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Series 79: Underwriting & New Financing
Series 79 practice questionmediumLock-Up Agreements

A company completed its IPO 120 days ago at $35 per share. The stock now trades at $52. The CEO contacts the lead underwriter requesting an early release from the 180-day lock-up to sell 500,000 shares for estate planning purposes. What regulatory requirement applies?

  1. ANo regulatory requirements apply because lock-ups are purely private contracts
  2. BThe CEO must wait until the full 180 days have passed regardless of circumstances
  3. CThe SEC must approve the early release through a no-action letter
  4. DFINRA generally requires notice and a public announcement at least two business days before the release✓ Correct answer
Explanation

Why DFINRA generally requires notice and a public announcement at least two business days before the release

Rule 5131(d)(2)(B) imposes a two-business-day announcement requirement for covered releases or waivers. The transfer exceptions do not fit a CEO sale for estate planning.

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