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e-CFR data is current as of September 17, 2020

Title 17Chapter IIPart 239 → Subpart B


Title 17: Commodity and Securities Exchanges
PART 239—FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933


Subpart B—Forms Pertaining to Exemptions


Contents
§239.90   Form 1-A, offering statement under Regulation A.
§239.91   Form 1-K.
§239.92   Form 1-SA.
§239.93   Form 1-U.
§239.94   Form 1-Z.
§§239.95-239.143   [Reserved]
§239.144   Form 144, for notice of proposed sale of securities pursuant to §230.144 of this chapter.
§§239.145-239.199   [Reserved]
§239.200   Form 1-E, notification under Regulation E.
§239.201   Form 2-E, report of sales pursuant to Rule 609 of Regulation E.
§§239.202-239.300   [Reserved]
§239.500   Form D, notice of sales of securities under Regulation D and section 4(a)(5) of the Securities Act of 1933.
§239.701   [Reserved]
§239.800   Form CB, report of sales of securities in connection with an exchange offer or a rights offering.
§239.900   Form C.

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§239.90   Form 1-A, offering statement under Regulation A.

This form shall be used for filing under Regulation A (§§230.251-230.263 of this chapter).

[57 FR 36476, Aug. 13, 1992]

Editorial Note: For Federal Register citations affecting Form 1-A, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§239.91   Form 1-K.

This form shall be used for filing annual reports under Regulation A (§§230.251-230.263 of this chapter).

[80 FR 21915, Apr. 20, 1015]

Editorial Note: For Federal Register citations affecting Form 1-K, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§239.92   Form 1-SA.

This form shall be used for filing semiannual reports under Regulation A (§§230.251-230.263 of this chapter).

[80 FR 21917, Apr. 20, 2015]

Editorial Note: For Federal Register citations affecting Form 1-SA, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§239.93   Form 1-U.

This form shall be used for filing current reports under Regulation A (§§230.251-230.263 of this chapter).

[80 FR 21918, Apr. 20, 2015]

Editorial Note: For Federal Register citations affecting Form 1-U, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§239.94   Form 1-Z.

This form shall be used to file an exit report under Regulation A (§§230.251-230.263 of this chapter).

[80 FR 21922, Apr. 20, 2015]

Editorial Note: For Federal Register citations affecting Form 1-Z, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§§239.95-239.143   [Reserved]

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§239.144   Form 144, for notice of proposed sale of securities pursuant to §230.144 of this chapter.

(a) Except as indicated in paragraph (b) of this section, this form shall be filed in triplicate with the Commission at its principal office in Washington, DC, by each person who intends to sell securities in reliance upon §230.144 of this chapter and shall be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of a sale of securities.

(b) This form need not be filed if the amount of securities to be sold during any period of three months does not exceed 5,000 shares or other units and the aggregate sale price does not exceed $50,000.

(c) Under sections 2(11), 4(1), 4(2), 4(4) and 19(a) of the Securities Act of 1933 (17 CFR 230) and Rule 144 thereunder, the Commission is authorized to solicit the information required to be supplied by this form by persons desiring to sell unregistered securities. Disclosure of the information specified in this form is mandatory before processing notices of proposed sale of securities under §230.144 of this chapter. The information will be used for the primary purpose of disclosing the proposed sale of unregistered securities by persons deemed not to be engaged in the distribution of securities. This notice will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public. Because of the public nature of the information, the Commission can utilize it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. Failure to disclose the information requested by Form 144 would make an exception under §230.144 of this chapter unavailable and may result in civil or criminal action for violations of the Federal securities laws.

[37 FR 4329, Mar. 2, 1972, as amended at 40 FR 55319, Nov. 28, 1975; 43 FR 5423, Nov. 21, 1978; 62 FR 35340, July 1, 1997; 68 FR 25799, May 13, 2003; 72 FR 71571, Dec. 17, 2007]

Editorial Note: For Federal Register citations affecting Form 144, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§§239.145-239.199   [Reserved]

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§239.200   Form 1-E, notification under Regulation E.

