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SIE: Capital Markets & Offerings
SIE practice questioneasyRegulation D

Under Regulation D, what is a defining characteristic of a private placement?

  1. AIt involves securities traded only on exchanges.
  2. BIt is an exempt transaction, not requiring SEC registration.✓ Correct answer
  3. CIt must be offered to the general public.
  4. DIt involves only government-issued securities.
Explanation

Why BIt is an exempt transaction, not requiring SEC registration.

Regulation D provides an exemption from SEC registration for private placements. B, C, and D are not defining features of private placements.

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