It controls exchangesonce the securities are in the market. The Act requires non-exempt issues to be registered with the SEC and sold with a prospectus. a. StatusC C. 18 months No, because the shares are being sold under a "de minimis" exemption StatusC C. I and IV only The best answer is B. I purchases of control stock StatusC C. Both Tier 1 and Tier 2 offerings A registered representative has prepared a research report about a new issue that is "in registration." StatusC C. Rule 147 Restricted securities can be sold under Rule 144 if: Incorrect Answer C. 12 months The red herring is used to obtain non-binding indications of interest in the issue, and may be sent to anyone during the cooling off period, whether or not that person has previously expressed any interest in the issue. 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. Which statement about Auction Rate Securities is FALSE? II This is a primary distribution of 300,000 shares the first date that a new issue can be sold to the public under the provisions of the Securities Act of 1933. Because this sale is 5,000 shares @ $8 = $40,000, it can be done under this exemption. Once the registration statement is filed, the issue enters the 20-day cooling off period. However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. StatusB B. The best answer is A. Only the proceeds from the primary distribution will go to the company. 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. What are the problems with intrastate offerings that the SEC is trying to solve? Correct B. American Depositary Receipts 490,000 shares Yes, because any sale of shares by a director requires the filing of a Form 144 Correct B. III and IV only Since this is the first issue of these securities, this is a primary distribution. StatusC C. II and III I Commercial Paper StatusB B. an offering circular must be provided to all purchasers Correct B. buyer's representation letter Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. Incorrect Answer B. II only The Division cannot, however, provide legal counsel. Essentially Intrastate crowdfunding simply means, crowdfunding that occurs entirely within a single state can be governed by the rules of that state (i.e. All of the following statements are true about Regulation A offerings EXCEPT: Rather than having to file a registration statement and complete a 20 day cooling off period for each new securities offering, the issuer files a blanket registration statement with the SEC that goes on the SEC's "shelf" for 3 years. Correct Answer C. 250,000 shares I registered distribution I made by start-up issuers Additional commissions or charges above the P.O.P. WebWhich of the following is true regarding VC investment into a portfolio firm? Scores on an accounting exam ranged from 42 to 96 , with quartiles Q1=61,Q2=77Q_1=61, Q_2=77Q1=61,Q2=77, and Q3=85Q_3=85Q3=85. StatusC C. II and III All of the following statements are true about the Securities Act of 1933 the StatusB B. In addition, a company must comply with state securities laws and regulations in the states in which securities are offered or sold. When a customer buys a new stock issue from a syndicate member, the customer pays: Correct Answer C. proper documents for registration have been filed with the SEC The best answer is B. The weekly average of the preceding 4 weeks' trading volume is: Which statements are TRUE regarding intrastate offerings under Rule 147? The bank that structures the ADRs handles the registration. III purchased by small investors StatusA A. C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading Tier 2 offerings StatusD D. I, II, III. September 6th 500,000 shares The best answer is B. Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: Incorrect Answer B. Correct Answer C. II, III, IV September 6th 17,000 shares (see Cooling off period), If the SEC sends a deficiency letter to the issuer regarding an issue in registration, which of the following statements are TRUE? III Foreign Government Debt Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). Which statements are TRUE? It is permitted to send a preliminary prospectus (red herring) to obtain indications of interest during the cooling off period, because legally, these are not offers to sell the security. I Any purchaser who received a preliminary prospectus must also receive the final prospectus $100,000 Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Intrastate offerings are exempt from: The only way to resell them is in a "private transaction. Correct C. Rule 144A issues trade in the PORTAL market from QIB to QIB If the officer wishes to sell the shares, the officer must meet all of the following requirements EXCEPT: StatusD D. II and IV only. StatusC C. 8 weeks' trading volume III primary distribution 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. 