This form shall be used for notification pursuant to Rule 604 (§230.604 of this chapter) of Regulation E (§§230.601-230.610a of this chapter) by a small business investment company or business development company described in Rule 602 (§230.602 of this chapter).

(Secs 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and (c); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37))

[49 FR 35347, Sept. 7, 1984]

Editorial Note: For Federal Register citations affecting Form 1-E, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§239.201   Form 2-E, report of sales pursuant to Rule 609 of Regulation E.

This form shall be used for report of sales of securities under Regulation E (§§230.601-230.610a of this chapter) by a small business investment company described in Rule 602 (§230.602 of this chapter) as required by Rule 609 of Regulation E (§230.609 of this chapter).

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§§239.202-239.300   [Reserved]

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§239.500   Form D, notice of sales of securities under Regulation D and section 4(a)(5) of the Securities Act of 1933.

(a) When notice of sales on Form D must be filed. (1) An issuer offering or selling securities in reliance on §230.504 or §230.506 of this chapter or section 4(a)(5) of the Securities Act of 1933 must file with the Commission a notice of sales containing the information required by this form for each new offering of securities no later than 15 calendar days after the first sale of securities in the offering, unless the end of that period falls on a Saturday, Sunday or holiday, in which case the due date would be the first business day following.

(2) An issuer may file an amendment to a previously filed notice of sales on Form D at any time.

(3) An issuer must file an amendment to a previously filed notice of sales on Form D for an offering:

(i) To correct a material mistake of fact or error in the previously filed notice of sales on Form D, as soon as practicable after discovery of the mistake or error;

(ii) To reflect a change in the information provided in the previously filed notice of sales on Form D, as soon as practicable after the change, except that no amendment is required to reflect a change that occurs after the offering terminates or a change that occurs solely in the following information:

(A) The address or relationship to the issuer of a related person identified in response to Item 3 of the notice of sales on Form D;

(B) An issuer's revenues or aggregate net asset value;

(C) The minimum investment amount, if the change is an increase, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in a decrease of more than 10%;

(D) Any address or state(s) of solicitation shown in response to Item 12 of the notice of sales on Form D;

(E) The total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in an increase of more than 10%;

(F) The amount of securities sold in the offering or the amount remaining to be sold;

(G) The number of non-accredited investors who have invested in the offering, as long as the change does not increase the number to more than 35;

(H) The total number of investors who have invested in the offering;

(I) The amount of sales commissions, finders' fees or use of proceeds for payments to executive officers, directors or promoters, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on Form D, does not result in an increase of more than 10%; and

(iii) Annually, on or before the first anniversary of the filing of the notice of sales on Form D or the filing of the most recent amendment to the notice of sales on Form D, if the offering is continuing at that time.

(4) An issuer that files an amendment to a previously filed notice of sales on Form D must provide current information in response to all requirements of the notice of sales on Form D regardless of why the amendment is filed.

(b) How notice of sales on Form D must be filed and signed. (1) A notice of sales on Form D must be filed with the Commission in electronic format by means of the Commission's Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232).

(2) Every notice of sales on Form D must be signed by a person duly authorized by the issuer.

[73 FR 10626, Feb. 27, 2008, as amended at 76 FR 81806, Dec. 29, 2011; 81 FR 83553, Nov. 21, 2016]

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§239.701   [Reserved]

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§239.800   Form CB, report of sales of securities in connection with an exchange offer or a rights offering.

This Form is used to report sales of securities in connection with a rights offering in reliance upon §230.801 of this chapter and to report sales of securities in connection with an exchange offer or business combination in reliance upon §230.802 of this chapter.

[64 FR 61403, Nov. 10, 1999]

Editorial Note: For Federal Register citations affecting Form CB, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and at www.govinfo.gov.

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§239.900   Form C.

This form shall be used for filings under Regulation Crowdfunding (part 227 of this chapter).

[80 FR 71550, Nov. 16, 2015]

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