Section 4(a)(2) of the Securities Act of 1933
E271831
Section 4(a)(2) of the Securities Act of 1933 is the statutory exemption that permits issuers to offer and sell securities in private placements without registering them with the SEC, provided the transactions do not involve a public offering.
All labels observed (1)
| Label | Occurrences |
|---|---|
| Section 4(a)(2) of the Securities Act of 1933 canonical | 2 |
How this entity was disambiguated
This entity first appeared as the object of triple T2504791 — resolving that mention is where its identity was fixed. The disambiguator weighed these candidate entities and picked the highlighted one (or “None”, minting a new entity). This is how homonymy is resolved: the same surface form can point to different entities.
NED1
Entity disambiguation (via context triple)
gpt-5-mini-2025-08-07
Target entity: Section 4(a)(2) of the Securities Act of 1933 Context triple: [Rule 144A, legalBasis, Section 4(a)(2) of the Securities Act of 1933]
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A.
Section 10(b) of the Securities Exchange Act of 1934
Section 10(b) of the Securities Exchange Act of 1934 is a key U.S. federal securities law provision that broadly prohibits manipulative and deceptive practices in connection with the purchase or sale of securities.
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B.
U.S. Securities Act of 1933
The U.S. Securities Act of 1933 is a landmark federal law that established strict disclosure requirements for securities offerings to protect investors and restore confidence in financial markets after widespread abuses revealed by the stock market crash and ensuing economic crisis.
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C.
U.S. Securities Exchange Act of 1934
The U.S. Securities Exchange Act of 1934 is a landmark federal law that created the Securities and Exchange Commission (SEC) and established comprehensive regulation of secondary trading of securities in the United States to restore investor confidence and prevent market abuses.
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D.
Rule 144A
Rule 144A is a U.S. Securities and Exchange Commission safe harbor rule that facilitates the private resale of restricted and control securities to qualified institutional buyers, enhancing liquidity in the private capital markets.
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E.
Regulation A
Regulation A is a U.S. securities offering exemption that allows smaller companies to raise limited amounts of capital from the public with simplified registration and reporting requirements compared to a full SEC-registered offering.
- F. None of above. chosen
- G. Unsure - the case is ambiguous/there is not enough information to decide.
NED2
Entity disambiguation (via description)
gpt-5-mini-2025-08-07
Target entity: Section 4(a)(2) of the Securities Act of 1933 Target entity description: Section 4(a)(2) of the Securities Act of 1933 is the statutory exemption that permits issuers to offer and sell securities in private placements without registering them with the SEC, provided the transactions do not involve a public offering.
-
A.
Section 10(b) of the Securities Exchange Act of 1934
Section 10(b) of the Securities Exchange Act of 1934 is a key U.S. federal securities law provision that broadly prohibits manipulative and deceptive practices in connection with the purchase or sale of securities.
-
B.
U.S. Securities Act of 1933
The U.S. Securities Act of 1933 is a landmark federal law that established strict disclosure requirements for securities offerings to protect investors and restore confidence in financial markets after widespread abuses revealed by the stock market crash and ensuing economic crisis.
-
C.
U.S. Securities Exchange Act of 1934
The U.S. Securities Exchange Act of 1934 is a landmark federal law that created the Securities and Exchange Commission (SEC) and established comprehensive regulation of secondary trading of securities in the United States to restore investor confidence and prevent market abuses.
-
D.
Rule 144A
Rule 144A is a U.S. Securities and Exchange Commission safe harbor rule that facilitates the private resale of restricted and control securities to qualified institutional buyers, enhancing liquidity in the private capital markets.
-
E.
Regulation A
Regulation A is a U.S. securities offering exemption that allows smaller companies to raise limited amounts of capital from the public with simplified registration and reporting requirements compared to a full SEC-registered offering.
