Series 79 Rules and Regs

Rule 101

Distribution participants cannot bid/purchase during restricted period

Rule 102

Issuers and Selling Holders cannot bid/purchase`

Rule 103

Pasive market making exception for Nasdaq

Rule 104

Stablization - only legal manipulation. Bid at or below offering price

Rule 105

no short selling 5 business days before pricing

WKSI

$700M+ Public float or $1B+ non-convert debt in 3 years

Reg D 506(b)

Unlimited raise, up to 35 non-accredited, NO general soliciation

Reg D 506©

Unlimited Raise, general soliciation OK, ALL buyers must be verified accredited

Reg A+

$20M in 12 months. Tier 2: $75M in 12 months

Rule 144 Holding period

6 months (reporting issuers)/12 months (non-reporting)

Rule 144A

Resale to QIBS. No holding periodGr

Greenshoe

Up to 15% over-allotment optionL

Lock-up

Typically 180 days post-IPO

Rule 2241

Research analyst prohibition. IB cannot direct research contnet

Rule 5110

Corporate financing. Underwriting compensation review

Rule 5121

Conflicts of interest in public offeringsR

Rule 5130

IPO allocation restrictions - restricted persons cannot buy

Rule 5141

Fixed price offering -sell at stated POP until syndicate released

Rule 5150

Fairness opinion - disclosure of compensation and conflicts required

Rule 5190

Deal wires - notify FINRA of stablization, penalty bids

Rule 14d-10

All holders/best price rule - same price to all tendering shareholders

Rule 14e-1

Offer must remain open 20 business days. Any change → additional 10 days

Rule 14e-2

Target board must respond within 10 business days

Rule 14e-3

Insider tradigin prohibition in tender offers

Rule 13e-3

Going private transactions - enhanced disclosure

Rule 13e-4

Issuer self-tender offers