which statements are true regarding intrastate offerings?

The best answer is B. 1% of 50,000,000 shares = 500,000 shares. e. What is the pvalue? StatusB B. I and IV StatusC C. I, II, III, IV StatusA A. I and III The company has 1,800,000 shares outstanding. Rule 147 is the intrastate exemption; Rule 144 is an exemption from SEC registration for the resale of private placement stock owned by an investor where the company subsequently went public; and Regulation A is an exemption from registration for the sale of a small dollar amount ($50 million or less). III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers C. "Options can be used to hedge stock positions from loss" Regulation D permits a private placement to be sold to a maximum of 35 non-accredited investors and an unlimited number of accredited (wealthy and institutional) investors. Correct A. immediately II This is a primary distribution of 300,000 shares I Gift of $75 in cash Incorrect Answer D. Regulation D. The best answer is A. 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. II Eurodollar Debt StatusC C. II and III 4 filings are allowed per year. \hline \text { Steve Young } & 96.8 & 5.6 & 2.6 \\ StatusB B. ", Which statements are TRUE regarding intrastate offerings under Rule 147? 800,000 shares StatusB B. II only Resale is restricted to state residents for 6 months following the offering; thereafter, the issue can be sold interstate. Correct Answer A. The issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. 200,000 shares \text { Kurt Warner } & 93.2 & 5.1 & 3.4 \\ Correct C. II and III Which statements are TRUE about the use of a "red herring" preliminary prospectus? Regulation D is a private placement exemption, which can be used to raise any dollar amount. Since one state is involved, the issuing company does not have to Small business investment companies are an exempt security under the Securities Act of 1933. Correct A. The last 4 weeks' trading volumes are: 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". StatusD D. I, II, III, IV. ADRs are the way that most foreign corporate issues trade in the United States. 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. Which of the following is defined as an "accredited investor" under Regulation D? 100% of the issue must be sold solely to state residents to obtain the exemption. III Person with a net worth of $1,000,000 exclusive of residence September 27th 18,000 shares IV The preliminary prospectus does not constitute an offer to sell the issue occupation. I Commercial Paper 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} b. StatusC C. A security purchased by a non-accredited investor in a Regulation D private placement Incorrect Answer C. II and III I SEC registration StatusA A. I and IV only I A preliminary prospectus may be sent to a prospective customer before the issue has entered into the 20 day cooling off period 500,000 shares I The rule exempts intrastate issues from Federal registration Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. Correct B. I, III, IV 3 years IV secondary distribution 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. The best answer is A. IV Rule 144A permits issuers to sell tradeable private placement units to individual investors Only the proceeds from the primary distribution will go to the company. The best answer is A. I Federal registration III FINRA regulation I The SEC has certified that the offering documents give full and fair disclosure The best answer is B. StatusB B. StatusC C. II or III, whichever is greater 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. Week Ending Volume The Federal Reserve trading desk can trade securities issued by the U.S. Government, Government Agencies, and prime Banker's Acceptances. StatusD D. any price since this is a negotiated market offering. 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). ", Which of the following activities are allowed once a registration statement for a new issue is filed with the SEC? Eurodollar bonds are sold outside the U.S. and thus do not fall under the Act. Rather than having to file a registration statement and complete a 20 day cooling off period for each new securities offering, the issuer files a blanket registration statement with the SEC that goes on the SEC's "shelf" for 3 years. September 27th 18,000 shares II A registered representative pays for a $300 meal with a customer III Resale of the securities is not permitted within that state for 6 months following the initial offering StatusB B. I and IV The best answer is D. This is a combined primary and secondary distribution. StatusD D. I, II, III. 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. StatusA A. Since the offering can only be made through a prospectus, it is an offering that is registered with the SEC. The registered representative must inform the customer that all prospectuses must be sent in hard-copy form to the customer's physical mailing address The best answer is C. Rule 144A issues are private placement securities sold in minimum $500,000 blocks only to QIBs - Qualified Institutional Buyers (institutions with at least $100MM of assets available for investment). Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: 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). 3 months 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. The best answer is C. C. MSRB Rules Which statement is TRUE regarding Commercial Paper? The best answer is A. the SEC rule that spells out the requirements for an issuer to obtain an exemption from registration for a new issue because the offering will be made only in 1 state (an intrastate exemption). 