Regulatory Notice 12-40

SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities

Effective Date: December 3, 2012

The SEC approved new FINRA Rule 5123 to require each FINRA member firm that sells an issuer’s securities in a private placement, subject to certain exemptions, to file with FINRA a copy of any private placement memorandum, term sheet or other offering document the firm used within 15 calendar days of the date of the sale, or indicate that it did not use any such offering documents. Firms must file the required offering documents electronically with FINRA through the FINRA Firm Gateway. The rule becomes effective December 3, 2012, and applies prospectively to private placements that begin selling efforts on or after that date.

In addition, effective December 3, 2012, firms must submit filings regarding member firm private offerings (MPOs), as required by FINRA Rule 5122 (Private Placements of Securities Issued By Members), through the Firm Gateway.

The text of Rule 5123 is set forth in Attachment A.

Questions concerning this Notice should be directed to:

  • Joseph E. Price, Senior Vice President, Corporate Financing/Advertising Regulation, at (240) 386-4623;
  • Paul Mathews, Director, Corporate Financing Department, at  (240) 386-4623;
  • Lisa Jones Toms, Associate Director and Senior Counsel, Corporate Financing Department, at (240) 386-4661; or
  • Stan Macel, Assistant General Counsel, Office of General Counsel (OGC), at (202) 728-8056.