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Question 127.01

Question: A Section 3(a)(11) offering generally is public in nature. Are securities acquired in such an offering “restricted securities” under Rule 144(a)(3)?
Answer: No. [Nov. 26, 2008]

Question 127.02

Question: If an issuer plans to conduct an intrastate offering pursuant to the Section 3(a)(11) exemption, may the issuer engage in general advertising or a general solicitation?
Answer: There is no prohibition in Securities Act Rule 147 regarding general advertising or general solicitation. Any such general advertising or solicitation, however, must be conducted in a manner consistent with the requirement that offers made in reliance on Section 3(a)(11) and Rule 147 be made only to persons resident within the state or territory of which the issuer is a resident. [Nov. 26, 2008]

This is a work of the U.S. Government

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