Regulation M Filings
The SEC’s Regulation M is designed to prevent manipulation by individuals with an interest in the outcome of an offering, and prohibits activities and conduct that could artificially influence the market for an offered security.
As part of its program to monitor firms for compliance with Regulation M, FINRA's Market Regulation Department reviews over-the-counter trading and quoting activity for prohibited purchases, bids or attempts to induce bids or purchases during the applicable restricted period, and for prohibited short sales during the five-day period prior to pricing the offering. Per FINRA rules, firms must provide FINRA with pertinent distribution-related information in a timely fashion to facilitate this component of its Regulation M compliance program.
Firms are reminded that in addition to the Regulation M-related reporting requirements under FINRA rules, discussed in detail in Regulatory Notice 08-74, they may have other reporting obligations, e.g., under the FINRA transaction reporting rules or the Regulation M-related rules of a national securities exchange.
As announced in Regulatory Notice 12-19, FINRA is establishing a new process for the electronic submission to FINRA of the notice and information relating to distributions subject to Regulation M under Rule 5190, Rule 6275(f) and the trade reporting rules. All notices related to these rules must be submitted to FINRA's Market Regulation Department electronically through the FINRA Firm Gateway.
Through this application, users will be able to submit and amend the Regulation M Restricted Period Notification, the Regulation M Notice of Intent to Impose a Penalty Bid, Engage in a Syndicate Covering Transaction and/or Enter a Stabilizing Bid, as well as, the Regulation M Trading Notification. Firms may also request that FINRA generate an Underwriting Activity Report in NASDAQ-listed securities through this system.
Firms must submit all compliance forms under Rule 5190 and/or Rule 6275 to Market Regulation via:
If you have questions about these submissions or about other Regulation M-related issues, please review related frequently asked questions or call (240) 386-5560.