Series 63 practice questionmediumExempt Transaction—Offer vs Sale
Which of the following best describes the private placement exemption under the USA?
- AThe exemption is available only if no sales are made to more than 10 non-institutional clients in 12 months
- BThe exemption is available if the offer is made to no more than 10 non-institutional clients in 12 months regardless of the number of resulting sales✓ Correct answer
- CThe exemption is available only if all offers are accepted
- DThe exemption is available only if no sales are made to institutional investors
Explanation
Why B — The exemption is available if the offer is made to no more than 10 non-institutional clients in 12 months regardless of the number of resulting sales
The private placement exemption depends on the number of non-institutional offerees, not purchasers (USA 402(b)(9)). Sales to institutional investors do not affect the exemption.
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