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Public Offering Late Filings Report

For any public offering that is required to be filed pursuant to FINRA Rule 5110(a)(2), FINRA Rule 5110(a)(3)(A) describes that the required documents and information must be filed by participating members with FINRA no later than three business days after any documents are filed with or submitted to the SEC, including confidential filings or submissions, or any state securities commission or other similar U.S. regulatory authority.  The Corporate Financing Public Offering Late Filings Report, published monthly, is provided to support a firm's monitoring of compliance with the FINRA Rule 5110(a)(3) timely filing requirements.  

Contingent on appropriate access and system entitlements, the report allows firm personnel to view a count of filings, a count of late filings, and a late filing percentage for their firm together with a comparison against filings submitted by the wider industry.  This report also allows firms to understand if their initial or amended public offering filings were late, and to consider their magnitude of lateness.  In addition, firms can analyze filings in which they served in a lead role, or a secondary non-lead role such as a co-manager.  

This report is produced at the beginning of each month.  Firm 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.

Please note: The Public Offering Late Filings Report was modified.  Filings submitted prior to March 20, 2020 were governed by the filing requirements described in the previous version of FINRA Rule 5110(b)(4)(A) effective from April 11, 2016 to March 19, 2020.  The documentation below defines the new version of the report which accounts for amendments to the FINRA Rule 5110 filing requirements implemented on March 20, 2020 and further described in Regulatory Notice 20-10.  Documentation for the prior version of the Public Offering Late Filings Report can be obtained by contacting Report Center

Summary Report

The Corporate Financing Public Offering Late Filings Summary Report allows the user to analyze their firm's compliance with the timely filing requirements of FINRA Rule 5110(a)(3).  The report's default view displays filings where the firm was considered a lead participating member and was likely responsible for submitting an individual filing and managing the public offering transaction.  By utilizing the views functionality, the report can be modified to display all filings where the firm was identified as a participating member in the Public Offering System in any capacity.  The table below provides a reference description for all the elements found in the Corporate Financing Public Offering Late Filings Summary Report.

Term

Description

Lead

A firm is considered a lead when they are assigned one of the following roles as part of an individual filing in the Public Offering System:

  • Book Runner
  • Dealer Manager
  • Lead Dealer Manager
  • Lead Financial Advisor
  • Lead Managing Underwriter
  • Lead Placement Agent
  • Lead Selected Dealer
  • Lead Selling Agent
  • Lead Solicitation Agent
  • Representative
  • Selling Agent
  • Sole Underwriter

A firm is also considered a lead if they are the sole firm identified in a public offering filing and hold the role of Finder or Syndicate member. 

Non-Lead Role

A firm is considered a non-lead when they are assigned one of the following roles as part of an individual filing in the Public Offering System:

  • Co-Selected Dealer
  • Co-Financial Advisor
  • Co-Managing Underwriter
  • Co-Placement Agent
  • Co-Selling Agent
  • Co-Dealer Manager
  • Co-Solicitation Agent
  • Syndicate (if there is another firm identified with a lead role for the public offering transaction)
  • Finder (if there is another firm identified with a lead role for the public offering transaction)

Month

The month and year when the public offering filings were submitted through the Public Offering System.

Total Filings Count

The total number of public offering filings submitted through the Public Offering System for a specified period in which the firm was identified as a participating member.

Late Filings Count

The total number of public offering filings submitted through the Public Offering System in which the firm was identified as a participating member and were submitted at least one business day after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Late Filing Percentage

The total number of late filings identified for the month divided by the total number of public offering filings submitted during the month through the Public Offering System, provided the firm was identified as a participating member.

Rank

This is the rank for the member firm relative to all other firms in the industry.  The rank is based on the late filing percentage for the specified period.  Firms with the lowest percentage of late filings in a given month will have the highest rank (i.e. rank #1 has the lowest percentage of late filings).

Firms Count Industry

The number of member firms that submitted at least one public offering filing through the Public Offering System during the period.

Total Filings Count Industry

The total number of public offering filings submitted through the Public Offering System by all member firms for the period.

