For the National Football League, ratings for the all-time leading passers were as shown below. I SEC registration The maximum permitted sale amount is: This limit is applied to either giving, or receiving, the gift. 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. \end{array} D. Securities Act of 1933. III The 20-day cooling off period starts again once the amendment is filed occupation. 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 issue can be sold to an unlimited number of "accredited" (wealthy and institutional) investors under this exemption and still be considered a private placement. II for established companies United Way can sell the stock without restriction: B. after holding the securities for 3 months. I Individual earning $200,000 per year StatusB B. 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). Choice "c" is incorrect. StatusC C. Both Tier 1 and Tier 2 offerings 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. 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. A. I and II only Correct D. 4. the first date that a new issue can be sold to the public under the provisions of the Securities Act of 1933. Which of the following statements are TRUE regarding Rule 415? ", For an institutional investor to qualify as a "QIB" under Rule 144A, the institution must have at least: 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). 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. Correct Answer A. Incorrect Answer B. However, the offering must still be registered in that state, under the state "Blue Sky" laws. On November 23rd, an officer of MNO Corporation wishes to sell stock under Rule 144. II The proper documents for registration have been filed with the SEC I Federal registration 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. Intrastate offerings are subject to: trading occurs in the secondary marketD. Rule 144 does not apply to stock purchases - it only applies to stock sales. A start-up company looking to raise a small amount of "seed" capital would most likely use: 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. Sell naked calls A new issue offering to a maximum of 35 non-accredited investors that has not been registered with the SEC is: StatusB B. I and IV Week Ending Volume II Resale of the securities is permitted outside that state immediately following the initial offering Intrastate offerings are exempt from the Securities Act. IV A registered representative accompanies a customer to a show, for which the representative paid $200 for the tickets StatusA A. I and III Which statement is TRUE? 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. StatusD D. 24 months, The best answer is B. 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. III primary distribution I The preliminary prospectus may be sent to a potential customer prior to that customer expressing an indication of interest StatusC C. II and III ", Under Rule 147, intrastate offerings cannot be resold out of state for how long after the initial sale date? 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 SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. 490,000 shares For the exam, know the base amount and the fact that it is indexed for inflation periodically. An investor owns 20% of the outstanding shares of ABC Corporation, a publicly traded company. Rule 144 permits the sale of the greater of 1% of the shares outstanding or the weekly average of the preceding 4 weeks' trading volume. IV Publishing a tombstone announcement This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. IV Intrastate offerings are exempt from State registration III purchased by small investors StatusC C. II, III, IV StatusB B. Statements B, C, and D are facts and are true. 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. WebWhich of the following statements is true? Incorrect Answer B. B. III and IV only 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. In the United States, an intrastate offering is a securities offering that can only be purchased in the state in which it is being issued. The previous weeks' trading volumes are: Regulation A 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. Correct A. I and III Industrial Company issues A spouse is considered an affiliated person. B. An Offering Memorandum is the disclosure document for a private placement - which is a security sold in an exempt transaction. Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? September 27th 200,000 shares The best answer is B. StatusA A. StatusD D. Regulation D. The best answer is C. Statement A is untrue - options have greater risk than the underlying securities because they are more volatile and lose time value each day. Correct Answer A. I or III, whichever is greater (see Accredited investor), To claim a private placement exemption: Correct C. sales are limited to purchasers who are "resident" in the state where the issuer resides Thus, the registration for the issue may never "go effective. As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." StatusD D. not exempt and must be registered. B. can recommend a new issue Correct B. exempt under Regulation D The best answer is C. Rule 144 requires that restricted securities be sold on an agency basis only. IV at, or prior to, the placement of the order StatusC C. I and III only A. Private placements are typically only offered to "accredited investors." StatusB B. The registered representative can follow the customer's instructions by forwarding the request to the member firm's operations department The best answer is A. This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. Under the 1933 Act, U.S. Government securities are exempt and are not required to be registered with the SEC, nor are they required to be sold with a prospectus. B. III and IV only I Intrastate offerings are subject to Federal registration III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers The MSRB has no regulatory authority over limited partnerships. StatusD D. II and IV. StatusB B. they are sold on an agency basis StatusC C. II and III Correct A. 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". A sample of 50 observations is selected from a second population with a population standard deviation of 0.66. Private placements are exempt transactions under the Securities Act of 1933. 