PART 390—REGULATIONS TRANSFERRED FROM THE OFFICE OF THRIFT SUPERVISION Authority: 12 U.S.C. 1819. Subpart Q also issued under 12 U.S.C. 1462; 1462a; 1463; 1464. Subpart W also issued under 12 U.S.C. 1462a; 1463; 1464; 15 U.S.C. 78c; 78l; 78m; 78n; 78p; 78w. Source: 76 FR 47655, Aug. 5, 2011, unless otherwise noted. Subparts A-P [Reserved] Subpart Q—Definitions for Regulations Affecting All State Savings Associations § 390.280 When do the definitions in this subpart apply? The definitions in this subpart apply throughout parts 390 and 391, unless another definition is specifically provided. § 390.281 Account. The term account § 390.282 Accountholder. The term accountholder § 390.283 Affiliate. The term affiliate (a) Of which a State savings association, directly or indirectly, owns or controls either a majority of the voting shares or more than 50 per centum of the number of shares voted for the election of its directors, trustees, or other persons exercising similar functions at the preceding election, or controls in any manner the election of a majority of its directors, trustees, or other persons exercising similar functions; or (b) Of which control is held, directly or indirectly through stock ownership or in any other manner, by the shareholders of a State savings association who own or control either a majority of the shares of such State savings association or more than 50 per centum of the number of shares voted for the election of directors of such State savings association at the preceding election, or by trustees for the benefit of the shareholders of any such State savings association; or (c) Of which a majority of its directors, trustees, or other persons exercising similar functions are directors of any one State savings association. § 390.284 Affiliated person. The term affiliated person (a) A director, officer, or controlling person of such association; (b) A spouse of a director, officer, or controlling person of such association; (c) A member of the immediate family of a director, officer, or controlling person of such association, who has the same home as such person or who is a director or officer of any subsidiary of such association or of any holding company affiliate of such association; (d) Any corporation or organization (other than the State savings association or a corporation or organization through which the State savings association operates) of which a director, officer or the controlling person of such association: (1) Is chief executive officer, chief financial officer, or a person performing similar functions; (2) Is a general partner; (3) Is a limited partner who, directly or indirectly either alone or with his or her spouse and the members of his or her immediate family who are also affiliated persons of the association, owns an interest of 10 percent or more in the partnership (based on the value of his or her contribution) or who, directly or indirectly with other directors, officers, and controlling persons of such association and their spouses and their immediate family members who are also affiliated persons of the association, owns an interest of 25 percent or more in the partnership; or (4) Directly or indirectly either alone or with his or her spouse and the members of his or her immediate family who are also affiliated persons of the association, owns or controls 10 percent or more of any class of equity securities or owns or controls, with other directors, officers, and controlling persons of such association and their spouses and their immediate family members who are also affiliated persons of the association, 25 percent or more of any class of equity securities; and (5) Any trust or other estate in which a director, officer, or controlling person of such association or the spouse of such person has a substantial beneficial interest or as to which such person or his or her spouse serves as trustee or in a similar fiduciary capacity. § 390.285 Audit period. The audit period § 390.286 Certificate account. The term certificate account § 390.287 Consumer credit. The term consumer credit Provided, § 390.288 Controlling person. The term controlling person (a) Obtained in connection with an annual solicitation of proxies, or (b) Obtained from savings account holders and borrowers if such proxies are voted as directed by a majority vote of the entire board of directors of such association, or of a committee of such directors if such committee's composition and authority are controlled by a majority vote of the entire board and if its authority is revocable by such a majority. § 390.289 Corporation. The terms Corporation FDIC § 390.290 Demand accounts. The term demand accounts § 390.291 Director. The term director § 390.292 Financial institution. The term financial institution depository institution § 390.293 Immediate family. The term immediate family (a) Such person's spouse, father, mother, children, brothers, sisters, and grandchildren; (b) The father, mother, brothers, and sisters of such person's spouse; and (c) The spouse of a child, brother, or sister of such person. § 390.294 