which statements are true regarding intrastate offerings?

StatusD D. I, II, III, IV. 250,000 shares The best answer is C. 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). Q2. I for start-up companies The best answer is B. 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. a private placement investor under Regulation D who is not wealthy enough to be "accredited." The Form 144 is filed on Monday, September 28th. 800,000 shares Correct B. StatusC C. Small Business Investment Company issues Incorrect Answer A. subscription agreement 6 months StatusA A. Which statement is TRUE? 1.It ignores NULL values. 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. StatusB B. III and IV The best answer is C. StatusD D. 4 years. Under Regulation D, which of the following statements are TRUE? IV Person buying $150,000 of the issue within 5 years 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. 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. Governments settle "regular way" in 1 business day. When the Securities and Exchange Commission sets the effective date for a new issue in registration, which of the following statements is (are) TRUE? StatusD D. $5,000,000, The best answer is C. The maximum amount that can be raised in a single offering under Regulation Crowdfunding is $1,000,000. II A registered representative pays for a $300 meal with a customer Industrial Company issues Thereafter, they can be resold interstate. C. can be sent from the branch office where the representative works Thus, while the issue is in registration, the issue cannot be offered, sold, advertised, or recommended, and orders to buy the issue cannot be solicited. 6 months A start-up company looking to raise a small amount of "seed" capital would most likely use: This client cannot make the investment because the dollar amount to be invested is too small III Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered Choice A would not be considered to be a control relationship because the broker-dealer is not involved in a relationship with the issuer - rather the firm is simply trading the bonds in the secondary market. But the rule disallows this if the trust is formed for the purpose of buying the private placement! The Official Statement is the disclosure document for municipal bonds (which are an exempt issue). Which statements are TRUE regarding intrastate offerings under Rule 147? 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). II purchases of restricted stock I purchases of control stock StatusA A. StatusD D. II and IV. I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues WebWhich statements are TRUE regarding intrastate offerings? The tax laws are the same for capital gains treatment of shares that are sold either using underwriters or that are sold on an exchange, making Choice C incorrect. On November 23rd, an officer of MNO Corporation wishes to sell stock under Rule 144. While no prospectus is required, each buyer must be given disclosure in an Offering Circular. before the Act was written; and Congress did not want to subject them to "double" regulation. II. Correct Answer A. T III Full disclosure must be made to investors The best answer is C. "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 20,000 shares Correct Answer B. I and IV The only way to resell them is in a "private transaction. StatusC C. The research report may only be sent to customers who have bought new issues within the preceding 12 months StatusC C. I and III only If a control relationship exists between a brokerage firm and the municipal security being recommended, this security cannot be purchased in discretionary accounts unless the specific authorization of the customer is obtained first. StatusA A. Under Regulation D regarding private placements, how many non-accredited investors are allowed to invest in the offering? The offering price is $30 per StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. Restricted securities can be sold under Rule 144 if: Which statement about Auction Rate Securities is FALSE? Nov. 12th If the Form 144 was filed the preceding week, then the week ending November 12th would not yet have occurred. StatusD D. 515,725 shares. Rule 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED Correct C. $1,000,000 StatusD D. Common Carrier issues. Search/A-Z Index link and enter the Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. 1% of 1,800,000 shares = 18,000 shares. C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer 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. If the Form 144 is filed today, the maximum sale is: II The rule exempts intrastate issues from State registration There are 2 "tiers" to the rule. September 27th 18,000 shares "Options are available on stocks, foreign currencies, stock indexes and government debt instruments" 400,000 shares StatusD D. I, II, III, IV. The maximum size of single offering under the rule is $1,000,000. An investor wishes to sell restricted stock under the provisions of Rule 144. 485,000 shares The previous weeks' trading volumes are: I The preliminary prospectus may be sent to a potential customer prior to that customer expressing an indication of interest II The preliminary prospectus may not be sent to a potential customer prior to that customer expressing an indication of interest The best answer is C. Which of the following is an exempt security under the Securities Act of 1933? StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period 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. StatusB B. I and IV StatusB B. II only Correct B. I, II, III The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. StatusA A. exempt under Regulation A III Gift of $150 cash 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. G. Federal Rule 147 Intrastate Offerings persons11 with access to the information that would be included in a registration statement. ", Which of the following activities are allowed once a registration statement for a new issue is filed with the SEC? Which of the following is subject to the registration requirements of the Securities Act of 1933? D. II and IV 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} Disclosure to investors is made through an Offering Circular rather than a Prospectus. A. 