A Four-Week Study Plan

The four weeks

WEEK ONE — THE EXEMPTION FRAMEWORK. Module 1 and Module 2 of this course. Read Section 5, Section 3 and Section 4 of the Securities Act, then read Regulation D itself — all nine rules, straight through. Build the 506(b) against 506(c) table from memory at the end of the week, and the accredited investor against QIB against qualified purchaser table alongside it. Do 40 to 60 practice questions restricted to exemptions.

This is the heaviest week and it should be. Function 1 is half the exam and this material is most of it.

WEEK TWO — DISTRIBUTION. Module 3. The commitment structures and the contingency rules, due diligence and Regulatory Notice 10-22, the communication rules and general solicitation, and the two filing rules. Read Rule 15c2-4, Rule 10b-9 and Rule 3a4-1 in the original; they are short and the exam asks about their conditions. Build the 5122 against 5123 table. Take your first full-length timed practice exam at the end of this week — early enough that a poor result is diagnostic rather than demoralising.

WEEK THREE — CUSTOMERS AND TRANSACTIONS. Modules 4 and 5. Regulation Best Interest and its four obligations, the investment profile, account documentation, disclosure and conflicts, then records, confirmations and complaints. This material is more familiar from the SIE, so it moves faster. Spend the recovered time on the Week One and Two comparison tables, which will have decayed.

WEEK FOUR — CONSOLIDATION. No new material. Two or three full-length timed practice exams on different question sets, each followed by a full review including the questions you got right. Rewrite every comparison table from memory. Drill the number set daily. Reread the three or four rules your practice results say you are weakest on.

Stop studying the evening before. Sleep is worth more than one more hour of review on a 90-minute exam.

If you have longer than four weeks, do not stretch this plan thinly across the extra time. Run it as written and add a fifth week of practice questions, because retrieval practice is where the marginal hour pays best.

The numbers, and the traps

Roughly thirty numbers carry real weight on this exam. Put them on cards and drill until recall is automatic, because working memory spent retrieving a threshold is working memory not spent on the question.

Regulation D: 35 non-accredited purchasers in any 90-calendar-day period; Form D within 15 calendar days of the first sale; Rule 504's cap of ten million dollars over twelve months; Rule 502(b)'s financial statement tier at twenty million; the 20 percent beneficial owner threshold and the ten-year and five-year lookbacks in Rule 506(d); the three-month currency and five-year reliance period in 506(c) verification.

Investor status: one million dollars of net worth excluding the primary residence, with the 60-day mortgage rule; two hundred thousand individual and three hundred thousand joint income in each of the two most recent years; five million dollars of assets or investments for most entity categories; one hundred million for a QIB with ten million for a registered dealer and a twenty-five million audited net worth condition for banks; five million and twenty-five million for qualified purchasers; one hundred holders under Section 3(c)(1), 250 for a qualifying venture capital fund.

Other exemptions: Regulation A's twenty and seventy-five million dollar tiers with six and twenty-two and a half million for affiliate secondaries, and the ten percent Tier 2 investment limit; Regulation S's 40 days, six months and one year; Regulation Crowdfunding's five million dollars, two thousand five hundred dollars and one hundred and twenty-four thousand dollars; the intrastate 80 percent tests and six-month resale limit.

Resales: Rule 144's six months and one year, the one percent volume limit, the three-month measuring period, and Form 144 at 5,000 shares or fifty thousand dollars.

FINRA: 15 calendar days for a Rule 5123 filing after first sale; 85 percent under Rule 5122; 25 retail investors in any 30 calendar-day period under Rule 2210; 10 business days before or after first use for advertising filings; once every 12 months under Rule 3a4-1; 30 calendar days under Rule 4530; four years for complaint records; six years for updated account records; three years for the general books and records period; 65 and 15, 10, 30 and two business days under Rule 2165; six years for arbitration eligibility.

And the traps that catch prepared candidates:

Rule 5123's exemption covers only the INSTITUTIONAL accredited investor categories. Selling to wealthy individuals does not exempt the filing.

Rule 504's cap is ten million dollars, not the five million FINRA's own content outline still prints.

Regulation Crowdfunding's cap is five million by rule, not the one million the statute recites.

5122 files BEFORE first use; 5123 files WITHIN 15 DAYS AFTER first sale. The directions are opposite.

A natural person can never be a QIB, at any wealth.

Rule 2111 does not apply where Regulation Best Interest applies. They divide the field.

An offering that generally solicits under 506(b) does not become a 506(c) offering. It loses its exemption.

The exam room

The Series 82 requires a sponsoring firm, so your firm will open a window on the Form U4 and you schedule within it.

The exam is administered by computer, at a test centre or through FINRA's online testing option where available. A tutorial on how to take the exam is provided before it starts, and it does not consume your 90 minutes.

No reference materials may be brought into the session. You will be provided with what the venue permits for scratch work; the Series 82 involves very little calculation, so this matters less than on the Series 7.

On technique for a 50-item paper:

Answer every question. There is no penalty for guessing.

Read the whole item before the choices. Series 82 items are frequently compound, and the operative fact — which branch of Rule 506, whether the purchaser is accredited, whether the issuer reports — is often in the last clause of the stem.

Watch for negatives. "Which of the following is NOT required" and "all of the following EXCEPT" are common, and misreading one is a lost mark on a topic you knew.

Eliminate rather than search. With four choices, two eliminations halve the cost of not knowing.

Flag and move. At roughly a minute and a half per item you can afford a second pass, but only if you do not spend six minutes on one question in the first pass.

Do not change an answer without a reason you can articulate. "It feels wrong now" is not a reason; "the stem says non-reporting issuer, so the period is a year" is.

Results are delivered at the end of the session.

After you pass

The registration is granted when both the SIE and the Series 82 are passed and you are associated with a member. Several obligations begin at that moment, and they are the ones this course has been describing from the other side.

Your Form U4 must be kept current. New disclosure events, a change of residential address and outside business activities all require amendments on short deadlines, and an omission is often treated more seriously than the underlying fact.

Continuing education starts. The Regulatory Element is due annually by 31 December for each registration you hold, with content tailored to this registration category. Your firm's Firm Element programme runs alongside it.

FINRA Rule 3270 requires prior written notice of any outside business activity, and Rule 3280 requires prior written notice of any private securities transaction. In this business those are not remote possibilities. You will be asked to help a friend's company raise money, and the answer is a notice to your firm before anything else happens.

Rule 3210 requires the prior written consent of your employing firm before you open an account at another financial institution in which securities transactions can be effected and in which you have a beneficial interest.

And one that is specific to this licence: passing the Series 82 makes you an accredited investor under Rule 501(a)(10). You will be shown deals in a personal capacity, and everything in Module 3 about due diligence and Module 4 about concentration applies to your own money too.

The deeper point of the syllabus is worth stating plainly at the end of it. The private markets are where a company's capital is raised before anyone independent has examined it. There is no exchange, no analyst coverage, no continuous disclosure, and usually no way out. The entire investor protection in that market is the conduct of the people who distribute it — the reasonable investigation, the honest communication, the real assessment of whether this customer should hold this thing. That is the job the licence describes, and it is the part of it the exam is really testing.