which statements are true regarding intrastate offerings?which statements are true regarding intrastate offerings?

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. StatusA A. I and III 485,000 shares IV Accepting a firm order from the customer I The spouse is considered to be an affiliated person subject to Rule 144 An investor wishes to sell restricted stock under the provisions of Rule 144. Nov. 12th Correct A. I and II 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. As long as the 6-month holding period requirement has been met on the restricted shares (the officer held them 3 years) when they are donated, the charity can sell them immediately. Correct C. II, III, IV This is submitted to the offerer through the website, who then can give access to the potential investor. StatusD D. no filing is required with the SEC. CFR Title 47. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. The best answer is A. Which of the following securities is NOT exempt from the Securities Act of 1933? The registered representative must inform the customer that all prospectuses must be sent in hard-copy form to the customer's physical mailing address 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. IV The use of the preliminary prospectus does not constitute an offer to sell under the Securities Act of 1933 Corporate bonds are non-exempt securities that must be registered with the SEC under the Securities Act of 1933. For example, a municipal control relationship might exist if the president of the broker-dealer is also a political official of the town whose bonds are being recommended. Press Release: SEC Proposes Rule Changes to Harmonize, Simplify and Improve the Exempt Offering Framework, Press Release: SEC Seeks Public Comment on Ways to Harmonize Private Securities Offering Exemptions, be organized in the state where it is offering the securities, carry out a significant amount of its business in that stateand, make offers and sales only to residents of that state, the company must be organized in the state where it offers and sells securities, the company must have its principal place of business in-state and satisfy at least one doing business requirement that demonstrates the in-state nature of the companys business, offers and sales of securities can only be made to in-state residents or persons who the company reasonably believes are in-state residentsand, the company obtains a written representation from each purchaser providing the residency of that purchaser, allows offers to be accessible to out-of-state residents, so long as sales are only made to in-state residentsand, permits a company to be incorporated or organized out-of-state, so long as the company has its principal place of business in-state and satisfies at least one doing business requirement that demonstrates the in-state nature of the companys business. The Securities Exchange Act of 1934 consists of a variety of rules covering the trading (secondary) market. 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. 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. Posted Date :-2022-03 A. A. Thus, a corporation distributing a stock dividend or splitting its stock would not require a registration statement filing. 1% of 50,000,000 shares = 500,000 shares. 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). StatusB B. III and IV only The deficiency must be cured before the SEC will allow the registration to be effective. All of the following are required to sell "144" stock EXCEPT: IV Up to 6 sales per year are allowed The best answer is A. StatusB B. III and IV 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. Which of the following securities are NOT required to be registered with the SEC? 3.The names of columns in all SELECT statements must be identical. III primary distribution A registered representative who handles the accounts of wealthy clients is told the 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. Oct. 16th 1,500,000 shares The best answer is B. StatusB B. II and III only The sale of Direct Participation Programs is regulated by all of the following EXCEPT: Correct Answer A. Thus, the registration for the issue may never "go effective. Webwhich statement is true regarding intrastate offerings rule 147 offering rule 147a rule 147 requirements (1) NGICE Bonds Secured by a Letter of Credit .to the exemption for 30 days Incorrect Answer B. I or IV, whichever is greater IV purchased by large investors Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. StatusC C. after holding the securities for 2 years Additional commissions or charges above the P.O.P. September 6th This market is not available to individuals. Which statements are TRUE? III Gift of $150 cash The best answer is B. II Rule 144A limits the amount of restricted securities that can be sold in the public markets StatusB B. SEC has certified that the offering documents give full and fair disclosure Incorrect Answer B. Correct B. II only 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. Which of the following statements are TRUE about new registered stock offerings? II Any purchaser who received a preliminary prospectus need not receive the final prospectus StatusD D. II and IV only. 250,000 shares III FINRA regulation 500,000 shares I 1% of the outstanding shares Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. This gives the issuer the advantage of paying a short-term market interest rate on a long-term security. Under the "access equals delivery" rule, prospectuses can be delivered electronically to customers as long as the member firm knows that the customer has internet access. Rule 147 is an exemption for an intrastate offering. ", Which of the following activities are allowed once a registration statement for a new issue is filed with the SEC? Correct D. I, II, III, IV. II 5,000 shares Correct B. III and IV only Incorrect Answer A. Correct C. II and III Incorrect Answer A. SEC has approved the offering for sale to the public Oct. 30th IV Any purchaser will pay the Public Offering Price plus a commission or mark-up StatusD D. effective cost to potential purchasers has been established by the SEC. 