The best answer is A. 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. I, II, III, IV. Common carriers, small business investment companies, and benevolent associations are all exempt. Correct B. III and IV only III Foreign Government Debt If the Form 144 was filed the preceding week, then the week ending November 12th would not yet have occurred. 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. But the rule disallows this if the trust is formed for the purpose of buying the private placement! Rule 144 applies to the public resale of restricted (unregistered private placement) stock and to the sale of registered control shares. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" The best answer is B. 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 Section 3(a)(11) of the Securities Act is generally known as the intrastate offering exemption. This exemption seeks to facilitate the financing of local business operations. September 27th 18,000 shares H0:12;H1:1>2H_0:_1_2; H_1:_1>_2 (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) These are wealthy individuals and institutional investors. 12 months Week Ending Volume Correct A. The greater amount, 18,250 shares, can be sold during the next 90 days. For the exam, know the base amounts and the fact that they are indexed for inflation periodically. StatusB B. III and IV only Rule 144 Correct Answer D. The client can make the investment without restriction, The best answer is D. Crowdfunding offerings are targeted at small investors. The bank that structures the ADRs handles the registration. IV the weekly average of the prior 8 weeks' trading volume The intent is to make it simpler for start-up companies to raise capital. 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 best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. Which of the following is subject to the registration requirements of the Securities Act of 1933? StatusD D. I, II, III, IV. Correct A. StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. The registered representative can follow the customer's instructions by forwarding the request to the member firm's operations department B. The Securities Act of 1933 WebThe best answer is B. SEC Rule 10b-5-1 allows officers of publicly held companies (statutory insiders) to establish "pre-arranged trading plans" that set future transaction stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. The Official Statement is the disclosure document for municipal bonds (which are an exempt issue). 1 year Correct C. Regulation A Source: Sports lilustrated 2009 Almanac, .158\rho .158.158. A. A customer that regularly purchases new common stock issues from her broker-dealer sends an e-mail to her registered representative asking that all prospectuses be forwarded to her electronically at her e-mail address. (Test Note: The maximum investment amount and the maximum amount that can be raised are subject to an inflation adjustment every 5 years. StatusB B. II and IV only Which offering of securities under Regulation A is subject to purchase limitations? StatusA A. StatusD D. 24 months, The best answer is A. Week Ending Volume StatusA A. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. The amendments also seek to close gaps and reduce complexities in the exempt offering framework that may impede access to investment opportunities for investors and access to capital for businesses and The best answer is B. Correct C. sales are limited to purchasers who are "resident" in the state where the issuer resides 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? Regulation D is a private placement exemption, which can be used to raise any dollar amount. The SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. B. Most of the registration statement is a copy of the Prospectus to be given to investors. 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. the effective date of the issue is unaffected by the deficiency notice An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investor But the rule disallows this if the trust is formed for the purpose of buying the private placement! III Proceeds from the sale of 500,000 shares will go to the company 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). Incorrect Answer B. I or IV, whichever is greater Correct Answer C. the stock must be held for 6 months, fully paid Sell covered calls 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 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). 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. I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues Correct C. I, II, III This company is already publicly traded, therefore it is filing its financial information with the SEC, which makes the information available to the public, making Choice D incorrect. WebWhich statements are TRUE regarding intrastate offerings? StatusD D. II and IV. State the decision rule. III Treasury Bonds 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 September 6th Whether or not the purchaser received a preliminary prospectus is a moot point - any purchaser must get the final prospectus at, or prior to, confirmation of sale. 73,000 shares / 4 = 18,250 shares StatusC C. I, II, IV 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. Once the amendment is filed, the 20-day cooling off period starts counting again from the beginning. StatusA A. StatusA A. I and III only The registration statement must be filed before the securities can be sold and it must contain full and fair disclosure of the company's business history, financial status, management, and planned use for the proceeds from the sale of the new securities. A company must determine the residence of each offeree and purchaser. The effective date occurs once the 20-day cooling off period has elapsed without a deficiency notice being sent by the SEC to the issuer of the securities. IV secondary distribution The best answer is C. 1,960,000 shares / 4 weeks = 490,000 share average II 5,000 shares IV secondary distribution StatusB B. after holding the securities for an additional 3 months Under Rule 147, intrastate offerings cannot be resold out of state for how long following completion of the initial offering? 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. Incorrect Answer B. StatusD D. Foreign Government Debt. A spouse is considered an affiliated person. II This is a primary distribution of 300,000 shares ", Which of the following statements are TRUE about Rule 147? Listed stocks, and stock options are non-exempt issues that must be registered with the SEC. IV Publishing a tombstone announcement I Solicitations of indications of interest Since Commercial Paper is an exempt security under the Securities Act of 1933, it may be sold without a prospectus. The Form must be filed by the seller at, or prior to, with the placement of the sell order. Tier 1 offerings, up to a maximum amount of $20 million, are given the easiest registration method and do not require audited financial statements. 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. This is because I Individual earning $200,000 per year StatusD D. 24 months, The best answer is B. 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. 17,000 shares StatusC C. II and III I Sending a customer a "red herring" preliminary prospectus 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 Incorrect Answer A. 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. The seller must represent that the securities have been held fully paid for 6 months, otherwise Rule 144 cannot be used. I Non-profit organization with assets in excess of $2,000,000 They are an exempt security under the Securities Act of 1933 and can be sold without a prospectus. IV U.S. Government Bond Funds Rule 144 is applicable to officers, directors, and "affiliated" persons - meaning someone whom they "control." Once the registration statement is filed, the issue enters the 20-day cooling off period. 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} 220,000 shares The best answer is C. Bankers Acceptances are a money market instrument used to finance imports and exports. 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. StatusB B. StatusB B. 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. StatusA A. I only (Test Note: The investment minimum is subject to an inflation adjustment every 5 years. In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. During this time period, the issue may not be sold nor advertised, so neither firm orders, nor deposits can be taken. The best answer is 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. C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading 500,000 shares StatusA A. I registered distribution Read the code on FindLaw StatusD D. after holding the securities for 3 years. StatusD D. I, II, III, IV. Incorrect Answer D. the issuer is reporting currently to the SEC. 6 months However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. StatusB B. II and IV C. Auction Rate Securities can be put back to the issuer at the reset date

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