Series 7-Regulations Exam 2025
Questions and Answers
Rule 147 - ANSWER✔✔-the SEC rule that spells out requirements for the intrastare
exemption
-100% of issue bought by residents of that state
-9 months till issue can be made outside state
Private Placement - ANSWER✔✔-an exempt transaction under Regulation D that can
be sold without a prospectus to an unlimited number of wealthy investors, and limited
to a max of 35 poor investors
"Accredited Investor" - ANSWER✔✔-a purchaser of a private placement who has a net
worth of at least 1,000,000 or annual income of 200,000 for two years, an officer of
director of the issuer, or is an institution w/ 5M or more without purpose of investing
Offering Memorandum - ANSWER✔✔-also called Private Placement memorandum, the
disclosure document used in connection w/ a regulation D placement offering
COPYRIGHT © 2025 BY OLIVIA WEST, ALL RIGHTS RESERVED 1
, Regulation A - ANSWER✔✔-exempt transaction under the 1933 that permits a non-
exempt issuer to issue up to 5M worth of securities each year and remain exempt from
having to register the securities with the sec
Restricted Stock - ANSWER✔✔-stock usually issued directly to the officers or directors
of a corporation in a private placement, that has not been registered by the SEC
-Reg D, exempt
-resales must comply with Rule 144
Rule 144 - ANSWER✔✔-SEC rule that permits the holders of private placement
"restricted" shares to resell these securities in the public markets without filing a
registration statement if the issuer has gone public
-fully paid and held for 6 months
-filing is 9responsibility of seller , filed at or prior to the time that sell order is placed
Maximum Permitted Sal for Rule 144 - ANSWER✔✔-Every 90 days Greater of:
-1% of outstanding shares
-weekly average of the immediately preceding 4 weeks trading volume
Controlled Stock - ANSWER✔✔-registered shares purchased in the open market by
officers and directors of the issuer
To sell 144 you need: - ANSWER✔✔--Issuers representation
COPYRIGHT © 2025 BY OLIVIA WEST, ALL RIGHTS RESERVED 2
Questions and Answers
Rule 147 - ANSWER✔✔-the SEC rule that spells out requirements for the intrastare
exemption
-100% of issue bought by residents of that state
-9 months till issue can be made outside state
Private Placement - ANSWER✔✔-an exempt transaction under Regulation D that can
be sold without a prospectus to an unlimited number of wealthy investors, and limited
to a max of 35 poor investors
"Accredited Investor" - ANSWER✔✔-a purchaser of a private placement who has a net
worth of at least 1,000,000 or annual income of 200,000 for two years, an officer of
director of the issuer, or is an institution w/ 5M or more without purpose of investing
Offering Memorandum - ANSWER✔✔-also called Private Placement memorandum, the
disclosure document used in connection w/ a regulation D placement offering
COPYRIGHT © 2025 BY OLIVIA WEST, ALL RIGHTS RESERVED 1
, Regulation A - ANSWER✔✔-exempt transaction under the 1933 that permits a non-
exempt issuer to issue up to 5M worth of securities each year and remain exempt from
having to register the securities with the sec
Restricted Stock - ANSWER✔✔-stock usually issued directly to the officers or directors
of a corporation in a private placement, that has not been registered by the SEC
-Reg D, exempt
-resales must comply with Rule 144
Rule 144 - ANSWER✔✔-SEC rule that permits the holders of private placement
"restricted" shares to resell these securities in the public markets without filing a
registration statement if the issuer has gone public
-fully paid and held for 6 months
-filing is 9responsibility of seller , filed at or prior to the time that sell order is placed
Maximum Permitted Sal for Rule 144 - ANSWER✔✔-Every 90 days Greater of:
-1% of outstanding shares
-weekly average of the immediately preceding 4 weeks trading volume
Controlled Stock - ANSWER✔✔-registered shares purchased in the open market by
officers and directors of the issuer
To sell 144 you need: - ANSWER✔✔--Issuers representation
COPYRIGHT © 2025 BY OLIVIA WEST, ALL RIGHTS RESERVED 2
