Series 24 Total
Green Shoe Provision - correct answer ✔Can sell up to 15% overallotment.
Must be in prospectus. Firm commitment underwriting only.
Settlement for syndicates in an offering is? - correct answer ✔90 days
When do firms file registration statement with Finra? - correct answer ✔3
business days after filing with SEC. If not filing with SEC, atleast 15 business
days prior to first sale.
Managing underwriters file what form with SEC for registration? - correct
answer ✔S-1
Prospectus effective dates? - correct answer ✔IPO (NYSE) -25 days, IPO
(OTC) - 45 days, APO(NYSE) doesn't need prospectus, APO (OT) - 45 days.
Shelf registartion form and timeframe - correct answer ✔File S-3 and good
for 3 years.
WKSI definition - correct answer ✔$700 million non affiliate float or $1 billion
in non-convertible debt.
Seasoned Issuer - correct answer ✔minimum public float of $75 million
Fairness Opinion disclosure of previous relationship - correct answer
✔disclose relationship that runsback to prior 2 years
,Standby Purchaser - correct answer ✔UW can purchase issuing security and
then must hold for 3 months after purchase in investment account.
PIPES - correct answer ✔private investment in oublic company, done by
QIBs. Private investment in public equity (PIPE) is when an institutional or an
accredited investor buys stock directly from a public company below market
price.
Rule 147 - Interstate Offering - correct answer ✔80% rule - Sale of securities
in one state, 80% of Issuer assets and business must derive from that 1 state
Reg A + Tier 1 - correct answer ✔Sale cant be over $20 million over 12
month period, no investment limits. Open to all.
Reg A + Tier 2 - correct answer ✔Sale cant be over $50 million over 12
month period, max investment cant be over 10% of net worth or net
income.Tier 2 purchasers must be accredited.
Reg D - correct answer ✔All Reg D offerings must file Form D and private
placment memorandum within 15 days to FINRA.
506 (b) - correct answer ✔no advertising and 35 non accredited investors
506 (c.) - correct answer ✔advertising allowed, no accredited investors
Rule 504 Reg D - correct answer ✔Cant raise over $5million.
Rule 144 - correct answer ✔Control: 6 month holding, volume sale limits
after, non-control: 6 month holding, no volume sale limits after. Cant solicit
,buyers unless customer expressed interest in prior 10 business days ,
member firm expressed interest in prior 60 calender days.\
Rule 144 Volume Limits - correct answer ✔1% of outstanding stock or 4
week ATV
Rule 144 (a) - correct answer ✔Sale of restricted stock by QIB. AUM of
$100million, can buy unregistered foreign and domestic stock.
Reg S - correct answer ✔sale of securities to forign individuals/ USA
individuals living abroad. Restricted 12 month holding period.
Rule 145 - correct answer ✔Exempot from registering securities as result of
reclassification of securities, stock dividend/split and changes in par value.
Not exempt mergers and acquisitions. Merger and acquisitions require filing of
S-4 by aquiring firm.
8k - correct answer ✔filed for reportable events, filed within 4 days, audited
10K - correct answer ✔filed anually, filed within 90 days, audited
10Q - correct answer ✔filed quarterly, filed within 45 days, not audited
13D Report - correct answer ✔For individuals, filed if owns over 5% of
issuer's stock. Notification to SC, exchnage and Issuer's BOD. Nortify within
10 business days. Must count all securities positions quarterly
, 13G Report - correct answer ✔For Institutions, filed if owns over 5% of
issuer's stock. Notification to SC, exchnage and Issuer's BOD. Nortify within
10 business days
Tender Offers - correct answer ✔open for 20 days, chnages in tender offer
extend for additional 10 days. No short tender
Securities Act 1934 - correct answer ✔Issuer can only buy tehir own security
on secondary market through 1DMM and only up to 25% of ADTV. Cant be
first tarde or in last 30 minutes. Cant purchase higehr than highest
independent bid/ last sale price.
Passive Market Maker - correct answer ✔Only unsolicited orders, A firm's
net daily purchases are limited to 30% ADTV for PMM durring restricted
period. Only time passive bid can be higher than independent bid is when part
of customer's limit order
BD wants to self underwrite - correct answer ✔BD must hire independent
underwriter to determine POP, independent underwriter must have been in
business/ underwriting for 5 years.
Hart-Scott-Rodino - correct answer ✔Provides FTC and Dept of Justice on
mergers and acquisitions, notify 30 days, waiting period after filing, must
report transaction if over $80.8 million
SOX - correct answer ✔CEO and CFO must sign off on financial reports,
must review internal controls of prior 90 days. Attesting to stock ownership by
officers is done by filing form 3 and done within 10 days prior to being officer.
Subseuqnt chnages made via form 4 and filed within 2 business days.
