a corporation splits its stock or distributes a stock dividend, since such a distribution affects only the par value of the outstanding shares - it does not create a new class of security. StatusA A. with a list of things you could do The bank that structures the ADRs handles the registration. 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. The only requirement is that discretionary trades executed be consistent with the customer's investment objective; must not be too frequent; and must not be excessively large in size. StatusC C. II, III, IV IV the weekly average of the prior 8 weeks' trading volume Nov. 5th The proceeds from the secondary distribution go to the selling shareholders. Correct A. I and III and other investments. Then write StatusC C. issuer's representation letter III Accepting a deposit from the customer Rule 144 D. II and IV only. $100,000 StatusD D. broker's representation letter. Incorrect Answer D. Regulation D. The best answer is A. Incorrect Answer D. No, because the shares are not restricted. Telecommunication 47 CFR Section 64.604. 4 filings are allowed per year. II The preliminary prospectus may not be sent to a potential customer prior to that customer expressing an indication of interest 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. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. StatusD D. Neither Tier 1 nor Tier 2 offerings. Incorrect Answer B. When the Securities and Exchange Commission sets the effective date for a new issue in registration, this means that the: StatusA A. Correct B. I and IV These are wealthy individuals and institutional investors. C. can be sent from the branch office where the representative works B. StatusA A. Incorrect Answer B. I or IV, whichever is greater A seller who has filed Form 144 can sell 1% of the outstanding shares or the weekly average of the last 4 weeks' trading volume whichever is greater. Thus, issuers can sell private placements to these QIBs, who can then trade the private placement issues among themselves. B. A. must be reviewed and approved in advance by a principal It applies limits to sales of restricted (private placement) stock in the open market and sales of registered stock being sold by control persons. StatusD D. II and III, The best answer is C. Securities that are sold under a Rule 147 exemption (intrastate exemption) cannot be resold outside that state for 6 months following the initial offering. Restricted securities can be sold under Rule 144 if: The sale of Direct Participation Programs is regulated by all of the following EXCEPT: StatusD D. after holding the securities for an additional 1 year. 3.The names of columns in all SELECT statements must be identical. Rule 144 allows the sale of the greater of 1% of the outstanding shares or the weekly average of the preceding 4 weeks trading volume every 90 days. When the Securities and Exchange Commission sets the effective date for a new issue in registration, which of the following statements is (are) TRUE? I This rule allows seasoned issuers to file a blanket registration which covers a 3 year period StatusA A. I and III August 30th The previous weeks' trading volumes are: 2.Reversing the order of the intersected tables alters the result. StatusC C. I, II, and IV 1% of 50,000,000 shares = 500,000 shares. Correct Answer A. IV Up to 6 sales per year are allowed Which of the following is an exempt security under the Securities Act of 1933? The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 years fully paid. 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. Incorrect Answer A. II Couple earning $300,000 per year The best answer is B. StatusD D. Rule 144A issues cannot be traded in the public markets. Which of the following securities is NOT exempt from the Securities Act of 1933? Rule 144A allows qualified institutional buyers ("QIBs") to buy and trade between themselves large blocks of privately placed issues. 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. Correct D. None of the above. ), Crowdfunding offerings are typically: Correct Answer C. 3 years 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. StatusA A. I only However, the offering must still be registered in that state, under the state "Blue Sky" laws. 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. The Form 144 is filed on Monday, October 5th. The best answer is D. A "red herring"/preliminary prospectus may be sent to any prospective purchaser of that new issue once the issue has entered into the "20 day cooling off" period that commences upon filing of the registration statement with the SEC. The 6-month holding period is required for restricted stock, but not for control stock. No registration is required. ), The selling shareholders are required to offer their shares via a prospectus because: An Offering Memorandum is the disclosure document for a private placement - which is a security sold in an exempt transaction. 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. StatusB B. an offering circular must be provided to all purchasers A company has filed a registration statement with the SEC that uses a method that is only available to seasoned issuers. Correct B. I, III, IV 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. II The rule exempts intrastate issues from State registration StatusB B. III and IV only Correct Answer A. I and III If the SEC sets the "effective date" for an issue in registration, this means that all proper documents have been filed with the SEC. This limit is applied to either giving, or receiving, the gift. II This is a primary distribution of 300,000 shares 3 months StatusC C. solicitation of orders to buy is restricted to customers expressing interest within the past 10 days The Federal Reserve trading desk can trade securities issued by the U.S. Government, Government Agencies, and prime Banker's Acceptances. Which of the following are prohibited during the 20 day cooling off period for a new issue in registration? 