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42 Cards in this Set
- Front
- Back
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Securities issued under reg D exemption are classified as _______ securities. |
Restricted securities |
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Define public securities offering. |
The securities issued placed with the public by an investment bank (underwriter). |
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In the after market, a prospectus must be provided for _____ days following a non-exchange follow-on offering. |
40 days |
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What is a secondary offering? |
A registered offering of a large block of stock that has been previously issued to the public. |
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Who applies for cusip number on a new municipal bond? |
The underwriter |
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Define restricted security. |
The security acquired directly, or indirectly from the issuer or an affiliate, and not from a public offering. |
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For how long must a prospectus be made available in the secondary market for an exchange listed IPO? |
25 days |
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How is the total spread calculated? |
Total spread = managers fee + underwriters fee + selling concession |
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Name the 3 components of the spread for a bond offering. |
Managers fee, additional take down, sales concession |
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Reclassification, merger or consolidation activities and transfers of assets are regulated under what provision? |
Rule 145 |
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The private placement disclosure document is the ___________. |
Offering memorandum |
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T or F: Form 144 must be filed within 90 days of selling restricted or control stock. |
False. Form 144 must be filed concurrent with the placement of a sell order. |
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An offering of shares of the issuer and selling shareholders is a _________ offering. |
Combined primary/secondary offering |
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Rule 147 offerings may not be sold to an out of state investor for ____ months following the sale of the new issue. |
6 months |
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The final ______ ______ will not appear in a red herring. |
Offering price |
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What type of underwriting is canceled of a specified portion is not sold? |
Mini-max |
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For what offerings is there no aftermarket prospectus requirement? |
For follow on offerings of exchange listed stocks |
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What 2 types of offerings are issued in the primary market? |
IPOs and subsequent public offerings |
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What type of requirements apply to non exempt securities? |
Registration requirements |
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Under reg D private placement, ____ is the number of maximum non accredited investors allowed. |
35 |
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What must issuers have to qualify for rule 147 intrastate exemption? |
The principal must have its principal place of business in that state |
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In the sale of a new issue, what is the purpose for including a selling group? |
To increase the number of potential purchasers |
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Once form 144 is filed, owners have ____ days to sell their securities. |
90 |
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Underwriters operating under a best efforts agreement with an issuer are acting in a ________ capacity. |
Agency/broker |
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What is a combined offering? |
One in which the proceeds will be split between the issuing company and the selling shareholders. |
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Buy limit orders are placed _______ market price. |
Below |
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Orders to sell all exchange listed and over the counter equities must be marked ______ or ______. |
Long or short |
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What trades would be covered by the 5% policy? |
Secondary market trades is stocks, corporate bonds and treasuries |
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Describe a proceeds transaction. |
When a customer sells a security and uses the cash to buy another security |
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If a BD expects a seller to deliver the securities by the settlement date, how may the order ticket be marked? |
Long |
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If a trade is initiated by a customer, how is the order ticket marked? |
Unsolicited |
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Sell limit orders are placed _______ the market. |
Above |
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What is a narrow spread indicative of? |
Active trading |
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What are two ways order tickets can be marked when selling securities? |
Long - selling shares that are owned Short - selling stock that is being borrowed |
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Why would a trade have "when issued" settlement? |
Most likely because it's a primary market new issue trade and the certificates have yet to be created. |
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T or F: Restricted stock will not be transferred by the transfer agent unless the legend is removed. |
True |
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Restricted stock may not be sold until the ________ removes the legend. |
Transfer agent |
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_______ Is the settlement for cash transactions also referred to as cash trades or cash settlement. |
Same day |
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When will a cash trade settle for a municipal bond? |
Same day |
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Define NSCC |
National securities clearing corp |
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The _________ agreement describes the customer's pledging of securities as collateral to the BD. |
Hypothecation |
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A ______ _________ Is required to open an account for a partnership. |
Partnership agreement |