600,000 shares Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. \hline \text { Steve Young } & 96.8 & 5.6 & 2.6 \\ 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). The best answer is B. The effective date occurs once the 20-day cooling off period has elapsed without a deficiency notice being sent by the SEC to the issuer of the securities. Regulation Crowdfunding Without the exemption, the company would be in violation of the Securities Act if the offering does not qualify for another exemption. Incorrect Answer A. filing of the Form 144 with the SEC IV A registered representative accompanies a customer to a show, for which the representative paid $200 for the tickets This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. with a list of things you could do StatusD D. broker's representation letter. Correct C. II, III, IV (a) Sketch a simple boxplot ( 5 number summary without fences) using a nicely scaled XXX-axis. D. II and IV I The preliminary prospectus may be sent to a potential customer prior to that customer expressing an indication of interest Week Ending Volume The previous weeks' trading volumes are: The previous weeks' trading volumes are: stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. Correct Answer B. the amount of stock held by the selling shareholders was restricted and was too large an amount to sell under the provisions of Rule 144 StatusA A. I and II only II Accepting an indication of interest from the customer The only way to resell them is in a "private transaction.". StatusB B. II and IV Whereas normal private placements cannot be traded, these can be traded from QIB to QIB. StatusD D. II and IV. Rule 144 includes a "de minimis" exemption, permitting the sale every 3 months of 5,000 shares or less, worth $50,000 or less, without having to file a Form 144. After holding them for 3 months fully paid, the President wishes to sell the shares. The rule is split into Tier 1 and Tier 2. 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 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. The interest rate on an Auction Rate Security is reset weekly or monthly 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. The offering price is $30 per The shares can be sold: This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. StatusC C. II and III StatusA A. I and III While no prospectus is required, each buyer must be given disclosure in an Offering Circular. II unregistered distribution September 13th StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. Correct Answer A. If the Form 144 is filed today, the maximum sale is: Regulation A is intended to make it easier for smaller issuers to raise capital. September 20th 20,000 shares A company has filed a registration statement with the SEC that uses a method that is only available to seasoned issuers. Nov 21 StatusB B. I and IV Correct D. I, II, III, IV. IV No disclosure is required to investors StatusD D. II and IV, The best answer is C. Under Regulation D, purchasers of private placements must be given full disclosure about the issue, even though no prospectus is required (the issue is exempt). 1 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. each sale is limited to the greater of 1% of the outstanding shares; or the weekly average of the prior 4 weeks' trading volume. The last 4 weeks' trading volumes are: Oct. 30th The best answer is B. The research report may be sent to any customer expressing an "indication of interest" The best answer is B. WebWhich statement is TRUE regarding intrastate offerings? "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. Correct Answer B. The 6-month holding period is required for restricted stock, but not for control stock. 4.The number of columns and data types must be identical for all SELECT statements in the query. The Form must be filed by the seller at, or prior to, with the placement of the sell order. 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. StatusD D. I, II, III, IV, Which of the following statements are TRUE regarding Rule 144A? Excluding the percentage of the outstanding shares test, the maximum permitted sale under Rule 144 is the weekly average of the last: Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? This offering is a(n): StatusA A. I only 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. IV Spin off of a subsidiary as a publicly held company The best answer is A. I they are sold on a dealer basis If the trust accumulated $5,000,000 for investment, it would be accredited. Correct B. I, II, III Correct C. I and IV 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. The best answer is B. StatusA A. Under the Securities Act of 1933, new issues are not marginable until 30 days have elapsed from the issue (effective) date. The best answer is D. 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). Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended III 10 business days prior of the placement of the order The market for this is PORTAL, but trading activity is thin in this market, especially as compared to the market for publicly traded securities. "Options are available on stocks, foreign currencies, stock indexes and government debt instruments" C. I and IV Securities that are sold under a Rule 147 exemption (intrastate exemption) canno StatusD D. II and IV. 800,000 shares Rule 147 exempts "intrastate" issues from registration with the SEC. Rule 144A issues are NMS securities that are listed and trade on the NYSE, AMEX and NASDAQ These shares are privately placed under Regulation D, and thus are exempt from registration. The best answer is B. A. StatusB B. I and IV Correct C. 18,250 shares StatusC C. 50 Correct A. 485,000 shares FINRA regulates the sale of limited partnerships. 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Start-Up businesses through relatively small investment amounts distribution will go to the company Tier 1 and 2... The shares only way to resell them is in a `` private transaction intrastate... Trading volume is: Which statements are true regarding intrastate offerings under Rule 144 if all the...
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