Land loan. The term land loan (a) Secured by real estate upon which all facilities and improvements have been completely installed, as required by local regulations and practices, so that it is entirely prepared for the erection of structures; (b) To finance the purchase of land and the accomplishment of all improvements required to convert it to developed building lots; or (c) Secured by land upon which there is no structure. § 390.295 Low-rent housing. The term low-rent housing § 390.296 Money Market Deposit Accounts. (a) Money Market Deposit Accounts MMDAs (1) The State savings association shall reserve the right to require at least seven days' notice prior to withdrawal or transfer of any funds in the account; and (2)(i) The depositor is authorized by the State savings association to make no more than six transfers per calendar month or statement cycle (or similar period) of at least four weeks by means of preauthorized, automatic, telephonic, or data transmission agreement, order, or instruction to another account of the depositor at the same State savings association to the State savings association itself, or to a third party. (ii) State savings associations may permit holders of MMDAs to make unlimited transfers for the purpose of repaying loans (except overdraft loans on the depositor's demand account) and associated expenses at the same State savings association (as originator or servicer), to make unlimited transfers of funds from this account to another account of the same depositor at the same State savings association or to make unlimited payments directly to the depositor from the account when such transfers or payments are made by mail, messenger, automated teller machine, or in person, or when such payments are made by telephone (via check mailed to the depositor). (3) In order to ensure that no more than the number of transfers specified in paragraph (a)(2)(i) of this section are made, a State savings association must either: (i) Prevent transfers of funds in excess of the limitations; or (ii) Adopt procedures to monitor those transfers on an after-the-fact basis and contact customers who exceed the limits on more than an occasional basis. For customers who continue to violate those limits after being contacted by the depository State savings association the depository State savings association must either place funds in another account that the depositor is eligible to maintain or take away the account's transfer and draft capacities. (iii) Insured State savings associations at their option, may use on a consistent basis either the date on a check or the date it is paid in determining whether the transfer limitations within the specified interval are exceeded. (b) State savings associations may offer MMDAs to any depositor not inconsistent with applicable state law. § 390.297 Negotiable Order of Withdrawal Accounts. (a) Negotiable Order of Withdrawal (NOW) (b) For purposes of 12 U.S.C. 1832: (1) An organization shall be deemed “operated primarily for religious, philanthropic, charitable, educational, or other similar purposes and * * * not * * * for profit” if it is described in sections 501(c)(3) through (13), 501(c)(19), or 528 of the Internal Revenue Code; and (2) The funds of a sole proprietorship or unincorporated business owned by a husband and wife shall be deemed beneficially owned by “one or more individuals.” § 390.298 Nonresidential construction loan. The term nonresidential construction loan § 390.299 Nonwithdrawable account. The term nonwithdrawable account nonwithdrawable account. § 390.300 Note account. The term note account § 390.301 [Reserved] § 390.302 Officer. The term Officer officer § 390.303 Parent company; subsidiary. The term parent company subsidiary § 390.304 Political subdivision. The term political subdivision (a) The creation of which subdivision or department has been expressly authorized by state statute, (b) To which some functions of government have been delegated by state statute, and (c) To which funds have been allocated by statute or ordinance for its exclusive use and control. It also includes drainage, irrigation, navigation, improvement, levee, sanitary, school or power districts and bridge or port authorities and other special districts created by state statute or compacts between the states. Excluded from the term are subordinate or nonautonomous divisions, agencies or boards within principal departments. § 390.305 Principal office. The term principal office § 390.306 Public unit. The term public unit § 390.307 Savings account. The term savings account § 390.308 State savings association. The term State savings association § 390.309 Security. The term security security, security § 390.310 Service corporation. The term service corporation § 390.311 State. The term State § 390.312 Subordinated debt security. The term subordinated debt security § 390.313 Tax and loan account. The term tax and loan account § 390.314 United States Treasury General Account. The term United States Treasury General Account § 390.315 United States Treasury Time Deposit Open Account. The term