The best answer is B. Regulation A is an "EZ" registration method for offerings of up to $50 million. C)must include information about the offering's call provisions. StatusA A. before the 20 day cooling off period IV U.S. Government Bond Funds As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." Sell naked calls D. can recommend stocks. Rule 147 is considered a safe harbor under Section 3(a)(11), providing objective standards that a company can rely on to meet the requirements of that exemption. Customers in any state can buy - this is not being sold under an "intrastate exemption" (Rule 147) that limits purchasers to residents of 1 state. 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. 100% of the issue must be sold solely to state residents to obtain the exemption. August 30th Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Once the registration statement is filed, the issue enters the 20-day cooling off period. IV Intrastate offerings are exempt from State registration III Accepting a deposit from the customer Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED IV purchased by large investors StatusD D. no filing is required with the SEC. StatusC C. II or III, whichever is greater Once the amendment is filed, the 20-day cooling off period starts counting again from the beginning. StatusA A. I and III Rule 147 exempts "intrastate" issues from registration with the SEC. 250,000 shares Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. 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. IV No disclosure is required to investors September 6th 17,000 shares StatusC C. Both Tier 1 and Tier 2 offerings StatusD D. II and IV only. I by the seller of the restricted shares "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" Control shares are registered shares owned by a key officer or director. 200,000 shares 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 This is a new issue with all of the proceeds from this offering going to the company, therefore it is a primary distribution. Once the registration is effective, the final prospectus is used to offer and sell the issue. October 4th 16,000 shares II Resale of the securities is permitted outside that state immediately following the initial offering Oct. 23rd Correct C. $100,000,000 of assets that it invests on a discretionary basis StatusB B. I and IV The client cannot make the investment unless he or she is an accredited investor StatusA A. I and III \text { Kurt Warner } & 93.2 & 5.1 & 3.4 \\ Search/A-Z Index link and enter 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. A. StatusA A. I and II Once the registration statement is filed, a preliminary prospectus can be sent; indications of interest can be accepted; and a "tombstone" announcement can be published. StatusA A. I only 220,000 shares II Advertisement of the issue StatusD D. effective cost to potential purchasers has been established by the SEC. Nov 7 IV at, or prior to, the placement of the order Correct Answer C. the stock must be held for 6 months, fully paid \text { Daunte Culpepper } & 89.9 & 4.9 & 3.2 Which of the following statements are TRUE regarding Rule 144A? The best answer is C. The Form 144 is filed on Monday, October 5th. 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. II A Form 144 must be filed if the shares are to be sold IV Listed common stock The best answer is B. 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. ADRs are the way that most foreign corporate issues trade in the United States. 45 days IV Resale is permitted to state residents only, for the 180 day period following the offering StatusC C. Small Business Investment Company issues StatusD D. 1,025,000 shares. II Treasury Bills \text { Carson Palmer } & 90.1 & 5.1 & 3.1 \\ Under Rule 147, intrastate offerings cannot be resold out of state for how long following completion of the initial offering? StatusC C. 3 30 days An indication of interest for a new stock offering is normally taken: The SEC initially adopted Rule 147 in 1974 to serve as a safe harbor for issuers that conduct intrastate offerings. Which of the following is defined as an "accredited investor" under Regulation D? 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. StatusA A. exempt under Regulation A 400,000 shares I American Depositary Receipts I 1% of the outstanding shares StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. 450,000 shares II Intrastate offerings are subject to State registration 200,000 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. 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. StatusC C. The research report may only be sent to customers who have bought new issues within the preceding 12 months StatusA A. Choice "b" is incorrect. Thus, a corporation distributing a stock dividend or splitting its stock would not require a registration statement filing. StatusA A. Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. 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. StatusB B. hypothecation agreement 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. Is this a one-tailed or a two-tailed test? Which of the following is an exempt security under the Securities Act of 1933? The best answer is B. Regulation D Once the registration is effective, orders can be accepted if customers receive the final prospectus, at or prior to, confirmation of sale. Correct B. StatusA A. September 6th These are private placement securities that are exempt from registration with the SEC. WebWhich of the following is true regarding VC investment into a portfolio firm? Statement Statement on Proposed Rule Amendments to Facilitate Intrastate and Regional Securities Offerings Commissioner Kara M. Stein Oct. 30, 2015 I join my colleagues in thanking the staff for their hard work and Correct D. 4. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. StatusA A. a registration statement must be filed with the SEC StatusC C. Yes, because she has not held the shares for 6 months IV the weekly average of the prior 8 weeks' trading volume Correct B. Corporate distributions that result in an issuer distributing the exact same class of security to existing shareholders do not require a registration statement filing with the SEC. Governments settle "regular way" in 1 business day. Correct Answer A. If a E-Mail is sent to more than 25 existing or prospective retail customers, then it is defined as a "retail communication," and furthermore, within that broad definition, it is defined as sales literature. StatusB B. after holding the securities for 90 days 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. IV secondary distribution 1 Twitter 2 Facebook 3RSS 4YouTube Conduct the following test of hypothesis using the .08 significance level.a. ABC corporation has 100,000,000 shares outstanding. Non-profit organization with assets in excess of $2,000,000 Statements B, C, and D are facts and are true. Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). 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). 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 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. II only The best answer is C. Intrastate offerings are exempt from SEC registration, but are still subject to registration within the state where the offer is being made. 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. The weekly average of the preceding 4 weeks' trading volume is: PlayerSteveYoungPeytonManningKurtWarnerTomBradyJoeMontanaCarsonPalmerDaunteCulpepperRating96.894.793.292.992.390.189.9TD%5.65.75.15.45.25.14.9Inter%2.62.83.42.42.63.13.2. IV Publishing a tombstone announcement D. "Many portfolio managers use covered call writing strategies to enhance income". 6 months The transfer agent is authorized by the SEC to transfer the shares without a copy of the Form 144. Correct B. III and IV only The best answer is B. These are private placement securities that are exempt from registration with the SEC. The 4 weeks' trading to be averaged are: 4 weeks' trading volume StatusA A. I and III StatusD D. I, II, III, IV. 237,500 shares StatusB B. The market for this is PORTAL, but trading activity is thin in this market, especially as compared to the market for publicly traded securities. It gives an "E-Z" registration method for offerings of up to $50 million within a 12 month period. In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. IV A bank or savings and loan institution III $50,000 StatusB B. III and IV only II Any purchaser who received a preliminary prospectus need not receive the final prospectus No registration is required. 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