Rule 144(a). Question 129.03 clarifies that company stock acquired in the open market and transferred by an affiliate donor to a donee in a non-public transaction is a restricted security but the donee does not need to comply with the holding period requirement if relying on Rule 144 to resell the stock.

Rule 144(e). Question 133.07 clarifies that an affiliate's sales of securities back to the issuer in a non-public transaction are excludable when calculating the amount of securities that may be sold by the affiliate under Rule 144.

Rule 413. Question 210.03 clarifies that an issuer may add to its automatic shelf registration on Form S-3, by post-effective amendment, more securities of the same class already registered.

Rule 430B. Question 228.04 clarifies that an issuer relying on Rule 430(B)(b) to omit from the prospectus relating to a non-automatic shelf registration statement "the identities of selling security holders and amounts of securities to be registered on their behalf" until after the effectiveness of the registration statement must disclose the aggregate number of shares being registered for resale before effectiveness.

Rule 502. Question 256.22 clarifies that an acquiror relying on Rule 505 or Rule 506 to issue securities in a business combination to the target's shareholders must provide the financial statement and other information required by Rule 502(b)(2) to any target shareholders that are non-accredited investors in a reasonable amount of time before obtaining any written consents to approve the business combination from them.

Form S-3. Question 116.24 clarifies that Instruction 2 to General Instruction I.B.6 applies when calculating the market value of warrants for purposes of the one-third cap in General Instruction I.B.6(a), even when the warrants are not exercisable for common stock within 12 months.

Form S-4. Question 125.12 clarifies that a registrant meeting the requirements for use of Form S-3 in General Instruction B of Form S-4 may incorporate by reference into its Form S-4 the risk factors that it disclosed in its most recent Form 10-K, but must disclose any offering-specific risk factors in the Form S-4.

Item 402(b) of Regulation S-K. Question 118.09 clarifies that Instruction 5 to Item 402(b) (relating to disclosing non-GAAP financial measure targets in a company's Compensation Discussion and Analysis without complying with Regulation G or Item 10(e) of Regulation S-K) extends to the disclosure of the actual results of the non-GAAP financial measure that is used as a target, provided the disclosure is made in the context of a discussion about target levels.

Item 501 of Regulation S-K. Question 134.04 clarifies the constraints on how wide a disclosed bona fide price range can be under Instruction 1 to Item 501(b)(3). For initial public offerings, a price range in excess of $2, for offerings up to $10 per share, or in excess of 20% of the high end of the range, for offerings over $10 per share, is not considered bona fide. If an auction clearing price is used as the primary factor in establishing the final offering price, a price range in excess of $4, for offerings up to $20 per share, or in excess of 20% of the high end of the range, for offerings over $20 per share, is not considered bona fide.

Item 601 of Regulation S-K. Question 146.17 clarifies that a reporting issuer relying on Rule 430A to omit pricing information from its prospectus until after the effectiveness of its registration statement must still provide an interactive data file as an exhibit to the registration statement.

Form 8-K. Question 110.01 clarifies that if an impairment conclusion coincides with the preparation, review or audit of financial statements required to be included in the next periodic report and the other conditions of Instruction to Item 2.06 of Form 8-K are satisfied, an 8-K filing would not be required.

Regulation S-X. Question 106.01 clarifies that, in relation to the oil and gas rules, it is not acceptable for an issuer to sum up its proved, probable and possible reserves into one total reserve estimate, as each category has a different level of certainty.

Resales Under Rule 144.

Registration Statement: Form S-4 and Business Combinations.

Preparation of Compensation Discussion and Analysis.

Form 8-K.