Choice "A" is correct. The 1933 Act generally is concerned with sales by issuers, underwriters, or dealers. Sales by other persons are exempt.
Choice "b" is incorrect. There is no exemption from registration for issuances of nonvoting stock.
Choice "c" is incorrect. The fact that the issuer was closely held prior to the public offering does not qualify the offering for an exemption.
Choice "d" is incorrect. The fact that securities appear to be relatively safe does not provide an exemption from the registration requirements.
