SR-FINRA-2011-027

Proposed Rule Change to Amend FINRA Trade Reporting Rules Relating to OTC Transactions in Equity Securities that are Part of a Distribution and to Transfers of Equity Securities to Create or Redeem Instruments such as ADRs and ETFs

Financial Industry Regulatory Authority, Inc. (“FINRA”) is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to amend FINRA Rules 6282, 6380A, 6380B and 6622 relating to trade reporting over-the-counter (“OTC”) transactions in equity securities to (1) clarify the existing exception for transactions that are part of a distribution of securities and impose certain notice requirements on members relying on the exception for transactions that are part of an “unregistered secondary distribution”; and (2) expressly exclude from the trade reporting requirements transfers of equity securities for the purpose of creating or redeeming instruments such as American Depositary Receipts (“ADRs”) and exchange-traded funds (“ETFs”).