Series 7 Exam Prep: Review the securities transactions that don’t need to be registered.
Jump to Key Moments
00:10 - Intro: Transactions Exempt From Registration
00:17 - Definition of Exempt Transactions
00:57 - Regulation D: Private Placements
2:12 - SEC Rule 504
2:41 - SEC Rule 506
3:18 - Offering Circular, Offering Memorandum
3:37 - PIPE Transactions: Private Investment in Public Equity
4:00 - SEC Rule 144 & Restricted Stock
4:53 - SEC Form 144
5:40 - De Minimis Exemption
6:50 - SEC Rule 144A
7:43 - Rule 147, Intrastate Offerings Exemption
8:20 - Regulation Crowdfunding
Virginia Brockwell, our Series 7 in-field expert, defines and reviews the various types of transactions exempt from registration. In this video, you’ll get an in-depth review of Regulation D and Private Placements, including:
Limit of Non-Accredited Investors
Who’s An Accredited Investors Under Rule 501
Offering Maximum Under Rule 504
The Lockup Agreement
Offerings Greater Than $10 Million Under Rule 506
Full Disclosure Requirements
Then, get an overview of PIPE transactions and how restricted stock can become an exempt transaction if it falls under Rule 144. SEC Rule 144 requirements are broken down, including:
The Lockup Requirements
The Holding Period
Filing Form 144 With the SEC
The Maximum Sale
Rule 144 Restricted Stock & Control Stock
The De Minimis Exemption
Control Stock
The Dribble Rule
For the Series 7 exam, it’s important you know the difference between Rule 144 and Rule 144A, because they are not the same. Rule 144A allows for transactions between qualified institutional buyers to be exempt from registration. These trades are performed on a platform called PORTAL.
Finally, you’ll see which transactions are exempt under Rule 147 and Regulation Crowdfunding (Regulation 147A).
This video is a part of A.D. Banker’s Series 7 Exam Prep offering. Our Series 7 On-Demand Video Library includes over 100 videos to help you review exam topics, work through practice questions, and ace your Series 7 Top-Off Exam. www.adbanker.com/pre-licensin...
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