United States Treasury Time Deposit Open Account § 390.316 With recourse. (a) The term with recourse (1) The amount of any insurance or guarantee against loss in the event of default provided by a third party, (2) The amount of any loss to be borne by the purchaser in the event of default, and (3) The amount of any loss resulting from a recourse obligation entered on the books and records of the State savings association. (b) The term with recourse (1) To hold or retain a subordinate interest in a specified percentage of the loans or interests; or (2) To guarantee against loss up to a specified percentage of the loans or interests, which specified percentage shall not exceed ten percent of the outstanding balance of the loans or interests at the time of sale: Provided, (c) This definition does not apply for purposes of determining the capital adequacy requirements under part 324 of this chapter. [76 FR 47655, Aug. 5, 2011, as amended at 83 FR 17743, Apr. 24, 2018] Subparts R-V [Reserved] Subpart W—Securities Offerings § 390.410 Definitions. (a) For purposes of this subpart, the following definitions apply: (1) Accredited investor (2) Commission (3) Dividend or interest reinvestment plan (4) Employee benefit plan (5) Exchange Act (6) Filing date (7) Issuer (8) Offer; Sale sell. offer, offer to sell, offer for sale Sale sell (9) Person (10) Purchase buy (11) State savings association State savings association (12) Securities Act (13) Security security, security (14) Underwriter (i) Stock dividends, splits and recapitalizations. (ii) Conversions. (iii) Contingent issuance of securities. (iv) Pledged securities. bona fide (v) Gifts of securities. (vi) Trusts. (vii) Estates. (viii) Exchange transactions. (b) A term not defined in this subpart but defined elsewhere in this part, when used in subpart, shall have the meanings given elsewhere in this part, unless the context otherwise requires. (c) When used in the rules, regulations, or forms of the Commission referred to in this subpart, the term Commission registrant registration statement prospectus § 390.411 Offering circular requirement. (a) General. (1) The offer or sale is accompanied or preceded by an offering circular which includes the information required by this subpart and which has been filed and declared effective pursuant to this subpart; or (2) An exemption is available under this subpart. (b) Communications not deemed an offer. (1) Prior to filing an offering circular, any notice of a proposed offering which satisfies the requirements of Commission Rule 135 (17 CFR 230.135) under the Securities Act; (2) Subsequent to filing an offering circular, any notice circular, advertisement, letter, or other communication published or transmitted to any person which satisfies the requirements of Commission Rule 134 (17 CFR 230.134) under the Securities Act; and (3) Oral offers of securities covered by an offering circular made after filing the offering circular with the FDIC. (c) Preliminary offering circular. (1) The preliminary offering circular has been filed pursuant to this subpart; (2) The preliminary offering circular includes the information required by this subpart, except for the omission of information relating to offering price, discounts or commissions, amount of proceeds, conversion rates, call prices, or other matters dependent on the offering price; and (3) The offering circular declared effective by the FDIC is furnished to the purchaser prior to, or simultaneously with, the sale of any such security. § 390.412 Exemptions. The offering circular requirement of § 390.411 shall not apply to an issuer's offer or sale of securities: (a) [Reserved] (b) Exempt from registration under either section 3(a) or section 4 of the Securities Act, but only by reason of an exemption other than section 3(a)(5) (for regulated State savings associations), and section 3(a)(11) (for intrastate offerings) of the Securities Act; (c) In a conversion from the mutual to the stock form of organization pursuant to12 CFR part 192, except for a supervisory conversion undertaken pursuant to subpart C of 12 CFR part 192; (d) In a non-public offering which satisfies the requirements of § 390.413; (e) That are debt securities issued in denominations of $100,000 or more, which are fully collateralized by cash, any security issued, or guaranteed as to principal and interest, by the United States, the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association or by interests in mortgage notes secured by real property; (f) Distributed exclusively abroad to foreign nationals: Provided, (1) The offering is made subject to safeguards reasonably designed to preclude distribution or redistribution of the securities within, or to nationals of, the United States; and (2) Such safeguards include, without limitation, measures that would be sufficient to ensure that registration of the securities would not be required if the securities were not exempt under the Securities Act; or (g) To its officers, directors or employees pursuant to an employee benefit plan or a dividend or interest reinvestment