Series 79

Front 1

Securities Act of 1933

Back 1

Focuses on registration and sale of securities

Front 2

Securities Exchange Act of 1934

Back 2

Focuses on regulation of transactions in the secondary markets (anti-manipulation), B/D registration, and oversight of self-regulatory organizations (SROs)

Front 3

SEC Rule 10b-18

Back 3

Controls how and issuer can buy its own stock in the secondary market.
1. Use one B/D per trading session
2. No purchases first of day, or last 30 mins (10 mins if actively traded)
3. No price higher than highest independent bid or last independent transaction price
4. Max volume of 25% ADTV, unless block trade
i) Value > $200,000
ii) > 5,000 shares for > $50,000
iii) 20 round lots > 150% ADTV

Front 4

NYSE Rule 77

Back 4

A member of the floor can't:
1. Buy/sell 'on stop' at or below market
2. Buy/sell at the close
3. Buy/sell dividends
4. Bet on the course of the market
5. Buy or sell privileges to recieve securities

Front 5

Suspicious Activity Report (SAR)

Back 5

aka. FinCEN Form 101. Filed if transaction involves > $5,000 and is suspicious, and must be filed within 30 days of activity discovery

Front 6

Regulation FD

Back 6

Bars issuers from disclosing MNPI to B/D employees, shareholders, etc. If done intentionally must disclose to public immediately. If accidental, issuers have 24 hours to disclose by 8-K or other broad public method

Front 7

Schedule 13D

Back 7

What someone files if they acquire greater than 5% of a company's equity, and must notify issuer and SEC within 10 days

Front 8

Schedule 13G

Back 8

Same as 13D but normally for institutional investors with no intent to influence issuer

Front 9

Schedule 13F

Back 9

Quarterly filing for institutional investment managers with securities portfolios > $100 million

Front 10

Form S-1

Back 10

Registration statement for IPOs

Front 11

Form S-3

Back 11

Short-form registration statement for WKSIs used to file a shelf. Require > $75 million public float of voting and nonvoting common

Front 12

Form F-3

Back 12

Same as Form S-3 but for foreign issuers

Front 13

Form S-4

Back 13

Registration statement for securities issued in connection with a merger. A proxy also needs to be issued for shareholders to vote

Front 14

SEC Rule 14c-2

Back 14

Issuers must furnish a proxy to shareholders > 20 days before annual meeting (40 days before if done online)

Front 15

Preliminary Proxy

Back 15

Must be filed with SEC 10 days before definitive proxy is sent to shareholders unless electing BOD, accountants, or other minor shareholder proposals

Front 16

Schedule TO

Back 16

What someone files if they acquire greater than 5% of a company's equity, as soon as practical on commencement

Front 17

Rule 134

Back 17

Permits tombstones advertisements for issues

Front 18

Rule 135A

Back 18

Permits generic advertising on how investment companies work

Front 19

Regulation S-K

Back 19

Establishes guidelines for preparing projections and registration reports. The basis must be reasonable and the time frame must be appropriate. Must also disclose # of BOD meetings during fiscal year and the names of Directors who attended < 75%

Front 20

Regulation S-X

Back 20

Establishes the form, content, and requirements of financial statements

Front 21

Rule 137

Back 21

B/D can publish research reports for company when not acting as underwriter as long as issuer not a black check/shell/penny company in the last 3 years

Front 22

Rule 138

Back 22

B/D can publish research reports on non-equivalent securities (On Security A if underwriting Security B)

Front 23

Rule 139

Back 23

If issuer is a reporting company, B/D may publish research when acting as underwriter if underwriter is continuing regular coverage (no coverage initiation)

Front 24

Rule 147

Back 24

Exempt securities sold on an intrastate basis.
i) Company must be domiciled in the state with 80% of assets/revenues/issue proceeds coming from that state
ii) 100% of issue sales must be made to state residents
iii) Residents who buy can't sell out of state for 9 months

Front 25

Regulation A

Back 25

SEC regulation that exempts public issues < $5 million in 12 months from most registration requirements

Front 26

Section 4(2) Exemption

Back 26

Registration is not required for transactions that do not involve a public offering or public solicitation

Front 27

Section 4(6) Exemption

Back 27

Registration is exempt for transactions < 5 million and sold only to accredited investors

Front 28

Regulation D

Back 28

SEC rules concerning private placements and defining related concepts like accredited investors

Front 29

Rule 504 (Reg D)

Back 29

Exempts offerings less than $1 million in any 12 month period, does not require disclosure, and unlimited purchasers

Front 30

Rule 505 (Reg D)

Back 30

Exempts offerings up to $5 million in any 12 month period to an unlimited number of accredited investors

Front 31

Accredited Investor

Back 31

Has net worth > $1 million, or has had an annual income of $200,000 or more in last two years ($300,000 with a spouse)

Front 32

Rule 506 (Reg D)

Back 32

Allows private placement of unlimited amount of securities (accredited and sophisticated)

Front 33

Rule 144A

Back 33

Exemption for purchase of restricted securities by QIBs (need > $100 million in securities)

Front 34

Regulation S

Back 34

Offshore offerings by US issuers exempt from registration as long as no offers made to US investors (debt may be resold into US after 40 days, and equity after 1 year)

Front 35

SEC Rule 14e-3

Back 35

Prohibits trading of MNPI regarding a tender offer

Front 36

SEC Rule 14d-9

Back 36

Filed by certain individuals (issuer, other owners of company) that includes recommendations or solicitations related to a tender offer no later than 10 days from date of tender offer

Front 37

SEC Rule 14e-5

Back 37

Persons engaged in a tender offer may not purchase common stock or convertible securities when the tender is open. Tendering stock one does not own is also prohibited

Front 38

SEC Rule 14e-1

Back 38

A person may not extend length of a tender unless they issue a notice of extension through press release no later than 9:00am ET on next business day after schedule expiration

Front 39

SEC Rule 14e-2

Back 39

Subject company must recommend shareholders to accept/decline, no opinion, or can't opine

Front 40

SEC Rule 14d-10

Back 40

A bidder must treat all shareholders (retail and institutional) equally with the same tender prices and time period

Front 41

Rule 145

Back 41

Securities offered as a result of business combinations (M&A) must be registered with the SEC (doesn't cover PE)

Front 42

Regulation M-A

Back 42

Relaxes disclosure rules related to tenders and M&A transactions

Front 43

Hart-Scott-Rodino Act

Back 43

Requires parties planning M&A to file notice with the FTC and Justice Department, with a subsequent 30 days holding period while waiting for approval. Required if:
i) One company has > $130.3 million in revenues/assets and the other at least $13 million
ii) Transaction is valued at more than $260.7 million