SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities

Effective Date: December 3, 2012

Executive Summary
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.
SYSTEMS TRAINING - Private Placement Filing
FINRA is offering training on the new private placement filing system, which facilitates compliance with FINRA Rules 5122 and 5123. 
This FREE WebEx training is available from 10-11:30 a.m. (ET) on November 29. For more information about the filing requirements, please see Regulatory Notice 12-40.


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.



Questions concerning this Notice should be directed to:
  • Joseph E. Price, SVP, Corporate Financing/Advertising Regulation, at (240) 386-4623;
  • Paul Mathews, Director, Corporate Financing Department, at  (240) 386-4623;
  • Lisa Jones Toms, Assoc. Dir. and Senior Counsel, Corp. Financing Dept. at (240) 386-4661; or
  • Stan Macel, Assistant General Counsel, Office of General Counsel (OGC), at (202) 728-8056. 

Michael Fugler, NIBA Advisory Committee Chairman

Emily Foshee, NIBA Executive Director

View our profile on LinkedIn   Follow us on Twitter   Visit our blog