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. StatusB B. Choice "b" is incorrect. The best answer is B. Incorrect Answer A. this is a new issue offering of a non-exempt security that must be registered with the SEC and sold to the public with a prospectus under the requirements of the Securities Act of 1933 The maximum amount that can be invested in a single offering under Regulation Crowdfunding is $100,000. Correct Answer D. The client can make the investment without restriction, The best answer is D. Crowdfunding offerings are targeted at small investors. What does that mean for 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. The previous weeks' trading volumes are: 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? MNO has 50,000,000 shares outstanding. StatusB B. II only September 20th StatusD D. either before, during, or after the 20 day cooling off period. StatusC C. 9 months A spouse is considered an affiliated person. Is this a one-tailed or a two-tailed test? New issues can only be offered and recommended via a prospectus (unless the security is exempt). II A preliminary prospectus may be sent to a prospective customer once the issue has entered into the 20 day cooling off period To effect Rule 144 transactions, certain representations are required to ensure that the sale is not being made in contravention of the rule. IV Spin off of a subsidiary as a publicly held company Potential investors are invited to enter a password-protected area where they can get details about the fund's investment strategy and performance. StatusD D. not exempt and must be registered. A security which was never registered and can only be sold in the public markets when it is either registered, or sold under an exemption provision September 27th 18,000 shares D. "Many portfolio managers use covered call writing strategies to enhance income". IV Proceeds from the sale of 300,000 shares will go to the company The most probable reason why these shares are being offered by prospectus is that: StatusB B. Benevolent Association issues StatusA A. The best answer is B. A registered representative has prepared a research report about a new issue that is "in registration." 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. WebWhich statements are TRUE regarding intrastate offerings? "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" On November 23rd, an officer of MNO Corporation wishes to sell stock under Rule 144. IV Gift of baseball tickets with a value of $150 2 years 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). Resale is restricted to state residents for 6 months following the offering; thereafter, the issue can be sold interstate. I Non-profit organization with assets in excess of $2,000,000 The 1934 Act does not apply to initial offerings. StatusD D. II and IV. 400,000 shares 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. All of the following statements are true about Regulation A offerings EXCEPT: The seller must represent that the securities have been held fully paid for 6 months, otherwise Rule 144 cannot be used. II A registered representative pays for a $300 meal with a customer III Proceeds from the sale of 500,000 shares will go to the company SEC Regulation Crowdfunding sets the ground rules for these offerings. Rule 147 is an exemption for an intrastate offering. Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. III FINRA regulation Incorrect Answer B. D. can recommend stocks. Correct A. III The use of the preliminary prospectus constitutes an offer to sell under the Securities Act of 1933 IV A registered representative accompanies a customer to a show, for which the representative paid $200 for the tickets 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). There are 2 "tiers" to the rule. StatusC C. after holding the securities for 2 years WebTo purchase an intrastate offering, the purchaser must be a primary resident of that state. Nov 21 StatusA A. StatusB B. III and IV only Which of the following is defined as an "accredited investor" under Regulation D? Other investment companies - whether they be open-end or closed-end management companies; or unit investment trusts; are non-exempt and must be registered with the SEC. Correct A. immediately 6 months 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. 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. StatusB B. III Foreign Government Debt StatusB B. D. Auction Rate Securities are available from corporate and municipal issuers. StatusA A. 3 years I Commercial Paper StatusB B. 35 II Rule 144A limits the amount of restricted securities that can be sold in the public markets Only the proceeds from the primary distribution will go to the company. Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: 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. The greater amount, 18,250 shares, can be sold during the next 90 days. Correct B. I A registered representative accepts a $300 gift from a customer Oct 31 Sell naked calls Eurodollar bonds are sold outside the U.S. and thus do not fall under the Act. 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: Which statement is TRUE? This offering is a(n): Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. The best answer is A. Intrastate offerings are exempt from SEC registration, but are still subject to registration within the state where the offer is being made. 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. The best answer is A. 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. StatusB B. I and IV The best answer is A. I Disclosure in the registration documents is not complete Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. Correct Answer A. I or III, whichever is greater StatusA A. Which of the following statements are TRUE regarding the preliminary prospectus? The best answer is D. Since this issue is "in registration," it is in the 20-day cooling off period. Week Ending Volume I by the seller of the restricted shares Which statement is true regarding the INTERSECT operator? September 27th 280,000 shares IV Resale of the securities is not permitted outside that state for 6 months following the initial offering I registered distribution StatusA A. I and III This is because I A preliminary prospectus may be sent to a prospective customer before the issue has entered into the 20 day cooling off period 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 StatusA A. StatusB B. III and IV IV secondary distribution II Rule 144A limits the amount of restricted securities that can be sold in the public markets StatusB B. III and IV b. Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: 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. Incorrect Answer C. I and III only A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. the disclosure document that must be filed with the SEC under the Securities Act of 1933 by all companies planning to offer non-exempt securities to the public. But the rule disallows this if the trust is formed for the purpose of buying the private placement! No specific authorization is required to sell naked or covered calls in discretionary accounts. Correct B. exempt under Regulation D A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended The best answer is B. (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? 950,000 shares / 4 weeks = 237,500 shares The use of the "preliminary prospectus" does not constitute an "offer" under the 1933 Act, and the red ink statement on the cover of the preliminary prospectus states this (hence the name "red herring"). The issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. StatusA A. I and III Correct C. I and IV United Way can sell the stock without restriction: Since one state is involved, the issuing company does not have to C. I and III only It could do this by making purchases of that issue in its discretionary accounts. I A Prospectus must be delivered to all purchasers 450,000 shares II purchases of restricted stock Correct C. Regulation A IV Rule 144A permits issuers to sell tradeable private placement units to individual investors 225,750 shares $100,000 IV The preliminary prospectus does not constitute an offer to sell the issue (see Regulation D), Which of the following are accredited investors? C. "Options can be used to hedge stock positions from loss" Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. 500,000 shares The Securities Act of 1933 is primarily concerned with registration of:: The best answer is C. The Securities Act of 1933 requires that new issues that are not exempt from the Act be registered with the SEC. The best answer is A. 3 months 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. Week Ending Volume The greater amount is 1% of outstanding shares, or 1,000,000 shares. Once the registration statement is filed, the issue enters the 20-day cooling off period. ", Which of the following statements are TRUE about Rule 147? StatusC C. The client cannot make the investment because the offering is only available to institutional investors Correct Answer A. StatusB B. As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." Under Rule 144, the Form 144 is filed: I The SEC has certified that the offering documents give full and fair disclosure A security of an issuer which has been bought in the open market by an officer or director of that company They are targeted at small investors. StatusA A. StatusC C. 18 months 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. 1% of 100,000,000 shares = 1,000,000 shares. StatusD D. 1,025,000 shares. A company must determine the residence of each offeree and purchaser. September 6th The best answer is C. Which of the following are defined as "accredited investors" under Regulation D? Second, I objected to part of proposed new Rule 147 that holds if an offering is conducted pursuant to an exemption from state law registration, the offering must be Correct B. III and IV only The MSRB has no regulatory authority over limited partnerships. Correct Answer A. I only Correct Answer C. 250,000 shares occupation. 500,000 shares StatusD D. I, II, III, IV. However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. Conclude your report 45 days 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. $1,000,000 of assets that it invests on a discretionary basis However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. WebIntrastate Crowdfunding (RCW 21.20.880 to .886) Federal Covered Securities Federal covered securities are securities that are preempted from state registration by Section 18 (b) (4) of the Securities Act of 1933. 485,000 shares Incorrect Answer C. II and III 18,000 shares The best answer is B. Correct A. immediately Retail communications must be approved in advance by a principal. 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. H0:12;H1:1>2H_0:_1_2; H_1:_1>_2 The best answer is B. StatusA A. I and II only 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. This is a combined primary and secondary distribution. I. Intrastate offerings are subject to Federal registration. StatusC C. II and III The tax laws are the same for capital gains treatment of shares that are sold either using underwriters or that are sold on an exchange, making Choice C incorrect. Nov 14 Correct A. Under the Securities Act of 1933, new issues are not marginable until 30 days have elapsed from the issue (effective) date. StatusD D. I, II, III, IV. III Gift of $150 cash IV Soliciting orders to buy the issue 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 A sample of 65 observations is selected from one population with a population standard deviation of 0.75. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. FINRA regulates the sale of limited partnerships. 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. Correct Answer B. Industrial Company issues III Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered 525,000 shares Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. StatusD D. the sellers want to reduce their holding in the company's stock so that they fall under the threshold for being considered to be an "insider". II Accepting an indication of interest from the customer Correct C. II, III, IV Oct. 30th IV Accepting a firm order from the customer Correct Answer B. The best answer is D. 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). A. I and III Additional commissions or charges above the P.O.P. When a customer buys a new stock issue from a syndicate member, the customer pays: For the exam, know the base amount and the fact that it is indexed for inflation periodically. Correct B. 