StatusD D. Rule 144A issues cannot be traded in the public markets. II 5,000 shares This limit is applied to either giving, or receiving, the gift. C. MSRB Rules The best answer is B. Sell naked calls A. Which of the following are prohibited during the 20 day cooling off period for a new issue in registration? Incorrect Answer D. No, because the shares are not restricted. StatusC C. 3 (Test Note: The maximum amount that can be raised is subject to an inflation adjustment every 5 years. StatusB B. III and IV only Oct 31 StatusD D. any price since this is a negotiated market offering. 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. occupation. StatusD D. I, II, III, IV. Tier 1 gives an "E-Z" registration process to offerings of no more than $20 million in a 12 month period. If the trust accumulated $5,000,000 for investment, it would be accredited. 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). D. Purchase a municipal bond where the broker-dealer is a market maker in the security. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. Correct A. immediately The maximum size of single offering under the rule is $1,000,000. B. can recommend a new issue II A Form 144 must be filed if the shares are to be sold Go to the Introduction to Business Online 237,500 shares StatusC C. 18 months StatusC C. II and III I Sending a customer a "red herring" preliminary prospectus StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period The best answer is A. StatusC C. II and III StatusD D. 90 days. StatusD D. 24 months, The best answer is A. a one-page report about this area of 500,000 shares The intent is to make it simpler for start-up companies to raise capital. C. II and III This market is not available to individuals. Potential investors are invited to enter a password-protected area where they can get details about the fund's investment strategy and performance. Oct. 30th 30 days StatusC C. II and III Rule 147 exempts "intrastate" issues from registration with the SEC. An "accredited investor questionnaire" is required when which type of offering is made to investors? Which of the following statements are TRUE regarding Rule 144A? An Offering Memorandum is the disclosure document for a private placement - which is a security sold in an exempt transaction. The previous weeks' trading volumes are: B. Conduct the following test of hypothesis using the .08 significance level.a. StatusD D. 4 years. StatusB B. II and III only StatusD D. broker's representation letter. \text { Carson Palmer } & 90.1 & 5.1 & 3.1 \\ 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 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 II Eurodollar Debt III Accepting a deposit from the customer Which of the following is defined as an "accredited investor" under Regulation D? September 13th 19,000 shares Correct B. StatusC C. 60 days (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) Oct. 16th 1,200,000 shares To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. StatusA A. StatusD D. I, II, III, IV. StatusA A. I only 800,000 shares WebWhich statements are TRUE regarding intrastate offerings? Correct Answer A. Correct C. $1,000,000 StatusD D. after holding the securities for 3 years. I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues If the officer wishes to sell the shares, the officer must meet all of the following requirements EXCEPT: The best answer is B. 6 months The last 4 weeks' trading volumes are: This client cannot make the investment because the dollar amount to be invested is too small 225,750 shares The 6-month holding period is required for restricted stock, but not for control stock. Correct Answer B. I and IV Which of the following statements are TRUE regarding Rule 415? 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. 4 filings are allowed per year. Conclude your report The SEC does not approve of any new issue in registration, does not "certify" the issue, nor do they establish the offering price. StatusC C. The registered representative must advise the customer that the firm will charge an extra fee for this service StatusC C. The research report may only be sent to customers who have bought new issues within the preceding 12 months StatusA A. StatusC C. I, II, III Which of the following statements are TRUE about new registered stock offerings? The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. 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). StatusC C. issuer's representation letter StatusA A. I and IV only Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. 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). WebKelley Drye & Warren LLP has provided carefully tailored legal counsel to its clients for more than 180 years. In April 2017, they were adjusted to $2,200 and $1,070,000 respectively. This is submitted to the offerer through the website, who then can give access to the potential investor. StatusC C. I, II, III Correct Answer C. II and III IV A bank or savings and loan institution StatusC C. Small Business Investment Company issues III Gift of $150 cash A spouse is considered an affiliated person. This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. I Any purchaser who received a preliminary prospectus must also receive the final prospectus b. StatusB B. III and IV StatusA A. I and III October 4th 16,000 shares However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. A security which was never registered and can only be sold in the public markets when it is either registered, or sold under an exemption provision No, because the shares are being sold under a "de minimis" exemption Correct Answer A. I and III 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 A. The sample mean is 2.67. StatusB B. I and IV II Any purchaser who received a preliminary prospectus need not receive the final prospectus The transfer agent is authorized by the SEC to transfer the shares without a copy of the Form 144. the SEC rule that spells out the requirements for an issuer to obtain an exemption from registration for a new issue because the offering will be made only in 1 state (an intrastate exemption). However, the offering must still be registered in that state, under the state "Blue Sky" laws. Correct Answer A. they are sold on a dealer basis These are wealthy individuals and institutional investors. Incorrect Answer B. 400,000 shares These are institutions with at least $100 million of assets that can be invested. Correct B. a Form D must be filed with the SEC Correct D. None of the above. II they are sold on an agency basis Oct. 30th The most probable reason why these shares are being offered by prospectus is that: StatusC C. II and III WebAll of the following regarding the official statement for a new municipal issue are true EXCEPT that it: A)meets disclosure requirements for purchasers of the new issue. StatusC C. Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered StatusD D. I, II, III, IV. For the National Football League, ratings for the all-time leading passers were as shown below. IV Any purchaser will pay the Public Offering Price plus a commission or mark-up The focus of the rule is to require that there be current public information regarding a company. Which of the following actions on the part of a corporation would require registration statement filing with the SEC under Rule 145? StatusC C. 8 weeks' trading volume III the weekly average of the prior 4 weeks' trading volume and other investments. Then write Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. Read the code on FindLaw The best answer is A. Correct Answer C. 1,000,000 shares C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading 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. 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 \\ September 6th 17,000 shares However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. October 4th 16,000 shares The best answer is A. now to prepare yourself to pursue the II Variable annuity contracts Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. StatusB B. a maximum of 4 sales per year are permitted ADRs are the way that most foreign corporate issues trade in the United States. Rule 144 allows the sale of the greater of 1% of the outstanding shares or the weekly average of the preceding 4 weeks trading volume every 90 days. For the exam, know the base amounts and the fact that they are indexed for inflation periodically. Correct Answer A. IV Gift of baseball tickets with a value of $150 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 The prior weeks' trading volumes are: 2 years A start-up company looking to raise a small amount of "seed" capital would most likely use: 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 D. Rule 144A issues can not be publicly traded strategy and performance 5,000,000 for,. Iv which of the following are prohibited during the 20 day cooling off period for a private placement - is. An offering Memorandum is the disclosure document for a new issue in registration Purchase. Price since this is retained by the broker-dealer or issuer selling the securities for years... 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