Fill a Valid Ohio 3 Q Form

The Ohio 3 Q form serves as a report for the sale of securities, allowing issuers to claim an exemption under section 1707.03(Q) of the Ohio Revised Code. This form must be filed within 60 days of the securities sale and is applicable only to those relying on Section 4(2) of the Securities Act of 1933. A filing fee is required, and specific documentation must accompany the form to ensure compliance with state regulations.

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Preview - Ohio 3 Q Form

File Number

					Form 3-Q
				Report of Sale of Securities
					1707.03(Q)

Claimant Must Not fill In.					Checked
DIVISION RECORD ONLY			Date		By		Notation
Fee ($100/$50) Received
Prior filings checked
Examined as to form
Amendment Requested
Accepted for Filing
Record Made
Examination Requested

Exemption 3-Q (Claimant Must Not Fill In).

(File)	(Date)	(Amount)				(Description)	(Price)

Note: Use this form to claim a section 1707.03(Q) exemption for securities sold in Ohio within 60 days of the filing of this form and not previously reported. Only those issuers relying on Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. The non-refundable filing fee is $100 for the first filing and $50 for any subsequent related Form 3-Q filing made during the same calendar year.

Submit to the Ohio Division of Securities, 77 South High Street, 22nd Floor, Columbus, Ohio 43215-6131 the following: (1) the completed Form 3-Q, (2) the filing fee by check or money order payable to the “Ohio Division of Securities”, and (3) exhibits or schedules, if any.

1.Issuer's full name

(Payer’s Federal Tax Identification Number)

2.Issuer's Address

(City, State, Zip)(Phone No.)

3. State of incorporation/formation		Type of entity
			(Corporation, Partnership, etc.)
Division of Securities			614-644-7381
77 South High Street			Fax: 614-728-2846
22nd Floor			Investor Protection Hotline:
Columbus, Ohio 43215			877-683-7841
COM 4596			TTY/TDD: 800-750-0750
4/11/19	An Equal Opportunity Employer and Service Provider		com.ohio.gov

Ohio Department of Commerce

FORM 3-Q

4.Correspondence regarding this report should be sent to:

(Name)

(Street)

(City, State, Zip Code)

(Phone No.)

5.A section 1707.03(Q) claim of exemption is being made for the following securities sold in Ohio within 60 days of the filing of this form and not previously reported (use additional sheet, if necessary):

Type of	Date of	Number of	Price	Number of
Securities Sold	Sale	Units Sold	per Unit	Purchasers

Note:	O.A.C. rule 1301:6-3-03(B)(5) deems a sale to have occurred on the later of: (a) the date that a subscription
	agreement or its equivalent, signed by the purchaser, is received by the issuer or the dealer, or the purchaser
	transfers or loses control of the purchase funds, whichever is earlier; or (b) the first date of disbursement of
	any proceeds of the sale of the securities which have been deposited directly into an escrow account.

6.Confirm that the basis in law for this claim of exemption from Section 5 of the Securities Act of 1933 is pursuant to Section 4(2) of that Act. Note that Rules 504, 505 and 506 cannot be used as a basis for claiming the exemption pursuant to Section 1707.03(Q).

7.List the total number of persons who have purchased this offering to date, both in and outside of Ohio, including persons claimed on all previous Form 3-Qs filed in connection with this offering.

8.(a) List any commissions, discounts, or other remuneration paid or to be paid or given to any person,

directly or indirectly, for sales in Ohio of the securities claimed on the Form 3-Q (if none, please state “None”). Use additional sheet if necessary.

Name and address of person	Amount of	Percentage of
receiving commission, etc.	commission, etc.	the Initial Offering Price

(b)Were above commissions, discounts, or other remuneration paid or given only to dealers or

salesmen licensed under Chapter 1707 of the Revised Code?

 YES

 NO

9.Was an offering circular used in connection with the sales reported on this Form 3-Q?

 YES	 NO
If yes,	 Copy attached or	 Previously submitted

Ohio Department of Commerce		FORM 3-Q
10. Has this offering been terminated?  YES		 NO
If yes, date of termination

11.Incorporated issuers not domiciled in this state or unincorporated issuers having a situs of its principal place of business outside this state must file a Form 11 or Form U-2. (See section 1707.11, R.C.)