plan, and provided that any such plan has been approved by the majority of shareholders present in person or by proxy at an annual or special meeting of the shareholders of the State savings association. § 390.413 Non-public offering. Offers and sales of securities by an issuer that satisfy the conditions of paragraph (a) or (b) of this section and the requirements of paragraphs (c) and (d) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(2) of the Securities Act and §§ 390.412(b) and 390.412(d). However, an issuer shall not be deemed to be not in compliance with the provisions of this subpart solely by reason of making an untimely filing of the notice required to be filed by paragraph (c) of this section so long as the notice is actually filed and all other conditions and requirements of this subpart are satisfied. (a) Regulation D. (b) Sales to 35 persons. (1) Sales of the security are not made to more than 35 persons during the offering period, as determined under the integration provisions of Commission Rule 502(a) (17 CFR 230.502(a)). The number of purchasers referred to above is exclusive of any accredited investor, officer, director or affiliate of the issuer. For purposes of paragraph (b) of this section, a husband and wife (together with any custodian or trustee acting for the account of their minor children) are counted as one person and a partnership, corporation or other organization which was not specifically formed for the purpose of purchasing the security offered in reliance upon this exemption, is counted as one person. (2) All purchasers either have a preexisting personal or business relationship with the issuer or any of its officers, directors or controlling persons, or by reason of their business or financial experience or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the issuer or any affiliate or selling agent of the issuer, directly or indirectly, could reasonably be assumed to have the capacity to protect their own interests in connection with the transaction. (3) Each purchaser represents that the purchaser is purchasing for the purchaser's own account (or a trust account if the purchaser is a trustee) and not with a view to or for sale in connection with any distribution of the security. (4) The offer and sale of the security is not accomplished by the publication of any advertisement. (c) Filing of notice of sales. (d) Limitation on resale. (1) Reasonable inquiry to determine if the purchaser is acquiring the securities for the purchaser or for other persons; (2) Written disclosure to each purchaser prior to the sale that the securities are not offered by an offering circular filed with, and declared effective by, the FDIC pursuant to § 390.411, but instead are being sold in reliance upon the exemption from the offering circular requirement provided for by this subpart; and (3) Placement of a legend on the certificate, or other document evidencing the securities, indicating that the securities have not been offered by an offering circular filed with, and declared effective by, the FDIC and that due care should be taken to ensure that the seller of the securities is not an underwriter within the meaning of § 390.410(a)(14). § 390.414 Filing and signature requirements. (a) Procedures. (b) Number of copies. (i) Seven copies, which shall include one manually signed copy with exhibits, three conformed copies with exhibits, and three conformed copies without exhibits, to the FDIC, ATTN: Accounting and Securities Disclosure Section, 550 17th Street NW, Washington, DC 20429; and (ii) Two copies, which shall include one manually signed copy with exhibits and one conformed copy, without exhibits, to the appropriate regional director. (2) Within five days after the effective date of an offering circular or the commencement of a public offering after the effective date, whichever occurs later, nine copies of the offering circular used shall be filed with the FDIC as follows: Seven copies to the FDIC, 550 17th Street NW., ATTN: Accounting and Securities Disclosure Section, Washington, DC, and two copies to the appropriate Regional Director. (3) After the effective date of an offering circular, an offering circular which varies from the form previously filed shall not be used, unless it includes only non-material supplemental or additional information and until 10 copies have been filed with the FDIC in the manner required. (c) Signature. (i) The issuer, by its duly authorized representative; (ii) The issuer's principal executive officer; (iii) The issuer's principal financial officer; (iv) The issuer's principal accounting officer; and (v) At least a majority of the issuer's directors. (2) Any other document filed pursuant to this subpart shall be signed by a person authorized to do so. (3) At least one copy (i) Have the name of each person who signs typed or printed beneath the signature; (ii) State the capacity or capacities in which the signature is provided; (iii) Provide the name of each director of the issuer, if a majority of directors is required to sign the document; and (iv) With regard to