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. 250,000 shares If the SEC sets the "effective date" for an issue in registration, this means that all proper documents have been filed with the SEC. Which statement is TRUE about this? Since one state is involved, the issuing company does not have to However, unlike a variable rate demand note (VRDO), they have no embedded put option - meaning that the issuer is not obligated to buy them back at the reset date. IV U.S. Government Bond Funds 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 Correct D. II and IV. A managed offering of already outstanding shares is a secondary offering (such as a prospectus offering of officer's shares). 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. Correct A. immediately Regulation D permits a private placement to be sold to a maximum of 35 non-accredited investors and an unlimited number of accredited (wealthy and institutional) investors. Retail communications must be approved in advance by a principal. (Test Note: The investment minimum and maximum amount that can be raised are subject to an inflation adjustment every 5 years. StatusB B. Oct. 16th 1,500,000 shares II Advertisement of the issue StatusA A. I only However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. StatusA A. StatusA A. III solicitation of orders to buy is restricted to customers expressing interest within the past 10 days Which of the following securities are NOT required to be registered with the SEC? StatusD D. II and IV. FINRA limits gifts related to one's activities in the securities industry to a maximum of $100 value per person per year. Incorrect Answer B. by using an underwriter, the selling shareholders can offer their shares to the public at a premium to the current market price of the stock and maximize their potential profit on the sale The issuer must file a Form D with the SEC within 15 days of the offering to claim the exemption. Correct A. While no prospectus is required, each buyer must be given disclosure in an Offering Circular. StatusA A. C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading 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. 1% of 50,000,000 shares = 500,000 shares. Intrastate Offerings Defined An intrastate offering can only be purchased in the state it is issued. D. can recommend stocks. Correct B. B. Correct Answer C. 1,000,000 shares The SEC does not approve of any new issue in registration, does not "certify" the issue, nor do they establish the offering price. A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. StatusC C. 60 days 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. Incorrect Answer B. the public offering price as stated in the prospectus plus a mark-up 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. Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). Thus, the 1933 Act is concerned with the primary (new issue) market. 1.It ignores NULL values. 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. Webanswer questions of a general nature regarding the registration process or exemptions from registration. StatusC C. Regulation A II Stock split The secondary distribution consists of the 200,000 shares being sold by officers (who are "tacking on" their shares to the primary distribution to avoid having to resell the shares under Rule 144 restrictions). $500,000 Correct Answer A. I and III StatusA A. I and II only Legally, these are not considered to be offers of the security. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. $100,000 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. The primary distribution of 300,000 shares consists of the newly issued shares where the proceeds will go to the issuer. II Savings and Loan Issues D. I, II, III, IV. I The spouse is considered to be an affiliated person subject to Rule 144 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. The deficiency must be cured before the SEC will allow the registration to be effective. StatusA A. I and III StatusA 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. Thus, issuers have a way of selling securities to these investors quickly without incurring the costs of SEC registration; and the QIB knows that it can always sell that investment to another QIB without needing to register the issue with the SEC. 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. 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. As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). StatusD D. after holding the securities for 3 years. 3.The names of columns in all SELECT statements must be identical. II purchases of restricted stock The prior weeks' trading volumes are: The sample mean is 2.59. acronym for a "Qualified Institutional Buyer" as defined under Rule 144A. Essentially Intrastate crowdfunding simply means, crowdfunding that occurs entirely within a single state can be governed by the rules of that state (i.e. Correct Answer A. they are sold on a dealer basis III Listed option contracts The best answer is C. Rule 144 requires that restricted securities be sold on an agency basis only. StatusB B. I and IV and other investments. Then write II The proper documents for registration have been filed with the SEC "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" 450,000 shares I 1% of the outstanding shares The company has 25,000,000 shares outstanding. Governments settle "regular way" in 1 business day. 12 months StatusD D. 1 year. Correct A. StatusD D. each sale is limited to the greater of 1% of the outstanding shares; or the weekly average of the prior 4 weeks' trading volume. 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. StatusD D. 280,000 shares. 35 Q I they are sold on a dealer basis before the Act was written; and Congress did not want to subject them to "double" regulation. This client cannot make the investment because the dollar amount to be invested is too small Correct B. I and IV StatusC C. The registered representative must advise the customer that the firm will charge an extra fee for this service Correct D. 4. 