FINRA Updates Private Placement Filer Form Pursuant to FINRA Rules 5122 and 5123

Regulatory Notice 21-10

Summary

FINRA has updated the form that members must use to file offering documents and information pursuant to FINRA Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities) (Filer Form). The updated Filer Form will be accessible in the FINRA Gateway beginning  May 22, 2021, and includes new and updated questions that will facilitate review of the filed material.1 Beginning on May 22, 2021, members will be required to complete the updated Filer Form for all new filings, as well as for new amendments to filings.

See Attachment A for a copy of the updated Filer Form. In addition, this Notice informs members about the information that may be requested during a FINRA examination concerning the member’s private placement business. See Attachment B for a copy of the “Unregistered Offering List” template.

Questions regarding this Notice may be directed to:

  • Minh Le, Director, Corporate Financing, at (240) 386-4638 or by email;
  • Janet Boysen, Manager, Corporate Financing, at (240) 386-5101 or by email; or
  • Kathryn Moore, Associate General Counsel, Office of General Counsel, at (202) 728-8200 or by email. 

View Full Notice Here: