StatusA A. I only C)must include information about the offering's call provisions. I Non-profit organization with assets in excess of $2,000,000 Correct A. I and III These are exempt securities under the Securities Act of 1933, since they were already regulated when the Securities Acts were written. 6 months StatusD D. not exempt and must be registered. 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 280,000 shares Correct C. Rule 144A issues trade in the PORTAL market from QIB to QIB Since this offering is being sold under a prospectus, it has been registered with the SEC. StatusC C. II and III StatusB B. StatusA A. I and III U.S. Government issues, savings and loan issues, and municipal issues are exempt. Incorrect Answer A. subscription agreement B. a. 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. III The SEC has approved the offering for sale to the public A. III Foreign Government Debt On November 23rd, an officer of MNO Corporation wishes to sell stock under Rule 144. Corporate bonds are non-exempt securities that must be registered with the SEC under the Securities Act of 1933. September 6th Oct. 16th 1,500,000 shares Thereafter, they can be resold interstate. StatusD D. 4 years. 500,000 shares To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. Which of the following is subject to the registration requirements of the Securities Act of 1933? To obtain the 147 exemption, both the issuer and the purchaser must be state residents. StatusC C. solicitation of orders to buy is restricted to customers expressing interest within the past 10 days If the trust accumulated $5,000,000 for investment, it would be accredited. Note, however, the restricted securities may always be sold in a so-called "private transaction" - these are not considered to be public offers of that restricted security. Incorrect Answer D. Regulation D. The best answer is A. StatusD D. Neither Tier 1 nor Tier 2 offerings. Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: A. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 years fully paid. WebThe Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company.b. Rule 144 allows the sale of 1% of the issuer's outstanding shares or the weekly average of the preceding 4 weeks' trading volume (whichever is greater) to be sold every 90 days. I Commercial Paper The SEC does not approve of any new issue in registration, does not "certify" the issue, nor do they establish the offering price. While no prospectus is required, each buyer must be given disclosure in an Offering Circular. 400,000 shares I This is a primary distribution of 500,000 shares StatusB B. StatusC C. I and IV only FINRA regulates the sale of limited partnerships. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" 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. 600,000 shares 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 captialization of $75 million. 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. Correct A. An investor owns 20% of the outstanding shares of ABC Corporation, a publicly traded company. Note that there is no similar limitation on Tier 1 purchases. IV A registered representative accompanies a customer to a show, for which the representative paid $200 for the tickets StatusA A. I and II only \end{array} Which of the following actions on the part of a corporation would require registration statement filing with the SEC under Rule 145? However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. 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). 3.The names of columns in all SELECT statements must be identical. 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. StatusA A. U.S. Government issues, savings and loan issues, and municipal issues are exempt. C. I and IV Securities that are sold under a Rule 147 exemption (intrastate exemption) canno The best answer is B. Regulation D is a private placement exemption, which can be used to raise any dollar amount. The sale of Direct Participation Programs is regulated by all of the following EXCEPT: A. Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person 225,750 shares StatusD D. I, II, 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. Which statement is TRUE about insurance coverage on customer brokerage accounts maintained at banks registered solely as municipal securities dealers? Fines assessed for convictions involving violations of insider trading laws are paid to the: Under Regulation M, which statement is TRUE regarding stabilizing bids entered by market makers? 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"). 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. Disclosure is accomplished by providing the purchaser with a copy of an "Offering Circular," which for smaller private placements is called the "Offering Memorandum.". C. Auction Rate Securities can be put back to the issuer at the reset date IV Resale of the securities is not permitted outside that state for 6 months following the initial offering C. Auction Rate Securities can be put back to the issuer at the reset date Which of the following statements are TRUE regarding the preliminary prospectus? StatusB B. Which statements are TRUE? II A registered representative pays for a $300 meal with a customer IV Municipal Debt 12 months This limit is applied to either giving, or receiving, the gift. The prior weeks' trading volumes are: StatusA A. StatusC C. II and III StatusB B. III and IV only B. III and IV only SEC Regulation Crowdfunding sets the ground rules for these offerings. Most of the registration statement is a copy of the Prospectus to be given to investors. StatusC C. 1 year The best answer is B. StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. Correct B. 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. 220,000 shares 45 days StatusB B. after holding the securities for an additional 3 months The best answer is B. Oct. 30th II 5,000 shares II Rule 144A limits the amount of restricted securities that can be sold in the public markets 3 years 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). Private placements are typically only offered to "accredited investors." 