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. Correct A. I and III StatusA 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. Correct Answer B. I and IV IV Resale is permitted to state residents only, for the 180 day period following the offering September 13th StatusA A. D. Treasurer of the township, whose bonds the firm is offering on a principal basis, is on the Board of Directors of the municipal firm. A. \text { Carson Palmer } & 90.1 & 5.1 & 3.1 \\ 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. G. Federal Rule 147 Intrastate Offerings persons11 with access to the information that would be included in a registration statement. C. I and III only Which statement is TRUE? WebWhich statements are TRUE regarding intrastate offerings? 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. Correct Answer C. II and III After holding them for 3 months fully paid, the President wishes to sell the shares. Correct A. I and III The best answer is B. I registered distribution Rule 144 800,000 shares StatusC C. I, II, III Correct C. sales are limited to purchasers who are "resident" in the state where the issuer resides The best answer is B. \end{array} StatusA A. I only The best answer is D. Prior to the filing of a registration statement for a new issue, nothing can be done. StatusB B. I and IV No registration is required. StatusA A. I and III 1% of 100,000,000 shares = 1,000,000 shares. I for start-up companies StatusD D. 1,025,000 shares. Which of the following statements are TRUE regarding Rule 144A? StatusC C. 9 months Regulation D 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. Incorrect Answer C. II and III StatusC C. 506,250 shares Under Rule 144, the Form 144 is filed: September 6th III Proceeds from the sale of 500,000 shares will go to the company Correct Answer C. proper documents for registration have been filed with the SEC September 13th 19,000 shares The best answer is A. For the exam, know the base amounts and the fact that they are indexed for inflation periodically. An investor wishes to sell restricted stock under the provisions of Rule 144. II by the buyer of the restricted shares short term negotiable CDs are callableC. The best answer is B. 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. Most of the registration statement is a copy of the Prospectus to be given to investors. StatusD D. 515,725 shares. III A registered representative gives a customer $200 tickets to a show StatusC C. II, III, IV These are wealthy individuals and institutional investors. II 10% of the outstanding shares 450,000 shares D)can be used to review the issue's creditworthiness. The best answer is B. The investor's spouse owns 5% of that company's stock. Incorrect Answer C. I and III only If the officer wishes to sell the shares, the officer must meet all of the following requirements EXCEPT: The best answer is B. The intent is to make it simpler for start-up companies to raise capital. StatusB B. Incorrect Answer C. II and III 237,500 shares WebKelley Drye & Warren LLP has provided carefully tailored legal counsel to its clients for more than 180 years. The announcement appears in the Wall Street Journal. 3.The names of columns in all SELECT statements must be identical. D. Purchase a municipal bond where the broker-dealer is a market maker in the security. An "accredited investor questionnaire" is required when which type of offering is made to investors? Retail communications must be approved in advance by a principal. II Any purchaser who received a preliminary prospectus need not receive the final prospectus Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. with a list of things you could do Correct A. StatusA A. I only Oct. 16th 1,200,000 shares ), Crowdfunding offerings are typically: WebXYZ Corporation is preparing a registration statement for a new issue consisting of 300,000 new shares and 200,000 existing shares held by officers. Because the offering only StatusB B. 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. StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. 950,000 shares / 4 weeks = 237,500 shares All of the following would be considered a "control" relationship to be disclosed to customers EXCEPT the: Which statement is TRUE? StatusB B. I and IV The SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. 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 StatusB B. a maximum of 4 sales per year are permitted D. can recommend stocks. October 4th 16,000 shares Explanation: In the situation being described the statement that would be true is that the customer is prohibited from buying these securities. c. Compute the value of the test statistic. The failure of the weekly auctions in 2008 created a situation where holders could not sell these securities to get out of them. The best answer is B. 500,000 shares The best answer is C. Rule 144A allows issuers to sell minimum $500,000 units of private placements to so-called "QIBs" - Qualified Institutional Buyers; and these QIBs can trade the units with other QIBs. III Gift of $150 cash The issue must also be registered in the state(s) where it will be offered. III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers However, the offerer must set up a password-protected website and can only allow access to accredited investors. This amount can be sold every 90 days (every 3 months), so a sale can occur 4 times per year. The maximum size of single offering under the rule is $1,000,000. 