Chapter 2: Exemptions From The Registration Requirements of the '33 Act

Question 1

Types of Securities That Are Exempt

Answer 1

Intrastate offerings and offerings of under $5.0 million.

Question 2

Regulation D

Answer 2

Establishes 3 different exemptions from registration.

Question 3

Reg. D: Rule 501

Answer 3

Defines what an accredited investor is. Rule 501(e) excludes accredited investors from the purchaser tally.

Question 4

Reg. D: Rule 502

Answer 4

All offers within a 6 month period before and after a Reg. D offering are included in the offering.

Question 5

Reg. D: Rule 502(c)

Answer 5

Prohibits any general solicitation of a Reg. D offering.

Question 6

Reg. D: Rule 503

Answer 6

An Issuer must file notice with the SEC of a Reg. D offering within 15 days of the first sale.

Question 7

Reg. D: Rule 504

Answer 7

Exemption for offerings up to $1.0 million. No limit to the number of investors. 12 month calculation window.

Question 8

Reg. D: Rule 505

Answer 8

Exemption for issues up to $5.0 mm. 12 months prior window. limit of 35 non-accredited investors. Unlimited number of accredited investors.

Question 9

Rule 144A

Answer 9

Safe Harbor from registration for private resale of the securities to QIBs. Must be disclosed to the purchaser as a 144A security.

Question 10

Regulation S

Answer 10

Exemption from registration for offshore securities transactions.