Question

An issuer has filed a registration statement in the state proposing to offer 500,000 shares in a combined primary and secondary distribution, consisting of 300,000 newly issued shares and another 200,000 shares being offered by the officers of the firm. Under Uniform State Law, the:_______.
a. 500,000 shares being sold is an issuer transaction.
b. 300,000 shares being sold is an issuer transaction and the 200,000 shares being sold is a non-issuer transaction.
c. 300,000 shares being sold is a non-issuer transaction and the 200,000 shares being sold is an issuer transaction.
d. 500,000 shares being sold is a non-issuer transaction.

Answer 1

Answer:

b. 300,000 shares being sold is an issuer transaction and the 200,000 shares being sold is a non-issuer transaction.

Explanation:

A non-issuer transaction is a transaction that does not directly benefit an issuer or it was not directly executed to benefit an issuer.

According to the Uniform State Law, an entity involved in the sales of certificates of interest, leases, mining titles among others is officially exempted from being labelled as an issuer. Hence, the entity (officers of the firm) in the question are non-issuer brokers.

Specifically, when the sales of stock are carried out by someone or an individual who is not a registered stockbroker, that individual officially becomes what is called 'a non-issuer broker-dealer'. The implication is that such a transaction is to be exempted from the registration requirements of the Security Exchange Commission.

In this question, since the issuer newly issued 300,000 shares while the remaining 200,000 in the proposed combination was offered by Officers of the firm - non-issuer broker-dealers. The Law states that it must be separated to show that 300,000 shares are sold in an issuer transaction (Primary) directly involving an official issuer while 200,000 shares are sold in a non-issuer transaction (Secondary).