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Exemptions in the Post-Effective Period

Exemptions in the Post-Effective Period. Shelf Registration. Smartway (Hypothetical 11, Scenario 5). $250 million of convertible bonds on a delayed basis over the next two years – bonds can be converted into 1 share of voting common – bonds’ term is 10 years. $80 / share. Shelf Registration.

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Exemptions in the Post-Effective Period

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  1. Exemptions in thePost-Effective Period

  2. Shelf Registration • Smartway (Hypothetical 11, Scenario 5) • $250 million of convertible bonds on a delayed basis over the next two years • – bonds can be converted into 1 share of voting common • – bonds’ term is 10 years $80 / share

  3. Shelf Registration • Sale – Section 2(a)(3) • The term "sale" or "sell" shall include every contract of sale or disposition of a security or interest in a security, for value. The term "offer to sell", "offer for sale", or "offer" shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. ...The issue … of a right or privilege, when originally issued … with a security, giving the holder of such security to right to convert such security into another security of the same issuer ... which right cannot be exercised until some future date, shall not be deemed to be an offer or sale of such other security

  4. Shelf Registration • Rule 415(a)(1) • The registration statement pertains only to: • (i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant ... ; • (iv) Securities which are to be issued upon conversion of other outstanding securities; • (viii) Securities which are to be issued in connection with business combination transactions; • (ix) Securities the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days. ... • (x) Securities registered (or qualified to be registered) on Form S-3 … which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the registrant issued upon conversion

  5. Shelf Registration • Smartway (Hypothetical 11, Scenario 6) Many Smartway officers purchased “restricted” shares prior to Smartway’s IPO. The shares are “restricted” because the securities laws prohibits the officers from freely reselling them into the public markets absent a registration statement. Can the officers use a shelf registration for these shares covering a ten-year period? $80 / share

  6. Shelf Registration • Rule 415(a)(1) • The registration statement pertains only to: • (i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant ... ; • (iv) Securities which are to be issued upon conversion of other outstanding securities; • (viii) Securities which are to be issued in connection with business combination transactions; • (ix) Securities the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days. ... • (x) Securities registered (or qualified to be registered) on Form S-3 … which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the registrant behalf of a person or persons other than the registrant

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