(a) Except as provided in SEA Rules 15c2-11(a)(1)(ii), 15c2-11(f)(1) through (7), and 15c2-11(g), no member shall initiate or resume the quotation of a non-exchange-listed security in any quotation medium unless the member has demonstrated compliance with this Rule and the applicable requirements for information maintenance under SEA Rule 15c2-11. Except as provided in paragraph (b) of this Rule, a member shall demonstrate compliance by making a filing with, and in the form required by, FINRA and must receive notification from FINRA that such form has been processed before initiating or resuming quotations in the quotation medium.
(b) Any qualified inter-dealer quotation system that has made a publicly available determination described in SEA Rule 15c2-11(a)(2) with respect to a non-exchange-listed security shall demonstrate compliance with this Rule and the applicable requirements for information maintenance under SEA Rule 15c2-11 by making a filing with, and in the form required by, FINRA. Such filing must be received no later than 6:30:00 p.m. Eastern Time on the business day following the qualified inter-dealer quotation system’s publicly available determination under SEA Rule 15c2-11(a)(2).
(c) The information to be filed shall contain:
(1) One copy of all information required to be maintained under SEA Rule 15c2-11(b)(1), (2), (3), (4), or (5), including any information that may be required by future amendments thereto. Members are not required to file with FINRA copies of any information that is available through the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system; provided, however, that the filing with FINRA shall contain identifying information for each issuer report or statement available through EDGAR that was relied upon in satisfying the member's obligations under this Rule and SEA Rule 15c2-11(b), (including the type of report, report date and any other information as may be requested by FINRA). If the information specified under SEA Rule 15c2-11(b)(1), (2), (3), (4), or (5) is not available on EDGAR and is publicly available through a qualified inter-dealer quotation system, in lieu of filing a copy of the required information, the filing with FINRA may contain identifying information for each issuer report or statement available through the qualified inter-dealer quotation system that was relied upon in satisfying the member’s obligations under this Rule and SEA Rule 15c2-11(a)(1)(i) or (a)(2), as applicable (including the type of report, report date, the permanent website address of the location of the information on the website of the qualified inter-dealer quotation system or its affiliate broker-dealer, and any other information as may be requested by FINRA).
(2) Identification of the issuer, the issuer's predecessor in the event of a merger or reorganization within the previous 12 months, the type of non-exchange-listed security to be quoted (e.g., ADR, warrant, unit, or common stock), the quotation medium to be used, a list of all officers and directors of the issuer, the member's initial or resumed quotation (except with respect to a qualified inter-dealer quotation system), and the particular subsection of SEA Rule 15c2-11 with which the member is demonstrating compliance.
(3) If a member is initiating or resuming quotation of a non-exchange-listed security with a priced entry, the basis upon which that priced entry was determined and the factors considered in making that determination.
(4) A certification that neither the member nor persons associated with the member have accepted or will accept any payment or other consideration prohibited by FINRA Rule 5250.
(d) Except with respect to a qualified inter-dealer quotation system, if a member's initial or resumed quotation does not include a priced entry, a member shall supplement its prior filing under this Rule, in the form required by FINRA, before inserting a priced entry for the affected non-exchange-listed security in a quotation medium. The supplemental filing shall specify the basis upon which the proposed priced entry was determined and the factors considered in making that determination. A member other than a qualified inter-dealer quotation system must submit the supplemental filing to FINRA and must receive notification from FINRA that such filing has been processed before the member may enter a priced quotation for the non-exchange-listed security in the quotation medium.
(e) All filings made with FINRA under this Rule must be reviewed and signed by a principal of the member firm.
(f) For purposes of this Rule, the term "non-exchange-listed security" means any equity security, other than a Restricted Equity Security, that is not traded on any national securities exchange.
(g) The term “qualified inter-dealer quotation system” has the same meaning as defined in SEA Rule 15c2-11(e)(6).
• • • Supplementary Material: --------------
.01 Any member initiating or resuming quotations in reliance on the exception provided by SEA Rule 15c2-11(f)(2) must be able to demonstrate eligibility for the exception by making a contemporaneous record of:
(a) the identification of each associated person who receives the unsolicited customer order or indication of interest directly from the customer, if applicable;
(b) the identity of the customer;
(c) the date and time the unsolicited customer order or indication of interest was received; and
(d) the terms of the unsolicited customer order or indication of interest that is the subject of the quotation (e.g., security name and symbol, size, side of the market, duration (if specified) and, if priced, the price).
Any member displaying a quote representing an unsolicited customer order or indication of interest that was received from another broker-dealer must contemporaneously record the identity of the person from whom information regarding the unsolicited customer order or indication of interest was received, if applicable; the date and time the unsolicited customer order or indication of interest was received by the member displaying the quotation; and the terms of the order that is the subject of the quotation.
.02 Qualified Inter-dealer Quotation System Daily File. Where the qualified inter-dealer quotation system has made one or more publicly available determinations described in SEA Rule 15c2-11(a)(2), (f)(2)(iii)(B), (f)(3)(ii)(A), or (f)(7), the qualified inter-dealer quotation system must submit to FINRA a daily file containing the following information for all non-exchange listed equity securities quoted on its system:
(a) Security symbol;
(b) Issuer name;
(c) If the non-exchange-listed security is being quoted pursuant to a processed Form 211 under Rule 6432(a);
(d) If applicable, the type of publicly available determination made by the qualified inter-dealer quotation system (e.g., pursuant to SEA Rule 15c2-11(a)(2), 15c2-11 (f)(2)(iii)(B), 15c2-11(f)(7), etc.) and the date on which such publicly available determination was made by the qualified inter-dealer quotation system;
(e) With respect to a non-exchange-listed security for which the qualified inter-dealer quotation system has made a publicly available determination under SEA Rule 15c2-11(f)(7) relating to the availability of the piggyback exception under SEA Rule 15c2-11(f)(3), whether the issuer is a shell company and, if a shell company, the number of days remaining in the applicable 18-month period under SEA Rule 15c2-11(f)(3)(i)(B)(2);
(f) If applicable, that the security is being quoted pursuant to an exception that does not rely on the qualified inter-dealer quotation system’s publicly available determination and, if so, identify the exception relied upon by the subscriber; and
(g) Such other information as specified by FINRA in a Regulatory Notice (or similar communication).
