A small company wants to issue a private placement under Rule 504 of Regulation D. To avoid public registration, the offering must
I. be offered only to existing holders and insiders
II. not be advertised to the general public
III. consist only of common stock
IV. Be "restricted" and not re-sellable without registration
A) I and III
B) I and IV
C) II and III
D) II and IV
Answer: D