SIGNATURE

The undersigned represents that the foregoing information is true as of the date hereof and agrees that this report shall be considered a written statement used for the purpose of selling securities in Ohio within the meaning of Section 1707.44(B) of the Ohio Revised Code. The individual signing this report on behalf of the issuer further represents that he/she is duly authorized by the issuer to execute and file this report.

Issuer or Dealer

		(Full Name)
By
	(Signature)	(Date)

	(Name)	(Official Capacity)

The Division suggests Form 3-Q be sent certified mail for verification of receipt or send a copy of this form together with a self-addressed, stamped envelope.

COM 4596

Updated 4/11/19

Document Properties

Fact Name	Detail
Governing Law	Ohio Revised Code Section 1707.03(Q)
Filing Fee	$100 for the first filing; $50 for subsequent filings within the same calendar year
Submission Requirements	Completed Form 3-Q, filing fee, and any necessary exhibits must be submitted to the Ohio Division of Securities
Exemption Basis	This form claims an exemption under Section 4(2) of the Securities Act of 1933
Filing Timeline	Must be filed within 60 days of the sale of securities
Sales Definition	A sale is deemed to have occurred based on specific conditions outlined in O.A.C. rule 1301:6-3-03(B)(5)
Commission Reporting	All commissions or remuneration related to sales in Ohio must be disclosed
Termination of Offering	If the offering has been terminated, the date of termination must be provided

Documents used along the form

The Ohio 3-Q form is a crucial document for issuers seeking to claim an exemption under Section 1707.03(Q) for securities sold in Ohio. However, there are several other forms and documents that are often used in conjunction with the 3-Q form to ensure compliance and proper reporting. Below is a list of these documents, each serving a specific purpose in the securities filing process.

Form 11: This form is required for incorporated issuers not domiciled in Ohio. It provides essential information about the issuer and the securities being offered.
Form U-2: Similar to Form 11, this document is used by unincorporated issuers whose principal place of business is outside Ohio. It helps in establishing compliance with state regulations.
Offering Circular: This document provides detailed information about the securities being offered, including risks, financials, and terms of the offering. It must be provided to potential investors.
Form D: This is a notice of an exempt offering of securities filed with the SEC. It is often used in conjunction with state filings to notify regulators about the offering.
Motorcycle Bill of Sale: A crucial document for transferring ownership of a motorcycle in California, providing necessary information such as VIN and sale price. For a template of this form, visit documentonline.org/blank-california-motorcycle-bill-of-sale/.
Subscription Agreement: This legal document outlines the terms under which an investor agrees to purchase securities. It is crucial for establishing the relationship between the issuer and the purchaser.
Exhibits or Schedules: These may include additional information or supporting documents that provide context or details about the offering and its compliance with regulations.
Form 3: This form is used for reporting beneficial ownership of securities. It helps maintain transparency regarding who holds the securities after the offering.
Investor Questionnaire: This document collects information from potential investors to ensure they meet the criteria for participating in the offering, particularly in private placements.
Transmittal Letter: This accompanying letter is often used to summarize the contents of the submission and provide any necessary instructions or clarifications to the regulatory body.

Understanding these additional forms and documents is essential for issuers looking to navigate the complexities of securities regulation in Ohio. Properly completing and submitting these forms can significantly impact the success of an offering and ensure compliance with state and federal laws.

Guidelines on Filling in Ohio 3 Q

Filling out the Ohio 3 Q form is a straightforward process, but it requires attention to detail. Once completed, this form should be submitted to the Ohio Division of Securities along with the necessary fee and any required exhibits. Below are the steps to ensure you fill out the form correctly.

Enter the File Number at the top of the form.
Provide the Issuer's full name and the Payer’s Federal Tax Identification Number.
Fill in the Issuer's Address including City, State, and Zip, and the Phone Number.
Indicate the State of incorporation/formation and the Type of entity (e.g., Corporation, Partnership).
Specify where correspondence regarding this report should be sent by filling in the Name, Street, City, State, Zip Code, and Phone Number.
List the securities sold in Ohio within 60 days of filing, including the Date of Sale, Number of Units Sold, Price per Unit, and Number of Purchasers. Use additional sheets if necessary.
Confirm the basis in law for the exemption by checking the appropriate box for Section 4(2) of the Securities Act of 1933.
Count and list the total number of persons who have purchased this offering, both in and outside of Ohio.
(a) List any commissions, discounts, or other remuneration paid or to be paid for sales in Ohio, including the Name and Address of the person receiving the payment, Amount, and Percentage of the Initial Offering Price. If none, state “None.”
(b) Indicate whether the above commissions were paid only to licensed dealers or salesmen under Chapter 1707 by checking YES or NO.
State whether an offering circular was used in connection with the sales reported. If yes, indicate if a copy is attached or previously submitted.
Indicate if the offering has been terminated and provide the date if applicable.
For incorporated issuers not domiciled in Ohio or unincorporated issuers with a principal place of business outside Ohio, note that a Form 11 or Form U-2 must be filed.
Sign the form, providing the Issuer or Dealer's Full Name, Signature, Date, Name, and Official Capacity.

