Sophia, a U.S. citizen, owns 1% of USAco, a domestic corporation. All other shareholders of USAco are unrelated foreign persons. In a Type B reorganization, FORco transfers shares of its voting stock to USAco shareholders in exchange for 100% of the stock in USAco. Sophia realizes a gain on the exchange. Must Sophia recognize the gain?

		Yes, because this is an outbound transfer and no exception applies to the outbound-toll charge.
		No, if the limited-interest exception applies.
		Yes, only if USAco has earnings and profits.
		Yes, only if FORco has earnings and profits.