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Series 79 Exam Review Questions with Correct Answers
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TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD OWNER: EMILLYCHARLOTTE COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED FIRST PUBLISHED: SEPTEMBER 2024 3/32 NOTE: Schedule TO filed by ACQUIRER vs. Schedule 14-D9 filed by TARGET Schedule 13D - ️️ Correct-Required for anyo...

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  • September 25, 2024
  • 32
  • 2024/2025
  • Exam (elaborations)
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TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024

Series 79 Exam Review Questions with
Correct Answers


A person who has not been registered for the past three years has now become newly

registered with another broker-dealer. With regard to Regulatory Element, this

representative... - ✔️✔️Correct-1) Must take the appropriate module as if subject the

program for the first time

2) Must complete the Regulatory Element within a 120-day period that begins with the

second anniversary of their registration




NOTE:

- have to re-do if you have left the securities industry for more than 2 YEARS

- the program is completed 120 days after the second anniversary after initial

registration but THREE YEARS thereafter

At what point during the sale process does the financing provider typically commit to the

final staple terms and conditions? - ✔️✔️Correct-During the second round of the sale

process, prior to submission of final bids.




1/32

,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
When is a Schedule 14-D9 supposed to be filed? - ✔️✔️Correct-Within 10 business days

of a Schedule TO Filing



-

Proxy statement - ✔️✔️Correct-In a one-step merger transaction, the target obtains

approval from its shareholders through a vote at a shareholder meeting - prior to the

vote, the target provides appropriate disclosure to the shareholders via a proxy

statement.



Contains a summary of the background/terms of the transaction, a description of the

financial analysis underlying the fairness opinions of the financial advisers, a copy of the

definitive agreement, and summary and pro forma financial data.



Proxy statement is filed with the SEC under the codes PREM14A and DEFM14A

Schedule TO - ✔️✔️Correct-Filing made after the acquirer mails an offer to purchase to

the target's shareholder's for a tender offer.



In response to the tender offer, the target files a Schedule 14D-9 within 10 business

days of commencement which contains a recommendation from the target's board of

directors on how to respond to the tender offer, typically includes a fairness opinion




2/32

,TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
NOTE: Schedule TO filed by ACQUIRER

vs. Schedule 14-D9 filed by TARGET

Schedule 13D - ✔️✔️Correct-Required for anyone who acquires more than 5% of a

voting class of a public company's common stock. In addition to acquirers, it may be

required of traders and arbitrageurs who participate in tenders for profit

Schedule 14(d) - ✔️✔️Correct-Required under the '33 Act, provides public information

about entities involved in tenders, other than the acquirer

Regulation A - ✔️✔️Correct-A public offering is EXEMPT from SEC registration if the

amount of securities offered does not exceed $5 million in any 12 month period



- permits shareholders to sell up to 1.5 million of securities - this sale counts against the

5 million total

- if you claim this exception you must file an offering statement with the SEC for review

(consists of notification, offering circular, and exhibits)



Advantages: financial statements are simpler & do not need to be audited, there are no

Exchange Act reporting obligations unless the company has more than $10mm in total

assets, Filing with the SEC is less expensive than with the normal process

Regulation A+ - ✔️✔️Correct-Two tiers of registration exempt offerings:

Tier 1: eligible issues may offer and sell up to $20mm of securities in a 12 month period

of which no more than $6mm may constitute secondary sales by security holders

3/32

, TITLE: EMILLYCHARLOTTE 2024/2025 ACADEMIC PERIOD
OWNER: EMILLYCHARLOTTE
COPYRIGHT STATEMENT: ©2024 EMILLYCHARLOTTE. ALL RIGHTS RESERVED
FIRST PUBLISHED: SEPTEMBER 2024
Tier 2: Issuers may offer and sell up to $50mm of securities in a 12 month period of

which no more than $15mm may constitute secondary sales by affiliates



Both must be accompanied by financial statements for the previous 2 fiscal years. Tier 2

must be audited and requires annual reports to be filed.

Rule 147 - ✔️✔️Correct-= Intrastate offering exemption

- Applies to companies that are incorporated in the state where the securities are to be

offered, carry out a significant amount of their business in that state (has principal office

located in state, derives 80% of gross revenues in past 6 months from state, has 80% of

assets located in that state, uses 80% of proceeds from offering to operate within state),

and offer and sell their securities only to residents of that state

Regulation D - ✔️✔️Correct-D FOR DEBT

Establishes three exemptions from registration for private placements of equity and debt

securities. Requires the issuing company to file a notice (Form D) with SEC within 15

days of the first sales of securities



- allows sales to an unlimited number of accredited investors and up to 35 non-

accredited investors

Accredited investor - ✔️✔️Correct-Includes:

- officers and directors of the issuer

- institutions with assets of $5mm and with have legitimate business purposes


4/32

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