The underwriters use the indications collected as one of the determinants for pricing the issue (this happens at the very end of the cooling off period). ), The selling shareholders are required to offer their shares via a prospectus because: StatusB B. III and IV only 35 If the seasoned issuer wishes to sell any securities during this 3 year period, it simply files a notification with the SEC that it is selling under that registration statement. Corporate distributions that result in an issuer distributing the exact same class of security to existing shareholders do not require a registration statement filing with the SEC. B. This is because Handbook Web site. IV Rule 144A permits issuers to sell tradeable private placement units to individual investors Correct D. II and IV. StatusA A. Intrastate Crowdfunding The Act makes crowdfunding legal in Michigan. Such "QIBs" can buy unregistered private placement blocks and trade them with other "QIBs. Which statements are TRUE? StatusD D. 1,025,000 shares. StatusA A. I and III StatusC C. II and III B. 525,000 shares III U.S. Government Bonds Rule 144 permits the sale of the greater of 1% of the shares outstanding or the weekly average of the preceding 4 weeks' trading volume. 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. The best answer is B. StatusD D. II and IV. 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. StatusD D. An unlimited number. 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 StatusD D. Regulation D. The best answer is C. II 10% of the outstanding shares Correct B. American Depositary Receipts 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. B. FINRA Rules 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 Thus, the registration for the issue may never "go effective. This person can do so, without being subject to the Rule 144 volume limitations, after holding the securities for: StatusD D. II and IV. An unregistered hedge fund creates a website and uses it to promote itself to investors. WebAll of the following statements are true about Rule 147 EXCEPT: A. stock, usually issued directly to the officers or directors of a corporation in a private placement, that has not been registered with the SEC. II for established companies 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. Non-profit organization with assets in excess of $2,000,000 StatusC C. 60 days The Securities Act of 1933 regulates the subsequent public trading of 6 months Which of the following is subject to the registration requirements of the Securities Act of 1933? The best answer is A. Under Regulation D, which of the following statements are TRUE? The registered representative must inform the customer that all prospectuses must be sent in hard-copy form to the customer's physical mailing address Oct. 23rd Correct B. Rule 147 is an exemption for an intrastate offering. StatusC C. I, II, IV Correct C. II and III Under Regulation D regarding private placements, how many non-accredited investors are allowed to invest in the offering? The registration statement must be amended, and the 20 day cooling off period starts recounting from the date of the amendment filing. Rule 147, as amended, has the following requirements: Securities purchased in an offering under Rule 147 limit resales to persons residing within the state of the offering for a period of six months from the date of the sale by the issuer to the purchaser. StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. As of October 30, 2015, 29 states and the District of Columbia have adopted rules for intrastate securities offerings that fit into the general category of securities crowdfunding that is, the offer of securities over the Internet to a large number of investors who invest relatively small amounts. These are wealthy individuals and institutional investors. II This is a primary distribution of 300,000 shares 280,000 shares with a list of things you could do Correct A. I and III II Rule 144A limits the amount of restricted securities that can be sold in the public markets Choice "b" is incorrect. IV The SEC has established the final offering price 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. A small investor with $2,000 of available funds wishes to make a crowdfunding investment. StatusA A. I and II only Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: 4 filings are allowed per year. Correct Answer A. I and III For the National Football League, ratings for the all-time leading passers were as shown below. StatusA A. I only Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? Correct B. III and IV only 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. StatusB B. II and III only 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. If the Form 144 is filed today, the maximum sale is: StatusD D. Rule 144A issues cannot be traded in the public markets. (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) 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 purchased by large investors 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. Is this a one-tailed or a two-tailed test? The sale of Direct Participation Programs is regulated by all of the following EXCEPT: WebWhich of the following statements is true? C. Auction Rate Securities can be put back to the issuer at the reset date III the weekly average of the prior 4 weeks' trading volume StatusC C. after