CERTIFICATE FOR THE PURCHASE OF INITIAL PUBLIC OFFERINGS (IPOs) OF EQUITY SECURITIES Show Pursuant to FINRA Rule 5130 (the “New Issue Rule”), Stifel, Nicolaus & Company, Incorporated ("Stifel") may not sell or cause to be sold a new issue (all bolded terms are defined at the end of this document) to any account in which a restricted person holds a beneficial interest unless the account qualifies for a general exemption under the New Issue Rule. In addition, pursuant to FINRA Rule 5131 (the “IPO Allocation Rule”), firms may not, under certain circumstances, allocate shares of a new issue to any account in which an executive officer or director of a public company or a covered non-public company, or a person materially supported by such executive officer or director of a public company or covered non-public company, or a person materially supported by such executive officer or director (collectively, “Covered Persons”), has a beneficial interest unless the account qualifies for a general exemption. In addition, in connection with any new issue, you hereby represent that you will not act as a finder or in a fiduciary capacity to any managing underwriter of any new issue and that you shall notify Stifel immediately in the event that such representation ceases to be true and correct. IN ORDER TO PURCHASE OR RECEIVE AN ALLOCATION OF AN EQUITY IPO, YOU MUST CERTIFY YOUR ELIGIBILITY BY CHECKING ONE BOX FROM SECTION “A” AND ONE BOX FROM SECTION “B” AND COMPLETING THE ACCOUNT INFORMATION BELOW. IF YOU CANNOT CERTIFY, THEN YOU ARE DEEMED TO BE INELIGIBLE AND SHOULD NOT COMPLETE OR SUBMIT THIS FORM. SECTION A. New Issue Rule (FINRA RULE 5130) (Select one)
SECTION B. IPO Allocation Rule (FINRA Rule 5131) (Select one)
The undersigned hereby certifies they are authorized to provide this Certification and they, or an authorized representative of the account, will promptly notify Stifel in the event this Certification ceases to be true and correct. We cannot submit your request due to one or more of the following reasons:
General Exemptions:
Restricted Persons/Entities:
Other New Issue Rule and IPO Allocation Rule Definitions: Associated person or employee of a FINRA member firm: (1) Any natural person registered with FINRA and (2) any natural person, whether or not registered or exempt from registration with FINRA, who is a sole proprietor, partner, officer, director, or branch manager of a FINRA member firm, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by a FINRA member firm (for example, any employee). Beneficial interest: Any economic interest, including the right to share in gains or losses. The receipt of a management fee or performance-based fee for operating a collective investment account, or other fees for acting in a fiduciary capacity, shall not be considered a beneficial interest. Collective investment account: Any hedge fund, investment partnership, investment corporation, or any other collective investment vehicle that is engaged primarily in the purchase and sale of securities. A "collective investment account" does not include a “family investment vehicle” or an “investment club.” Covered non-public company: Any non-public company satisfying the following criteria: (i) income of at least $1 million in the last fiscal year or in two of the last three fiscal years and shareholders' equity of at least $15 million; (ii) shareholders’ equity of at least $30 million and a two-year operating history; or (iii) total assets and total revenue of at least $75 million in the latest fiscal year or in two of the last three fiscal years. Covered Person: Any executive officer or director of a public company or a covered non-public company, or a person materially supported by such executive officer or director. Executive officer or director: Any (i) person named as an executive officer or director in a U.S. public company’s most recent proxy filed with the SEC or in an annual report filed with the SEC on Form 10-K or Form 20-F, (ii) executive officer or director of a foreign company that is registered with the SEC under the ‘34 Act, as amended, or (iii) executive officer or director of a covered non-public company. Finder: A person who receives compensation for identifying potential investors in an offering. FINRA Member: A member of the Financial Industry Regulatory Authority or any person or entity associated with a FINRA member firm. Immediate family member: A person’s parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law and children, and any other individual to whom the person provides material support. IPO Allocation Rule: As defined under FINRA Rule 5131. Limited business broker-dealer: Any broker-dealer whose authorization to engage in the securities business is limited solely to the purchase and sale of investment company/variable contracts securities and direct participation program securities. Material support: Directly or indirectly providing more than 25% of a person’s income in the prior calendar year. Members of the immediate family living in the same household are deemed to be providing each other with material support. New Issue: Any initial public offering (IPO) of an equity security as defined in Section 3(a)(11) of the Exchange Act, made pursuant to a registration statement or offering circular. New Issue Rule: As defined under FINRA Rule 5130. Public Company: Any company that is registered under Section 12 of the Securities Exchange or files period reports pursuant to Section 15(d) thereof. Send me a confirmation email when approved Which of the following is exempt from FINRA Rule 5130?Under Rule 5130, an investment company organized under the laws of a foreign jurisdiction is exempt if 1) it is listed on a foreign exchange for sale to the public; and 2) no person owning more than 5 percent of the foreign investment company is a Restricted Person.
Who is restricted from buying an IPO?The FINRA rules generally prohibit a FINRA member or an associated person of a FINRA member from allocating new issues to any account in which certain “restricted persons” have a beneficial interest. More information on this can be found on the FINRA website, Rules 5130 and 5131.
Which of the following are defined as immediate family for purposes of FINRA Rule 5130 on IPO distributions?(5) "Immediate family member" means a person's parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children, and any other individual to whom the person provides material support.
Are registered reps allowed to buy IPOs?FINRA Rule 5130 generally prohibits you from buying a new issue (initial public offering or IPO of an equity security) or selling a new issue to “restricted persons” which include other broker-dealers and their employees, as well as portfolio managers, finders and persons acting as fiduciaries for the managing ...
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