Regulatory Notice 11-40

SEC Approves Amendments Clarifying Certain Exceptions Under Trade Reporting Rules and Adopting Notice Requirement for Transactions That Are Part of an Unregistered Secondary Distribution

Effective Date: November 1, 2011

The SEC approved amendments to FINRA rules clarifying that, for purposes of the exception from the trade reporting requirements for transactions that are part of a distribution of securities, “distribution” has the meaning set forth under SEC Regulation M. Effective November 1, 2011, firms that rely on the exception for transactions that are part of an “unregistered secondary distribution” must provide FINRA notice and information relating to the transactions, as described herein.

The SEC also approved amendments clarifying that transfers of securities for the purpose of creating or redeeming instruments such as American Depositary Receipts and exchange-traded funds are expressly excluded from the trade reporting requirements.

The text of the amendments can be found at

Questions regarding this Notice may be directed to:

  • Legal Section, Market Regulation, at (240) 386-5126; or
  • Office of General Counsel at (202) 728-8071