Regulation D provides exemptions from SEC registration for certain private placements. A core SIE concept is that a Regulation D offering may be sold to an unlimited number of accredited investors and no more than 35 nonaccredited investors, subject to applicable conditions. Choice C is correct. The dollar size of the offering alone, such as being more than $10 million, does not by itself define the exemption in this question. An offering made only to existing shareholders may describe a rights offering or other issuer transaction, but it is not the defining Regulation D standard. Choice D is incorrect because securities purchased in private placements are generally restricted securities and cannot be freely resold immediately without registration or an available resale exemption. Regulation D is designed to allow capital formation without full public registration when investor qualifications, offering limitations, and resale restrictions are satisfied. The SIE outline includes public versus private offerings, regulatory filing requirements and exemptions, and Regulation D under Securities Act rules. Reference: Knowledge of Capital Markets; Offerings; Public vs. Private Securities Offerings; Regulation D.