Private Placements & Exempt Offerings
Offerings excused from SEC registration: Regulation D private placements sold mainly to accredited investors, intrastate offerings under Rule 147, small offerings under Regulation A, and exempt securities such as Treasuries and municipals.
Exempt securities (government and municipal bonds, bank securities, short-term commercial paper) never need registration; exempt transactions excuse a particular sale, not the security itself. Restricted stock acquired in a private placement generally must be held six months under Rule 144 before public resale.