SIE practice questionhardShelf Registration — Rule 415
Under SEC Rule 415 (shelf registration), a well-known seasoned issuer (WKSI) may:
- ARegister securities and sell them in portions over time, up to three years, without re-registering✓ Correct answer
- BIssue securities without providing a prospectus to investors
- CAvoid filing any registration statement with the SEC
- DSell restricted securities without any holding period
Explanation
Why A — Register securities and sell them in portions over time, up to three years, without re-registering
Shelf registration under Rule 415 allows an issuer to register a large amount of securities and then sell them in portions ('off the shelf') over a period of up to three years. This provides flexibility to time market conditions. WKSIs (large, established public companies) receive the most streamlined process — they can file automatically effective shelf registrations. A prospectus supplement is required for each takedown. The issuer must still file a registration statement and provide disclosure.
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