- F. None of above. chosen
Statements (49)
| Predicate | Object |
|---|---|
| instanceOf |
provision of United States federal securities law
ⓘ
statutory exemption ⓘ |
| amendedBy | JOBS Act of 2012 renumbering changes ⓘ |
| appliesTo |
issuers of securities
ⓘ
offers and sales of securities ⓘ |
| basisFor | Regulation D safe harbors ⓘ |
| clarifiedBy | SEC v. Ralston Purina Co., 346 U.S. 119 (1953) ⓘ |
| codifiedIn | 15 U.S.C. § 77d(a)(2) ⓘ |
| condition |
issuer must not use general solicitation or general advertising
ⓘ
offerees must be sophisticated or financially knowledgeable investors ⓘ offerees must have access to information that would be contained in a registration statement ⓘ securities must be purchased for investment and not with a view to distribution ⓘ transaction must not involve a public offering ⓘ |
| consequence |
resales are subject to limitations under federal securities laws
ⓘ
securities issued are typically restricted securities ⓘ |
| distinguishedFrom |
Regulation A exemption
ⓘ
Rule 144 ⓘ
surface form:
Rule 144 resale safe harbor
Section 4(a)(1) of the Securities Act of 1933 ⓘ Section 4(a)(6) crowdfunding exemption ⓘ |
| enforcedBy |
Securities and Exchange Commission
ⓘ
surface form:
U.S. Securities and Exchange Commission
|
| exemptsFrom | Section 5 registration requirements under the Securities Act of 1933 ⓘ |
| focusesOn |
character of the offering rather than number of offerees
ⓘ
offerees’ access to information ⓘ offerees’ need for protection of the Securities Act ⓘ |
| formerlyKnownAs | Section 4(2) of the Securities Act of 1933 ⓘ |
| influenced |
Regulation D
ⓘ
surface form:
Rule 504 of Regulation D
Regulation D ⓘ
surface form:
Rule 505 of Regulation D (rescinded)
Regulation D ⓘ
surface form:
Rule 506 of Regulation D
|
| interpretedBy |
Securities and Exchange Commission
ⓘ
surface form:
U.S. Securities and Exchange Commission
U.S. federal courts ⓘ |
| jurisdiction |
United States of America
ⓘ
surface form:
United States
|
| keyCase | SEC v. Ralston Purina Co., 346 U.S. 119 (1953) ⓘ |
| legalStandard | transactions by an issuer not involving any public offering ⓘ |
| legalSystem | U.S. federal securities law ⓘ |
| partOf |
U.S. Securities Act of 1933
ⓘ
surface form:
Securities Act of 1933
|
| primaryFunction | provide exemption from registration requirements ⓘ |
| relatedConcept |
investment intent
ⓘ
non‑public offering ⓘ private placement ⓘ restricted securities ⓘ sophisticated investor ⓘ |
| renumberedBy | JOBS Act of 2012 ⓘ |
| usedFor |
PIPE (private investment in public equity) transactions
ⓘ
capital raising by private companies ⓘ capital raising by public companies in unregistered offerings ⓘ private placements of debt securities ⓘ private placements of equity securities ⓘ venture capital financings ⓘ |
| yearEnacted | 1933 ⓘ |
How these facts were elicited
The pipeline generated the facts above by prompting gpt-5.1 with this entity's name + description and the instruction below.
Instruction
You are a knowledge base construction expert. Given a subject entity and a description of it, return factual statements that you know for the subject as a JSON list of dictionaries(triples), where keys must be "subject", "predicate" and "object". The number of facts may be very high, between 25 to 50 or more, for very popular subjects. For less popular subjects, the number of facts can be very low, like 5 or 10. # Requirements - If you don't know the subject at all, return an empty list. - If the subject is not a named entity, return an empty list. - Include at least one triple where predicate is "instanceOf". - Do not get too wordy. - Separate several objects into multiple triples with one object.
Input
Subject: Section 4(a)(2) of the Securities Act of 1933 Description of subject: Section 4(a)(2) of the Securities Act of 1933 is the statutory exemption that permits issuers to offer and sell securities in private placements without registering them with the SEC, provided the transactions do not involve a public offering.
Referenced by (2)
Full triples — surface form annotated when it differs from this entity's canonical label.
Section 4(a)(6) of the Securities Act of 1933
→
relatedTo
→
Section 4(a)(2) of the Securities Act of 1933
ⓘ