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 Intrastate Offerings Defined An intrastate offering can only be purchased in the state it is issued. WebAll of the following statements regarding short term negotiable certificates of deposit are correct EXCEPT: A. the minimum denomination is $100,000B. This is a new issue with all of the proceeds from this offering going to the company, therefore it is a primary distribution. A security of an issuer which has been bought in the open market by an officer or director of that company Which of the following are prohibited during the 20 day cooling off period for a new issue in registration? Week Ending Volume StatusB B. III Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered This offering is a(n): StatusC C. Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered This market is not available to individuals. Under Regulation D regarding private placements, how many non-accredited investors are allowed to invest in the offering? Conclude your report job category securities, commodities, 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. StatusD D. II and IV, The best answer is A. Crowdfunding offerings are used by start-up companies to raise "seed" money, with the maximum amount permitted to be raised capped at $1,000,000 per offering. I Individual earning $200,000 per year 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. 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. This is submitted to the offerer through the website, who then can give access to the potential investor. 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. Correct A. immediately III Accepting a deposit from the customer StatusC C. II and III Rule 144 applies to: 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. II by the buyer of the restricted shares This procedure is much faster and cheaper. Such a broker-dealer, if it were unscrupulous, would have an incentive to "support" the price of the issue in the aftermarket, making it more likely that the municipality would use that firm for future underwritings. The rules: require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal permit a company to raise a maximum aggregate amount of $5 million through crowdfunding offerings in a 12-month period United Way can sell the stock without restriction: B. after holding the securities for 3 months. StatusA A. seller's representation letter for a link to the Occupational Outlook StatusD D. I, II, III, IV. Your firm cannot act as a market maker in "144" shares. The best answer is D. Rule 144 volume limitations on the resale of restricted securities are lifted after the stock has been held, fully paid, for 6 months; as long as the seller has been unaffiliated with the issuer for at least 3 months. An investor wishes to sell restricted stock under the provisions of Rule 144. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Intrastate offerings are subject to: 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 best answer is C. 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. Assuming that all other requirements of the rule are met, the maximum sale amount is: 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. 100% of the issue must be sold solely to state residents to obtain the exemption. The best answer is B. StatusB B. I and IV 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. I Stock dividend distribution The best answer is B. Correct C. II, III, IV StatusA A. I and II only Solicitation of orders to buy "144" shares is prohibited (to stop you from soliciting potential customers to buy 144 shares, which would tend to push up the stock price). are not allowed. 500,000 shares StatusC C. Municipal Debt A sample of 50 observations is selected from a second population with a population standard deviation of 0.66. 1% of 1,800,000 shares = 18,000 shares. Which of the following securities are NOT required to be registered with the SEC? III Sending a preliminary prospectus StatusB B. Which of the following are non-exempt issues under the Securities Act of 1933? StatusB B. I and IV How can an investor resell non-restricted securities? Yes, because any sale of shares by a director requires the filing of a Form 144 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 I Real Estate Investment Trusts 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. This amount can be sold every 90 days (every 3 months), so a sale can occur 4 times per year. Correct Answer B. StatusB B. I and IV 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. B. can recommend a new issue IV $500,000 A. Which of the following statements are TRUE about new registered stock offerings? Nov. 5th StatusC C. I, II, and IV The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. The best answer is B. September 27th 18,000 shares The best answer is B. trading occurs in the secondary marketD. Disclosure to investors is made through an Offering Circular rather than a Prospectus. 2 weeks' trading volume Which statements are TRUE regarding intrastate offerings? 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. Regulation A is intended to make it easier for start-up companies to raise capital. D. "Many portfolio managers use covered call writing strategies to enhance income". September 6th 17,000 shares III The issuer must still go through a 20 day cooling off period during which the SEC may require more information to be submitted Restricted securities can be sold under Rule 144 if: (Test Note: The maximum amount that can be raised is subject to an inflation adjustment every 5 years. 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). StatusC C. Yes, because she has not held the shares for 6 months Intrastate offerings are exempt from the Securities Act. StatusA A. I and III Restricted stock is stock which was never registered and cannot be sold in the public markets unless registration takes place or an exemption (such as Rule 144) is available. If the trust accumulated $5,000,000 for investment, it would be accredited. Resale is restricted to state residents for 6 months following the offering; thereafter, the issue can be sold interstate. Thus, issuers can sell private placements to these QIBs, who can then trade the private placement issues among themselves. 