Syndication - Is a PPM required for 3 or less outside investors?

[Scott Mac]

I had a fellow syndicator in Massachusetts tell me that a PPM is not required for 3 or fewer investors.

1.   Is this correct for the SEC if it's multi-state, and would it fly in a Texas only offering?

2. Would it make any difference if it was an LLC or Tenets in Common offering?

3.  If it is true, would not having a PPM increase the sponsors exposure in a lawsuit in any way?

4.  Also, If it's true, are there any states to avoid this in?

If anyone has any input on this it would be appreciated.

Thanks, 

Scott Mac....

Austin, TX.