Schedules and Forms

Question 1

10K + 10Q: These financial filings are required of publicly traded firms with over $____ million in assets and ____ or more persons or over ____ non-accredited shareholders

Answer 1

$10 million; 200 or more persons or over 500 non-accredited shareholders

Question 2

Form 8K is filed within _____ business days for any material event that could affect the issuer’s share
price or financial condition.

Answer 2

4 business days

Question 3

_____ is filed within 10 calendar days to provide the SEC with notification of having achieved
insider status. Insiders are defined as officers, directors, and owners of more than ____% of an issuer’s voting securities.

Answer 3

Form 3; 10%

Question 4

_____ is filed within ____ business days to provide the SEC with notification of any changes in an
insider’s position

Answer 4

Form 4; 2 business days

Question 5

This schedule is filed by any person that acquires more than ____% of an issuer’s equity. It’s filed with
the issuer, the SEC, and the exchange on which the stock trades within 10 days.

Answer 5

Schedule 13D; 5% of an issuer’s equity

Question 6

______ is filed when an issuer or affiliate of the issuer (not a third party) plans to go private.

Answer 6

Schedule 13E-3

Question 7

______ is filed quarterly by institutional investment managers that exercise investment
discretion over at least $____ million in equity securities. It’s filed regardless of the SEC registration
status of the filer

Answer 7

Schedule 13F; $100 million

Question 8

• The preliminary proxy statement must be filed with the SEC at least _____ days prior to the date
  that the definitive proxy is sent to shareholders.
• A definitive proxy must be sent to shareholders ____ days prior to meeting

Answer 8

Preliminary filed 10 days prior to definitive proxy

Definitive proxy sent 20 days prior to meeting

Question 9

_____ is a registration form which is used for most IPOs (long-form) or for issuers that are not
eligible for filing Form S-3.

Answer 9

Form S-1

Question 10

_____ is a short-form registration statement which is used by issuers that have been SEC
reporting companies for at least ____ months and have $____ million public float in voting and nonvoting common equity.

Answer 10

Form S-3; 12 months; $75 million

Question 11

_____ is used when new securities are being offered in connection with a merger. It’s required to
be filed by the _____ and a proxy is required to be issued by the _____.

Answer 11

Form S-4; acquirer; target

Question 12

The _____ shareholders vote on the approval of merger, while the _____ shareholders vote on
issuing shares to be used in the merger.

Answer 12

Target votes for approval

Acquiror votes for additional shares

Question 13

A _____ is a solicitation by the issuer or a third party to purchase securities (usually at a
premium) for a limited period. In addition to 13D, _____ is filed by any person that makes a
tender offer and becomes the owner of more than ____% of a company

Answer 13

Tender offer; Schedule TO; 5%

Question 14

Tender Offers must be kept open for ____ business days

Answer 14

20 business days