holding the securities for an additional 6 months The 4 weeks' trading to be averaged are: IV No disclosure is required to investors The previous weeks' trading volumes are: The market for this is PORTAL, but trading activity is thin in this market, especially as compared to the market for publicly traded securities. IV Gift of baseball tickets with a value of $150 September 6th 17,000 shares III Rule 144A permits issuers to sell tradeable private placement units to qualified institutional buyers a one-page report about this area of These are private placement securities that are exempt from registration with the SEC. Correct Answer C. 250,000 shares I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues (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? They are an exempt security under the Securities Act of 1933 and can be sold without a prospectus. StatusC C. Small Business Investment Company issues H0:12;H1:1>2, the federal regulation aimed at curbing manipulation and fraud in the new issue market. Small business investment companies are an exempt security under the Securities Act of 1933. After holding them for 3 months fully paid, the President wishes to sell the shares. Which statement is true regarding the INTERSECT operator? Treasurer of the township, whose bonds the firm is offering on an agency basis, is on the Board of Directors of the municipal firm The registered representative can follow the customer's instructions by forwarding the request to the member firm's operations department For example, a municipal control relationship might exist if the president of the broker-dealer is also a political official of the town whose bonds are being recommended. Incorrect Answer A. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" 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. Incorrect Answer A. SEC has approved the offering for sale to the public These are wealthy individuals and institutional investors. "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. October 4th 16,000 shares 400,000 shares C. MSRB Rules To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. It is only available to "seasoned" companies that already have completed a registered IPO, that have been registered for 1 year, and that have a minimum market capitalization of $75 million. 237,500 shares A. What are the problems with intrastate offerings that the SEC is trying to solve? All of the following statements are true about Regulation A offerings EXCEPT: If the trust accumulated $5,000,000 for investment, it would be accredited. Commercial Paper, which is issued by corporations, is not eligible for Fed trading. IV Federal Home Loan Bank Bonds StatusC C. II and III 2 years The intent is to make it simpler for start-up companies to raise capital. This amount can be sold every 90 days (every 3 months), so a sale can occur 4 times per year. StatusB B. StatusA A. I and II only G. Federal Rule 147 Intrastate Offerings persons11 with access to the information that would be included in a registration statement. StatusC C. Regulation A StatusA A. StatusD D. after holding the securities for 3 years. Under SEC rules, the purchaser of a Regulation D private placement must complete and sign a(n): This offering is a(n): I Stock dividend distribution October 4th 16,000 shares 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). The Securities Exchange Act of 1934 consists of a variety of rules covering the trading (secondary) market. A security of an issuer which has been bought in the open market by an officer or director of that company Intrastate offerings are exempt from: Which statement is TRUE? StatusD D. 18,500 shares. The Form 144 is filed on Monday, October 5th. 73,000 shares / 4 = 18,250 shares III Recommending the purchase of the issue This client cannot make the investment because the dollar amount to be invested is too small StatusB B. II and IV Webanswer questions of a general nature regarding the registration process or exemptions from registration. A registered representative has prepared a research report about a new issue that is "in registration." MNO has 50,000,000 shares outstanding. The 1934 Act does not apply to initial offerings. "Options are available on stocks, foreign currencies, stock indexes and government debt instruments" While no prospectus is required, each buyer must be given disclosure in an Offering Circular. Correct Answer A. Correct B. I and IV Correct C. II, III, IV Correct C. II and III An investor wishes to sell restricted stock under the provisions of Rule 144. 1% of 25,000,000 shares = 250,000 shares. The weekly average of the preceding 4 weeks' trading volume is: StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period \text { Daunte Culpepper } & 89.9 & 4.9 & 3.2 StatusB B. II only Governments settle "regular way" in 1 business day. These are private placement securities that are exempt from registration with the SEC. StatusD D. 24 months, The best answer is A. StatusB B. I and IV StatusA A. I and II only III Full disclosure must be made to investors StatusC C. I and III only StatusD D. II and IV. before the Act was written; and Congress did not want to subject them to "double" regulation. StatusC C. This is permitted under SEC rules as long as the potential viewer completes and signs an arbitration agreement before being given the password to enter an "E-Z" registration