SIE practice questionmediumRegulation D — Private Placements
Regulation D provides exemptions from SEC registration for:
- ASecurities traded on the Nasdaq exchange
- BAll municipal securities offerings
- CAll offerings under $50 million
- DPrivate placements of securities to a limited number of or qualified investors✓ Correct answer
Explanation
Why D — Private placements of securities to a limited number of or qualified investors
Regulation D provides exemptions from SEC registration for private placements — offerings sold to a limited number of investors or to accredited investors (those meeting income or net worth thresholds). Reg D includes Rules 504, 506(b), and 506(c). Municipal securities are exempt under a different provision (Section 3(a)(2)). Reg D does not apply to exchange-listed securities. The securities sold under Reg D are 'restricted securities' with limited resale ability.
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