FAR · Select transactions · 11 practice questions
ASC 820 Level 1: Equity Lockups and Blockage Discounts
An unadjusted quote for identical shares in an active, accessible market is Level 1; holder-specific lockups and block size do not change it. Below: compare the same investment with one fact changed each time.
Try one first
Hint
Under ASC 820, ask whether the unit of account makes the restriction holder‑specific and recall how transaction costs affect (or do not affect) the measured fair value.
Answer B. ASC 820 defines fair value as an exit price and excludes transaction costs from the measurement. Because the unit of account is an individual share and identical unrestricted shares trade in an active market, holder‑specific contractual sale restrictions are ignored for the fair value measurement; the unadjusted quoted price is the exit price. An unadjusted quoted price for an identical asset in an active market is a Level 1 input, so the shares are measured at $42 per share (Level 1).
Why not A: Tempting because it simply subtracts management's $5 restriction-related reduction (a marketability discount) and treats the adjustment as an unobservable-input valuation (Level 3). Wrong because ASC 820 requires ignoring holder‑specific contractual sale restrictions when the unit of account is an identical individual share in an active market; creating a restriction-based discount with unobservable inputs is therefore inappropriate.
Why not C: Tempting because the contractual restriction might be viewed as affecting the availability of market inputs and therefore the valuation level. Wrong because identical unrestricted shares have an unadjusted quoted price in an active market and holder‑specific restrictions are ignored for measurement; that quoted price is a Level 1 input, so reclassifying to Level 2 is incorrect.
Why not D: Tempting because net proceeds after a 3% commission equal $40.74 and candidates may conflate fair value with net proceeds. Wrong because ASC 820 excludes transaction costs from the fair value amount; brokerage commissions do not reduce the quoted exit price (they may be considered when selecting the most advantageous market, not to lower fair value itself).
Same scenario, one fact changes
Base case
At December 31, 20X5, Harlan Co. measures 100,000 common shares at fair value. Each share is the unit of account. Its only valuation input is a current $40 quote for identical unrestricted shares in an active, accessible principal market. The quote reflects orderly transactions. Harlan has no sale restriction, and no adjustments are needed.
Answer: $4,000,000; Level 1.
100,000 × $40 = $4,000,000. The unadjusted quote is for identical shares in an active market Harlan can access, so it is Level 1.
Before you open each one, predict the answer.
Change 1Harlan now has a holder-specific 180-day contractual sale restriction that would not transfer with the shares.
Answer: $4,000,000; Level 1.
The lockup does not matter to this measurement: it limits Harlan, not the shares. The unadjusted $40 quote remains Level 1.
Change 2Harlan now expects selling its entire position at once would depress the price.
Answer: $4,000,000; Level 1.
Block size does not matter to this measurement. Each share is the unit of account, so use $40 without a blockage discount.
Change 3The market is now inactive; the $40 quote remains current, observable, and representative of orderly transactions.
Answer: $4,000,000; Level 2.
The quote remains usable, so the amount stays $4,000,000. An observable quote for identical shares in an inactive market is Level 2.
Change 4The only available input is now a $40 model estimate using significant unobservable assumptions, not a quoted price.
Answer: $4,000,000; Level 3.
The estimate still produces $4,000,000. Significant unobservable inputs make the measurement Level 3; using a model alone would not.
Key points
- Remember: Classify the valuation input, not the holder's ability to sell or the size of its position.
- Fair value excludes brokerage commissions; it is not net sale proceeds.
- A model is not automatically Level 3; significant unobservable inputs make it Level 3.
How the exam traps you
- Discounting the quote for a holder-specific contractual lockup. Ignore the holder-specific restriction. Use the unadjusted active-market quote.
- Reducing the quote because selling the entire block would depress prices. Multiply the individual share quote by the share count. Do not apply a blockage discount.
- Using the full quote but labeling restricted shares Level 2. The restriction does not change the input. An unadjusted active-market quote for identical shares remains Level 1.
Now the same facts as questions
Each question changes one fact from the one before. Watch which change flips the answer.
Question 1
Answer A. Correct. 100,000 × $40 = $4,000,000; the unadjusted active-market quote is Level 1.
Why not B: Incorrect. The quote is for identical shares in an active market, not a Level 2 input.
Why not C: Incorrect. No significant unobservable inputs are used.
Why not D: Incorrect. Nothing supports reducing the quoted price or changing its Level 1 classification.