Late Filings Count Industry

The total number of public offering filings submitted through the Public Offering System by all member firms for the specified period that were submitted at least one business day after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Late Filing Percentage Industry

The total number of late filings identified for all member firms for the month divided by the total number of all public offering filings submitted during the month through the Public Offering System, provided that firms were identified as participating members.

Late Initial Filings

The number of late public offering filings related to the following SEC form types:

  • DRS
  • 1-A
  • S-1
  • S-1MEF
  • S-11
  • S-11MEF
  • S-B
  • F-1
  • F-1MEF
  • F-10
  • 424A
  • 424B1
  • 424B2
  • 424B3
  • 424B4
  • 424B5
  • 424B7
  • 424A
  • N-2
  • N-2MEF
  • SUPPL

Late Amended Filings

The number of late public offering filings related to the following SEC form types:

  • DRS/A
  • 1-A/A
  • 1-A/POS
  • S-B/A
  • S-1/A
  • S-11/A
  • F-1/A
  • F-3/A
  • F-10/A
  • F-10POS
  • N-2/A
  • 486BPOS
  • POS AM
  • POS EX
  • POS 8C
  • POS462B

Lateness Magnitude1-3 Days

A count of public offering filings submitted to FINRA through the Public Offering System 1 to 3 business days after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Lateness Magnitude 4-10 Days

A count of public offering filings submitted to FINRA through the Public Offering System 4 to 10 business days after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Lateness Magnitude 11-30 Days

A count of public offering filings submitted to FINRA through the Public Offering System 11 to 30 business days after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Lateness Magnitude 31-59 Days

A count of public offering filings submitted to FINRA through the Public Offering System 31 to 59 business days after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Lateness Magnitude >59 Days

A count of public offering filings submitted to FINRA through the Public Offering System more than 59 days after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Average Lateness

The mean value of lateness (sum of business days late divided by number of late public offering filings) for all late filings identified during the period for an individual firm.

Median Lateness

The middle value of lateness for all of an individual firm’s late filings during the period.

Industry Average Lateness

The mean value of lateness (sum of business days late divided by number of late public offering filings) for all late filings identified during the period for all firms in the industry.

Industry Median Lateness

The middle value of lateness value for all firms in the industry with late filings during the period.
 

Late Filing Analysis - Details Data

The table below provides a description for all the elements found in the exportable Corporate Financing Public Offering Late Filings Detail Data.  

Term

Description

Firm CRD #

Broker-Dealer CRD # for the member firm identified as a participating member for an individual filing in the Public Offering System.

Firm Name

The name of the member firm identified as a participating member for a filing in the Public Offering System.

Lead Indicator

Describes if a member firm was identified as serving in a lead role in connection with a public offering filing.

Late Indicator

Indicates if the public offering filing was submitted at least one business day after the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Number of Days Late

Indicates the exact number of business days an individual filing was submitted late in the Public Offering System relative to the timely filing requirements described in FINRA Rule 5110(a)(3)(A).

Filer Name

Identification of the filer that submitted the public offering filing (i.e. a member firm or member counsel).

Issuer Name

Identity of the issuer intending to sell securities in connection with a public offering as defined in FINRA Rule 5110(j)(12).

CIK Number

The Central Index Key number provided by the SEC to the issuer.

Deal Id

The reference number assigned to the public offering filing in FINRA’s Public Offering System.

Version Number

The version number associated with an initial or updated submission for a public offering filing where required documents (i.e. SEC forms) were submitted.  

SEC Registration Number

SEC identifier, or file number, which is searchable in EDGAR and links documents related to the same transaction (i.e., an initial registration statement and subsequent amendments are associated with the same file number).

Document Type

The SEC form type of the document submitted through FINRA’s Public Offering System as part of a filing.

Accession Number

The unique number that EDGAR assigns to each document submitted to the SEC.

FINRA Filing Date

The date the public offering filing was submitted through FINRA's Public Offering System.

SEC Filing Date

The date the filing was submitted through the SEC's EDGAR System.

Documented SEC Filing Date

The date that a filer represented as the SEC submission date for a document in the Public Offering System.  This date may vary from the actual SEC filing date.

Amendment Indicator

Indicates if the document type submitted through the Public Offering System is considered an amendment to a pre-existing SEC form.

Role

The role of the participating member which is identified by the filer in FINRA’s Public Offering System.