any copies not manually signed, bear typed or printed signatures. § 390.415 Effective date. (a) Except as provided for in paragraph (d) of this section, an offering circular filed by a State savings association shall be deemed to be automatically declared effective by the FDIC on the twentieth day after filing or on such earlier date as the FDIC may determine for good cause shown. (b) If any amendment is filed prior to the effective date, the offering circular shall be deemed to have been filed when such amendment was filed. (c) The period until automatic effectiveness under this subpart shall be stated at the bottom of the facing page of the Form OC or any amendment. (d) The effectiveness will be delayed if a duly authorized amendment, telegram confirmed in writing, or letter states that the effective date is delayed until a further amendment is filed specifically stating that the offering circular will become effective in accordance with this subpart. (e) An amendment filed after the effective date of the offering circular shall become effective on such date as the FDIC may determine. (f) If it appears to the FDIC at any time that the offering circular includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, then the FDIC may pursue any remedy it is authorized to pursue under section 8 of the Federal Deposit Insurance Act, as amended (12 U.S.C. 1818), including, but not limited to, institution of cease-and-desist proceedings. § 390.416 Form, content, and accounting. (a) Form and content. (1) Be filed under cover of Form OC, which is under 12 CFR part 192; (2) Comply with the requirements of Items 3 and 4 of Form OC and the requirements of all items of the form for registration (17 CFR part 239) that the issuer would be eligible to use were it required to register the securities under the Securities Act; (3) Comply with all item requirements of the Form S-1 (17 CFR part 239) for registration under the Securities Act, if the association issuing the securities is not in compliance with the FDIC's regulatory capital requirements during the time the offering is made; (4) Where a form specifies that the information required by an item in the Commission's Regulation S-K (17 CFR part 229) should be furnished, include such information and all of the information required by Item 7 of Form PS, which is under 12 CFR part 192; (5) Include after the facing page of the Form OC a cross-reference sheet listing each item requirement of the form for registration under the Securities Act and indicate for each item the applicable heading or subheading in the offering circular under which the required information is disclosed; (6) Include in part II of the Form OC the applicable undertakings required by the form for registration under the Securities Act; (7) If the issuer has not previously been required to file reports pursuant to section 13(a) of the Exchange Act or § 390.427, include in part II of Form OC the following undertaking: “The issuer hereby undertakes, in connection with any distribution of the offering circular, to have a preliminary or effective offering circular including the information required by this subpart distributed to all persons expected to be mailed confirmations of sale not less than 48 hours prior to the time such confirmations are expected to be mailed;” (8) In offerings involving the issuance of options, warrants, subscription rights or conversion rights within the meaning of § 390.410(a)(8), include in part II of Form OC an undertaking to provide a copy of the issuer's most recent audited financial statements to persons exercising such options, warrants or rights promptly upon receiving written notification of the exercise thereof; (9) Include as supplemental information and not as part of the Form OC and only with respect to de novo (10) In addition to the information expressly required to be included by this subpart, there shall be added such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading. (b) Accounting requirements. § 390.417 Use of the offering circular. (a) An offering circular or amendment declared effective by the FDIC shall not be used more than nine months after the effective date, unless the information contained therein is as of a date not more than 16 months prior to such use. (b) An offering circular filed under § 390.414(b)(3) shall not extend the period for which an effective offering circular or amendment may be used under paragraph (c) of this section. (c) If any event arises, or change in fact occurs, after the effective date and such event or change in fact, individually or in the aggregate, results in the offering circular containing any untrue statement of material fact, or omitting to state a material fact necessary in order to make statements made in the offering circular not misleading under the circumstances, then no offering circular, which has been declared effective under this subpart, shall be used until an amendment reflecting such event or change in fact has been filed with, and declared effective by, the FDIC. § 390.418 Escrow requirement. (a) Any funds received in