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Section 172. Rule 173 — Notice of Registration
us SEC - C&DI - Securities Act Rules
Question 172.01
Question: Rule 173 requires that each underwriter or dealer participating in a registered offering must provide to each of its purchasers a copy of the final prospectus or, in lieu of the final prospectus, a notice that the sale was made pursuant to a registration statement, within two business days following the “completion of such sale.” In the context of Rule 173, does “completion of such sale” mean the date of settlement?
Answer: Yes. For purposes of Rule 173, “completion of such sale” means the date of settlement. The date of sale under Securities Act Section 2(a)(3) may be earlier than the date of the “completion of such sale.” [Jan. 26, 2009]
Question 172.02
Question: Must an issuer, underwriter or dealer that intends to deliver a Rule 173 notice in lieu of a final prospectus ensure that the notice is received by the purchaser within two business days in order to comply with the Rule 173 requirement to “provide” the Rule 173 notice “not later than two business days following the completion of such sale?”
Answer: No. The requirement to “provide” the Rule 173 notice requires that the notice be sent, not necessarily received, within two business days. [Jan. 26, 2009]
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