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Exempt Securities - § 3
Registration Burden Apply to TRANSACTION form, to any underlying security otherwise not
Apply to SECURITIES themselves,
Exemptions of
regardless of the transaction's form.
excluded.
proving
Under '33 Act that an - Market Trading Exemption 4(a)(1) (non-issuer, underwriter, or dealer)
exemption -Government securities - Non-public Offering 4(a)(2)
Even if exempted from
registration a security is is - Short-term commercial paper - Unsolicited Broker's Transaction 4(4)
NOT exempted from the avaliable - Securities issued by banks Exempt from PROSPECTUS REQ. if execute customer's order
falls on - Insurance policies issued by - Intrastate Offerings 3(a)(11)
anti-fraud provisions 17(a) &
17(b) & 12(a)(2). the STATE-REG insurance companies - Crowdfunding 4(a)(6)
& 10b-5. ISSUER - Qualified employee pension plans - NEW 4(a)(7) - Resales of Accredited Investors.
-Certificates by bankruptcy trustees - Reg D. Small Offering - Reg A. Small Offering
-Securities of Not-For-Profit Issuers - Employee Offering, Rule 701
4(a)(5) Sales only to Accredited Investors. 4(a)(2) Issuer " Non-Public Offering" [no application to
resales; ISSUER ONLY]
Accredited Investor:
Lare institutional business. Banks, insurance, Investors must be able to "fend for themselves" Ralston Exchange of Securities with
etc. ; OR Purina. Quality of investor important. WEalth alone not Existing Holders [no application to
Wealthy people. enough, sophistication stuff. resales; ISSUER ONLY]
Wealth: 200k single income/ 300k spouse Basics 3(a)(9) -> Allows reclassifications of
income (for past 2 years + expected continuity) Must consider (1) relationship between issuer and offeree; (2) stock without registration change.
OR > $1 million net worth nature, scope, size, type & manner of offering.
On exempts exhange with existing
Major Limitation. Cannot exceed $5 million per "Key Employee" holders; if the new security is also to
Only to be sold at large must be registered or
transaction. Offering -> must have
Institutional otherwise exempted.
access to kind of 4(a)(2) to QIBS. Buyers?
information available ->
in a registration
Beware: If
statement (ie no
convertible
offerings to janitor ->
securities are
public).
issued under
this, it may be
Unlike Rule 701
considered a
PROMOTERS are
public offerimg.
COOL.