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 StatusB B. II only IV Soliciting orders to buy the issue III Recommending the purchase of the issue Tier 1 offerings StatusB B. I and IV The offering price is $30 per Which statement describes trading of Rule 144A issues? III Any purchaser will pay the Public Offering Price StatusD D. I, II, III. FINRA regulates the sale of limited partnerships. StatusB B. II and IV III Both the issuer and all purchasers must be state residents I American Depositary Receipts StatusC C. I, II, and IV I Disclosure in the registration documents is not complete StatusC C. after the 20 day cooling off period An investor wishes to sell restricted stock under the provisions of Rule 144. D. Auction Rate Securities are available from corporate and municipal issuers. a notice from the Securities and Exchange Commission to an issuer who has filed a registration statement under the Securities Act of 1933, that the disclosure is not adequate. 225,750 shares A registered representative has prepared a research report about a new issue that is "in registration." StatusD D. 12 weeks' trading volume. C. I and III only CFR Title 47. III FINRA regulation Correct B. III and IV only If the Form 144 was filed the preceding week, then the week ending November 12th would not yet have occurred. StatusB B. after holding the securities for 90 days The best answer is B. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. If the Form 144 had been filed the preceding week, the maximum permitted sale is: The best answer is C. StatusD D. I, II, III, IV, The best answer is B. Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Which statements are TRUE? I The SEC has certified that the offering documents give full and fair disclosure An "accredited investor questionnaire" is required when which type of offering is made to investors? Week Ending Volume 237,500 shares "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. The best answer is A. Intrastate offerings are exempt from SEC registration, but are still subject to registration within the state where the offer is being made. Correct Answer B. I and IV I Fixed annuity contracts These are institutions with at least $100 million of assets that can be invested. III The issuer must still go through a 20 day cooling off period during which the SEC may require more information to be submitted D. I, II, III, IV. A. I and III Correct B. I and IV stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. StatusA A. The shares can be sold: The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 years fully paid. II Stock split The interest rate on an Auction Rate Security is reset weekly or monthly The best answer is B. 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 issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. Nov 14 Which of the following are prohibited during the 20 day cooling off period for a new issue in registration? StatusA A. with a list of things you could do StatusD D. 18,500 shares. StatusD D. 90 days. StatusD D. effective cost to potential purchasers has been established by the SEC. IV Any purchaser will pay the Public Offering Price plus a commission or mark-up Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. In April 2017, it was adjusted to $1,070,000. Correct B. during the 20 day cooling off period The focus of the rule is to require that there be current public information regarding a company. Correct Answer C. 250,000 shares StatusD D. The registered representative must forward the e-mail to the branch manager for handling. IV Spin off of a subsidiary as a publicly held company The best answer is C. If the SEC sets the "effective date" for an issue in registration, this means that all proper documents have been filed with the SEC. Correct Answer C. 1,000,000 shares Correct B. I, III, IV 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. 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 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 Tier 1 gives an "E-Z" registration process to offerings of no more than $20 million in a 12 month period. III Sending a preliminary prospectus 400,000 shares Also shown for each quarterback is the percentage of passes that were interceptions, along with the percentage of passes that were touchdowns. "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. 600,000 shares 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. StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. These are wealthy individuals and institutional investors. III The preliminary prospectus constitutes an offer to sell the issue The best answer is D. Government bonds, municipal bonds, and Small Business Investment Company issues are all exempt securities under the 1933 Act. \text { Player } & \text { Rating } & \text { TD } \% & \text { Inter } \% \\ III Merger with another publicly held company 400,000 shares IV Resale of the securities is not permitted outside that state for 6 months following the initial offering 2 The Form 144 is filed on Monday, October 5th. 1% of 1,800,000 shares = 18,000 shares. Correct C. II, III, IV September 20th 20,000 shares C. can be sent from the branch office where the representative works III 10 business days prior of the placement of the order To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. II The rule exempts intrastate issues from State registration StatusC C. 9 months All of the following statements are true about the Securities Act of 1933 the StatusC C. II and III II State registration The best answer is B. these securities are issued by banks A The best answer is B. The best answer is B. StatusB B. SEC has certified that the offering documents give full and fair disclosure These are private placement securities that are exempt from registration with the SEC. Treasurer of the township, whose bonds the firm is offering on an agency basis, is on the Board of Directors of the municipal firm StatusD D. no filing is required with the SEC. \text { Carson Palmer } & 90.1 & 5.1 & 3.1 \\ Which of the following are exempt securities under Securities Act of 1933? Which of the following are non-exempt issues under the Securities Act of 1933? I Real Estate Investment Trusts StatusD D. I, II, III, IV. No registration is required. StatusC C. I, II, III If the officer wishes to sell the shares, the officer must meet all of the following requirements EXCEPT: 1 Twitter 2 Facebook 3RSS 4YouTube Webthe registration of non-exempt new issue offerings in each State where the security will be sold. StatusC C. after holding the securities for 2 years StatusB B. I and IV 500,000 shares IV secondary distribution Which of the following is defined as an "accredited investor" under Regulation D? 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. (b) Describe its shape (skewed left, symmetric, skewed right). IV secondary distribution A. I and II only September 6th 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. However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. 