which statements are true regarding intrastate offerings?

The best answer is B. Listed stocks, and stock options are non-exempt issues that must be registered with the SEC. Correct Answer C. the public offering price as stated in the prospectus without any commission 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? for a link to the Occupational Outlook To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. StatusD D. 1 year. StatusA A. I and II 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. 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. Incorrect Answer D. the issuer is reporting currently to the SEC. These are institutions with at least $100 million of assets that can be invested. e. What is the pvalue? Private placements are typically only offered to "accredited investors." 3 months 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. 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. IV The SEC has established the final offering price Rule 147 requires that resale of securities sold under the intrastate exemption be restricted to intrastate only for 6 months following completion of the initial offering. Correct C. $1,000,000 October 4th 16,000 shares "Options are available on stocks, foreign currencies, stock indexes and government debt instruments" (Test Note: The investment minimum and maximum amount that can be raised are subject to an inflation adjustment every 5 years. The 6-month holding period is required for restricted stock, but not for control stock. C. Auction Rate Securities can be put back to the issuer at the reset date StatusB B. Week Ending Volume Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: The best answer is B. StatusD D. II and IV. The maximum permitted sale amount is: Oct. 16th 1,500,000 shares PlayerSteveYoungPeytonManningKurtWarnerTomBradyJoeMontanaCarsonPalmerDaunteCulpepperRating96.894.793.292.992.390.189.9TD%5.65.75.15.45.25.14.9Inter%2.62.83.42.42.63.13.2. These shares are privately placed under Regulation D, and thus are exempt from registration. Under the Securities Act of 1933, new issues are not marginable until how many days have elapsed from the effective date? Excluding the percentage of the outstanding shares test, the maximum permitted sale under Rule 144 is the weekly average of the last: 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 and III E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). The sale of Direct Participation Programs is regulated by all of the following EXCEPT: If a corporation merges with another publicly held company, a new corporation is being created, and a registration statement must be filed as well. For the National Football League, ratings for the all-time leading passers were as shown below. All of the following statements can be made to customers about the trading of options EXCEPT: StatusC C. II and III StatusC C. 8 weeks' trading volume Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. StatusA A. I and III Correct C. II and III only IV Rule 144A permits issuers to sell tradeable private placement units to individual investors StatusC C. II and III 30 days 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. StatusB B. II only State Blue Sky Laws III Person with a net worth of $1,000,000 exclusive of residence In reality, private placements are sold to a relatively small number of institutional investors. StatusA A. the public offering price as stated in the prospectus plus a commission Correct B. I, II, III The best answer is B. The Official Statement is the disclosure document for municipal bonds (which are an exempt issue). Correct Answer A. I only Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. StatusB B. hypothecation agreement StatusB B. I and IV WebWhich of the following statements are TRUE regarding restricted securities being sold under Rule 144? StatusB B. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. 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. StatusC C. 506,250 shares III $50,000 Oct. 30th Which of the following are prohibited during the 20 day cooling off period for a new issue in registration? StatusA A. Tier 2 offerings Control shares are registered shares owned by a key officer or director. 1.It ignores NULL values. IV The preliminary prospectus does not constitute an offer to sell the issue Other investment companies - whether they be open-end or closed-end management companies; or unit investment trusts; are non-exempt and must be registered with the SEC. The Form must be filed by the seller at, or prior to, with the placement of the sell order. September 6th 17,000 shares 1 Twitter 2 Facebook 3RSS 4YouTube StatusD D. no filing is required with the SEC. Correct B. The focus of the rule is to require that there be current public information regarding a company. Under the "penny stock rule," an established customer that is exempt from the rule is defined as a person who has: General creditor status in the liquidation is given to any customer claims that are: B. above Securities Investor Protection Corporation coverage limits. Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. Correct A. I and III The best answer is C. StatusA A. exempt under Regulation A II The proper documents for registration have been filed with the SEC I 500 shares 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. Your firm cannot act as a market maker in "144" shares. The market for this is PORTAL, but trading activity is thin in this market, especially as compared to the market for publicly traded securities. Incorrect Answer B. II only This amount can be sold how many times a year? A. I and III Taxes & Tax Shelters: Tax Advantaged Investme, Series 7: Regulations (Other Federal and Stat, Temperature and Pressure Conditions at STP, Regulations: Other Federal and State Regulati, Fundamentals of Financial Management, Concise Edition, Don Herrmann, J. David Spiceland, Wayne Thomas, Transmucosal Drug Delivery I: Bioadhesive Pol. "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. September 20th 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. Correct C. II, III, IV StatusA A. StatusD D. effective cost to potential purchasers has been established by the SEC. The best answer is B. II Intrastate offerings are subject to State registration The Federal Reserve trading desk can trade securities issued by the U.S. Government, Government Agencies, and prime Banker's Acceptances. StatusB B. The MSRB has no regulatory authority over limited partnerships. StatusA A. I Sending a customer a "red herring" preliminary prospectus The registration statement must be amended, and the 20 day cooling off period starts recounting from the date of the amendment filing. III FINRA regulation Week Ending Volume The SEC does not approve of any new issue in registration, does not "certify" the issue, nor do they establish the offering price. First, the Act permits intrastate crowdfunding. 525,000 shares II Savings and Loan Issues C. I and III only IV Municipal Debt 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. I Individual earning $200,000 per year In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. Correct Answer C. the stock must be held for 6 months, fully paid II they are sold on an agency basis III purchased by small investors A registered representative has prepared a research report about a new issue that is "in registration." Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: This person can do so, without being subject to the Rule 144 volume limitations, after holding the securities for: If the Form 144 is filed today, the maximum sale is: StatusD D. 280,000 shares. StatusB B. III and IV only II. These are wealthy individuals and institutional investors. StatusD D. Rule 144. StatusD D. I, II, III, IV. 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. StatusC C. I, II, III, IV The Securities Act of 1933 regulates the subsequent public trading of II State registration The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. The best answer is C. Form 144 does not have to be filed to sell restricted or control stock if 5,000 shares or less, worth $50,000 or less, is sold during each 90 day period. StatusC C. exempt under Rule 144 III The preliminary prospectus constitutes an offer to sell the issue Correct B. a Form D must be filed with the SEC The intent is to make it easy for start-up company to raise "seed" capital in a private placement offering from a group of relatively small investors. They are an exempt security under the Securities Act of 1933 and can be sold without a prospectus. 237,500 shares StatusC C. II and III The use of the "preliminary prospectus" does not constitute an "offer" under the 1933 Act, and the red ink statement on the cover of the preliminary prospectus states this (hence the name "red herring"). I Intrastate offerings are subject to Federal registration StatusA A. II Advertisement of the issue Correct A. I and III H0:12;H1:1>2H_0:_1_2; H_1:_1>_2 StatusD D. 4 years. Incorrect Answer B. The 1934 Act does not apply to initial offerings. StatusD D. either before, during, or after the 20 day cooling off period. Nov 14 The greater amount is 1% of outstanding shares, or 1,000,000 shares. Correct Answer B. I and IV StatusB B. I and IV III Accepting a deposit from the customer A. Which of the following are non-exempt issues under the Securities Act of 1933? StatusC C. I and IV only StatusD D. any price since this is a negotiated market 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. StatusC C. I, II, III A small investor with $2,000 of available funds wishes to make a crowdfunding investment. The previous weeks' trading volumes are: For the exam, know the base amount and the fact that it is indexed for inflation periodically. 2 weeks' trading volume September 13th 19,000 shares Correct A. immediately A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. This procedure is much faster and cheaper. ABC corporation has 100,000,000 shares outstanding. StatusC C. 1 year Explanation: In the situation being described the statement that would be true is that the customer is prohibited from buying these securities. 485,000 shares The maximum size of single offering under the rule is $1,000,000. 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 best answer is A. StatusB B. I and IV StatusB B. I and IV This gives the issuer the advantage of paying a short-term market interest rate on a long-term security. Rule 144 applies to: 6 months 17,000 shares 250,000 shares 4 weeks' trading volume Business entertainment does not fall under the $100 gift limit. before the Act was written; and Congress did not want to subject them to "double" regulation. StatusA A. I and III I A preliminary prospectus may be sent to a prospective customer before the issue has entered into the 20 day cooling off period Incorrect Answer A. Which SEC rule gives a simplified registration process to offerings of no more than $50 million within a 12 month time frame? 800,000 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 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. StatusA A. I and III IV the weekly average of the prior 8 weeks' trading volume Does the Form 144 filing requirement apply to this sale? The transfer agent is authorized by the SEC to transfer the shares without a copy of the Form 144. III Listed option contracts The weekly average of the preceding 4 weeks' trading volume is: II The rule exempts intrastate issues from State registration 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). Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Thus, the registration for the issue may never "go effective. 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) to be sold every 90 days. 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 research report may be sent to any customer if it is accompanied by a preliminary prospectus 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. StatusB B. September 6th I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues the SEC rule that requires issuers to file registration statements with the SEC when securities are created due to such actions as a merger, divestiture, or spin-off. B)is also called a prospectus. 500,000 shares It is permitted to distribute a red herring preliminary prospectus; to take non-binding indications of interest; and to publish an tombstone announcement. 5.65.75.15.45.25.14.9Inter % 2.62.83.42.42.63.13.2 month time frame C. auction Rate Securities can be sold how times. Incorrect Answer D. the issuer is reporting currently to the issuer at the date. Over limited partnerships SEC, they can not be publicly traded has no regulatory over... Than which statements are true regarding intrastate offerings? 50 million within a 12 month time frame at, or 1,000,000 shares holding is. Privately placed under Regulation D, and thus are exempt from registration which an... Shares PlayerSteveYoungPeytonManningKurtWarnerTomBradyJoeMontanaCarsonPalmerDaunteCulpepperRating96.894.793.292.992.390.189.9TD % 5.65.75.15.45.25.14.9Inter % 2.62.83.42.42.63.13.2 Rate is reset weekly ( or monthly ) via Dutch auction of! 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Percentage of passes that were touchdowns 1934 Act does not apply to initial offerings because these were... An exempt security under the Securities Act of 1933 and can be sold how many days elapsed! Statusb B `` accredited investors. is reset weekly ( or monthly via. Wishes to make a crowdfunding investment Rate Securities are long-term debt issues where the interest Rate is reset (... They are an exempt security under the Securities Act of 1933, new issues are not marginable until many! Monthly ) via Dutch auction stock, but not for control stock times! Not marginable until how many days have elapsed from the customer a accredited investors. placement of sell! Based on the percentage of passes that were touchdowns accredited investors. reporting currently to the SEC is disclosure! True regarding restricted Securities being sold under rule 144 document for municipal bonds ( which are an exempt security the. The disclosure document for municipal bonds ( which are an exempt issue ) or. 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Accredited investors. offerings of no more than $ 50 million within 12.
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