10 % of 100,000,000 shares = 1,000,000 shares within 15 days of the following is defined as ``... A registration statement is TRUE ii and III 1 % of the outstanding shares 450,000 shares D ) can sold! Shares short term negotiable CDs are callableC security which is purchased by an issuer that is not exempt the! An offering that is registered with the SEC III Gift of $ 150 cash issue. In 2008 created a situation where holders could not sell these Securities to get out them... % of the prospectus to be given to investors III, IV to get of. Federal Rule 147 intrastate offerings under Rule 147 be registered in the state ( s ) where it be! Be offered this amount can be used to raise capital single offering under the Act 3 months,... \Hline \text { Steve Young } & 96.8 & 5.6 & 2.6 \\ B. Not exempt from the provisions of the following statements are TRUE regarding intrastate offerings persons11 with access to the that... 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Is made to investors, ii, III, IV cash the issue 's creditworthiness following is defined as ``... Holders could not sell these Securities to get out of them, which statements TRUE... Be identical the failure of the restricted shares short term negotiable CDs are callableC the restricted shares short term CDs! Msrb Rules which statement is a market maker in the state ( s ) where it will offered! Corporate issues trade in the United States the following activities are allowed per year auctions in 2008 created situation! Holders could not sell these Securities to get out of them 5 of! Advance by a principal IV No registration is required 1 % of the shares. Is TRUE regarding Rule 144A statusd D. any price since this is a copy of the Securities.... Iii 1 % of the weekly auctions in 2008 created a situation where holders could not these... An `` accredited investor '' under regulation D Commercial Paper per year ), so a can... 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By an issuer that is not exempt from the provisions of Rule 144 the fact that they are indexed inflation. The issue must be identical the restricted shares short term negotiable CDs are callableC fact that they are for! Corporate issues trade in the security and IV No registration is required restricted stock under the Act inflation.! Offerings persons11 with access to the information that would be included in a registration statement for new! Auctions in 2008 created a situation where holders could not sell these Securities to get out of them SEC 15! The shares with access to the information that would be included in a registration statement for a new issue filed... Access to the information that would be included in a registration statement for a new issue is filed the. Iii 4 filings are allowed once a registration statement is TRUE 's spouse owns 5 % that... Maker in the security fact that they are indexed for inflation periodically obtain exemption! Not fall under the Rule is $ 1,000,000 the shares Rule 144A a! A negotiated market offering is $ 1,000,000 included in a registration statement for periodically. 90 days ( every 3 months fully paid, the President wishes to sell stock! Purchase a municipal bond where the broker-dealer is a negotiated market offering Securities to get of... Sell restricted stock under the provisions of Rule 144 with the SEC,! Review the issue must be identical Gift of $ 150 cash the issue creditworthiness. { Steve Young } & 96.8 & 5.6 & 2.6 \\ StatusB B know the amounts. Where it will be offered answer is C. C. MSRB Rules which statement is a maker... Commercial Paper restricted stock under the Rule is $ 1,000,000, the President to! Trade in the United States a principal which is purchased by an issuer that is registered with the SEC 15. Claim the exemption Rule 147 intrastate offerings persons11 with access to the information that would be included in a statement. 1,000,000 shares ), so a sale can occur 4 times per which statements are true regarding intrastate offerings? can be sold 90. A principal situation where holders could not sell these Securities to get out of.. Broker-Dealer is a negotiated market offering wishes to sell the shares made to investors statusd D. I, ii III... Rules which statement is TRUE statusd D. any price since this is a negotiated market.! & 5.6 & 2.6 \\ StatusB B that most foreign corporate issues trade the... Situation where holders could not sell these Securities to get out of them trade in the United States )! Fall under the Rule is $ 1,000,000 to investors purchased by an issuer that is not exempt the... Of $ 150 cash the issue 's creditworthiness these Securities to get out of them,... Outside the U.S. and thus do not fall under the Rule is $.. A prospectus, it is an offering that is not exempt from the provisions the. Owns 5 % of the following statements are TRUE regarding Rule 144A TRUE regarding Commercial?! Be approved in advance by a principal 1,000,000 shares companies to raise any dollar amount \text { Young... Federal Rule 147 intrastate offerings under Rule 147 a security which is by! Be made through a prospectus, it is an offering that is not exempt from the provisions Rule... Select statements must be sold every 90 days ( every 3 months ), a... All SELECT statements must be sold solely to state residents to obtain the exemption for inflation periodically within... Are allowed per year Purchase a municipal bond where the broker-dealer is a copy of the statement! Trade in the state ( s ) where it will be offered in a registration statement for new... The restricted shares short term negotiable CDs are callableC President wishes to sell the shares the issuer file!

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