an offering which is offered and sold on a best efforts all-or-none condition or with a minimum-maximum amount to be sold shall be held in an escrow or similar separate account until such time as all of the securities are sold with respect to a best efforts all-or-none offering or the stated minimum amount of securities are sold in a minimum-maximum offering. (b) If the amount of securities required to be sold under escrow conditions in paragraph (a) of this section are not sold within the time period for the offering as disclosed in the offering circular, all funds in the escrow account shall be promptly refunded unless the FDIC otherwise approves an extension of the offering period upon a showing of good cause and provided that the extension is consistent with the public interest and the protection of investors. § 390.419 Unsafe or unsound practices. (a) No person shall directly or indirectly, (1) Employ any device, scheme or artifice to defraud, (2) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading, or (3) Engage in any act, practice, or course of business which operates as a fraud or deceit upon any person, in connection with the purchase or sale of any security of a State savings association. (b) Violations of this subpart shall constitute an unsafe or unsound practice within the meaning of section 8 of the Federal Deposit Insurance Act, as amended, 12 U.S.C. 1818. (c) Nothing in this subpart shall be construed as a limitation on the applicability of section 10(b) of the Exchange Act (15 U.S.C. 78j(b)) or Rule 10b-5 promulgated thereunder (17 CFR 240.10b-5). § 390.420 Withdrawal or abandonment. (a) Any offering circular, amendment, or exhibit may be withdrawn prior to the effective date. A withdrawal shall be signed and state the grounds upon which it is made. Any document withdrawn will not be removed from the files of the FDIC, but will be marked “Withdrawn upon the request of the issuer on (date).” (b) When an offering circular or amendment has been on file with the FDIC for a period of nine months and has not become effective, the FDIC may, in its discretion, determine whether the filing has been abandoned, after notifying the issuer that the filing is out of date and must either be amended to comply with the applicable requirements of this subpart or be withdrawn within 30 days after the date of such notice. When a filing is abandoned, the filing will not be removed from the files of the FDIC, but will be marked “Declared abandoned by the FDIC on (date).” § 390.421 Securities sale report. (a) Within 30 days after the first sale of the securities, every six months after such 30 day period and not later than 30 days after the later of the last sale of securities in an offering pursuant to § 390.411 or the application of the proceeds therefrom, the issuer shall file with the FDIC a report describing the results of the sale of the securities and the application of the proceeds, which shall include all of the information required by Form G-12 set forth at § 390.429 and shall also include the following: (1) The name, address, and docket number of the issuer; (2) The title, number, aggregate and per-unit offering price of the securities sold; (3) The aggregate and per-unit dollar amounts of actual itemized expenses, discounts or commissions, and other fees; (4) The aggregate and per-unit dollar amounts of the net proceeds raised, and the use of proceeds therefrom; and (5) The number of purchasers of each class of securities sold and the number of owners of record of each class of the issuer's equity securities after the issuance of the securities or termination of the offer. (b) Within 30 days after the first sale of the securities, every six months after the first sale of the securities and not later than 30 days after the last sale of securities in an offering pursuant to § 390.413, the issuer shall file with the FDIC a report describing the results of the sale of securities, which shall include all of the information required by Form G-12 set forth at § 390.429, and shall also include the following: (1) All of the information required by paragraph (a) of this section; and (2) A detailed statement of the factual and legal grounds for the exemption claimed. § 390.422 Public disclosure and confidential treatment. (a) Any offering circular, amendment, exhibit, notice, or report filed pursuant to this subpart will be publicly available. Any other related documents will be treated in accordance with the provisions of the Freedom of Information Act (5 U.S.C. 552), the Privacy Act of 1974 (5 U.S.C. 552a), and parts 309 and 310 of this chapter. (b) Any requests for confidential treatment of information in a document required to be filed under this subpart shall be made as required under Commission Rule 24b-2 (17 CFR 240.24b-2) under the Exchange Act. § 390.423 Waiver. (a) The FDIC may waive any requirement of this subpart, or any required information: (1) Determined to be unnecessary by the FDIC; (2) In connection with a transaction approved by the FDIC for supervisory reasons, or (3) Where a provision of this subpart