Section 3.08.506. Notice filing procedures for transactions of federal covered securities not involving public offerings.

	(a)  An issuer offering a federal covered security in a transaction that is not a public offering for the purposes of 15 U.S.C. 77d(2) and 15 U.S.C. 77r(b)(4)(D) (secs. 4(a)(2) and 18(b)(4)(D) of the Securities Act of 1933) shall file with the administrator no later than 15 days after the first sale of that federal covered security in this state  
		(1) a notice on SEC Form D, including Part E and the Appendix, or on any successor form adopted by the SEC; and  
		(2) a nonrefundable notice filing fee as provided in 3 AAC 08.920(a)(3).  
	(b)  A notice filing under this section is effective  
		(1) only if the administrator receives each item required by (a) of this section; and  
		(2) on the date that the administrator receives the last of the items required by (a) of this section.  
	(c)  After receipt of the items required (a) of this section, the administrator will issue a certificate of notice as of the date of receipt of those items. Sales may occur before the effective date of the notice filing under this section.  
	(d)  A notice filing under this section is valid for one year from the effective date established under (b) of this section. To renew a notice, the issuer must submit the items required by (a) of this section, as if the issuer were making an initial filing. The administrator will not accept a renewal earlier than 60 days before the expiration date of the filing.  
	(e)  To qualify as a federal covered security under AS 45.55.075, offers and sales under this section must satisfy all the terms and conditions of this section and 17 C.F.R. 230.506.  
	(f)  Notwithstanding (a) of this section, an issuer may choose to claim an available exemption under AS 45.55.900 even if the issuer has filed an SEC Form D with the SEC. However, securities offered under an available exemption under AS 45.55.900 will not be considered federal covered securities.  

Authorities

45.55.075;45.55.950

Notes

Reference

3 AAC 08.510

Authority

AS 45.55.075 AS 45.55.950

History

Eff. 5/24/84, Register 90; am 4/19/2000, Register 154; am 1/17/2016, Register 217