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ARTICLE · 14 MAY 2012

SEC Exempts "Dribble Out" Programs And Certain Secondary Sales From Large Trader Reporting Rule

Hunton Andrews Kurth LLP
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In response to an exemption request submitted by the Securities Industry and Financial Markets Association (SIFMA), the Securities and Exchange Commission (SEC) recently granted exemptions from the definition of "transactions" in its large trader reporting rule for certain securities offerings by issuers and selling security holders.

United StatesFinance and Banking
William Cooper
William Cooper
Eric Markus
Eric Markus
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In response to an exemption request submitted by the Securities Industry and Financial Markets Association (SIFMA),1 the Securities and Exchange Commission (SEC) recently granted exemptions from the definition of "transactions" in its large trader reporting rule for certain securities offerings by issuers and selling security holders.2 As a result, the exempted securities offerings may be conducted without any concern of triggering the large trader reporting rule's filing and other requirements.

Large Trader Reporting Rule Impact on Capital Markets Transactions

Background. Last year, the SEC adopted Rule 13h-1 under the Securities Exchange Act of 1934 to assist it in identifying, and obtaining trading information on, "large traders."3 A "large trader" is generally defined as a person who effects "transactions" for the purchase or sale of "NMS securities,"4 which include exchange-listed equity securities and options, in an aggregate amount equal to or greater

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