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Filing Procedures and Forms
SEC Rules and Regulations
Exemptions
144A
100
Known as the Electronic-Data Gathering Analysis and Retrieval system which became mandatory for all US domestic filer in 1996 and mandatory for all foreign private issuers in 2002.
What is EDGAR?
100
This issue must have at least a $700 million equity float or have issued $1 billion in SEC registered debt securities in the last three years.
What is a well-known seasoned issuer or WKSI?
100
Issuers relying on this exemption may sell an unlimited number of "accredited investors".
What is Regulation D?
100
Rule 144A requires this information to be provided upon request by a subsequent purchaser of securities if the issuer is not a reporting company or 12g3-2(b) exempt.
What is a description of the issuer's business and BS and PL for last 2 years?
200
EDGAR users can find the forms of prospectuses and prospectus supplements that have been actually distributed to investors by looking up this filing.
What is a 424 filing.
200
This filing is required for foreign private issuers with registered securities within 4 months of the end of the issuer's financial year end.
What is a Form 20-F?
200
Issuers issuing new securities in exchange for their own outstanding securities may use this exemption provided no other compensation is provided to holders or to agents.
What is 3(a)(9)?
200
This Section of the Securities Act specifically excludes 144A securities from state securities law regulations or "blue sky laws".
What is Section 18?
300
This number is required by an issuer in order to file with the SEC.
What is a CIK code.
300
Investors should look here to determine whether an issuer is a WKSI or not.
What is the cover page of the Form 10-K or Form 20-F?
300
This "dealer exemption" requires dealers to deliver a prospectus to purchasers for 40 days after certain offerings such as IPOs.
What is 4(3)?
300
This period is the earliest that 144A securities may be freely resold after the offering for SEC registrants.
What is 6 months? 12 months for non-SEC registrants.
400
This 33 Act form is used by foreign private issuers for exchange offers and business combinations.
What is Form F-4?
400
The SEC permits issuers to file financial statements prepared on the basis of the following two accounting standards.
What is US GAAP and IFRS as issued under the International Accounting Standards Board (‘IASB’)?
400
Affiliates may sell shares without registration pursuant to volume limitations under this Rule -- otherwise known as the "dribble-out" limitations.
What is Rule 144?
400
Known as 'underwriters' in SEC registered transactions, this is the term used in 144A purchase agreements to avoid the implication that Section 11 and Section 12 liability attaches to the investment banks selling the securities.
What are "initial purchasers"?
500
SEC filings must be made by this Eastern Standard Time so as to be timely on a given date.
What is 5:30 pm EST?
500
This form of road show presentation does not constitute a written communication and therefore does not require filing of a free writing prospectus.
What is a live road show presentation?
500
This exemption is the predecessor to Rule 144A -- and is used today in block trades for which 144A is not available.
What is 4 1 (1/2)?
500
Securities that a fungible with these kinds of securities are not eligible for the Rule 144A resale exemption.
What are securities listed on US national exchange?