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). Under the Securities Act of 1933, new issues are not marginable until 30 days have elapsed from the issue (effective) date. H0:12;H1:1>2H_0:_1_2; H_1:_1>_2 Eurodollar bonds are sold outside the U.S. and thus do not fall under the Act. StatusA A. Eurodollar Debt Learning Center through glencoe.com II Solicitations of orders I for start-up companies If the officer wishes to sell the shares, the officer must meet all of the following requirements EXCEPT: I Federal registration Such a broker-dealer, if it were unscrupulous, would have an incentive to "support" the price of the issue in the aftermarket, making it more likely that the municipality would use that firm for future underwritings. Without the exemption, the company would be in violation of the Securities Act if the offering does not qualify for another exemption. Oct. 30th StatusC C. II, III, IV Thus, issuers can sell private placements to these QIBs, who can then trade the private placement issues among themselves. (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) Under Rule 144, the Form 144 is filed: The previous weeks' trading volumes are: Which statements are TRUE? 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 securities are issued by banks A The best answer is B. StatusD D. Rule 144. Since this offering is being sold under a prospectus, it has been registered with the SEC. StatusB B. III and IV "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. Rule 147 requires that resale of securities sold under the intrastate exemption be restricted to intrastate only for 6 months following first sale. 30 days An abbreviated registration statement is filed with the SEC (Form S1-A) and the issue must go through a 20 day review period, similar to a regular registered offering. The best answer is B. 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. II 10% of the outstanding shares However, the offerer must set up a password-protected website and can only allow access to accredited investors. October 4th 16,000 shares 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. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. (b) Describe its shape (skewed left, symmetric, skewed right). Restricted stock is stock which was never registered and cannot be sold in the public markets unless registration takes place or an exemption (such as Rule 144) is available. 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). There are 2 "tiers" to the rule. WebWhich statement is TRUE regarding intrastate offerings? Correct B. a Form D must be filed with the SEC III Foreign Government Debt WebWhich of the following statements is true? Intrastate offerings are exempt from Federal All of the following statements are true about the Securities Act of 1933 the Under Rule 147, intrastate offerings cannot be resold out of state for how long following completion of the initial offering? 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. 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. In addition, the terms of the offering must be filed with FINRA and must comply with FINRA rules. II Intrastate offerings are subject to State registration Once the "shelf" filing is made, by giving 2 days' notice to the SEC, the issuer can sell new securities in the market. In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. 1% of 25,000,000 shares = 250,000 shares. III FINRA regulation 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. Posted Date :-2022-03 StatusA A. I and II only \end{array} C)must include information about the offering's call provisions. StatusA A. I and III only StatusD D. there is no current public information available about the company, so a prospectus must be delivered in order to give full disclosure about the issuer to any potential purchaser of the shares. StatusA A. This company is already publicly traded, therefore it is filing its financial information with the SEC, which makes the information available to the public, making Choice D incorrect. Intrastate offerings are exempt from the Securities Act. StatusC C. I, II, III Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. Correct B. during the 20 day cooling off period An officer of ABC wishes to sell ABC stock on November 15th under Rule 144. 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. Tier 2 offerings allow a maximum of $50 million to be raised, but require audited financial statements. Think of the SEC as a big filing cabinet - once the proper documents relating to a new issue offering are filed, the issue may be offered and sold to the public. StatusD D. arbitration agreement. StatusB B. IV sales of restricted stock Note that there is no similar limitation on Tier 1 purchases. The registered representative can follow the customer's instructions by forwarding the request to the member firm's operations department StatusB B. The weekly average of the preceding 4 weeks' trading volume is: StatusA A. Once the registration statement is filed, the issue enters the 20-day cooling off period. Incorrect Answer A. filing of the Form 144 with the SEC StatusB B. an offering circular must be provided to all purchasers 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. 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. WebWhich of the following is true regarding VC investment into a portfolio firm? Your firm cannot act as a market maker in "144" shares. Which of the following are exempt issues under the Securities Act of 1933? Correct A. I and III 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. StatusC C. 506,250 shares Correct B. I, III, IV Correct B. exempt under Regulation D Rule 144 allows the sale, every 90 days, of: IV Up to 6 sales per year are allowed StatusB B. 1 year 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} StatusA A. the public offering price as stated in the prospectus plus a commission StatusB B. II and IV StatusC C. II and III IV A bank or savings and loan institution StatusD D. II and IV. StatusC C. 50 By using a manager, the stock will be sold in an orderly fashion into the market and the market price of the outstanding shares should not be adversely affected. Search/A-Z Index link and enter the StatusD D. Foreign Government Debt. StatusB B. after holding the securities for 90 days 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 Correct Answer C. the stock must be held for 6 months, fully paid StatusD D. 12 weeks' trading volume. The best answer is B. Go to the Introduction to Business Online All of the following are required to sell "144" stock EXCEPT: Rule 144A allows qualified institutional buyers ("QIBs") to buy and trade between themselves large blocks of privately placed issues. They are targeted at small investors. The best answer is B. II Rule 144A limits the amount of restricted securities that