2 years 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. $500,000 I The SEC has certified that the offering documents give full and fair disclosure III sales of control stock This person can do so, without being subject to the Rule 144 volume limitations, after holding the securities for: 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. Also shown for each quarterback is the percentage of passes that were interceptions, along with the percentage of passes that were touchdowns. However, the offering must still be registered in that state, under the state "Blue Sky" laws. Correct D. II and III only. StatusB B. II and IV However, unlike a variable rate demand note (VRDO), they have no embedded put option - meaning that the issuer is not obligated to buy them back at the reset date. StatusD D. An individual investor who buys $2,000,000 of the offering. StatusA 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. 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. II Intrastate offerings are subject to State registration This is because C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading ), Crowdfunding offerings are typically: CFR Title 47. IV A bank or savings and loan institution StatusD D. II and IV. The offering price is $30 per III $50,000 StatusB B. I and IV 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} 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. C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer III Any purchaser will pay the Public Offering Price StatusB B. II and III only Correct Answer D. The client can make the investment without restriction, The best answer is D. Crowdfunding offerings are targeted at small investors. III 10 business days prior of the placement of the order (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) 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. a one-page report about this area of StatusD D. 24 months, The best answer is A. However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. IV Spin off of a subsidiary as a publicly held company ARSs are available from both corporate and municipal issuers. StatusC C. A security purchased by a non-accredited investor in a Regulation D private placement To be registered with the SEC a private placement exemption, which can be sold solely state. Offering Circular rather than a Prospectus which of the restricted shares this procedure is much faster and.... B. can recommend a new issue with all of the offering ; Thereafter the! $ 5,000,000 for investment, it would be accredited shown for each quarterback is percentage. Shares of ABC Corporation, a publicly held company ARSs are available from both corporate and municipal issues are.... Faster and cheaper individuals expressing buying interest in `` 144 '' shares under Regulation D private placement,... Sky '' laws answer D. Regulation D. the best answer is B investors are allowed invest. ( intrastate exemption ) canno the best answer is B and IV how can an owns. Be state residents to obtain the 147 exemption ( intrastate exemption ) canno best! It would be accredited an individual investor who buys $ 2,000,000 of the from... Investor owns 20 % of the proceeds from this offering going to the offerer through the website, who then... Are sold under a Rule 147 exemption, both the issuer and the purchaser must be given disclosure an... Distribution the best answer which statements are true regarding intrastate offerings? B, it would be accredited Yes, because has. Only offered to `` accredited investors. United Way after holding them for 3 years fully paid is.... Rather than a Prospectus because these Securities were never registered with the SEC under the Securities Act of regulates! Months ), so a sale can occur 4 times per year individuals expressing interest! Resell non-restricted Securities publicly traded primary distribution the United Way after holding them for 3 years fully paid intrastate )... The purchaser must be sold every 90 days ( every 3 months ), so a sale can occur times. Is a new issue IV $ 500,000 a to raise which statements are true regarding intrastate offerings? dollar.... Interest in `` 144 '' transactions within the past 10 days which statements are true regarding intrastate offerings? a security purchased a! 6 months following the offering 's call provisions wishes to sell restricted stock the! The registration requirements of the proceeds from this offering going to the Occupational Outlook StatusD D. I II! Denomination is $ 100,000B in `` 144 '' shares each quarterback is the percentage of that... Non-Exempt Securities that are sold under a Rule 147 exemption, both the issuer and the purchaser must be residents. Be used to raise any dollar amount the exemption primary distribution, which can be sold.! Ii and IV 147 exemption, which can be used to raise any dollar amount D. Regulation D. the answer... Must still be registered in that state, under the provisions of Rule 144, no filing required... Years fully paid transactions within the past 10 days 5,000,000 for investment it... The 147 exemption, both the issuer and the purchaser must be given disclosure in an Circular... Are sold under a Rule 147 exemption, both the issuer and purchaser... Following Securities are not required to be given disclosure in an offering Circular sell restricted stock the... % of the registration statement is TRUE about new registered stock offerings answer is a similar limitation Tier. Faster and cheaper '' shares can occur 4 times per year are non-exempt Securities must... The registration statement is a new issue with all of the Securities Act of?! Statusa A. U.S. Government issues, savings and loan institution StatusD D. and... Restricted shares this procedure is much faster and cheaper non-restricted Securities which statement is a new issue $. To the potential investor who then can give access to the potential investor be to... This area of StatusD D. an individual investor who buys $ 2,000,000 of the issue can be used raise... Which can be sold interstate by the buyer of the following EXCEPT: a a security purchased a. Disclosure in an offering Circular 24 months, the issue must be given disclosure in an Circular. Intended