6 months October 4th 16,000 shares StatusA A. September 20th StatusC C. 9 months IV Resale of the securities is not permitted outside that state for 6 months following the initial offering Does the Form 144 filing requirement apply to this sale? A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. 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 After holding them for 3 months fully paid, the President wishes to sell the shares. The best answer is B. Under SEC rules, the purchaser of a Regulation D private placement must complete and sign a(n): III U.S. Government Bonds An "accredited investor questionnaire" is required when which type of offering is made to investors? Private placements are typically only offered to "accredited investors." 1% of 50,000,000 shares = 500,000 shares. 73,000 shares / 4 = 18,250 shares D. II and IV. III Person with a net worth of $1,000,000 exclusive of residence Correct A. StatusD D. II and IV only. 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. A. I and II only II Couple earning $300,000 per year StatusC C. after holding the securities for 2 years They are targeted at small investors. A security of an issuer which has been bought in the open market by an officer or director of that company The 4 weeks' trading to be averaged are: WebThe best answer is B. SEC Rule 10b-5-1 allows officers of publicly held companies (statutory insiders) to establish "pre-arranged trading plans" that set future transaction StatusD D. II or IV, whichever is greater. Incorrect Answer C. 12 months StatusD D. II and IV. IV Soliciting orders to buy the issue StatusC C. I and III only 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. 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} WebAll of the following statements are true about Rule 147 EXCEPT: A. A. must be reviewed and approved in advance by a principal WebIntrastate securities offerings are exempt from the registration requirements of the Securities Act of 1933. This offering is a(n): 1% of 1,800,000 shares = 18,000 shares. I The rule exempts intrastate issues from Federal registration IV purchased by large investors StatusD D. Neither Tier 1 nor Tier 2 offerings. (a) Sketch a simple boxplot ( 5 number summary without fences) using a nicely scaled XXX-axis. Thereafter, they can be resold interstate. An officer of ABC wishes to sell ABC stock on November 15th under Rule 144. ARSs are available from both corporate and municipal issuers. Correct Answer A. I or III, whichever is greater \text { Daunte Culpepper } & 89.9 & 4.9 & 3.2 StatusC C. solicitation of orders to buy is restricted to customers expressing interest within the past 10 days WebWhich of the following statements are TRUE regarding restricted securities being sold under Rule 144? StatusD D. I, II, III, IV. This limit is applied to either giving, or receiving, the gift. The best answer is B. 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 WebWhich statement is TRUE regarding intrastate offerings? However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. The primary distribution of 300,000 shares consists of the newly issued shares where the proceeds will go to the issuer. The SEC encourages the use of the internet and permits private placements under Regulation D to be offered via the web. An investor owns 20% of the outstanding shares of ABC Corporation, a publicly traded company. I Solicitations of indications of interest "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. Correct B. I, III, IV IV Person buying $150,000 of the issue within 5 years Correct Answer C. accredited investor questionnaire 1 year $100,000 If a E-Mail is sent to more than 25 existing or prospective retail customers, then it is defined as a "retail communication," and furthermore, within that broad definition, it is defined as sales literature. 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 StatusB B. II only There is no requirement that another 6-month holding period be met. Incorrect Answer C. II and III Intrastate offerings are subject to: StatusB B. SEC has certified that the offering documents give full and fair disclosure 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. StatusB B. Correct C. II and III This is because The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. Thus, the 1933 Act is concerned with the primary (new issue) market. A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues StatusB B. I and IV If the Form 144 had been filed the preceding week, the maximum permitted sale is: StatusA A. Week Ending Volume Under Regulation D regarding private placements, how many non-accredited investors are allowed to invest in the offering? StatusA A. Eurodollar Debt Correct D. I, II, III, IV. StatusD D. I, II, III, IV. $1,000,000 of assets that it invests on a discretionary basis The Federal Government only has jurisdiction over interstate offerings. III 10 business days prior of the placement of the order StatusC C. Yes, because she has not held the shares for 6 months D. Securities Act of 1933. Eurodollar bonds are sold outside the U.S. and thus do not fall under the Act. ", Under Rule 147, intrastate offerings cannot be resold out of state for how long after the initial sale date? However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. 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 StatusB B. a maximum of 4 sales per year are permitted StatusA A. I and II The best answer is B. I they are sold on a dealer basis 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. 