After completing these steps, send the form along with the filing fee, either $100 for the first filing or $50 for subsequent filings, to the Ohio Division of Securities. Consider sending it via certified mail for verification of receipt.

Common mistakes

Filling out the Ohio 3 Q form can be a complex process, and there are several common mistakes that individuals often make. One significant error is failing to provide complete and accurate information in the issuer's section. This includes the issuer's full name, address, and federal tax identification number. Incomplete details can lead to delays in processing and may result in the rejection of the form.

Another common mistake involves misunderstanding the filing fee requirements. The form requires a non-refundable fee of $100 for the first filing and $50 for any subsequent filings within the same calendar year. Failing to include the correct fee can cause the form to be returned, which can prolong the exemption claim process.

People also often overlook the necessity of confirming the legal basis for the exemption. Specifically, the form asks for confirmation that the exemption is claimed under Section 4(2) of the Securities Act of 1933. Misstating this information can lead to complications, as the rules governing exemptions are strict and specific.

Additionally, many individuals forget to list all purchasers of the securities. This includes both in-state and out-of-state purchasers. Omitting this information can raise questions about compliance and may result in further scrutiny from the Ohio Division of Securities.

Another frequent oversight is not adequately addressing the questions regarding commissions or remuneration. The form asks for details about any commissions paid for the sale of the securities. Providing incomplete or vague answers can lead to misunderstandings and potential compliance issues.

Moreover, individuals sometimes neglect to indicate whether an offering circular was used during the sales process. This information is crucial for transparency and compliance. If a circular was used, attaching a copy or indicating that it was previously submitted is necessary.

Lastly, failing to sign the form or to ensure that the person signing is duly authorized can invalidate the submission. The signature represents an agreement that the information provided is true and accurate, and it is essential that this step is not overlooked.

FAQ

What is the Ohio 3 Q form?
The Ohio 3 Q form is a report used to claim an exemption under Section 1707.03(Q) for the sale of securities in Ohio. This form is specifically for securities sold within 60 days of filing and that have not been previously reported. It is essential for issuers relying on Section 4(2) of the Securities Act of 1933.
Who is eligible to use the Ohio 3 Q form?
Only issuers who rely on Section 4(2) of the Securities Act of 1933 can use this exemption. This typically includes private offerings made to a limited number of investors, where no public solicitation occurs.
What are the filing fees associated with the Ohio 3 Q form?
The non-refundable filing fee is $100 for the first submission of the Form 3-Q. If additional related filings occur during the same calendar year, the fee is reduced to $50 for each subsequent filing.
What documents need to be submitted with the Ohio 3 Q form?
When submitting the Ohio 3 Q form, include the completed form itself, the filing fee via check or money order made payable to the “Ohio Division of Securities,” and any necessary exhibits or schedules that provide additional information.
What information is required on the Ohio 3 Q form?
The form requires details such as the issuer's full name, address, type of entity, and the specifics of the securities sold, including the number of units sold and the price per unit. Additional sections cover commissions and whether an offering circular was used.
How should the Ohio 3 Q form be submitted?
It is recommended to send the Ohio 3 Q form via certified mail to ensure verification of receipt. Alternatively, include a self-addressed, stamped envelope with a copy of the form for confirmation.
What should I do if I need to amend the Ohio 3 Q form?
If an amendment is necessary, you must indicate this on the form and provide the required updated information. Ensure that all changes are clearly noted to facilitate the review process.
What happens if the offering is terminated?
If the offering has been terminated, you must indicate this on the form and provide the date of termination. This information is crucial for maintaining accurate records with the Ohio Division of Securities.