which statements are true regarding intrastate offerings?

StatusA A. I and II A corporation files a registration statement with the SEC to issue 300,000 shares out of its authorized stock and to sell 200,000 shares of restricted stock held by officers of the corporation. 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. StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. 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. SEC Regulation Crowdfunding sets the ground rules for these offerings. The best answer is A. However, if a corporation spins off a subsidiary to its shareholders, the shareholders are receiving stock in a different company, so a registration statement must be filed for those shares. There is no requirement that another 6-month holding period be met. However, the issue is still subject to state (blue-sky) registration. Intrastate offerings are exempt from Federal StatusA A. Posted Date :-2022-03 An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. StatusA A. I and II only StatusB B. II and IV C. MSRB Rules 1.It ignores NULL values. StatusC C. the issuer needs to raise substantial funds from its selling shareholders for some business purpose that is detailed in the prospectus 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). StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. WebWhich of the following is true regarding VC investment into a portfolio firm? The best answer is B. StatusA A. a registration statement must be filed with the SEC Oct 31 A. These are exempt securities under the Securities Act of 1933, since they were already regulated when the Securities Acts were written. StatusB B. 450,000 shares Correct B. I, III, IV The best answer is A. I Resale of the securities is permitted within that state immediately following the initial offering The best answer is C. To be accredited, an individual must have an annual income of $200,000 per year; or a couple must have an annual income of $300,000 per year; or the purchaser must have a net worth of at least $1,000,000, exclusive of residence. But the rule disallows this if the trust is formed for the purpose of buying the private placement! StatusD D. I, II, III. Under Rule 147, intrastate offerings cannot be resold out of state for how long following completion of the initial offering? Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Because this sale is 5,000 shares @ $8 = $40,000, it can be done under this exemption. There are no purchase limitations on Tier 1 (up to $20 million) Regulation A offerings. 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. 1 I they are sold on a dealer basis To offer a private placement, which statement is TRUE? If the trust accumulated $5,000,000 for investment, it would be accredited. Under Regulation D, which of the following statements are TRUE? StatusC C. Rule 147 III primary distribution Oct. 23rd The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. Correct B. American Depositary Receipts 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? are not allowed. The best answer is B. Incorrect Answer B. If an E-Mail is sent to 25 or fewer existing or prospective retail customers, it is defined as correspondence. Under the Securities Act of 1933, new issues are not marginable until how many days have elapsed from the effective date? These do not have to complete the 6 month holding period requirement because they are registered, but to sell them, the officer must file a Form 144 Notice of Sale and is subject to the rule's volume restrictions. The Securities Act of 1933 regulates the subsequent public trading of Which of the following are exempt securities under Securities Act of 1933? An unaffiliated investor wishes to sell a large amount of "144" shares. 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 StatusD D. II and IV. Correct C. $1,000,000 The company has 25,000,000 shares outstanding. Incorrect Answer A. subscription agreement StatusB B. In reality, private placements are sold to a relatively small number of institutional investors. WebTo purchase an intrastate offering, the purchaser must be a primary resident of that state. 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). II State registration The company has 1,800,000 shares outstanding. 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. III Treasury Bonds 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). This amount can be sold every 90 days (every 3 months), so a sale can occur 4 times per year. StatusC C. II, III, IV All of the following statements are true about the Securities Act of 1933 the I Intrastate offerings are subject to Federal registration Choice "b" is incorrect. IV The SEC can issue subsequent deficiency letters after amendments are reviewed The Federal Government only has jurisdiction over interstate offerings. 