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Private Placements Filing Timeliness Report

FINRA Rule 5123(a) requires firms that sell a private placement to file a copy of any offering document with FINRA within 15 calendar days of the first sale, subject to certain exemptions. FINRA Rule 5122(b)(2) requires firms that sell a private placement of unregistered securities issued by a member or a control entity to file a copy of any offering document with FINRA at or prior to the time it is provided to a prospective investor.  The Corporate Financing Private Placements Filing Timeliness Report, published on a quarterly basis, is provided to support a firm's monitoring of these requirements.  

The report allows entitled individuals to see a count of filings submitted within and outside the required deadlines, count of filings, and timely and untimely filing percentages for their firm and the industry as a whole.  This report also allows firms to understand the magnitude of timeliness as ranked with other filing firms. Firms have the ability to see the report analyses for filings in which they have submitted.  

This report is produced at the beginning of each calendar quarter.  Users who have a report to view and who have not opted out of notifications will receive an email indicating that new reports have been published.

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Filings made under FINRA Rule 5123

Summary Report

The Corporate Financing Private Placements Filing Timeliness Summary Report allows the user to see their firm's filing performance.  The table below provides a reference description for all of the elements found in the Corporate Financing Private Placements Filing Timeliness Summary Report.  

Term Description

Quarter

The calendar quarter and year in which the submission was made to the Private Placement Filing System.

Total Filings by Firm (Count)

Total number of Rule 5123 filings submitted by the firm.

Filings Submitted Within 15 Days of Date of First Sale (Count)

Number of filings submitted 15 or fewer calendar days after the date of first sale, as entered by the firm in the filer form. This figure includes filings for which the firm represented in the filer form that “sales have yet to commence” at the time of filing.

Filings Submitted Within 15 Days of Date of First Sale  (%)

Number of filings submitted within 15 days of date of first sale divided by the total number of filings submitted during the quarter,

Filings Submitted >15 Days after Date of First Sale (Total Count)

Number of filings submitted more than 15 calendar days after the date of first sale, as entered by the firm in the filer form.

Filings Submitted >15 Days after Date of First Sale (Total %)

Number of filings submitted more than 15 calendar days after the date of first sale, divided by the total number of filings submitted during the quarter.

Filings Submitted >15 Days after Date of First Sale (16 to 30 Days Count)

Number of filings submitted between 16 and 30 calendar days after the date of first sale, as entered by the firm in the filer form.

Filings Submitted >15 Days after Date of First Sale (Over 30 Days Count)

Number of filings submitted over 30 calendar days after the date of first sale, as entered by the firm in the filer form.

Filings with Unknown Date of First Sale (Count)

Number of filings for which the firm entered an“Unknown” date of first sale in the filer form.

Filings with Unknown Date of First Sale (%)

Number of filings with an “Unknown” date of first sale divided by the total number of filings submitted during the quarter.

Firm’s Rank in Industry Timeliness

This represents the firm’s performance relative to all firms that submitted filings in that calendar quarter and is based on the timely filing percentage. The firm(s) with the highest percentage of timely filings in a given quarter will be ranked 1. In the event of a tie, multiple firms may receive the same ranking. The firm’s percentages of filings that are untimely or have unknown timeliness are not incorporated into the ranking.

Total Number of Firms Industry

Total number of firms that submitted filings under Rule 5123 in a given calendar quarter.

Total Filings Count Industry

Total number of Rule 5123 filings submitted by all firms.

Filings Submitted Within 15 Days of Date of First Sale % Industry

Percentage of filings by all firms that were submitted within 15 calendar days of date of first sale.

Filings Submitted >15 Days after Date of First Sale % Industry

Percentage of filings by all firms that were submitted more than 15 calendar days beyond the date of first sale.

Filings with Unknown Date of First Sale % Industry

Percentage of filings by all firms that were submitted with an “Unknown” response entered for the date of first sale.

Filings Details

The table below provides a reference description for all of the elements found in the Corporate Financing Private Placements Filing Details.

Term Description

Filing ID

Filing number generated by the Private Placement Filing System.

Issuer Name

Name of issuer as entered by the firm in the filer form.

Affiliation with Issuer

Indicates if firm is affiliated with the issuer, as represented by the firm in the filer form (Y/N/Unknown).