conflicts with a requirement of applicable state law. (b) Any condition, stipulation or provision binding any person acquiring a security issued by a State savings association which seeks to waive compliance with any provision of this subpart shall be void, unless approved by the FDIC. § 390.424 Requests for interpretive advice or waiver. Any requests to the FDIC for interpretive advice or a waiver with respect to any provision of this subpart shall satisfy the following requirements: (a) A copy of the request, including any attachments, shall be filed with the FDIC; (b) The provisions of this subpart to which the request relates, the participants in the proposed transaction, and the reasons for the request, shall be specifically identified or described; and (c) The request shall include a legal opinion as to each legal issue raised and an accounting opinion as to each accounting issue raised. § 390.425 Delayed or continuous offering and sale of securities. Any offer or sale of securities under § 390.411 may be made on a continuous or delayed basis in the future, if: (a) The securities would satisfy all of the eligibility requirements of the Commission's Rule 415, 17 CFR 230.415; and (b) The association issuing the securities is in compliance with the FDIC's regulatory capital requirements during the time the offering is made. § 390.426 Sales of securities at an office of a State savings association. Sales of securities of a State savings association or its affiliates at an office of a State savings association may only be made in accordance with the provisions of § 390.340. § 390.427 Current and periodic reports. (a) Each State savings association which files an offering circular which becomes effective pursuant to this subpart, after such effective date, shall file with the FDIC periodic and current reports on Forms 8-K, 10-Q and 10-K as may be required by section 13 of the Exchange Act (15 U.S.C. 78m) as if the securities sold by such offering circular were securities registered pursuant to section 12 of the Exchange Act (15 U.S.C. 78 l l (b) For purposes of registering securities under section 12(b) or 12(g) of the Exchange Act, an issuer subject to the reporting requirements of paragraph (a) of this section may use the Commission's registration statement on Form 10 or Form 8-A or 8-B as applicable. § 390.428 Approval of the security. Any securities of a State savings association which are not exempt under this subpart and are offered or sold pursuant to an offering circular which becomes effective under this subpart, are deemed to be approved as to form and terms for purposes of this subpart. § 390.429 Form for securities sale report. FDIC, 550 17th Street, NW., Washington, DC 20429 [Form G-12] Securities Sale Report Pursuant to § 390.12 FDIC No. Issuer's Name: Address: If in organization, state the date of FDIC certification of insurance of accounts: ____ State the title, number, aggregate and per-unit offering price of the securities sold: ________ State the aggregate and per-unit dollar amounts of actual itemized offering expenses, discounts, commissions, and other fees: ________ State the aggregate and per-unit dollar amounts of the net proceeds raised: ________ Describe the use of proceeds. If unknown, provide reasonable estimates of the dollar amount allocated to each purpose for which the proceeds will be used: ________ State the number of purchasers of each class of securities sold and the number of owners of record of each class of the issuer's equity securities at the close or termination of the offering: ________ For a non-public offering, also state the factual and legal grounds for the exemption claimed (attach additional pages if necessary): ________ For a non-public offering, all offering materials used should be listed: ________ Person to Contact: Telephone No.: This issuer has duly caused this securities sale report to be signed on its behalf by the undersigned person. Date of securities sale report Issuer: Signature: Name: Title: Instruction: Print the name and title of the signing representative under his or her signature. Ten copies of the securities sale report should be filed, including one copy manually signed, as required under 12 CFR 390.414. Attention Intentional misstatements or omissions of fact constitute violations of Federal law (See 18 U.S.C. 1001 and § 390.355(b)). § 390.430 Filing of copies of offering circulars in certain exempt offerings. A copy of the offering circular, or similar document, if any, used in connection with an offering exempt from the offering circular requirement of § 390.411 by reason of § 390.412(e) or § 390.413 shall be mailed to the FDIC within 30 days after the first sale of such securities. Such copy of the offering circular, or similar document, is solely for the information of the FDIC and shall not be deemed to be “filed” with the FDIC pursuant to § 390.411. The mailing to the FDIC of such offering circular, or similar document, shall not be a pre-condition of the applicable exemption from the offering circular requirements of § 390.411. Subpart X-Z [Reserved]