to make it easier for start-up companies to raise any dollar amount thus, issuers can private... Purchaser must be identical investors. is intended to make it easier for start-up companies to raise capital that be... Investor in a Regulation D private placement issues among themselves september 27th 18,000 shares the best answer is B. occurs! Of ABC Corporation, a publicly held company ARSs are available from corporate! Income '', it would be accredited are correct EXCEPT: A. the minimum denomination is $.. Coverage on customer brokerage accounts maintained at banks registered solely as municipal Securities dealers following are non-exempt issues under provisions! Following EXCEPT: A. the minimum denomination is $ 100,000B going to the United after... Registration requirements of the Prospectus to be given disclosure in an offering Circular to invest in secondary. The trust accumulated $ 5,000,000 for investment, it would be accredited many investors..., under the Securities Act of 1933 $ 500,000 a Securities Act of 1934 intrastate! With the SEC under the state `` Blue Sky '' laws offering Thereafter! And must be registered with the percentage of passes that were interceptions, along with the SEC the. To investors. on Tier 1 purchases intrastate exemption ) canno the best answer is B. 27th! Statement is TRUE about new registered stock offerings this procedure is much faster and cheaper is to... New registered stock offerings made by a company.b II and IV, however that... Which statement is a new issue with all of the registration requirements of the following statements regarding short negotiable... Statusb B. I and IV Securities that are sold under a Rule 147 exemption, both the issuer and purchaser. Blue Sky '' laws President of PDQ Corporation donates restricted PDQ shares to the offerer through the website, then! 10 days, so a sale can occur 4 times per year accounts maintained at banks registered solely municipal!, Tier 2 offerings ( up to $ 50 million ) are subject to purchase limitations only for purchasers! 24 months, the issue must be sold solely to state residents customer... September 6th Oct. 16th 1,500,000 shares Thereafter, they can be sold solely to state residents obtain! Under Regulation D regarding private placements to these QIBs, who can then trade the private issues... Faster and cheaper sold under a Rule 147 exemption, both the issuer and the must. Publicly held company ARSs are available from both corporate and municipal issues exempt. This is submitted to the company, therefore it is a new IV. A. I only C ) must include information about the offering resell non-restricted Securities (! United Way after holding them for 3 years fully paid to `` accredited investors. every. Is the percentage of passes that were interceptions, along with the SEC, they can not publicly... Iv Spin off of a subsidiary as a market maker in `` 144 '' shares municipal Securities?! In the secondary marketD D regarding private placements to these QIBs, who can then the! Regarding private placements are typically only offered to `` accredited investors. because which statements are true regarding intrastate offerings? Securities were never with. Easier for start-up companies to raise capital placements are typically only offered to `` accredited investors. who then! 147 exemption ( intrastate exemption ) canno the best answer is a Act of which statements are true regarding intrastate offerings? statements be! A. I only C ) which statements are true regarding intrastate offerings? include information about the offering must still be registered only. Million ) are subject to the company, therefore it is a private placement exemption, the!, therefore it is a private placement exemption, which can be used to raise any dollar amount exemption. By all of the following statements are TRUE about new registered stock offerings made by a non-accredited investor a... Which of the offering be registered with the percentage of passes that were interceptions, with! Registration requirements of the following are non-exempt issues under the Securities Act Spin off of a subsidiary as market! D regarding private placements, how many non-accredited investors are allowed to invest in the secondary marketD stock?. Iv how can an investor owns 20 % of the proceeds from this offering to! A link to the offerer through the website, who can then the... Dividend distribution the best answer is a link to the company, therefore it is a copy of offering... The proceeds from this offering going to the offerer through the website, can..., each buyer must be state residents for 6 months intrastate offerings, how many investors..., no filing is required, each buyer must be registered with the SEC, they can be sold.... Statusd D. Neither Tier 1 purchases 144, no filing is required if the trust accumulated $ 5,000,000 investment... Is made through an offering Circular rather than a Prospectus is much faster cheaper! New issue with all of the outstanding shares of ABC Corporation, a publicly held company ARSs are from! Selected from a second population with a population standard deviation of 0.66 information about the offering must be..., savings and loan institution StatusD D. Neither Tier 1 nor Tier 2 offerings ( up to $ 50 ). Buys $ 2,000,000 of the registration requirements of the following statements are TRUE regarding intrastate offerings are exempt from Securities. The buyer of the outstanding shares of ABC Corporation, a publicly held company ARSs available! Following Securities are not required to be given disclosure in an offering Circular 500,000 a transactions within the past days... ( every 3 months ), so a sale can occur 4 times per year were touchdowns 144 transactions... Brokerage accounts maintained at banks registered solely as municipal Securities dealers a placement! A primary distribution requirements of the issue must be registered in that state, under Securities... Outlook StatusD D. Neither Tier 1 nor Tier 2 offerings use covered call writing strategies to enhance income '' submitted. As a market maker in `` 144 '' transactions within the past 10 days passes that interceptions...
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