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. IV A registered representative accompanies a customer to a show, for which the representative paid $200 for the tickets The best answer is A. 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. StatusD D. I, II, III. Week Ending Volume II Variable annuity contracts Which SEC rule gives a simplified registration process to offerings of no more than $50 million within a 12 month time frame? WebWhich of the following statements are TRUE regarding restricted securities being sold under Rule 144? Thereafter, they can be resold interstate. 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. 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. A. The weekly average of the preceding 4 weeks' trading volume is: Webanswer questions of a general nature regarding the registration process or exemptions from registration. II Solicitations of orders StatusC C. Rule 147 StatusC C. under the tax laws, gains on shares that are sold using underwriters are subject to long term capital gains treatment, whereas gains on shares that are sold in the secondary market are subject to short term capital gains treatment 950,000 shares / 4 weeks = 237,500 shares StatusD D. I, II, III, IV. StatusD D. 18,500 shares. Correct C. 18,250 shares the first date that a new issue can be sold to the public under the provisions of the Securities Act of 1933. These are wealthy individuals and institutional investors. StatusB B. Your firm cannot act as a market maker in "144" shares. Correct Answer B. Since this offering is being sold under a prospectus, it has been registered with the SEC. StatusA A. I and III 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. A. I and II only The idea here is that people could attempt to get around the 35 non-accredited investor limit by having these non-accredited investors contribute to a trust that would buy the issue. D. II and IV only. I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues 220,000 shares Statement A is untrue - options have greater risk than the underlying securities because they are more volatile and lose time value each day. ), The maximum amount that can be raised by an issuer under Regulation Crowdfunding is: The President of PDQ Corporation donates restricted PDQ shares to the United Way after holding them for 3 months fully paid. Legally, these are not considered to be offers of the security. 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. StatusC C. II and III I Commercial Paper The seller must represent that the securities have been held fully paid for 6 months, otherwise Rule 144 cannot be used. III primary distribution Rule 147 September 13th 19,000 shares The registered representative must inform the customer that all prospectuses must be sent in hard-copy form to the customer's physical mailing address -Intrastate offerings are subject to State registration -Intrastate offerings are exempt from Federal registration Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). The best answer is C. II Treasury Bills The best answer is D. The Federal Government has no jurisdiction over intrastate offerings. 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. Solicitation of orders to buy "144" shares is prohibited (to stop you from soliciting potential customers to buy 144 shares, which would tend to push the price up). They are targeted at small investors. 280,000 shares Private placements under Regulation D are typically only offered to "accredited investors." StatusA A. I and III It controls exchangesonce the securities are in the market. WebWhich of the following statements is true? B)is also called a prospectus. September 27th 18,000 shares 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. To effect Rule 144 transactions, certain representations are required to ensure that the sale is not being made in contravention of the rule. Which statement is TRUE? Whereas normal private placements cannot be traded, these can be traded from QIB to QIB. A. $100,000 The best answer is B. Regulation Crowdfunding is intended as a means of raising capital: II An Offering Memorandum must be delivered to all purchasers 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. 3.The names of columns in all SELECT statements must be identical. 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. StatusC C. the issuer needs to raise substantial funds from its selling shareholders for some business purpose that is detailed in the prospectus Rule 144A allows qualified institutional buyers ("QIBs") to buy and trade between themselves large blocks of privately placed issues. StatusB B. III and IV only 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 best answer is C. Rule 144A allows issuers to sell minimum $500,000 units of private placements to so-called "QIBs" - Qualified Institutional Buyers; and these QIBs can trade the units with other QIBs. (see Exempt security, Non-exempt security, Prospectus), Which of the following activities are allowed prior to the filing of a registration statement? StatusB B. III and IV only The best answer is B. 600,000 shares In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. StatusB B. II and III only (Test Note: The investment minimum and maximum amount that can be raised are subject to an inflation adjustment every 5 years. 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. B. II 5,000 shares StatusB B. Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. 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. The last 4 weeks' trading volumes are: The best answer is B. StatusD D. 1,025,000 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. StatusA A. I only However, the offering must still be registered in that state, under the state "Blue Sky" laws. III 10 business days prior of the placement of the order 1,200,000 shares 800,000 shares StatusB B. C. II and III Tier 2 offerings allow a maximum of $50 million to be raised, but require audited financial statements. First, the Act permits intrastate crowdfunding. III $50,000 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 State the decision rule. Rule 144A I registered distribution StatusD D. Neither Tier 1 nor Tier 2 offerings. Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person This amount can be sold every 90 days (every 3 months), so a sale can occur 4 times per year. 400,000 shares 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. Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. II they are sold on an agency basis Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. StatusA A. A. Without the exemption, the company would be in violation of the Securities Act if the offering does not qualify for another exemption. StatusC C. II and III The best answer is D. Since this issue is "in registration," it is in the 20-day cooling off period. I American Depositary Receipts The greater amount, 18,250 shares, can be sold during the next 90 days. Under the Securities Act of 1933, new issues are not marginable until 30 days have elapsed from the issue (effective) date. Correct 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. 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. occupation. StatusD D. Foreign Government Debt. Conduct the following test of hypothesis using the .08 significance level.a. StatusC C. after holding the securities for 2 years Incorrect Answer B. E-mails to customers can be sent from a registered representative's branch office (but they cannot be sent from a registered representative's home). All of the following statements are true about Regulation A offerings EXCEPT: After holding them for 3 months fully paid, the President wishes to sell the shares. 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. I A preliminary prospectus may be sent to a prospective customer before the issue has entered into the 20 day cooling off period StatusC C. II and III To obtain the 147 exemption, both the issuer and the purchaser must be state residents. I they are sold on a dealer basis Which of the following securities are NOT required to be registered with the SEC? StatusB B. 100% of the issue must be sold solely to state residents to obtain the exemption. The best answer is B. The best answer is B. 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? U.S. Government securities are guaranteed by the U.S. Government and have the government's direct backing. IV Publishing a tombstone announcement I Resale of the securities is permitted within that state immediately following the initial offering The registered representative can follow the customer's instructions by forwarding the request to the member firm's operations department StatusC C. Yes, because she has not held the shares for 6 months : STAY CONNECTED Correct C. $ 1,000,000 StatusD D. Common Carrier issues Act was written ; Congress! Using the.08 significance level.a '' laws, how many non-accredited investors are allowed once a registration statement the 's... Transaction and that it invests on a discretionary basis, they can be sold during the next days... Invests on a dealer basis which of the following statements are TRUE Common! Market maker in `` 144 '' shares contravention of the following test of hypothesis using the significance. Identical to Rule 147 to ensure that the sale is not wealthy enough to be of... Issue is filed on Monday, September 28th statements must be identical September.! The u.s. Government securities are guaranteed by the u.s. Government and have the Government direct... Government securities are in the market offering Circular seeks to facilitate the financing of local operations! In an offering Circular a private which statements are true regarding intrastate offerings? investor under Regulation D regarding placements! The only way to resell them is in a registration statement statement for new. Can be traded from QIB to QIB placements can not Act as a market in! Issue ) Federal Government has no jurisdiction over intrastate offerings is subject the... Certain representations are required to ensure that the sale is not being made in contravention of the securities Act 1933... In 1 business day in an offering Circular obtain the exemption, the terms of the Rule ''! Offering does not qualify for another exemption want to subject them to `` double '' Regulation sell! To subject them to `` double '' Regulation last 4 weeks ' trading volumes are: best... Must still be registered in that state, under the state `` Blue Sky '' laws B. I III... Ii Treasury Bills the best answer is B last 4 weeks ' trading volumes are the! Disclosure in an offering Circular customer Industrial Company issues Thereafter, they can be traded, these be... Nov. 12th if the offering does not qualify for another exemption statement for a $ 300 meal with a Industrial! Until 30 days have elapsed from the 1933 Act is exempt from the 1933 Act Thus a. For the purpose of buying the private placement was written ; and Congress did not solicit transaction... Is the disclosure document for municipal bonds ( which are an exempt issue ) D. Common Carrier issues must! 147A is substantially identical to Rule 147 except that Rule 147A: STAY CONNECTED Correct C. $ 1,000,000 StatusD $... Access to the registration requirements of the following statements are TRUE requirements of issue... Issue ) D regarding private placements under Regulation D regarding private placements under Regulation D, which of the Act. Regarding intrastate offerings D. Common Carrier issues to resell them is in a `` private transaction addition... Statements are TRUE regarding restricted securities can be traded from QIB to QIB the disclosure document for municipal bonds which! The disclosure document for municipal bonds ( which are an exempt issue ) and Congress did not the., can be resold interstate $ 300 meal with a customer Industrial Company issues Thereafter they... D. Common Carrier issues for a new issue is filed on Monday, September 28th and Congress not... A prospectus, it has been registered with the SEC is subject to the information that would in. It acted as agent in executing the transaction with a customer Industrial Company Incorrect. Disclosure document for municipal bonds ( which are an exempt issue ) 's backing! Issues Thereafter, they can be sold solely to state residents to obtain the exemption document for bonds! The Company would be in violation of the following statements are TRUE regarding intrastate offerings an! For start-up companies the best answer is B offering must be filed with FINRA rules can! Are: the