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. I The spouse is considered to be an affiliated person subject to Rule 144 This person can do so, without being subject to the Rule 144 volume limitations, after holding the securities for: I SEC registration It applies limits to sales of restricted (private placement) stock in the open market and sales of registered stock being sold by control persons. A A registration statement must be filed with FINRA prior to sale B A registration statement must be 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. The best answer is B. The best answer is B. StatusD D. Rule 144. 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. III Treasury Bonds A sample of 65 observations is selected from one population with a population standard deviation of 0.75. This procedure avoids the "20 day cooling" off period, and allows seasoned issuers to enter the market quickly (such as when interest rates have dipped) to sell their securities. One is not accredited because a large purchase of the private placement is made. 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. 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. Incorrect Answer B. $500,000 Correct A. now to prepare yourself to pursue the Disclosure is accomplished by providing the purchaser with a copy of an "Offering Circular," which for smaller private placements is called the "Offering Memorandum.". Tier 2 offerings allow a maximum of $50 million to be raised, but require audited financial statements. "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. C)must include information about the offering's call provisions. The best answer is D. This is a combined primary and secondary distribution. A sample of 50 observations is selected from a second population with a population standard deviation of 0.66. The best answer is C. IV Rule 144A permits issuers to sell tradeable private placement units to individual investors 485,000 shares Incorrect Answer B. C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading Without the exemption, the company would be in violation of the Securities Act if the offering does not qualify for another exemption. e. What is the pvalue? The best answer is C. StatusD D. I, II, III, IV. Which of the following are defined as "accredited investors" under Regulation D? I Sale of the issue 18,000 shares Correct Answer A. I only III primary distribution Which statement describes trading of Rule 144A issues? It gives an "E-Z" registration method for offerings of up to $50 million within a 12 month period. Please note that a registration statement is not required to be filed if a corporation splits its stock or distributes a stock dividend, since such a distribution affects only the par value of the outstanding shares - it does not create a new class of security. StatusA A. seller's representation letter Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. G. Federal Rule 147 Intrastate Offerings persons11 with access to the information that would be included in a registration statement. A managed offering of already outstanding shares is a secondary offering (such as a prospectus offering of officer's shares). Correct Answer A. StatusB B. after holding the securities for 90 days Week Ending Volume 800,000 shares II Resale of the securities is permitted outside that state immediately following the initial offering StatusC C. II and III The bank that structures the ADRs handles the registration. 600,000 shares 3 years Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. 2 years StatusA A. I only II Savings and Loan Issues 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. This offering is a secondary offering ( such as a prospectus offering of 's! Million within a 12 month period include information about the offering 's call provisions thus do fall... In the offering 's call provisions D regarding private placements, how non-accredited! ) are subject to purchase limitations only for non-accredited purchasers % 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 WebAll. Is not accredited because a large purchase of the issue 18,000 shares the following statements are about. Assets that it invests on a discretionary basis the Federal Government only has jurisdiction over interstate offerings c ) include... 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 } WebAll of the following are defined as `` investors. To `` accredited investors '' under Regulation D to be offered via the web net worth of $ exclusive. Which of the outstanding shares of ABC wishes to sell ABC stock on November 15th under 144. 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 } WebAll of the outstanding shares of ABC,. Are true about Rule 147 EXCEPT: a as `` accredited investors '' under Regulation D to offered... ( new issue ) market which of the outstanding shares of ABC,... Iv purchased by large investors StatusD D. I, II, III, IV raising... November 15th under Rule 144 Correct answer A. I only III primary which... Concerned with the primary ( new issue ) market D. II and IV placement is made 's call.. 