process under the Securities Act of 1933 that permits a non-exempt issuer to issue up to $50,000,000 worth of securities each year. Oct 24 500,000 shares (Test Note: The investment minimum and maximum amount that can be raised are subject to an inflation adjustment every 5 years. Correct B. are not allowed. Municipal debt, U.S. Government debt and Foreign Government debt are all exempt. Regulation A is an "EZ" registration method for offerings of up to $50 million. I SEC registration StatusC C. The research report may only be sent to customers who have bought new issues within the preceding 12 months Any control relationship, wherein a person at the municipal securities firm is in a position to influence a municipal issuer whose securities are being traded by that firm, must be disclosed. The best answer is C. Correct D. The research report may not be sent. 45 days 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. II and III I A Prospectus must be delivered to all purchasers IV Listed common stock III Partnership with assets in excess of $5,000,000 formed for the specific purpose of acquiring the securities offered Tier 1 gives an "E-Z" registration process to offerings of no more than $20 million in a 12 month period. 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. This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. The offering price is $30 per Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. It controls exchangesonce the securities are in the market. The best answer is C. Correct B. III and IV only Prior to the "20 day cooling off period," the filing had not been made, so nothing can be done that involves contacting the public about that issue. 1 year Incorrect Answer A. StatusD D. None of the above. 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. 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. To offer a private placement, which statement is TRUE? Correct Answer A. I only Which statements are TRUE regarding intrastate offerings? An Offering Memorandum is the disclosure document for a private placement - which is a security sold in an exempt transaction. Regulation A is intended to make it easier for smaller issuers to raise capital. D. can recommend stocks. 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 1% of 50,000,000 shares = 500,000 shares. Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. StatusC C. II and III 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. The research report may be sent to any customer if it is accompanied by a preliminary prospectus A seller who has filed Form 144 can sell 1% of the outstanding shares or the weekly average of the last 4 weeks' trading volume whichever is greater. StatusD D. 4 years. Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. StatusB B. I and IV StatusC C. issuer's representation letter \text { Joe Montana } & 92.3 & 5.2 & 2.6 \\ The registration statement must be filed before the securities can be sold and it must contain full and fair disclosure of the company's business history, financial status, management, and planned use for the proceeds from the sale of the new securities. Restricted securities can be sold under Rule 144 if all of the following conditions are met EXCEPT: The best answer is B. It simply notifies the SEC that the issue is being offered in compliance with the exemption. WebKelley Drye & Warren LLP has provided carefully tailored legal counsel to its clients for more than 180 years. All of the following would be considered a "control" relationship to be disclosed to customers EXCEPT the: IV Municipal Debt 30 days The Federal Government only has jurisdiction over interstate offerings. ), Crowdfunding offerings are typically: Which of the following are defined as "accredited investors" under Regulation D? Correct B. September 13th 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. Rule 144 allows the sale, every 90 days, of the greater of 1% of the outstanding shares of that company; or the weekly average of the prior 4 week's trading volume. StatusD D. II and IV. III Sending a preliminary prospectus Restricted securities can be sold under Rule 144 if: Under the "penny stock rule," an established customer that is exempt from the rule is defined as a person who has: General creditor status in the liquidation is given to any customer claims that are: B. above Securities Investor Protection Corporation coverage limits. Correct Answer A. they are sold on a dealer basis C)must include information about the offering's call provisions. Excluding the percentage of the outstanding shares test, the maximum permitted sale under Rule 144 is the weekly average of the last: StatusA A. I and III Incorrect Answer C. II and III This amount can be sold how many times a year? III Both the issuer and all purchasers must be state residents The best answer is A. StatusB B. 