Proposed Rule Change to Adopt a New FINRA Rule 5122 to Impose Requirements Regarding Member Private Offerings

Financial Industry Regulatory Authority, Inc. (“FINRA”) (f/k/a National Association of Securities Dealers, Inc. (“NASD”)) is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to adopt new FINRA Rule 5122. This proposed rule change would require a member that engages in a private placement of unregistered securities issued by the member or a control entity to (1) make certain disclosures to investors in a private placement memorandum (“PPM”), (2) file the PPM with FINRA, and (3) commit that at least 85 percent of the offering proceeds will be used for the business purposes identified in the PPM.