WebThe Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company.b. The only way to resell them is in a "private transaction. An "accredited investor questionnaire" is required when which type of offering is made to investors? B. I This is a primary distribution of 500,000 shares StatusD D. I, II, III. IV the weekly average of the prior 8 weeks' trading volume 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. D. II and IV only. Correct Answer B. 35 Q Correct A. Do not confuse Rule 144A with Rule 144, which covers the sale of "restricted" and "control" stock in the open market. The proceeds from the secondary distribution go to the selling shareholders. 2 years Correct Answer D. The client can make the investment without restriction, The best answer is D. Crowdfunding offerings are targeted at small investors. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. The greater amount is 1% of outstanding shares, or 500,000 shares. No specific authorization is required to sell naked or covered calls in discretionary accounts. A registered representative who handles the accounts of wealthy clients is told the Nov. 5th I Sale of the issue StatusA A. 225,750 shares 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. These are institutions with at least $100 million of assets that can be invested. StatusB B. II and IV Correct A. immediately The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. StatusD D. 4 years. 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 D. During the 20-day cooling off period for a new issue in registration, the worry of the SEC is that the underwriters will "hype" the issue to increase investor interest and hence increase the final Public Offering Price. StatusB B. they are sold on an agency basis short term negotiable CDs are callableC. StatusB B. I and IV This procedure is much faster and cheaper. C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. II Eurodollar Debt Correct B. II only 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. 450,000 shares StatusA A. I and II only ", Which statements are TRUE regarding intrastate offerings under Rule 147? Since this offering is being sold under a prospectus, it has been registered with the SEC. The focus of the rule is to require that there be current public information regarding a company. C. II and III III Any purchaser will pay the Public Offering Price 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} D. can recommend stocks. Incorrect Answer C. I and III only Incorrect Answer D. Regulation D. The best answer is A. 1,960,000 shares / 4 weeks = 490,000 share average 485,000 shares For the National Football League, ratings for the all-time leading passers were as shown below. 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. Conduct the following test of hypothesis using the .08 significance level.a. Once the registration is effective, the final prospectus is used to offer and sell the issue. I 1% of the outstanding shares StatusD D. This is permitted without restriction. When a customer buys a new stock issue from a syndicate member, the customer pays: StatusB B. an offering circular must be provided to all purchasers 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. Correct Answer A. B. StatusD D. II and IV. StatusA A. I and III 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. StatusB B. SEC has certified that the offering documents give full and fair disclosure Correct Answer A. I or III, whichever is greater Control shares are registered shares owned by a key officer or director. Correct Answer C. accredited investor questionnaire However, the offerer must set up a password-protected website and can only allow access to accredited investors. StatusD D. I, II, III, IV. 3 months Such "QIBs" can buy unregistered private placement blocks and trade them with other "QIBs. III The preliminary prospectus constitutes an offer to sell the issue Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. The best answer is B. StatusC C. II and III III The SEC has approved the offering for sale to the public All of the following statements can be made to customers about the trading of options EXCEPT: I for start-up companies Excluding the percentage of the outstanding shares test, the maximum permitted sale under Rule 144 is the weekly average of the last: II 5,000 shares II The preliminary prospectus may not be sent to a potential customer prior to that customer expressing an indication of interest Under Rule 147, intrastate offerings cannot be resold out of state for how long following completion of the initial offering? StatusA A. I and II only 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 If the Form 144 is filed today, the maximum sale is: StatusA A. I only Week Ending Volume II Variable annuity contracts StatusA A. I and II 500,000 shares III The use of the preliminary prospectus constitutes an offer to sell under the Securities Act of 1933 II A Form 144 must be filed if the shares are to be sold Under Rule 144, the Form 144 is filed: StatusA A. I and III Correct Answer A. I and III StatusC C. I and III only Rule 144A allows qualified institutional buyers ("QIBs") to buy and trade between themselves large blocks of privately placed issues. Choice "b" is incorrect. IV Any purchaser will pay the Public Offering Price plus a commission or mark-up StatusB B. III and IV All of the following are exempt issues under the Securities Act of 1933 EXCEPT: The best answer is C. 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. All of the following statements about e-mail sent by a registered representative to 50 retail clients are true EXCEPT the communication: No, because the shares are being sold under a "de minimis" exemption \text { Daunte Culpepper } & 89.9 & 4.9 & 3.2 I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues C. Municipal principal in a municipal securities firm is the supervisor of the school board whose bonds the firm is trading StatusC C. issuer's representation letter IV The preliminary prospectus does not constitute an offer to sell the issue 4 weeks' trading volume C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer 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. These are private placement securities that are exempt from registration with the SEC. Correct Answer C. 1,000,000 shares But the rule disallows this if the trust is formed for the purpose of buying the private placement! 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 Correct A. The best answer is B. However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. 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. "Crowdfunding" is the raising of capital by small start-up businesses through relatively small investment amounts. II unregistered distribution This offering is a(n): StatusB B. II only II Stock split StatusA A. I and II only 485,000 shares I Disclosure in the registration documents is not complete II unregistered distribution The use of the "preliminary prospectus" does not constitute an "offer" under the 1933 Act, and the red ink statement on the cover of the preliminary prospectus states this (hence the name "red herring"). Correct C. II and III the effective date of the issue is unaffected by the deficiency notice An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investor StatusC C. 50 A spouse is considered an affiliated person. Correct A. The best answer is A. Incorrect Answer C. II and III In reality, private placements are sold to a relatively small number of institutional investors. September 6th Week Ending Volume StatusC C. II and III Rule 144 requires that restricted securities be sold on an agency basis only. 73,000 shares / 4 = 18,250 shares The best answer is B. I. Intrastate offerings are subject to Federal registration. Correct B. buyer's representation letter A small investor with $2,000 of available funds wishes to make a crowdfunding investment. 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 StatusD D. II and III, The best answer is C. Securities that are sold under a Rule 147 exemption (intrastate exemption) cannot be resold outside that state for 6 months following the initial offering. 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. The market for this is PORTAL, but trading activity is thin in this market, especially as compared to the market for publicly traded securities. 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 IV Listed common stock StatusC C. Rule 147 The investor's spouse owns 5% of that company's stock.