Question 2
Answer B. Correct. Ignore the holder-specific lockup and use the unadjusted $40 Level 1 quote.
Why not A: Incorrect. A holder-specific lockup does not justify an unobservable marketability discount.
Why not C: Incorrect. The lockup does not change the valuation input or its hierarchy level.
Why not D: Incorrect. The restriction does not justify a discount or Level 2 classification.
Question 3
Answer C. Correct. Use $40 per individual share without a block-size adjustment.
Why not A: Incorrect. A blockage discount is prohibited in this measurement.
Why not B: Incorrect. Expected block-sale proceeds do not replace the available Level 1 quote.
Why not D: Incorrect. Position size does not change the unadjusted quote's Level 1 classification.
Question 4
Answer B. Correct. An observable quote for identical shares in an inactive market is Level 2.
Why not A: Incorrect. Level 1 requires an active market.
Why not C: Incorrect. The measurement uses an observable quote, not significant unobservable inputs.
Why not D: Incorrect. Inactivity alone does not require discounting this current, representative quote.
Question 5
Answer C. Correct. 100,000 × $40 = $4,000,000; significant unobservable inputs determine Level 3 classification.
Why not A: Incorrect. The $40 input is a model estimate, not an unadjusted active-market quote.
Why not B: Incorrect. Significant unobservable assumptions place the measurement in Level 3.
Why not D: Incorrect. Level 3 describes the inputs; it does not require reducing the $40 estimate.
Question 2
Hint
Evaluate each item separately by asking what the significant inputs are and whether any quoted price or restriction actually affects the fair value measurement under ASC 820.
Answer C. The quoted price for identical unrestricted shares in an active market remains a Level 1 input even if the reporting entity has a holder-specific contractual sale restriction, such a restriction specific to the holder is not reflected in the fair value measurement. The municipal bond is Level 2 because the pricing service relied on observable market inputs (comparable trades, benchmark yield curves, observable credit spreads) and Lark made no entity-specific adjustments. Investments measured at NAV per share using the practical expedient are disclosed separately and are not categorized within the ASC 820 fair value hierarchy.
Why not A: This distractor plays on the incorrect shortcut that any model-based price equals Level 3. When a pricing vendor uses primarily observable market inputs (recent comparable trades, yield curves, observable credit spreads), the significant inputs are observable and the measurement is Level 2, not Level 3. The NAV practical expedient also does not put the investment into Level 3.
Why not B: This is tempting because candidates often assume any sale restriction lowers the level. However, a restriction that is specific to the holder and not a market-wide feature does not change the measurement when identical unrestricted shares trade in an active market. Also, using NAV as a practical expedient does not place the investment into Level 2.
Why not D: This combines two common errors: downgrading the exchange-traded equity because of a holder-specific lock-up and treating vendor-priced bonds as necessarily Level 3. The holder-specific restriction does not override an active-market quoted price, and observable inputs used by the pricing service keep the bond in Level 2. The NAV treatment is correctly left outside the hierarchy in this choice, but the other classifications are incorrect.
Question 3
Hint
Analyze each investment separately, and remember that not every fair value amount ends up labeled Level 1, Level 2, or Level 3.
Answer D. The publicly traded stock is a Level 1 measurement because Bex uses the unadjusted quoted price for an identical security in an active market; a contractual sale restriction does not change that classification. Investments measured using the NAV practical expedient are disclosed separately and are not assigned to Level 1, 2, or 3 in the fair value hierarchy. Therefore the stock is Level 1 and the real estate fund is not categorized within Levels 1-3.
Why not A: This combines two mistakes. The contractual sale restriction does not reclassify the exchange-traded stock from Level 1 to Level 2 when the measurement uses the unadjusted quoted price. Also, absence of a quoted market price does not automatically place an NAV-measured investment into Level 3 because investments measured using the NAV practical expedient are excluded from the hierarchy.
Why not B: This is tempting because sale restrictions affect marketability, but when a fair value measurement is based on an unadjusted quoted price for an identical security in an active market, it remains Level 1. The second half (the NAV-measured fund is not categorized) is correct, but the stock classification is incorrect.
Why not C: This distractor leverages the idea that underlying unobservable inputs suggest Level 3, but the question states Bex measures the fund using the NAV practical expedient. Investments measured using that expedient are not included in Levels 1-3, even if the fund's underlying assets are illiquid.