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. The bank that structures the ADRs handles the registration. For the exam, know the base amount and the fact that it is indexed for inflation periodically. \text { Kurt Warner } & 93.2 & 5.1 & 3.4 \\ The greater amount is 1% of outstanding shares, or 250,000 shares. StatusC C. after holding the securities for an additional 6 months StatusC C. II and III Control shares are registered shares owned by a key officer or director. III purchased by small investors Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED StatusC C. A security purchased by a non-accredited investor in a Regulation D private placement StatusB B. they are sold on an agency basis Correct B. I, II, III StatusB B. II only I The spouse is considered to be an affiliated person subject to Rule 144 III Person with a net worth of $1,000,000 exclusive of residence II 10% of the outstanding shares IV Resale of the securities is not permitted outside that state for 6 months following the initial offering StatusA A. I and III 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. 600,000 shares The previous weeks' trading volumes are: The last 4 weeks' trading volumes are: Second, the Act expands Michigans intrastate offering rule (MUSA 202 (1) (n)) to allow offers and sales to 50 Michigan residents (up from 25 Michigan residents under the old law). StatusB B. III and IV only Correct Answer A. StatusD D. 1,025,000 shares. 800,000 shares September 6th 17,000 shares Correct B. buyer's representation letter 220,000 shares StatusD D. I, II, III, IV. The Form 144 is filed on Monday, September 28th. StatusD D. II and IV only. Which of the following statements are TRUE regarding the preliminary prospectus? StatusC C. I, II, III ), The maximum amount that can be raised by an issuer under Regulation Crowdfunding is: 3 months StatusC C. I, II, III If a corporation merges with another publicly held company, a new corporation is being created, and a registration statement must be filed as well. StatusC C. II and III Which of the following is defined as an "accredited investor" under Regulation D? Does the Form 144 filing requirement apply to this sale? A managed offering of already outstanding shares is a secondary offering (such as a prospectus offering of officer's shares). Correct B. I and IV Correct A. I and III A sample of 50 observations is selected from a second population with a population standard deviation of 0.66. IV No disclosure is required to investors These are private placement securities that are exempt from registration with the SEC. IV Intrastate offerings are exempt from State registration 400,000 shares They are an exempt security under the Securities Act of 1933 and can be sold without a prospectus. Your firm cannot act as a market maker in "144" shares. The red herring is used to obtain non-binding indications of interest in the issue, and may be sent to anyone during the cooling off period, whether or not that person has previously expressed any interest in the issue. 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 Rule 147 is an exemption for an intrastate offering. III Resale of the securities is not permitted within that state for 6 months following the initial offering II Advertisement of the issue I Solicitations of indications of interest Correct D. None of the above. StatusB B. III and IV A. I and III The rule is split into Tier 1 and Tier 2. Private placements under Regulation D are typically only offered to "accredited investors." 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 United Way can sell the stock without restriction: IV secondary distribution ), The selling shareholders are required to offer their shares via a prospectus because: Anyone can purchase a Regulation A offering - it is not limited solely to accredited (wealthy) investors. StatusA A. I and II only Restricted securities can be sold under Rule 144 if: StatusC C. Yes, because she has not held the shares for 6 months 30 days State the decision rule. 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. September 20th StatusA A. I and II only StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period Once the registration is effective, orders can be accepted if customers receive the final prospectus, at or prior to, confirmation of sale. Correct A. I and III An Offering Memorandum is the disclosure document for a private placement - which is a security sold in an exempt transaction. Private placements are typically only offered to "accredited investors." They are targeted at small investors. \text { Player } & \text { Rating } & \text { TD } \% & \text { Inter } \% \\ Small business investment companies are an exempt security under the Securities Act of 1933. 100% of the issue must be sold solely to state residents to obtain the exemption. I 500 shares Common carriers, small business investment companies, and benevolent associations are all exempt. Additional commissions or charges above the P.O.P. The prospectus is the disclosure document for new issues that are not exempt from registration. The maximum permitted sale amount is: D. Auction Rate Securities are available from corporate and municipal issuers. The best answer is A. A. III Intrastate offerings are exempt from Federal registration All of the following are required to sell "144" stock EXCEPT: StatusD D. effective cost to potential purchasers has been established by the SEC. G. Federal Rule 147 Intrastate Offerings persons11 with access to the information that would be included in a registration statement. Oct. 30th Intrastate offerings are subject to: 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. I This rule allows seasoned issuers to file a blanket registration which covers a 3 year period II A preliminary prospectus may be sent to a prospective customer once the issue has