The best answer is A. Only the proceeds from the primary distribution will go to the company. 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. 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. C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer If a corporation merges with another publicly held company, a new corporation is being created, and a registration statement must be filed as well. The best answer is A. StatusA A. I and II only 400,000 shares Once the registration is effective, the final prospectus is used to offer and sell the issue. In reality, private placements are sold to a relatively small number of institutional investors. C. I and III only "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" Correct B. 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 Which statement is true regarding the INTERSECT operator? StatusD D. effective cost to potential purchasers has been established by the SEC. StatusD D. The registered representative must forward the e-mail to the branch manager for handling. Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. WebKelley Drye & Warren LLP has provided carefully tailored legal counsel to its clients for more than 180 years. StatusA A. 2 years The only way to resell them is in a "private transaction. Incorrect Answer C. II and III Which of the following securities is NOT exempt from the Securities Act of 1933? Week Ending Volume (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? Which statement about Auction Rate Securities is FALSE? Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. IV Gift of baseball tickets with a value of $150 The best answer is C. Bankers Acceptances are a money market instrument used to finance imports and exports. 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. StatusC C. Small Business Investment Company issues StatusD D. Common Carrier issues. StatusD D. I, II, III, IV. StatusD D. II and IV. The VC funding will be given preferred stock with warrants, or convertible debt that the company has to The best answer is B. Nov 7 Which statements are TRUE regarding intrastate offerings under Rule 147? I This is a primary distribution of 500,000 shares IV Spin off of a subsidiary as a publicly held company Oct. 30th All of the following statements are true about Regulation A offerings EXCEPT: A spouse is considered an affiliated person. Correct Answer B. StatusB B. III and IV only WebIntrastate securities offerings are exempt from the registration requirements of the Securities Act of 1933. Thus, the registration for the issue may never "go effective. This limit is applied to either giving, or receiving, the gift. 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. StatusA A. I and III These are wealthy individuals and institutional investors. StatusB B. Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" StatusB B. an offering circular must be provided to all purchasers 800,000 shares Incorrect Answer B. They are an exempt security under the Securities Act of 1933 and can be sold without a prospectus. Resale is restricted to state residents for 6 months following the offering; thereafter, the issue can be sold interstate. Which of the following is subject to the registration requirements of the Securities Act of 1933? The previous weeks' trading volumes are: I 1% of the outstanding shares Rule 144A issues are NMS securities that are listed and trade on the NYSE, AMEX and NASDAQ 450,000 shares A. 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. The best answer is D. The Federal Government has no jurisdiction over intrastate offerings. StatusD D. II and IV. The greater amount, 18,250 shares, can be sold during the next 90 days. Oct 31 450,000 shares Incorrect Answer A. IV Rule 144A permits issuers to sell tradeable private placement units to individual investors for a link to the Occupational Outlook 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. StatusB B. I and IV Which offering of securities under Regulation A is subject to purchase limitations? This procedure is much faster and cheaper. e. What is the pvalue? This is permitted under SEC rules as long as the potential viewer completes and signs an accredited investor questionnaire before being given the password to enter StatusB B. Benevolent Association issues September 6th Which of the following securities are NOT required to be registered with the SEC? (see Exempt security, Non-exempt security, Prospectus), Which of the following activities are allowed prior to the filing of a registration statement? Whereas normal private placements cannot be traded, these can be traded from QIB to QIB. ", Which of the following activities are allowed once a registration statement for a new issue is filed with the SEC? 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. Why do you think JCB chose to enter India via a joint venture, as opposed to some other entry mode? Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. II Stock split All of the following would be considered a "control" relationship to be disclosed to customers EXCEPT the: 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. I American Depositary Receipts IV the weekly average of the prior 8 weeks' trading volume Regulation D A. c. Compute the value of the test statistic. before the Act was written; and Congress did not want to subject them to "double" regulation. StatusA A. The primary distribution of 300,000 shares consists of the newly issued shares where the proceeds will go to the issuer. Correct Answer C. 1,000,000 shares A. I and II only 6 months I Individual earning $200,000 per year Correct A. I and III Incorrect Answer A. filing of the Form 144 with the SEC StatusA A. A director of a publicly held company wants to sell 5,000 registered shares of that company's stock at $8 per share that she has held for 3 months. The best answer is B. StatusD D. Rule 144A issues cannot be traded in the public markets. Correct C. I, II, III Both the issuer and all purchasers must be state residents B. Resale is permitted to state residents only, for the 180 day period following the offering C. The rule exempts intrastate issues from State registration D. The rule exempts intrastate issues from Federal registration If the Form 144 is filed today, the maximum sale is: An unaffiliated investor wishes to sell a large amount of "144" shares. Under Regulation D, which of the following statements are TRUE? a. This client cannot make the investment because the dollar amount to be invested is too small Disclosure to investors is made through an Offering Circular rather than a Prospectus. StatusD D. after holding the securities for an additional 1 year. Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. A non-profit organization, trust, or institutional investor is accredited if it has at least $5,000,000 of assets and was NOT formed with the intent of buying the private placement. On November 23rd, an officer of MNO Corporation wishes to sell stock under Rule 144. A. A. Which of the following are non-exempt issues under the Securities Act of 1933? II The issuer must file an amendment with the SEC to cure the deficiency StatusC C. I and IV only StatusB B. II and IV Posted Date :-2022-03 The best answer is B. 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. StatusD D. I, II, III, IV. II Resale of the securities is permitted outside that state immediately following the initial offering StatusB B. Rule 147A is a new intrastate offering exemption adopted by the Commission in October 2016. \text { Peyton Manning } & 94.7 & 5.7 & 2.8 \\ 4.The number of columns and data types must be identical for all SELECT statements in the query. StatusB B. III and IV III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers StatusC C. a Form 144 must be filed with the SEC Industrial Company issues There is no minimum purchase amount that makes an individual accredited. Rule 147 requires that resale of securities sold under the intrastate exemption be restricted to intrastate only for 6 months following first sale. IV Federal Home Loan Bank Bonds Learning Center through glencoe.com B. 6 months 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. Which statement is TRUE? Intrastate offerings are exempt from the Securities Act. A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. Correct Answer C. 3 years StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. Without the exemption, the company would be in violation of the Securities Act if the offering does not qualify for another exemption. Nov. 5th The best answer is B. Statements B, C, and D are facts and are true. Correct Answer A. III The 20-day cooling off period starts again once the amendment is filed Trades of U.S. 4 weeks' trading volume StatusC C. II and III StatusA A. The previous weeks' trading volumes are: StatusC C. Yes, because she has not held the shares for 6 months The Form 144 is filed on Monday, September 28th. StatusD D. 90 days. New stock issues are sold under a prospectus that states the Public Offering Price which is inclusive of any compensation to the underwriter (the spread). 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). The best answer is D. Since this issue is "in registration," it is in the 20-day cooling off period. The best answer is C. ADRs (American Depositary Receipts) are non-exempt securities and must be registered with the SEC under the Securities Act of 1933. 200,000 shares Incorrect Answer B. I or IV, whichever is greater Nov. 12th $10,000,000 of assets that it invests on a discretionary basis Correct Answer B. StatusD D. after holding the securities for 3 years. 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). Sell naked calls C. "Options can be used to hedge stock positions from loss" 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. II Accepting an indication of interest from the customer Correct D. II and IV. II This is a primary distribution of 300,000 shares The maximum permitted sale amount is: III the weekly average of the prior 4 weeks' trading volume Anyone can purchase a Regulation A offering, however the amount that can be purchased of a Tier 2 offering by a non-accredited investor (basically, a person who is not wealthy) is limited to the greater of 10% of that person's annual income or net worth. However, the offering must still be registered in that state, under the state "Blue Sky" laws. Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: Private placements under Regulation D are typically only offered to "accredited investors." The best answer is B. StatusB B. StatusC C. under the tax laws, gains on shares that are sold using underwriters are subject to long term capital gains treatment, whereas gains on shares that are sold in the secondary market are subject to short term capital gains treatment 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 6-month holding period is required for restricted stock, but not for control stock. StatusA A. I Non-profit organization with assets in excess of $2,000,000 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. 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). To sell, a Form 144 must be filed. III A registered representative gives a customer $200 tickets to a show If the trust accumulated $5,000,000 for investment, it would be accredited. 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). Nov 14 The best answer is B. StatusD D. An individual investor who buys $2,000,000 of the offering. I Solicitations of indications of interest The Federal Government only has jurisdiction over interstate offerings. The MSRB has no regulatory authority over limited partnerships. An officer of ABC wishes to sell ABC stock on November 15th under Rule 144. Commercial Paper, which is issued by corporations, is not eligible for Fed trading. WebTo purchase an intrastate offering, the purchaser must be a primary resident of that state. Retail communications must be approved in advance by a principal. Non-profit organization with assets in excess of $2,000,000 StatusC C. 60 days Correct B. Regulation D is a private placement exemption, which can be used to raise any dollar amount. The Form must be filed by the seller at, or prior to, with the placement of the sell order. 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. \text { Daunte Culpepper } & 89.9 & 4.9 & 3.2 200,000 shares MNO has 50,000,000 shares outstanding. Rule 144 applies to the public resale of restricted (unregistered private placement) stock and to the sale of registered control shares. II 10% of the outstanding shares The best answer is B. Incorrect Answer A. IV $500,000 Additional commissions or charges above the P.O.P. 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. (see Accredited investor), To claim a private placement exemption: II unregistered distribution 1 \text { Carson Palmer } & 90.1 & 5.1 & 3.1 \\ Week Ending Volume The client cannot make the investment unless he or she is an accredited investor The best answer is A. IV Municipal Debt Incorrect Answer C. II and III The best answer is C. Private placements are typically only offered to "accredited investors." This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. StatusD D. $5,000,000, The best answer is A. Week Ending Volume ), The selling shareholders are required to offer their shares via a prospectus because: StatusD D. 280,000 shares. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. But the rule disallows this if the trust is formed for the purpose of buying the private placement! III Resale of the securities is not permitted within that state for 6 months following the initial offering 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. StatusC C. issuer's representation letter September 20th Essentially Intrastate crowdfunding simply means, crowdfunding that occurs entirely within a single state can be governed by the rules of that state (i.e. Which statement is TRUE? C. II, III, IV B. FINRA Rules StatusC C. 506,250 shares Incorrect Answer D. Regulation D. The best answer is A. I Commercial Paper This person can do so, without being subject to the Rule 144 volume limitations, after holding the securities for: StatusC C. 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. a. StatusC C. I, II, IV A registered representative has prepared a research report about a new issue that is "in registration." 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. Which statement is TRUE regarding Commercial Paper? Business entertainment is permitted as long as it is not too excessive or too frequent and it must comply with the firm's policies and procedures. StatusC C. II, III, IV Intrastate offerings are exempt from: The Federal Reserve trading desk can trade securities issued by the U.S. Government, Government Agencies, and prime Banker's Acceptances. There is no requirement that another 6-month holding period be met. Under the "penny stock rule," an established customer that is exempt from the rule is defined as a person who has: General creditor status in the liquidation is given to any customer claims that are: B. above Securities Investor Protection Corporation coverage limits. 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 Correct Answer C. the public offering price as stated in the prospectus without any commission StatusA A. I and II only (see Non-exempt security, Prospectus). The best answer is B. III with no registration with the SEC IV purchased by large investors StatusD D. I, II, III, IV. The last 4 weeks' trading volumes are: Sell covered calls There is no representation required on the part of the buyer - when the restricted stock is sold through the rule, the buyer receives "clean" unrestricted shares from the transfer agent. D. Purchase a municipal bond where the broker-dealer is a market maker in the security. Common carriers, small business investment companies, and benevolent associations are all exempt. II. There are no purchase limitations on Tier 1 (up to $20 million) Regulation A offerings. StatusB B. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. 600,000 shares Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. III Treasury Bonds \hline \text { Steve Young } & 96.8 & 5.6 & 2.6 \\ 500,000 shares The best answer is A. ARSs are available from both corporate and municipal issuers. 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. StatusC C. II and III Correct A. I and III $1,000,000 of assets that it invests on a discretionary basis A company has filed a registration statement with the SEC that uses a method that is only available to seasoned issuers. 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). \text { Joe Montana } & 92.3 & 5.2 & 2.6 \\ Correct B. a Form D must be filed with the SEC 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 of the following statements are TRUE regarding restricted securities being sold under Rule 144? StatusC C. II or III, whichever is greater If the SEC sets the "effective date" for an issue in registration, this means that all proper documents have been filed with the SEC. StatusA A. I and III However, the offerer must set up a password-protected website and can only allow access to accredited investors. StatusB B. II and IV To obtain the 147 exemption, both the issuer and the purchaser must be state residents. Industrial companies are not exempt from the Securities Act of 1933. New issues can only be offered and recommended via a prospectus (unless the security is exempt). Your firm cannot act as a market maker in "144" shares. StatusC C. I, II, and IV The best answer is C. Investment companies, such as mutual funds, are non-exempt; therefore their securities must be registered and sold under a prospectus. III The SEC has approved the offering for sale to the public Correct A. I Fixed annuity contracts As of October 30, 2015, 29 states and the District of Columbia have adopted rules for intrastate securities offerings that fit into the general category of securities crowdfunding that is, the offer of securities over the Internet to a large number of investors who invest relatively small amounts. StatusB B. after holding the securities for 90 days StatusD D. Neither Tier 1 nor Tier 2 offerings. It is permitted to distribute a red herring preliminary prospectus; to take non-binding indications of interest; and to publish an tombstone announcement. Your firm cannot act as a market maker in "144" shares. 525,000 shares Rule 144A issues are not listed and trade in the OTCBB or Pink Sheets 400,000 shares The maximum amount that can be invested in a single offering under Regulation Crowdfunding is $100,000. The only way to resell them is in a "private transaction.". Correct A. immediately 250,000 shares 3,000,000 shares / 4 weeks = 750,000 share average Correct B. 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I and III however, that because these securities were never registered with the SEC restricted ( unregistered placement..., private placements are sold to a relatively small number of institutional investors investor who buys 2,000,000! An individual investor who buys $ 2,000,000 statusc C. 60 days Correct.... Other entry mode Corporation donates restricted PDQ shares to the United way after holding them for 3 months paid! Branch manager for handling receiving, the gift shares MNO has 50,000,000 shares outstanding, they can not traded! To resell them is in a `` private transaction. `` D facts! Not be traded in the 20-day cooling off period, can be sold during the next days! A relatively small number of institutional investors issued shares where the broker-dealer or issuer selling the for. This if the trust is formed for the issue can be traded the... The offering must still be which statements are true regarding intrastate offerings? in that state Neither Tier 1 nor Tier 2.. 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