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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumExempt Transaction—Offer vs Sale

Which of the following best describes the private placement exemption under the USA?

  1. AThe exemption is available only if no sales are made to more than 10 non-institutional clients in 12 months
  2. 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
  3. CThe exemption is available only if all offers are accepted
  4. DThe exemption is available only if no sales are made to institutional investors
Explanation

Why 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

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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