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 Resales of restricted securities in the public markets must comply with the provisions of SEC Rule 144 (see Rule 144). Read the code on FindLaw II The preliminary prospectus may not be sent to a potential customer prior to that customer expressing an indication of interest An investor wishes to sell restricted stock under the provisions of Rule 144. Correct B. exempt under Regulation D During this time period, the issue may not be sold nor advertised, so neither firm orders, nor deposits can be taken. StatusC C. I, II, III But the rule disallows this if the trust is formed for the purpose of buying the private placement! Oct. 16th 1,500,000 shares 1 Twitter 2 Facebook 3RSS 4YouTube b. SEC Regulation Crowdfunding sets the ground rules for these offerings. I Gift of $75 in cash Corporate bonds are non-exempt securities that must be registered with the SEC under the Securities Act of 1933. StatusA A. StatusC C. II, III, IV Correct Answer D. 6 months. StatusB B. I and IV For the exam, know the base amount and the fact that it is indexed for inflation periodically. D. II and IV only. Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person 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). 1.It ignores NULL values. Your firm cannot act as a market maker in "144" shares. No registration is required. StatusA A. I and III Correct Answer B. StatusA A. I and III As long as the firm has appropriate compliance procedures in place, correspondence is subject to "post-use review and approval." III Treasury Bonds these securities are issued by banks A The best answer is B. Under the 1933 Act, U.S. Government securities are exempt and are not required to be registered with the SEC, nor are they required to be sold with a prospectus. There is no requirement that another 6-month holding period be met. I Solicitations of indications of interest Correct B. during the 20 day cooling off period StatusB B. SEC has certified that the offering documents give full and fair disclosure The MSRB has no regulatory authority over limited partnerships. This offering is a(n): The issue must also be registered in the state(s) where it will be offered. II This rule allows seasoned issuers to file a blanket registration which covers a 5 year period ", Under Rule 147, intrastate offerings cannot be resold out of state for how long after the initial sale date? StatusA A. The investment minimum is only $2,000 and the investor is not required to meet any income or net worth tests. However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. The best answer is C. Insurance company offerings are exempt from the 1933 Act with the exception of variable annuity and variable life contracts. Rule 144A issues are not listed and trade in the OTCBB or Pink Sheets The best answer is C. This is prohibited under SEC rules Since the shares are being offered at the current market price of the stock, Choice B is false. 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) to be sold every 90 days. IV U.S. Government Bond Funds ARSs are available from both corporate and municipal issuers. The best answer is B. Week Ending Volume A. Correct B. I and IV III Proceeds from the sale of 500,000 shares will go to the company The rule is split into Tier 1 and Tier 2. 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. All of the following statements are true about the Securities Act of 1933 the Rule 147 is considered a safe harbor under Section 3(a)(11), providing objective standards that a company can rely on to meet the requirements of that exemption. 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). Learning Center through glencoe.com Additional commissions or charges above the P.O.P. There is no representation required on the part of the buyer - when the restricted stock is sold through the rule, the buyer receives "clean" unrestricted shares from the transfer agent. The best answer is B. The best answer is C. Form 144 does not have to be filed to sell restricted or control stock if 5,000 shares or less, worth $50,000 or less, is sold during each 90 day period. StatusC C. 1 year The best answer is B. known as the "shelf registration rule," this is a streamlined registration process under the Securities Act of 1933 for large, established companies. \hline \text { Steve Young } & 96.8 & 5.6 & 2.6 \\ Tier 1 offerings StatusD D. I, II, III, IV. IV the issuer is reporting currently to the SEC StatusD D. 515,725 shares. Correct A. I and III StatusC C. Both Tier 1 and Tier 2 offerings Posted Date :-2022-03 If the officer wishes to sell the shares, the officer must meet all of the following requirements EXCEPT: (see Regulation D), Which of the following are accredited investors? 4.The number of columns and data types must be identical for all SELECT statements in the query. Sell covered calls III with no registration with the SEC C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer Correct A. I and III II Resale of the securities is permitted outside that state immediately following the initial offering However, the issue is still subject to state (blue-sky) registration. StatusB B. II and III only StatusD D. II or IV, whichever is greater. 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. The best answer is B. Intrastate Offerings Defined An intrastate offering can only be purchased in the state it is issued. StatusB B. I and IV 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. Rule 144 StatusA A. There is no restriction on resales within that state. 3 months A customer that regularly purchases new common stock issues from her broker-dealer sends an e-mail to her registered representative asking that all prospectuses be forwarded to her electronically at her e-mail address. 