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. II A Form 144 must be filed if the shares are to be sold IV The SEC can issue subsequent deficiency letters after amendments are reviewed b. StatusD D. I, II, III, IV, Which of the following statements are TRUE regarding Rule 144A? Private placements are typically only offered to "accredited investors." Once the amendment is filed, the 20-day cooling off period starts counting again from the beginning. IV The issuer avoids the 20 day cooling off period and is allowed to issue the securities 2 business days after filing The maximum size of single offering under the rule is $1,000,000. The best answer is C. Bankers Acceptances are a money market instrument used to finance imports and exports. Correct B. Incorrect Answer C. $1,000,000 4 weeks' trading volume Correct B. during the 20 day cooling off period a. 10 I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. a. C. Auction Rate Securities can be put back to the issuer at the reset date The bank that structures the ADRs handles the registration. IV Person buying $150,000 of the issue within 5 years III 10 business days prior of the placement of the order In reality, private placements are sold to a relatively small number of institutional investors. This is prohibited under SEC rules 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 The VC funding will be given preferred stock with warrants, or convertible debt that the company has to \text { Joe Montana } & 92.3 & 5.2 & 2.6 \\ The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. Nov. 12th II State registration \text { Player } & \text { Rating } & \text { TD } \% & \text { Inter } \% \\ StatusB B. IV Municipal Debt StatusB B. II and III only Thereafter, they can be resold interstate. StatusA A. I and III Correct B. American Depositary Receipts Intrastate Offerings Defined An intrastate offering can only be purchased in the state it is issued. Correct A. I and III 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. d. What is your decision regarding H0? IV Listed common stock StatusA A. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. Included are investment companies, insurance companies, banks, trust funds, employee benefit plans, and employee retirement funds. The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. StatusC C. exempt under Rule 144 Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). Intrastate offerings are subject to: 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. Week Ending Volume 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} Which statements are TRUE? Oct. 16th 1,500,000 shares The best answer is C. Private placements are typically only offered to "accredited investors." Yes, because any sale of shares by a director requires the filing of a Form 144 500,000 shares III primary distribution Nov. 5th Listed stocks, and stock options are non-exempt issues that must be registered with the SEC. Business entertainment means that the representative and the customer are together at some type of event. The research report may be sent to any customer expressing an "indication of interest" B)is also called a prospectus. Correct D. 4. StatusC C. I, II, IV Choice "c" is incorrect. 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. The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. The best answer is B. StatusA A. I and III only Since 144 shares are being sold in the open market, the issuer must comply with SEC issuer reporting rules to maintain the public market in the securities. 20Th statusd D. either before, during, or after the 20 day cooling off period million ) subject... 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Array } { lccc } Which statements are TRUE about rule 147 between., employee benefit plans, and employee retirement funds offering must be identical regulates stock... The ADRs handles the registration. only correct Answer A. I only,... Of interest '' B ) is also called a prospectus ( unless the security is exempt.! Corporate and municipal issuers I or III, IV ( up to 50... Following are defined as `` accredited investors. a new issue in registration, this that... Not exempt from the Securities and Exchange Commission sets the effective date for a new issue in,... And recommended via a prospectus Securities is not required to meet any income or worth... 9 months a spouse is considered an affiliated person C. can be sold during the 20 day cooling off for... From buying these Securities limit is applied to either giving, or receiving the! Securities Act of 1934 regulates intrastate stock offerings made by a company is %..., however, provide legal counsel is TRUE regarding the INTERSECT operator for 6 months following the ;! Of buying the private placement is required for restricted stock, but not for control stock 3.the of! Blue Sky '' laws for the purpose of buying the private placement is 1 % 50,000,000... A new issue that is `` in registration investors correct Answer A. I only correct Answer A. I only Answer! Is greater StatusA a either before, during, or receiving, the 20-day cooling off period for a issue. Handles the registration. Government Debt statusb B. D. Auction Rate Securities are available from and. Minimum is only available to institutional investors correct Answer A. statusb B the INTERSECT operator spouse... Correspondence is subject to purchase limitations only for non-accredited purchasers III Accepting a deposit the... Enters the 20-day cooling off period the trust is formed for the purpose of buying the placement... Statusa A. I and III 18,000 shares the best Answer is D. Crowdfunding offerings are targeted at small investors ''! Trade between themselves large blocks of privately placed issues provide legal counsel commissions or charges above P.O.P... To these QIBs, who can then trade the private placement issues among themselves investors... A registered representative has prepared a research report about a new issue that is `` in registration ''. 6-Month holding period is required for restricted stock, but not for control.! '' B ) is also called a prospectus ( unless the security is ). Meet any income or net worth tests the investor is not exempt from the issue can be interstate. Has appropriate compliance procedures in place, correspondence is subject to `` accredited investors '' under Regulation?! Sky '' laws either giving, or 1,000,000 shares prohibited during the next 90 days 144 filed! September 6th the best Answer is a I and IV these are wealthy individuals and institutional.... Be sold interstate because the offering must still be registered in that state, the.