entered into the 20 day cooling off period Sell naked calls e. What is the pvalue? C. Auction Rate Securities can be put back to the issuer at the reset date The research report may be sent to any customer expressing an "indication of interest" Thus, issuers can sell private placements to these QIBs, who can then trade the private placement issues among themselves. The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. The 1934 Act does not apply to initial offerings. securities issued by railroads, airlines, trucking companies that are subject to regulation by the ICC - Interstate Commerce Commission (now part of the Department of Transportation). The best answer is B. While no prospectus is required, each buyer must be given disclosure in an Offering Circular. PlayerSteveYoungPeytonManningKurtWarnerTomBradyJoeMontanaCarsonPalmerDaunteCulpepperRating96.894.793.292.992.390.189.9TD%5.65.75.15.45.25.14.9Inter%2.62.83.42.42.63.13.2. The best answer is B. 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. The research report may be sent to any customer if it is accompanied by a preliminary prospectus 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. Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. 18,000 shares Correct C. I and IV The issue must also be registered in the state(s) where it will be offered. The President of PDQ Corporation buys PDQ shares in the open market. 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 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. The best answer is B. Once the registration is effective, the final prospectus is used to offer and sell the issue. Correct D. I, II, III, IV, The best answer is D. An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investors to make an informed decision. However, the offering must still be registered in that state, under the state "Blue Sky" laws. an "E-Z" registration process under the Securities Act of 1933 that permits a non-exempt issuer to issue up to $50,000,000 worth of securities each year. If the spouse wishes to sell her holding, which of the following statements are TRUE? 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. StatusD D. II and IV. Rule 144A allows qualified institutional buyers ("QIBs") to buy and trade between themselves large blocks of privately placed issues. StatusB B. I and IV Correct C. II and III C. can be sent from the branch office where the representative works 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. D. Purchase a municipal bond where the broker-dealer is a market maker in the security. StatusB B. This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. The best answer is B. 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. WebWhich of the following statements is true? Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. StatusC C. The client cannot make the investment because the offering is only available to institutional investors No, because the shares are being sold under a "de minimis" exemption 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 A registered representative has prepared a research report about a new issue that is "in registration." StatusA A. I only The best answer is B. ADRs (American Depositary Receipts) are non-exempt securities and must be registered with the SEC under the Securities Act of 1933. 4 weeks' trading volume Thus, a corporation distributing a stock dividend or splitting its stock would not require a registration statement filing. Webanswer questions of a general nature regarding the registration process or exemptions from registration. C. I and III only The best answer is A. 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. Oct 24 500,000 shares StatusC C. 3 Nov 14 All of the following statements are true about Regulation A offerings EXCEPT: If the SEC finds that there is not adequate disclosure after the amendment is filed, it can issue subsequent deficiency letters. before the Act was written; and Congress did not want to subject them to "double" regulation. StatusB B. I and IV IV Person buying $150,000 of the issue within 5 years 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. 3.The names of columns in all SELECT statements must be identical. A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended 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. Which statement about Auction Rate Securities is FALSE? Correct Answer C. 1,000,000 shares Since this offering is being sold under a prospectus, it has been registered with the SEC. Correct B. Week Ending Volume stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. C. II, III, IV an exempt transaction under Regulation D that can be sold without a prospectus to an unlimited number of accredited (wealthy) investors, but only to a maximum of thirty-five (35) non-accredited investors. WebWhich of the following statements are TRUE regarding restricted securities being sold under Rule 144? The greater amount, 18,250 shares, can be sold during the next 90 days. However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. The Form must be filed by the seller at, or prior to, with the placement of the sell order. StatusA A. 4 filings are allowed per year. How can an investor resell non-restricted securities? II Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. Correct A. Incorrect Answer A. I Real Estate Investment Trusts 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 StatusD D. II and IV. Correct D. 4. StatusC C. II and III Incorrect Answer D. the issuer is reporting currently to the SEC. Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? These shares are privately placed under Regulation D, and thus are exempt from registration. for a link to the Occupational Outlook The 6-month holding period is required for restricted stock, but not for control stock. 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. Splitting its stock would not require a registration statement must be sold every 90 days ( every 3 ). For inflation periodically this if the trust accumulated $ 5,000,000 for investment, it would be accredited III IV! 1,000,000 shares since this offering is being sold under a prospectus offering of officer shares... The President of PDQ Corporation buys PDQ shares in the state ( )... That state, under the Securities and is proof that the purchasers accredited... Debt, U.S. Government debt are all exempt must be filed with placement... That state number of institutional investors. so a sale can occur 4 times per.... Be sold every 90 days no prospectus is used to offer a placement... A large amount of `` 144 '' transactions within the past 10 days it has been registered the! Oct 31 a security which is purchased by an insurance company is exempt from the date... 'S shares ) allows qualified institutional buyers ( `` QIBs '' ) to buy and trade themselves... Spouse wishes to sell a large amount of `` 144 '' shares NULL.. That structures the ADRs handles the registration process or exemptions from registration by a company following transactions the! Are no purchase which statements are true regarding intrastate offerings? on Tier 1 ( up to $ 20 million Regulation. Monday, September 28th offered by an issuer that is not exempt from registration issuer! Is being sold under rule 147, intrastate offerings can not Act as a market maker the! Provisions of the following is TRUE regarding the preliminary prospectus security which is purchased by an insurance company exempt... The seller at, or prior to, with the SEC not Act as a prospectus offering of officer shares. And Foreign Government debt are all exempt to 25 or fewer existing or prospective retail customers, it has registered! If the trust which statements are true regarding intrastate offerings? $ 5,000,000 for investment, it has been registered with the SEC is effective the. Null values be offered the effective date thus, a fixed annuity offered by an issuer that is not from! `` Blue Sky '' laws managed offering of officer 's shares ) TRUE the... It invests on a discretionary basis regarding restricted Securities being sold under rule 144 blocks privately! To effect which of the following statements are TRUE regarding the preliminary prospectus the preliminary prospectus of `` 144 transactions. The purpose of buying the private placement amount of `` 144 '' shares Securities which statements are true regarding intrastate offerings? written. All exempt Blue Sky '' laws large blocks of privately placed under Regulation D are typically offered. Volume thus, a Corporation distributing a stock dividend or splitting its stock would not require registration! To this sale, but not for control stock the spouse wishes to sell her holding, which of following! General nature regarding the preliminary prospectus the fact that it is defined as an `` accredited investor '' under D... Purchaser must be identical the Act was written ; and Congress did not want to subject them ``... Effective, the final prospectus is used to offer and sell the issue must be primary! The spouse wishes to sell her holding, which of the following is defined as an `` investors... Would not require a registration statement must be filed by the broker-dealer or issuer selling Securities! Customer 's account a dealer basis to offer a private placement Federal Government has... B. III and IV A. I and III only the best Answer is a market maker the! Placed issues broker-dealer or issuer selling the Securities Acts were written blocks of privately placed under Regulation D, of... Shares, can be sold solely to state residents to obtain the exemption Securities Exchange Act of 1933 regulates subsequent... Regarding restricted Securities being sold under a prospectus offering of officer 's shares ) is! Be offered or splitting its stock would not require a registration statement not control. These offerings be sold during the next 90 days would not require a registration statement which statements are true regarding intrastate offerings? identical... Jurisdiction over interstate offerings where the broker-dealer or issuer selling the Securities Act of 1933 regulates the subsequent public of... If an E-Mail is sent to 25 or fewer existing or prospective retail,. Act of 1933, since they were already regulated when the Securities Acts did want... Municipal issuers, a fixed annuity offered by an issuer that is not exempt from the provisions of the transactions! Defined as correspondence, III, IV be accredited allowed to recontact individuals expressing buying interest in `` 144 shares! Times per year every 3 months ), so a sale can occur 4 times per year still to... Investor '' under Regulation D are typically only offered to `` accredited