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 best answer is B. 400,000 shares Thus, the 1933 Act is concerned with the primary (new issue) market. The best answer is D. During the 20-day cooling off period for a new issue in registration, the worry of the SEC is that the underwriters will "hype" the issue to increase investor interest and hence increase the final Public Offering Price. IV with a less-rigorous registration process with the SEC StatusB B. 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). The primary distribution of 300,000 shares consists of the newly issued shares where the proceeds will go to the issuer. StatusA A. 485,000 shares Correct A. I and III The best answer is B. Correct Answer A. ADRs are the way that most foreign corporate issues trade in the United States. StatusD D. I, II, III, IV. The best answer is A. IV the issuer is reporting currently to the SEC 1.It ignores NULL values. An indication of interest is taken during the 20 day cooling off period before a new issue's registration becomes effective. Rule 147 requires that resale of securities sold under the intrastate exemption be restricted to intrastate only for 6 months following first sale. Correct Answer C. accredited investor questionnaire However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period 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. StatusB B. However, the offerer must set up a password-protected website and can only allow access to accredited investors. D. II and IV only. 220,000 shares The only requirement is that discretionary trades executed be consistent with the customer's investment objective; must not be too frequent; and must not be excessively large in size. Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: A seller who has filed Form 144 can sell 1% of the outstanding shares or the weekly average of the last 4 weeks' trading volume whichever is greater. Which statement is TRUE? Correct D. None of the above. 35 Q Intrastate Offerings Defined An intrastate offering can only be purchased in the state it is issued. Correct B. I, II, III acronym for a "Qualified Institutional Buyer" as defined under Rule 144A. Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. The last 4 weeks' trading volumes are: StatusC C. I, II, III 3.The names of columns in all SELECT statements must be identical. An investor that has been unaffiliated with the issuer for at least 3 months is permitted to sell restricted shares under Rule 144 without being subject to the volume restrictions, after having held the shares for: Regulation D allows a "private placement" exemption if an issue is sold to a maximum of 35 "non-accredited" investors. 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. WebAll of the following statements regarding short term negotiable certificates of deposit are correct EXCEPT: A. the minimum denomination is $100,000B. C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading The best answer is B. The Securities Exchange Act of 1934 consists of a variety of rules covering the trading (secondary) market. The Securities Act of 1933 Incorrect Answer C. 12 months 1,960,000 shares / 4 weeks = 490,000 share average Incorrect Answer D. I, II, III, IV. II State registration Correct A. 200,000 shares If any of the securities are offered or sold to even one out-of-state person, the exemption may be lost. 1% of 100,000,000 shares = 1,000,000 shares. Rule 144 In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. If an officer or selling shareholder wishes to sell a large amount of shares (in excess of Rule 144 limits) of that company, it must register the sale with the SEC, use an underwriter to manage the sale of the shares, and sell with a prospectus. Click on the OOH Oct. 16th 1,500,000 shares 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 weekly average of the preceding 4 weeks' trading volume is: C. MSRB Rules Oct 31 There is no requirement that another 6-month holding period be met. 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. (Test Note: The investment minimum is subject to an inflation adjustment every 5 years. The client cannot make the investment unless he or she is an accredited investor A. The best answer is A. The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. Correct Answer B. The best answer is D. Prior to the filing of a registration statement for a new issue, nothing can be done. II The preliminary prospectus may not be sent to a potential customer prior to that customer expressing an indication of interest The seller must represent that the securities have been held fully paid for 6 months, otherwise Rule 144 cannot be used. FINRA limits gifts related to one's activities in the securities industry to a maximum of $100 value per person per year. Correct D. II and IV. Conclude your report 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. I 1% of the outstanding shares It gives an "E-Z" registration method for offerings of up to $50 million within a 12 month period. In April 2017, the maximum investment amount was increased to $107,000 and the maximum amount that can be raised was adjusted to $1,070,000. E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). Which statement is true regarding the INTERSECT operator? StatusA A. I and II only Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: B. A: Intrastate offerings are subject to federal registration only B: Intrastate offerings are exempt from state Since this is the first issue of these securities, this is a primary distribution. Webanswer questions of a general nature regarding the registration process or exemptions from registration. StatusC C. I and IV only Tier 1 offerings, up to a maximum amount of $20 million, are given the easiest registration method and do not require audited financial statements. 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. Correct Answer A. The previous weeks' trading volumes are: Nov. 12th The Division cannot, however, provide legal counsel. 800,000 shares StatusB B. III and IV only A. 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. Access to accredited investors. research report about a new issue in registration, correspondence is subject ``... Or monthly the best answer is B the all-time leading passers were as shown below of Corporation. The proceeds will go to the filing of a general nature regarding the registration process or exemptions from registration ''... Period starts again once the amendment is filed occupation } & 90.1 & 5.1 & \\! 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