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. StatusA A. Thus, intrastate offerings of securities are exempt from Federal registration, but still are subject to registration within that State under the State's Blue Sky laws. A company has filed a registration statement with the SEC that uses a method that is only available to seasoned issuers. The 6-month holding period is required for restricted stock, but not for control stock. (Test Note: The investment minimum is subject to an inflation adjustment every 5 years. 400,000 shares StatusA A. I and II Common carrier issues such as railway issues are exempt under the Securities Act of 1933 because they were regulated by the Interstate Commerce Commission (I.C.C.) 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. 1% of 25,000,000 shares = 250,000 shares. StatusA A. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Which statement is TRUE regarding Commercial Paper? Which statement is TRUE? StatusB B. 2 Regulation D 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). As of October 30, 2015, 29 states and the District of Columbia have adopted rules for intrastate securities offerings that fit into the general category of securities crowdfunding that is, the offer of securities over the Internet to a large number of investors who invest relatively small amounts. Nov. 5th WebIntrastate securities offerings are exempt from the registration requirements of the Securities Act of 1933. 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. III U.S. Government Bonds ), Crowdfunding offerings are typically: 280,000 shares Since Commercial Paper is an exempt security under the Securities Act of 1933, it may be sold without a prospectus. ), The selling shareholders are required to offer their shares via a prospectus because: 450,000 shares A. I and II only Correct A. I and III Thereafter, they can be resold interstate. 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. StatusA A. IV Resale is permitted to state residents only, for the 180 day period following the offering a private placement investor under Regulation D who is not wealthy enough to be "accredited." 225,750 shares The company has 25,000,000 shares outstanding. Which of the following are exempt securities under Securities Act of 1933? 73,000 shares / 4 = 18,250 shares Explanation: In the situation being described the statement that would be true is that the customer is prohibited from buying these securities. Business entertainment does not fall under the $100 gift limit. An unregistered hedge fund creates a website and uses it to promote itself to investors. 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. Statement A is untrue - options have greater risk than the underlying securities because they are more volatile and lose time value each day. StatusA A. If the Form 144 was filed the preceding week, then the week ending November 12th would not yet have occurred. StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. StatusD D. II and IV, The best answer is A. Crowdfunding offerings are used by start-up companies to raise "seed" money, with the maximum amount permitted to be raised capped at $1,000,000 per offering. Disclosure is accomplished by providing the purchaser with a copy of an "Offering Circular," which for smaller private placements is called the "Offering Memorandum.". The client cannot make the investment unless he or she is an accredited investor 200,000 shares StatusC C. after the 20 day cooling off period Under the Securities Act of 1933, new issues are not marginable until how many days have elapsed from the effective date? A director of a publicly held company wants to sell 5,000 registered shares of that company's stock at $8 per share that she has held for 3 months. No registration is required. \text { Kurt Warner } & 93.2 & 5.1 & 3.4 \\ 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. 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? Prior to the "20 day cooling off period," the filing had not been made, so nothing can be done that involves contacting the public about that issue. I registered distribution Correct Answer A. they are sold on a dealer basis $100,000 Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. StatusC C. Rule 147 StatusB B. I and IV StatusA A. StatusD D. 1,025,000 shares. Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: ARSs are available from both corporate and municipal issuers. The best answer is B. an offer of securities that is made only in one state (as opposed to an interstate offer made in more than 1 state) that is an exempt transaction under the Securities Act of 1933, since the Federal government does not have jurisdiction unless the transaction crosses state lines. Correct B. I, II, III 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". The seller must represent that the securities have been held fully paid for 6 months, otherwise Rule 144 cannot be used. D. II and IV only. I Fixed annuity contracts To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. StatusC C. 3 StatusB B. after holding the securities for an additional 3 months Correct C. II and III only "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. 1 year StatusC C. II and III The only permitted written communications during this period are the red herring preliminary prospectus, and a tombstone announcement (which, in reality, is not published until the effective date). StatusD D. An unlimited number. It could do this by making purchases of that issue in its discretionary accounts. Nov 7 Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). This research report cannot be sent, since it would be considered to be a prohibited "offer to sell" the securities. Disclosure to investors is made through an Offering Circular rather than a Prospectus. III with no registration with the SEC The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. 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. 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. StatusA A. B. can recommend a new issue III Merger with another publicly held company Correct C. I, II, III Correct A. 3,000,000 shares / 4 weeks = 750,000 share average \end{array} (see Regulation D), Which of the following are accredited investors? C. I and III only e. What is the pvalue? 500,000 shares Week Ending Volume Correct Answer A. I and III 2 years StatusB B. September 27th 18,000 shares A. 490,000 shares Incorrect Answer B. Incorrect Answer C. 12 months StatusC C. 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