Rule 144 - ✔️✔️how restricted/control stock can be sold to the public
Rule 144A - ✔️✔️allows QIBS to trade unregistered shares through PORTAL
intrastate offerings are... - ✔️✔️exempt transactions (rule 147)
Rule 147 - ✔️✔️intrastate offerings
1st market - ✔️✔️auction markets, trade listed securities on exchanges including NASDAQ
NASDAQ is - ✔️✔️part of 1st market, negotiated
2nd market - ✔️✔️negotiated, trades OTC, unlisted securites
3rd market - ✔️✔️trades OTC, listed securites
regulation NMS - ✔️✔️trade through rule, customers must get best available price
4th market - ✔️✔️direct otc trading between institutions using ECNS
MM xxxxx and customers xxxxx at bid - ✔️✔️buy, sell
MM xxxx and customers xxxx at ask - ✔️✔️sell, buy
private placements are.... - ✔️✔️sold under Reg D AND exempt
private placements can be offered to whom? - ✔️✔️35 non-accredited and unlimited accredited
,who regulates member activities by creating industry rules? - ✔️✔️FINRA, CBOE, MSRB (they are
SROs)
us gov and its agencies, municipal, bank, insurance company, common carrier, and money market
issues are... - ✔️✔️exempt securities
restricted stock is... - ✔️✔️unregistered
how is restricted stock acquired? - ✔️✔️through private offerings
when can restricted stock be resold in the secondary market? - ✔️✔️a minimum of 6 months
brokers act in an... - ✔️✔️agency capacity and earn a commission
dealers act in a... - ✔️✔️principal capacity
dealers charge a mark up on... - ✔️✔️puchases
dealers charge a mark down on... - ✔️✔️sales
when does stabilization occur? - ✔️✔️when managing U/W places a bid at or below the POP
During cooling off period, the U/W is prohibited from... - ✔️✔️advertising, making sales, and
accepting deposits
During the cooling off period, the U/W can... - ✔️✔️distribute red herring, publish tombstone ad,
accept indications of interest
What does the syndicated desk focus on? - ✔️✔️building an order book and allocating the stock
What are market makers? - ✔️✔️Dealers that are always ready to buy or sell securities at quoted
prices
, What is the OTC market? - ✔️✔️a negotiated market where unlisted securities are traded
What are securities exchanges? - ✔️✔️auctions markets where listed securities are bought and sold
What does the U/W agreement include? - ✔️✔️the required amount the issuer needs to raise, the
U/Ws fees and compensation used to determine the POP
How can the U/W share the responsibility of marketing and selling shares? - ✔️✔️Through a
syndicate and/or selling group
Who is liable for unsold shares at the end of the offering? - ✔️✔️syndicate members
Who is paid based on actual shares sold and has no liability for unsold shares? - ✔️✔️the selling
group
All new issues require a prospectus be delivered for up to how many days following the offering? -
✔️✔️90
regular way settlement - ✔️✔️T+2
treasury and options settlement - ✔️✔️T+1
Cash settlement - ✔️✔️same day
what does capitalization of a company include? - ✔️✔️Equity sold and amount of debt issued
What does the liquidation priority in bankruptcy state? - ✔️✔️creditors are always paid before
owners
What type of stock has no voting rights and is not entitled to receive dividends? - ✔️✔️Treasury
stock