The exemption for nonissuer distributions, other than by a controlling person of an outstanding security, under G.S. 78A‑17(2)b. shall be applicable to the offer and sale of any security, the issuer of which is required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, has been so required for at least 15 months prior to such sale and has filed all such required reports during such 15 month period if, prior to such sale, the registered dealer files with the administrator a statement certifying that copies of the following documents, and amendments thereto, with respect to the issuer of such security are on file with the dealer:

1. (1) the most recent Annual Report of the issuer on Securities and Exchange Commission Form 10‑K filed with the Securities and Exchange Commission;
2. (2) all quarterly and current reports of the issuer on Securities and Exchange Commission Form 10‑Q and 8‑K filed with the Securities and Exchange Commission subsequent to the end of the fiscal year for which the Annual Report referred to in Part (1) was filed and prior to the sale;
3. (3) all amendments to any of the reports referred to in Parts (1) and (2) filed with the Securities and Exchange Commission prior to such sale;

4. (4) all definitive proxy statements and information statements filed with the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934:

   1. (a) within 12 months prior to the sale and
   2. (b) with respect to meetings of shareholders of the issuer held within 12 months prior to such sale; and
5. (5) all registration statements and all post‑effective amendments thereto filed by the issuer with the Securities and Exchange Commission under the Securities Act of 1933 within 12 months prior to the sale.

History Note: Authority G.S. 78A‑17(2)b.; 78A-49(a);
Eff. April 1, 1981;
Amended Eff. October 1, 1988;
Pursuant to G.S. 150B-21.3A, rule is necessary without substantive public interest Eff. December 6, 2016.