Question 4
Hint
Analyze each item separately: ask whether the restriction is a characteristic of the asset itself, and then identify the lowest significant input used in the valuation.
Answer C. The 90-day contractual sale restriction is specific to Orion and would not transfer with the shares, so it is a holder-specific restriction and is not reflected in the fair value, identical unrestricted shares trading in an active market provide a Level 1 quoted price of $48. For the swap, the fair value hierarchy is determined by the lowest significant input used in the measurement; because an internally developed, significant unobservable adjustment for nonperformance risk is applied, the swap valuation is Level 3.
Why not A: Although the swap is valued using observable forward curves and a standard model, the hierarchy depends on the lowest significant input; the presence of a significant unobservable nonperformance-risk adjustment makes the measurement Level 3, so Level 2 is incorrect.
Why not B: Tempting because a sale restriction might suggest a discount, but the stem specifies the restriction is holder-specific and would not transfer with the shares, so the quoted unrestricted market price remains the fair value and Level 1 applies; the swap classification in this choice is correct but the stock treatment is wrong.
Why not D: This bundles two errors: it treats a holder-specific sale restriction as reducing fair value (incorrect given the stem) and it ignores the significant unobservable input in the swap valuation that pushes that measurement to Level 3.
Question 5
Hint
Ask whether the suggested discount relates to the asset itself or to Hall's ownership size; recall ASC 820's priority for unadjusted quoted prices in an active (principal) market.
Answer B. ASC 820 gives highest priority to unadjusted quoted prices in active markets for identical assets; such quotes are Level 1 inputs. Because Delta's quoted closing price in Hall's principal market is observable, Hall should measure fair value at the unadjusted $40. A block discount reflects Hall's position size (a holder-specific circumstance), not an asset characteristic, so adjusting the Level 1 price is inappropriate.
Why not A: This distractor is tempting because it tries to reflect the likely decline in proceeds from selling a large block. However, ASC 820 requires use of an unadjusted quoted price in an active market for identical assets when available; a block discount is a holder-specific adjustment, not a market-observable input, so adjusting a Level 1 quote (and calling it Level 2) is not appropriate.
Why not C: This appeals to candidates focused on proceeds from disposing the entire position, but a model-based Level 3 approach is lower priority and unnecessary when an unadjusted Level 1 quoted price for identical shares in an active market is available. Models and unobservable inputs are used only when relevant observable inputs are not available or adequate.
Why not D: Tempting because the exchange quote is the primary observable, but once the quoted price is adjusted for a non-asset characteristic (block size), the measurement no longer relies solely on an unadjusted Level 1 input. Moreover, adjusting for Hall's position size is a holder-specific factor ASC 820 does not permit to change a Level 1 measurement.
Question 6
Hint
First decide whether the sale restriction would transfer with the shares to a market participant (asset attribute) or is specific to Norwood (holder-specific); then decide if the active-market quoted price should be adjusted.
Answer B. The sale restriction is holder-specific and would not transfer with the shares to a market participant, so it is not reflected in fair value. Because an unadjusted quoted price for an identical asset is available in an active market, that price is used and the measurement is Level 1: 8,000 × $25 = $200,000.
Why not A: Tempting because a restriction might seem to make the holding different from exchange-traded shares and thus lower the hierarchy level. It is wrong because Level 1 still applies when an unadjusted quoted price in an active market exists for an identical asset, even if the current holder has a holder-specific restriction.
Why not C: Plausible because sale restrictions sometimes lead to marketability discounts. Incorrect here because the restriction is specific to Norwood and would not transfer to a market participant, so no adjustment to the active-market quoted price is made.
Why not D: Attractive because an entity-specific discount would involve unobservable inputs and imply Level 3. It fails because observable quoted prices for identical shares in an active market are available and used unadjusted; an entity-specific, unobservable discount is not required.
Common questions
Does a contractual stock lockup change Level 1 fair value?
A holder-specific contractual sale restriction does not change fair value or Level 1 classification. Use the unadjusted quote for identical unrestricted shares in an active market the entity can access.
Can ASC 820 fair value include a blockage discount?
No. When the unit of account is an individual share and a Level 1 quote is available, multiply that quote by the share count without a block-size discount.
Is a quoted price for identical shares always Level 1?
No. Level 1 requires an active market the entity can access; an observable quote for identical shares in an inactive market is Level 2.
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