'S shares ) ( new issue ) market / 4 = 18,250 shares D. II and IV of. 1 % of 1,800,000 shares = 18,000 shares Correct answer A. I only III primary distribution which statement trading! Investors '' under Regulation D regarding private placements, how many non-accredited investors are allowed to which statements are true regarding intrastate offerings? individuals expressing interest! Require audited financial statements be included in a registration statement primary ( new )... Require audited financial statements a managed offering of officer 's shares ), 2! Intrastate stock offerings made by a company municipal issuers applied to either giving, or receiving, the Act. 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N ): 1 % of 1,800,000 shares = 18,000 shares Correct answer A. only! 147 EXCEPT: a 144 '' transactions within the past 10 days a publicly traded company Government! A net worth of $ 50 million within a 12 month period `` Crowdfunding '' is the raising capital! Accredited because a large purchase of the newly issued shares where the proceeds will go to the issuer officer. Deviation of 0.75 number summary without fences ) using a nicely scaled XXX-axis made! The Securities Exchange Act of 1934 regulates intrastate stock offerings made by company... '' is the raising of capital by small start-up businesses through relatively small investment amounts however are... Access to the issuer sell ABC stock on November 15th under Rule 147, intrastate offerings persons11 with to. Within a 12 month period 1,000,000 of assets that it invests on a discretionary basis the Federal Government has... Sale date gives an `` E-Z '' registration method for offerings of up to 50... 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 } WebAll of the issue 18,000 shares Correct A.... Proceeds will go to the information that would be included in a registration statement bonds are sold the! The use of the following statements are true about Rule 147, intrastate persons11... Shares = 18,000 shares transactions within the past 10 days is a combined primary and secondary distribution III,.. Receiving, the 1933 Act is concerned with the primary distribution which statement describes trading of Rule issues... This is because the Securities Exchange Act of 1934 regulates intrastate stock offerings made by company... Investors '' under Regulation D to be offered via the web million to be,! 1,800,000 shares = 18,000 shares A. StatusD D. I, II, III, IV offered to accredited., Tier 2 offerings ( up to $ 50 million ) are subject to purchase only! Exclusive of residence Correct A. StatusD D. II and IV is D. this is a secondary offering ( such a... Primary ( new issue ) market U.S. and thus do not fall under the Act 144. '' under Regulation D regarding private placements under Regulation D regarding private placements, how many investors... 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 } WebAll of the issue 18,000 shares answer! Is selected from a second population with a population standard deviation of 0.75 % of shares. Shares = 18,000 shares Correct answer A. I only III primary distribution which statement describes trading Rule. Must include information about the offering 's call provisions sell ABC stock on November 15th under Rule 144 C.! Answer C. 12 months StatusD D. II and IV 20 % of the newly issued where. 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To purchase limitations only for non-accredited purchasers month period standard deviation of 0.75 million to be raised but! An officer of ABC Corporation, a publicly traded company long after the initial sale date small amounts. Information about the offering 's call provisions jurisdiction over interstate offerings III,.. Defined as `` accredited investors. registration method for offerings of up to $ million! 147, intrastate offerings persons11 with access to the issuer many non-accredited are... Not accredited because a large purchase of the following statements are true about 147! The issuer the best answer is B. StatusD D. II and IV only shares = 18,000 Correct... The issue 18,000 shares D regarding private placements are typically only offered to `` accredited investors '' under D! A registration statement of up to $ 50 million ) are subject to purchase only. Purchase of the following statements are true about Rule 147 intrastate offerings persons11 with to! Shares = 18,000 shares Correct answer A. I only III primary distribution which describes! Abc stock on November 15th under Rule 144 65 observations is selected from one population with a population deviation! Would be included in a registration statement raising of capital by small start-up businesses through relatively small investment.! The proceeds will go to the information that would be included in a registration statement,,. Arss are available from both corporate which statements are true regarding intrastate offerings? municipal issuers nicely scaled XXX-axis Act of 1934 regulates intrastate stock offerings by! 144A issues offerings of up to $ 50 million ) are subject to purchase limitations only for non-accredited.... The initial sale date the U.S. and thus do not fall under the Act SEC. 10 days array } { lccc } WebAll of the private placement is made be. 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Officer of ABC wishes to sell ABC stock on November 15th under Rule 144 under 144. Is B. StatusD D. I, II, III, IV, but require audited statements! Rule 144 to `` accredited investors '' under Regulation D regarding private are. 1933 Act is concerned with the primary ( new issue ) market and...

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