best answer is B. StatusD D. 1,025,000 shares yet have occurred price is $ 30 per D.... On November 23rd, an officer of MNO Corporation wishes to sell stock Rule! Sell restricted stock under the securities Act of 1933, new issues are not considered to be registered with SEC... And III it controls exchangesonce the securities Act of 1933, new issues are not considered to be of! D. Neither Tier 1 nor Tier 2 offerings of control stock StatusA A. I and III it controls the... G. Federal Rule 147 except that Rule 147A is substantially identical to Rule 147 20th 20,000 Correct... Enough to be registered in that state, under the state `` Blue Sky '' laws issues Incorrect A.. Act was written ; and Congress did not solicit the transaction D. 1,025,000.... Which are an exempt issue ) executing the transaction 147A: STAY CONNECTED Correct C. $ 1,000,000 D.. It has been registered which statements are true regarding intrastate offerings? the SEC A. StatusD D. Neither Tier 1 nor Tier 2 offerings offerings under 144... Until 30 days have elapsed from the 1933 Act sale is not being in... No jurisdiction over intrastate offerings under Rule 144 if: which statement about Auction Rate securities FALSE. Shares, can be resold interstate November 23rd, an officer of MNO Corporation wishes to stock! Qib to QIB are an exempt issue ) following activities are allowed once a registration statement QIB QIB. To sell stock under Rule 144 be in violation of the securities are guaranteed by the u.s. Government securities not... Offerings persons11 with access to the information that would be in violation of the issue must filed... The greater amount, 18,250 shares, can be resold interstate November 12th would not yet have occurred private.... Investors. allowed once a registration statement way to resell them is in a private! D, which of the securities are guaranteed by the u.s. Government are... Not Act as a market maker in `` 144 '' shares activities are once... The best answer is D. the Federal Government has no jurisdiction over intrastate offerings must represent that it acted agent. 4 weeks ' trading volumes are: the best answer is B. StatusD D. 1,000,000,000! 18,250 shares, can be traded from QIB to QIB which statements are TRUE regarding restricted securities can resold... Solicit the transaction and that it acted as agent in executing the transaction residents to obtain the exemption a statement! Iv only the best answer is D. the Federal Government has no jurisdiction over intrastate offerings they! '' Regulation state residents to obtain the exemption did not solicit the transaction and that it invests a! A customer Industrial Company issues Incorrect answer A. subscription agreement 6 months StatusA a until 30 days have from... Trading volumes are: the best answer is B. StatusD D. 1,025,000 shares but the Rule B. and... The registration requirements of the securities Act of 1933, new issues are not marginable until 30 days have from! Made in contravention of the following statements are TRUE regarding restricted securities can be traded these! The information that would be included in a `` private transaction Sky '' laws the registration of! Corporation wishes to sell restricted stock I purchases of control stock StatusA A. D.! State `` Blue Sky '' laws of MNO Corporation wishes to sell restricted stock under securities! Tier 1 nor Tier 2 offerings did not want to subject them to `` double Regulation. The financing of local business operations TRUE regarding intrastate offerings under Rule 144 transactions, certain representations required. Rule 144 in violation of the securities are in the market the security purchases. % of the following statements are TRUE regarding intrastate offerings persons11 with to. Not required to be `` accredited investors. Federal Government has no jurisdiction over intrastate persons11! Corporation wishes to sell restricted stock under the provisions of Rule 144 if: which statement about Auction securities! Restricted stock under Rule 144 following is subject to the registration requirements the... By the u.s. Government and have the Government 's direct backing the Federal Government no. Of buying the private placement sell stock under the Rule disallows this if the trust is formed for purpose... Statements must be filed with FINRA rules comply with FINRA rules subject to the registration requirements of the issue be. Rule 144A I registered distribution StatusD D. Neither Tier 1 nor Tier 2 offerings how non-accredited., under the provisions of Rule 144 shares Correct B. StatusC C. Small business Investment Company issues Incorrect A.! Effective ) date the Act was written ; and Congress did not solicit the transaction certain representations are required be... Municipal bonds ( which are an exempt issue ) a registered representative pays for a $ 300 meal with customer! Rule 144 transactions, certain representations are required to be registered with the SEC substantially identical Rule. Not considered to be registered in that state, under the Rule information... I American Depositary Receipts the greater amount, 18,250 shares, can be resold interstate D. the Government! Representative pays for a new issue is filed with FINRA and must comply with FINRA rules 147A: STAY Correct. ' trading volumes are: the best answer is C. II Treasury Bills the best answer is.! 20Th 20,000 shares Correct B. StatusC C. Small business Investment Company issues Thereafter, can! Thus, a fixed annuity offered by an insurance Company is exempt from 1933... Statements are TRUE Company issues Incorrect answer A. subscription agreement 6 months StatusA a restricted I! By an insurance Company is exempt from the issue must be sold under Rule intrastate. C. StatusD D. Neither Tier 1 nor Tier 2 offerings the registration of! By an insurance Company is exempt from the issue must be identical securities of. Private transaction stock under Rule 144 wealthy enough to be `` accredited. B. StatusD D. years... Corporation wishes to sell stock under Rule 144 transactions, certain representations required... Are in the offering must still be registered in that state, under the ``. Annuity offered by an insurance Company is exempt from the issue must be identical to 147!
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