can be sold in the public markets ARSs are available from both corporate and municipal issuers. II Rule 144A limits the amount of restricted securities that can be sold in the public markets September 13th This procedure is much faster and cheaper. job category securities, commodities, II State registration IV secondary distribution StatusA A. When a customer buys a new stock issue from a syndicate member, the customer pays: 237,500 shares The Act requires non-exempt issues to be registered with the SEC and sold with a prospectus. The research report may be sent to any customer if it is accompanied by a preliminary prospectus The best answer is B. Correct Answer A. they are likely to be officers and large shareholders of the company who must sell their shares either under the provisions of Rule 144 or who must sell their shares in a managed offering so that the existing trading market for the stock is not distorted B)is also called a prospectus. StatusD D. None of the above. StatusB B. II only This is submitted to the offerer through the website, who then can give access to the potential investor. 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. The best answer is C. Intrastate offerings are exempt from SEC registration, but are still subject to registration within the state where the offer is being made. 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. StatusA A. I and II only Correct B. American Depositary Receipts Rule 144 requires that restricted securities be sold on an agency basis only. StatusB B. I and 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. StatusA A. I and III The best answer is A. Correct Answer D. The client can make the investment without restriction, The best answer is D. Crowdfunding offerings are targeted at small investors. Second, I objected to part of proposed new Rule 147 that holds if an offering is conducted pursuant to an exemption from state law registration, the offering must be StatusD D. 90 days. III Proceeds from the sale of 500,000 shares will go to the company StatusD D. II or IV, whichever is greater. Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? Determine the least-squares regression line for estimating the passer rating based on the percentage of passes that were touchdowns. (Test Note: The maximum investment amount and the maximum amount that can be raised are subject to an inflation adjustment every 5 years. Correct A. I and III In addition, a company must comply with state securities laws and regulations in the states in which securities are offered or sold. 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). Assuming that all other requirements of the rule are met, the maximum sale amount is: Rule 147 is the intrastate exemption; Rule 144 is an exemption from SEC registration for the resale of private placement stock owned by an investor where the company subsequently went public; and Regulation A is an exemption from registration for the sale of a small dollar amount ($50 million or less). C. I and III only I made by start-up issuers This registration statement is good for: Choice "a" is incorrect. The interest rate on an Auction Rate Security is reset weekly or monthly However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. III Resale of the securities is not permitted within that state for 6 months following the initial offering No specific authorization is required to sell naked or covered calls in discretionary accounts. It gives an "E-Z" registration method for offerings of up to $50 million within a 12 month period. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. StatusA A. seller's representation letter 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 IV purchased by large investors It simply makes (but cannot enforce) rules for the municipal markets. a. StatusD D. II and IV. trading occurs in the secondary marketD. Additional commissions or charges above the P.O.P. 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 All of the following statements about e-mail sent by a registered representative to 50 retail clients are true EXCEPT the communication: StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period There is no minimum purchase amount that makes an individual accredited. III Accepting a deposit from the customer B. FINRA Rules The best answer is B. Incorrect Answer D. the issuer is reporting currently to the SEC. The best answer is A. IV Intrastate offerings are exempt from State registration II A preliminary prospectus may be sent to a prospective customer once the issue has entered into the 20 day cooling off period Correct D. None of the above. B. can recommend a new issue StatusA A. I and II only 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. September 6th 17,000 shares Correct Answer C. proper documents for registration have been filed with the SEC StatusC C. II, III, IV 144 is filed: the previous weeks ' trading volume is: StatusA a individuals... The company would be in violation of the following statements is true regarding investment... This registration statement is good for: Choice `` a '' is the raising of capital by small start-up through... Company StatusD D. Rule 144 $ 1,000,000,000 of assets that it invests on a discretionary basis must comply FINRA. Operations department statusb B is true gifts related to one 's activities in the public markets which statements are true regarding intrastate offerings? comply with SEC. Portfolio firm is B. StatusD D. II or IV, whichever is greater offering must be cured before SEC! And $ 1,070,000 respectively correct answer D. the issuer only for 6 months following first.... Incorrect answer D. the client can make the investment minimum and maximum amount can. Placement exemption - sets the requirements for `` accredited '' investors - these are wealthy individuals. not qualify another! The best answer is B. StatusD D. II or IV, whichever is greater limitation!, the Form 144 is filed, the Form 144 is filed: the investment and. From the issue ( effective ) date, each buyer must be identical ``. 2 offerings allow a maximum of $ 50 million to be effective accredited '' investors - are! A. I and II only correct B. American Depositary Receipts Rule 144 ) IV whichever! Accepting a deposit from the sale of 500,000 shares will go to the issuer the! Million to be raised are subject to an inflation adjustment every 5 years of securities sold a. 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