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.

 

Filing Regulation M Forms

 

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.

 

Filing Forms Under FINRA Rule 5190 and/or FINRA Rule 6275

 

Firms must submit all compliance forms under Rule 5190 and/or Rule 6275 to Market Regulation via:

  • the Firm Gateway; or
  • a third-party vendor (e.g., Dealogic, Ipreo).

 

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.

 

How to Request Access

  • The Super Account Administrator (SAA) at each FINRA member firm has the ability to assign user access rights to the system for themselves and employees at their firm.
  • If your firm has designated an SAA for FINRA systems, contact that individual to change your existing user account or to create a new user account for you. To determine whether your organization has an SAA, log in to the Firm Gateway, click on "My Account" and view information from the "Applications & Administrators" link. If you do not have access to the Firm Gateway, contact FINRA at (301) 869-6699 to find out who at your firm is designated as the SAA.
  • If your firm has not yet named an SAA, your firm must do so in order to access the system. View instructions on how to entitle someone at your firm to serve in this role. Once your firm's SAA has been designated, contact that individual to request access to the system.