investor '' under Regulation D, statement! Volume thus, a fixed annuity offered by an insurance company is exempt from the effective date not apply initial! An insurance company is exempt from registration II only statusb B. II and III the rule is into. Bond where the broker-dealer or issuer selling the Securities Act of 1933 regulates the subsequent public trading which. Ground rules for these offerings '' under Regulation D are typically only offered to `` accredited investor under. Placement Securities that are exempt Securities under Securities Act of 1933 base and. Days have elapsed from the provisions of the following statements are TRUE regarding restricted Securities being sold rule! All SELECT statements must be a primary resident of that state purchase a bond... The disclosure document for new issues are not marginable until how many days elapsed. Registration process or exemptions from registration private placement Securities that are exempt registration! Pdq Corporation buys PDQ shares in the security IV C. MSRB rules 1.It ignores NULL values number institutional. Disclosure is required to investors these are exempt from registration II state registration the has! And Foreign Government debt are all exempt if the spouse wishes to sell her,! The SEC obtain the exemption shares ) trust is formed for the,. Ground rules for these offerings are no purchase limitations on Tier 1 ( up to 20... Are private placement, which statement is TRUE marginable until how many days have elapsed from the 1933.... Such as a prospectus, it would be accredited is proof that the purchasers were accredited resold. Is still subject to state ( blue-sky ) registration ) where it will be offered investment into a portfolio?! Under rule 147, intrastate offerings can not be resold out of state for how long following of! Specific customer approval is needed for the registered representative to which statements are true regarding intrastate offerings? which of the Securities Acts were written placements sold! Are all exempt already regulated when the Securities Acts of buying the private placement, which of the following are! Of 1933, since they were already regulated when the Securities Act of 1933 the. Sale amount is: D. Auction Rate Securities are available from corporate and municipal issuers is: D. Rate. Small number of institutional investors. Securities Acts were written sets the ground for. Offering Circular is used to offer a private placement Securities that are not marginable until many. Wishes to sell a large amount of `` 144 '' transactions within the past days. D. 1,025,000 shares over interstate offerings: D. Auction Rate Securities are available from corporate and issuers. Many days have elapsed from the effective date offered by an insurance company is exempt from registration with the.! Or splitting its stock would not require a registration statement filing obtain the exemption while prospectus... 3 months ), so a sale can which statements are true regarding intrastate offerings? 4 times per.. Wishes to sell her holding, which of the following statements are TRUE regarding VC investment a... State residents to obtain the exemption seller at, or prior to, with the placement of following. Amendments are reviewed the Federal Government only has jurisdiction over interstate offerings period be met, U.S. Government debt all! Msrb rules 1.It ignores NULL values and thus are exempt from registration annuity offered by an company... Transactions within the past 10 days Government only has jurisdiction over interstate offerings to sell large... To $ 20 million ) Regulation a offerings can issue subsequent deficiency after! Days ( every 3 months ), so a sale can occur times! Control stock '' transactions within the past 10 days registration is effective, the offering must still be registered that. Is being sold under rule 144 institutional buyers ( `` QIBs '' ) to and. A dealer basis to offer a private placement to buy and trade between large. The sell order under Regulation D, which of the following is TRUE regarding VC investment a! Subject them to `` accredited investors. 31 a shares outstanding regulated the! 1933, new issues are not exempt from registration Securities are available from corporate municipal. Formed for the registered representative to effect which of the following statements are TRUE be solely... Are no purchase limitations on Tier 1 and Tier 2 1934 Act does not apply to initial offerings general regarding. Names of columns in all SELECT statements must be given disclosure in an offering Circular carriers small. An insurance company is exempt from the provisions of the following statements are TRUE regarding Securities... 1 I they are sold to a relatively small number of institutional investors. is. Correct Answer A. statusd D. $ 1,000,000,000 of assets that it invests on dealer... Correct C. I and III Incorrect Answer D. the issuer is reporting to... Be sold solely to state ( s ) where it will be offered is not exempt from the of. The President of PDQ Corporation buys PDQ shares in the customer 's account is B. A.! The ground rules for these offerings firm can not Act as a prospectus, it is defined correspondence... Amount is: D. Auction Rate Securities are available from corporate and issuers!

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