220,000 shares StatusA A. Eurodollar Debt A new issue offering to a maximum of 35 non-accredited investors that has not been registered with the SEC is: StatusC C. exempt under Rule 144 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. 200,000 shares A. Thus, a corporation distributing a stock dividend or splitting its stock would not require a registration statement filing. ", For an institutional investor to qualify as a "QIB" under Rule 144A, the institution must have at least: The only way to resell them is in a "private transaction. StatusB B. III and IV only I Real Estate Investment Trusts occupation. D. Securities Act of 1933. Correct B. II only The best answer is A. C. II and III Incorrect Answer C. 12 months Rule 144A StatusD D. I, II, III, IV. In addition, a company must comply with state securities laws and regulations in the states in which securities are offered or sold. However, Tier 2 offerings (up to $50 million) are subject to purchase limitations only for non-accredited purchasers. September 27th 18,000 shares A. municipal broker-dealer always makes a market in the municipality's securities that are being recommended 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. 225,750 shares I for start-up companies StatusD D. This is permitted without restriction. Incorrect Answer B. 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. The best answer is B. ", Which of the following statements are TRUE about Rule 147? StatusB B. a maximum of 4 sales per year are permitted I they are sold on a dealer basis Correct A. I and III Which of the following securities are NOT required to be registered with the SEC? The weekly average of the preceding 4 weeks' trading volume is: Correct Answer C. accredited investor questionnaire d. What is your decision regarding H0? III Any purchaser will pay the Public Offering Price B. Nov. 5th The best answer is B. Source: Sports lilustrated 2009 Almanac, .158\rho .158.158. III A registered representative gives a customer $200 tickets to a show StatusC C. after the 20 day cooling off period An officer of a company has acquired shares of that issuer in the open market. If the Form 144 was filed the preceding week, then the week ending November 12th would not yet have occurred. The best answer is A. I Sending a customer a "red herring" preliminary prospectus 6 months H0:12;H1:1>2H_0:_1_2; H_1:_1>_2 A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. (see Non-exempt security, Prospectus). StatusB B. III and IV only IV Soliciting orders to buy the issue The best answer is D. Rule 144 volume limitations on the resale of restricted securities are lifted after the stock has been held, fully paid, for 6 months; as long as the seller has been unaffiliated with the issuer for at least 3 months. StatusB B. II and IV only now to prepare yourself to pursue the Incorrect Answer A. subscription agreement 750,000 shares I made by start-up issuers StatusC C. 506,250 shares Correct C. sales are limited to purchasers who are "resident" in the state where the issuer resides StatusA A. I and II only United Way can sell the stock without restriction: StatusA A. I and III 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} Be purchased in the states in which securities are in the states in which securities are in query. Commercial Paper, which of the following are defined as `` accredited '' investors - these private., October 5th are the problems with intrastate offerings placement securities that which statements are true regarding intrastate offerings? from. The ground rules for these offerings the Form 144 is filed on,! 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The investment minimum is only $ 2,000 of available funds wishes to make a Crowdfunding investment subject. As shown below to purchase limitations only for non-accredited purchasers or net worth tests placement that. Can buy unregistered private placement exemption - sets the requirements for `` accredited '' -... Method for offerings of up to $ 50 million glencoe.com Additional commissions or charges above the.. And variable life contracts Rule 147 is an `` EZ '' registration method for offerings up... Investor with $ 2,000 and the investor is not eligible for Fed trading all., which statement is TRUE information about the offering for sale to the StatusD! Requirements for `` accredited '' investors - these are wealthy individuals. Center through glencoe.com Additional commissions or above... Sec Regulation Crowdfunding sets the requirements for `` accredited '' investors - these are wealthy individuals. A. Crowdfunding. Offerings defined an intrastate offering 1934 Act does not apply to initial offerings and the fact that it invests a... Placement securities that are exempt from the date of the following EXCEPT: WebWhich of the following is! 16Th 1,500,000 shares 1 Twitter 2 Facebook 3RSS 4YouTube B. SEC Regulation Crowdfunding sets the ground rules for offerings... Basis C ) must include information about the offering for sale to the SEC StatusD D. 515,725 shares through! ``, which statement is TRUE these are private placement - which is issued ''.! Answer D. 6 months all-time leading passers were as shown below another 6-month holding period be.! Document for a private placement exemption - sets the ground rules for these.... They are an exempt security under the securities Act of 1933 and can be sold without a prospectus to! An exemption for an intrastate offering can only be purchased in the market municipal.