Series 24
Section 4(2) - correct answer ✔Exemption from registering if not a public
offering
Reg D - correct answer ✔A safe harbor. For small companies who can not
pay costs to register
Section 4(5) - correct answer ✔Similar to reg d, but can only raise 5m and
only to accredited investors - no public solicitation
S1 registration - correct answer ✔Normal registration for IPOs
F-1 - correct answer ✔S1 for foreigns
S-3 - correct answer ✔Short registration for qualified domestic peeps for
follow on offerings of debt and equity
F3 - correct answer ✔S3 for foreigns
F6 - correct answer ✔Registration for ADRs
Aftermarket prospectus requirement for nonlisted IPO - correct answer ✔90
days
Aftermarket prospectus requirement for exchanged listed security - correct
answer ✔25 days
,Aftermarket prospectus requirement for follow on offering - correct answer
✔40 days
Aftermarket prospectus requirement for exchange listed follow on - correct
answer ✔None
Rule 147 - correct answer ✔Intrastate offering
Reg A - correct answer ✔5 mil max offering, 12 months, public offerings with
shortened registration
An initial public offering may be conducted in which of the following ways?
Regulation D
Regulation S
Regulation A
Rule 144 - correct answer ✔Reg A
Short interest reports must be received by FINRA no later than:
The same business day of the reporting settlement date
The second business day after the reporting settlement date
10 days after the reporting settlement date
13 business days after the reporting settlement date - correct answer ✔2nd
business day
Broker-Dealer X is participating in the distribution of an equity IPO. Broker-
Dealer X is prohibited from selling any shares to which of the following
accounts?
Uniform Transfers to Minors Accounts
, The account of a registered representative working at a limited broker-dealer
An account purchasing on margin
An account for an employee of the issuer - correct answer ✔Margin
Rule 504 reg D - correct answer ✔Max 1m
Rule 144 - correct answer ✔Restricted stock 6 month holding period
Rule 144A - correct answer ✔Restricted stock can be sold to QIBs
Reg s - correct answer ✔Reg exemption for overseas issues from US
companies
Firm commitment underwriting - correct answer ✔Principal, no escrow
Best efforts - correct answer ✔Agent, escrow
The minimum equity requirement for a portfolio margin account that will trade
unlisted derivatives is: - correct answer ✔5000000
Rule 101 - correct answer ✔Covers bids and purchases by distribution
participants; underwriters and selling group members. Has restricted period
Reg m - correct answer ✔To prevent manipulative conduct by persons that
have interest I. The outcome of an offering
Rule 102 - correct answer ✔Covers bids and purchases by the issuer and
shareholders. Has restriction period
Section 4(2) - correct answer ✔Exemption from registering if not a public
offering
Reg D - correct answer ✔A safe harbor. For small companies who can not
pay costs to register
Section 4(5) - correct answer ✔Similar to reg d, but can only raise 5m and
only to accredited investors - no public solicitation
S1 registration - correct answer ✔Normal registration for IPOs
F-1 - correct answer ✔S1 for foreigns
S-3 - correct answer ✔Short registration for qualified domestic peeps for
follow on offerings of debt and equity
F3 - correct answer ✔S3 for foreigns
F6 - correct answer ✔Registration for ADRs
Aftermarket prospectus requirement for nonlisted IPO - correct answer ✔90
days
Aftermarket prospectus requirement for exchanged listed security - correct
answer ✔25 days
,Aftermarket prospectus requirement for follow on offering - correct answer
✔40 days
Aftermarket prospectus requirement for exchange listed follow on - correct
answer ✔None
Rule 147 - correct answer ✔Intrastate offering
Reg A - correct answer ✔5 mil max offering, 12 months, public offerings with
shortened registration
An initial public offering may be conducted in which of the following ways?
Regulation D
Regulation S
Regulation A
Rule 144 - correct answer ✔Reg A
Short interest reports must be received by FINRA no later than:
The same business day of the reporting settlement date
The second business day after the reporting settlement date
10 days after the reporting settlement date
13 business days after the reporting settlement date - correct answer ✔2nd
business day
Broker-Dealer X is participating in the distribution of an equity IPO. Broker-
Dealer X is prohibited from selling any shares to which of the following
accounts?
Uniform Transfers to Minors Accounts
, The account of a registered representative working at a limited broker-dealer
An account purchasing on margin
An account for an employee of the issuer - correct answer ✔Margin
Rule 504 reg D - correct answer ✔Max 1m
Rule 144 - correct answer ✔Restricted stock 6 month holding period
Rule 144A - correct answer ✔Restricted stock can be sold to QIBs
Reg s - correct answer ✔Reg exemption for overseas issues from US
companies
Firm commitment underwriting - correct answer ✔Principal, no escrow
Best efforts - correct answer ✔Agent, escrow
The minimum equity requirement for a portfolio margin account that will trade
unlisted derivatives is: - correct answer ✔5000000
Rule 101 - correct answer ✔Covers bids and purchases by distribution
participants; underwriters and selling group members. Has restricted period
Reg m - correct answer ✔To prevent manipulative conduct by persons that
have interest I. The outcome of an offering
Rule 102 - correct answer ✔Covers bids and purchases by the issuer and
shareholders. Has restriction period