Green Shoe Provision - correct answer ✔Can sell up to 15% overallotment.
Must be in prospectus. Firm commitment underwriting only.
Settlement for syndicates in an offering is? - correct answer ✔90 days
When do firms file registration statement with Finra? - correct answer ✔3
business days after filing with SEC. If not filing with SEC, atleast 15 business
days prior to first sale.
Managing underwriters file what form with SEC for registration? - correct
answer ✔S-1
Prospectus effective dates? - correct answer ✔IPO (NYSE) -25 days, IPO
(OTC) - 45 days, APO(NYSE) doesn't need prospectus, APO (OT) - 45 days.
Shelf registartion form and timeframe - correct answer ✔File S-3 and good
for 3 years.
WKSI definition - correct answer ✔$700 million non affiliate float or $1 billion
in non-convertible debt.
Seasoned Issuer - correct answer ✔minimum public float of $75 million
Fairness Opinion disclosure of previous relationship - correct answer
✔disclose relationship that runsback to prior 2 years
,Standby Purchaser - correct answer ✔UW can purchase issuing security and
then must hold for 3 months after purchase in investment account.
PIPES - correct answer ✔private investment in oublic company, done by
QIBs. Private investment in public equity (PIPE) is when an institutional or an
accredited investor buys stock directly from a public company below market
price.
Rule 147 - Interstate Offering - correct answer ✔80% rule - Sale of securities
in one state, 80% of Issuer assets and business must derive from that 1 state
Reg A + Tier 1 - correct answer ✔Sale cant be over $20 million over 12
month period, no investment limits. Open to all.
Reg A + Tier 2 - correct answer ✔Sale cant be over $50 million over 12
month period, max investment cant be over 10% of net worth or net
income.Tier 2 purchasers must be accredited.
Reg D - correct answer ✔All Reg D offerings must file Form D and private
placment memorandum within 15 days to FINRA.
506 (b) - correct answer ✔no advertising and 35 non accredited investors
506 (c.) - correct answer ✔advertising allowed, no accredited investors
Rule 504 Reg D - correct answer ✔Cant raise over $5million.
Rule 144 - correct answer ✔Control: 6 month holding, volume sale limits
after, non-control: 6 month holding, no volume sale limits after. Cant solicit
,buyers unless customer expressed interest in prior 10 business days ,
member firm expressed interest in prior 60 calender days.\
Rule 144 Volume Limits - correct answer ✔1% of outstanding stock or 4
week ATV
Rule 144 (a) - correct answer ✔Sale of restricted stock by QIB. AUM of
$100million, can buy unregistered foreign and domestic stock.
Reg S - correct answer ✔sale of securities to forign individuals/ USA
individuals living abroad. Restricted 12 month holding period.
Rule 145 - correct answer ✔Exempot from registering securities as result of
reclassification of securities, stock dividend/split and changes in par value.
Not exempt mergers and acquisitions. Merger and acquisitions require filing of
S-4 by aquiring firm.
8k - correct answer ✔filed for reportable events, filed within 4 days, audited
10K - correct answer ✔filed anually, filed within 90 days, audited
10Q - correct answer ✔filed quarterly, filed within 45 days, not audited
13D Report - correct answer ✔For individuals, filed if owns over 5% of
issuer's stock. Notification to SC, exchnage and Issuer's BOD. Nortify within
10 business days. Must count all securities positions quarterly
, 13G Report - correct answer ✔For Institutions, filed if owns over 5% of
issuer's stock. Notification to SC, exchnage and Issuer's BOD. Nortify within
10 business days
Tender Offers - correct answer ✔open for 20 days, chnages in tender offer
extend for additional 10 days. No short tender
Securities Act 1934 - correct answer ✔Issuer can only buy tehir own security
on secondary market through 1DMM and only up to 25% of ADTV. Cant be
first tarde or in last 30 minutes. Cant purchase higehr than highest
independent bid/ last sale price.
Passive Market Maker - correct answer ✔Only unsolicited orders, A firm's
net daily purchases are limited to 30% ADTV for PMM durring restricted
period. Only time passive bid can be higher than independent bid is when part
of customer's limit order
BD wants to self underwrite - correct answer ✔BD must hire independent
underwriter to determine POP, independent underwriter must have been in
business/ underwriting for 5 years.
Hart-Scott-Rodino - correct answer ✔Provides FTC and Dept of Justice on
mergers and acquisitions, notify 30 days, waiting period after filing, must
report transaction if over $80.8 million
SOX - correct answer ✔CEO and CFO must sign off on financial reports,
must review internal controls of prior 90 days. Attesting to stock ownership by
officers is done by filing form 3 and done within 10 days prior to being officer.
Subseuqnt chnages made via form 4 and filed within 2 business days.
