Series 79: Exercise

Taken from our Series 79 Online Guide

Exercise

Next to each statement about free writing prospectuses, indicate each category of issuer to which the statement applies. Most items will have multiple correct answers.

(W)ell-known seasoned issuer

(S)easoned issuer

(U)nseasoned reporting issuer

(N)on-reporting issuer

1. _____ Can use FWPs before filing a registration statement.

2. _____ Can use FWPs only after filing a registration statement.

3. _____ FWPs must be accompanied or preceded by a preliminary prospectus.

4. _____ FWPs do not need to be accompanied or preceded by a preliminary prospectus.

5. _____ Electronic FWPs must contain a link to the preliminary prospectus.

6. _____ Electronic FWPs do not need to contain a link to the preliminary prospectus.

Answers: 1.W; 2.S,U,N; 3.U,N; 4.W,S; 5.U,N; 6.W,S

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SUMMARY TABLE

Free Writing Prospectuses

What is a Free Writing Prospectus?

Written communication that:

» Constitutes an offer to sell or solicitation to buy

» Is used after a registration statement is filed (for issuers other than WKSIs)

Types of Communications

Written or printed materials

Radio or television broadcasts

Graphic communication (e.g., electronic media)

Media stories (published or broadcast) if publisher or broadcaster is “in the business of” publishing or broadcasting and has not received compensation from issuer or offering participant

Written or electronic road show presentations

A live road show presentation to a live audience is not a free writing prospectus

Content Requirements