EXAM: SUPERVISORY & COMPLIANCE REVIEW
COMPLETE QUESTIONS WITH CORRECT
ANSWERS
\.Form 144 must be filed with the SEC
concurrently with the sale or earlier.
within 10 days of the sale
5 days before the sale - ANSWERS-concurrently with the sale or earlier.
Form 144, which alerts the SEC to the impending sale of unregistered or control
stock, must be filed concurrently with or before the sale. The form must also be
filed as amended if there is an inaccuracy or to indicate a change in broker.
\.For an additional issue offering where the subject security is quoted by the OTC
Markets Group, the prospectus delivery requirement period is
90 days
60 days
,40 days
25 days - ANSWERS-40
The prospectus delivery requirement periods in the aftermarket are as follows: for
IPOs, 90 days if the security is non-Nasdaq and 25 days if the security is to be
listed or quoted over Nasdaq. For additional issues, there is no requirement to
deliver a prospectus in the secondary market if the security is listed NYSE or
Nasdaq. Once the distribution is complete, there is no further obligation to deliver
a prospectus. If the security is non-Nasdaq OTC, the prospectus delivery
requirement period is 40 days.
\.A company's board of directors has authorized senior management to proceed
with a public offering of senior debt securities. Following submission of the
registration statement, which of the following documents must contain the legend
"subject to completion or amendment"?
red herring
form 144
form t - ANSWERS-red herring
The legend "subject to completion or amendment" must be printed in red on a
preliminary prospectus (red herring). SEC Schedule 14A is filed to provide financial
information and other important procedures for shareholders meetings
,\.All of the following are requirements of a Rule 506(b) offering under Regulation
D except
the sale is limited to a total of 35 investors.
the issue is not advertised to the general public.
all nonaccredited investors are sophisticated - ANSWERS-the sale is limited to a
total of 35 investors.
In a Rule 506(b) offering, an issuer that is free of "bad actors" can sell to an
unlimited number of accredited investors. However, there can be no more than 35
nonaccredited investors in any single offering. All investors must receive a copy of
the offering memorandum, and all nonaccredited investors must be sophisticated.
In addition, nonaccredited investors must be permitted to use a purchaser
representative to help them evaluate the investment. Certain advertising, if
limited in scope, is permitted. Advertising to the general public is strictly
prohibited. Rule 506(c) prohibits nonaccredited investors.
\.A member firm, in return for letting a customer buy shares of a new issue at the
public offering price, requests that the customer buy at least 500 additional shares
in the secondary market within two weeks of the issuer's effective date. This
action is
permitted
prohibited - ANSWERS-prohibited
, Tie-in arrangements are considered fraud under the Act of 1934 and are strictly
prohibited.
\.Which of the advertising or sales promotion activities described below would be
permitted in conjunction with a Rule 506(b) private placement
Blanket mailing of a magazine reprint sent by a broker-dealer to all of the firm's
customers that is highly favorable to the issuing corporation
Announcement of a private placement and invitation to attend an investment
information meeting sent to a select group of institutional investors - ANSWERS-
Announcement of a private placement and invitation to attend an investment
information meeting sent to a select group of institutional investors
The SEC's rule centers on keeping private placements out of the general public's
view. Any advertisement or promotion that solicits buying interest in private
placement securities and can be freely seen or read by average investors violates
SEC rules governing the terms under which these distributions are permitted.
\.Under SEC rules, all of the following would be considered accredited investors
except
an individual with annual income of $500,000 for the last two year with an
expectation of continued earnings at that level.
an officer of the issuer with annual income of $100,000.