Date of Filing Submission

Date of the filing submission.

Date of First Sale

Date of the first sale as entered by the firm in the filer form.

“Unknown” selected for Date of First Sale

Indicates “Y” if the firm entered an “Unknown” response for the date of first sale in the filer form.

“Sales Yet to Commence” selected

Indicates “Y” if the firm selected that “sales have yet to commence”  in the filer form.

No. of Days between First Sale and Filing Submission

Number of calendar days between the date of first sale and date of filing submission. Note: if the firm entered a date of first sale that was later than the filing date, this figure will be a negative number. 

Link

Link to the Private Placement Filing System.

Filings made under FINRA Rule 5122

Summary Report

The Corporate Financing Private Placements Filing Timeliness Summary Report allows the user to see their firm's filing performance.  The table below provides a reference description for all of the elements found in the Corporate Financing Private Placements Filing Timeliness Summary Report.  

Term Description

Quarter

The calendar quarter and year in which the submission was made to the Private Placement Filing System.

Total Filings by Firm (Count)

Total number of Rule 5122 filings submitted by the firm.

Filings Submitted At or Prior to the Date of First Offer (Count)

Number of filings submitted on or prior to the date of first offer, as entered by the firm in the filer form.

Filings Submitted At or Prior to the Date of First Offer (%)

Number of filings submitted on or prior to the date of first offer, divided by the total number of filings submitted in the quarter .

Filings Submitted After the Date of First Offer (Total Count)

Number of filings submitted after the date of first offer, as entered by the firm in the filer form.

Filings Submitted After the Date of First Offer (Total %)

Number of filings submitted after the date of first offer, divided by the total number of filings submitted in the quarter.

Filings Submitted After the Date of First Offer (1 to 30 Days Count)

Number of filings submitted between 1 and 30 calendar days after the date of first offer, as entered by the firm in the filer form.

Filings Submitted After the Date of First Offer (Over 30 days Count)

Number of filings submitted over 30 calendar days after the date of first offer, as entered by the firm in the filer form.

Filings with Unknown Date of First Sale (Count)

Number of filings for which the firm entered an “Unknown” date of first offer in the filer form.

Filings with Unknown Date of First Sale (%)

Number of filings with an “Unknown” date of first offer divided by the total number of filings submitted during the quarter.

Firm’s Rank in Industry: Timeliness

This represents the firm’s performance relative to all firms that submitted filings in that calendar quarter and is based on the timely filing percentage. The firm(s) with the highest percentage of timely filings in a given quarter will be ranked 1. In the event of a tie, multiple firms may receive the same ranking. The firm’s percentages of filings that are untimely or have unknown timeliness are not incorporated into the ranking.

Total Number of Firms Industry

Total number of Firms that submitted filings in a given calendar quarter.

Total Filings Count Industry

Total number of filings submitted by all firms.

Filings Submitted At or Prior to the Date of First Offer % Industry

Percentage of filings by all firms that were submitted on or prior to the date of first offer.

Filings Submitted After the Date of First Offer % Industry

Percentage of filings by all firms that were submitted after the date of first offer.

Filings with Unknown Date of First Offer % Industry

Percentage of filings by all firms that were submitted with an “Unknown” response entered for the date of first offer.

Filing Details

The table below provides a reference description for all of the elements found in the Corporate Financing Private Placements Filing Details. 

Term Description

Filing ID

Filing number generated by the Private Placement Filing System.

Issuer Name

Name of issuer, as entered by the firm in the filer form.

Affiliation with Issuer

Indicates if firm is affiliated with the issuer, as represented by the firm in the filer form (Y/N/Unknown).

Date of Filing Submission

Date of the filing submission.

Date of First Offer

Date of the first offer as entered by the firm in the filer form

“Unknown” selected for Date of First Offer

Indicates “Y” if the firm entered an “Unknown” response for the date of first offer in the filer form

“Sales Yet to Commence” selected

Indicates “Y” if the firm selected that “sales have yet to commence” in the filer form

No. of Days between First Offer and Filing Submission

Number of calendar days between the date of first offer and date of filing submission. Note: if the firm entered a date of first offer that was later than the filing date, this figure will be a negative number. 

Link

Link to the Private Placement Filing System.