Form Funding Porta Form Funding Porta Form Funding Portal

78o, 78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29,
80a-37, 80b-3, 80b-4, 80b-11, 7201 et. seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C.
5221(e)(3); 18 U.S.C. 1350; and Pub. L. 111-203, 939A, 124 Stat. 1376, (2010), unless
otherwise noted.
9. Add § 240.12g-6 to read as follows:
§ 240.12g-6 Exemption for securities issued pursuant to Section 4(a)(6) of the Securities
Act of 1933.
For purposes of determining whether an issuer is required to register a security with the
Commission pursuant to Section 12(g)(1) of the Act (15 U.S.C. 78l(g)(1)), the definition of held
of record shall not include securities issued pursuant to the offering exemption under Section
4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)).
*

*

*

*

*

PART 249 – FORMS, SECURITIES EXCHANGE ACT OF 1934
10.

The authority citation for part 249 continues to read, in part, as follows:

Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 5461 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
*****
11.
§ 249.1500

Add § 249.1500 to read as follows:
Form Funding Portal

This form shall be used for filings by funding portals under Regulation Crowdfunding
(§§ 227.100 et seq.).
Note: The text of Form Funding Portal will not appear in the Code of Federal Regulations.
UNITED STATES
530

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM FUNDING PORTAL
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WARNING: Failure to complete this form truthfully, to keep this form current and to file
accurate supplementary information on a timely basis, or the failure to keep accurate books and
records or otherwise to comply with the provisions of law applying to the conduct of business as
a funding portal, would violate the Federal securities laws and may result in disciplinary,
administrative, injunctive or criminal action.
Check the appropriate box:
This is:
□
an initial application to register as a funding portal with the SEC.
□
an amendment to any part of the funding portal’s most recent Form Funding Portal,
including a successor registration.
□
a withdrawal of the funding portal’s registration with the SEC.
Schedule A must be completed as part of all initial applications. Amendments to Schedule A
must be provided on Schedule B.
Item 1 – Identifying Information
Exact name, principal business address, mailing address, if different, and telephone number of
the funding portal:
A.

Full name of the funding portal: _____________________________________

B.

Name(s) under which business is conducted, if different from Item 1A:
________________________________________________________________

C.

IRS Empl. Ident. No.: _________________________________

D.

If full legal name has changed since the funding portal’s most recent Form
Funding Portal, enter the previous name and specify whether the name change is
of the □ funding portal name (1A), or □ business name (1B).
Previous name: _________________________________________________

E.

Funding portal’s main street address (Do not use a P.O. Box):
__________________________________________________________________
__________________________________________________________________

F.

Mailing address(es) (if different) and office locations (if more than one) :
531

_____________________________________________________________
_____________________________________________________________
G.

Contact Information
Telephone Number:_____________________
Facsimile number: _____________________
Website(s) URL: _______________________
E-mail:_______________________________

H.

Contact employee
Name:_____________________________________
Title:______________________________________
Direct Telephone Number: ____________________
Facsimile:__________________________________
Direct E-mail:_______________________________

I.

Registrations

Was the applicant previously registered on Form Funding Portal as a funding portal or
with the Commission in any other capacity?



□ Yes
□ No
J.

SEC File No. _________

Foreign registrations

1. Is the applicant registered with a foreign financial regulatory authority?
Answer “no” even if affiliated with a business that is registered with a foreign financial
regulatory authority.
□Yes

□No

If “yes,” complete Section J.2. below.
2. List the name, in English, of each foreign financial regulatory authority and country
with which the applicant is registered. A separate entry must be completed for each
foreign financial regulatory authority with which the applicant is registered.
Check only one box:

Add

Delete

Amend

English Name of Foreign Financial Regulatory Authority
______________________________________________________________________________
Registration Number (if any) _____________________________________________________
Name of Country _______________________________________________________________
532

Item 2 – Form of Organization
A.

Indicate legal status of applicant. __Corporation __Sole Proprietorship
__ Partnership __Limited Liability Company
__Other (specify) ______________________

B.

If other than a sole proprietor, indicate date and place applicant obtained its legal
status (i.e., state or country where incorporated, where partnership agreement was
filed, or where applicant entity was formed):
State/Country of formation________________________
Date of Formation_______________________________

Item 3 – Successions
A.

Is the applicant at the time of this filing succeeding to the business of a currently
registered funding portal?
□ Yes

□ No

Do not report previous successions already reported on Form Funding Portal.
If “yes,” complete Section 3.B. below.
B.

Complete the following information if succeeding to the business of a currentlyregistered funding portal. If the applicant acquired more than one funding portal
in the succession being reported on this Form Funding Portal, a separate entry
must be completed for each acquired firm.
Check only one box:

Add

Delete

Amend

Name of Acquired Funding Portal
_________________________________________________________
Acquired Funding Portal’s SEC File No.: ______
A.

Briefly describe details of the succession including any assets or liabilities not assumed
by the successor.
_________________________________________________________

Item 4 – Control Persons
In this Item, identify every person that, directly or indirectly, controls the applicant, controls
management or policies of the applicant, or that the applicant directly or indirectly controls.
___________________________________________________________________________
___________________________________________________________________________
533

If this is an initial application, the applicant also must complete Schedule A. Schedule A asks for
information about direct owners and executive officers. If this is an amendment updating
information reported on the Schedule A filed with the applicant’s initial application, the
applicant must complete Schedule B.
Item 5 – Disclosure Information
In this Item, provide information about the applicant’s disciplinary history and the disciplinary
history of all associated persons of the applicant. This information is used to determine whether
to approve an application for registration, to decide whether to revoke registration, to place
limitations on the applicant’s activities as a funding portal, and to identify potential problem
areas on which to focus during examinations. One event may result in the requirement to answer
“yes” to more than one of the questions below.
If the answer is “yes” to any question in this Item, the applicant must complete the appropriate
Disclosure Reporting Page (“DRP”) – Criminal, Regulatory, Civil Judicial, Bankruptcy, Bond,
Judgment – for which the corresponding DRP will pop-up automatically.
A. Criminal Action Disclosure
If the answer is “yes” to any question in Part A or B below, complete a Criminal Action
DRP.
Check all that apply:
1.

In the past ten years, has the applicant or any associated person:
(a) been convicted of any felony, or pled guilty or nolo contendere (“no
contest”) to any charge of a felony, in a domestic, foreign, or military
court?
□Yes

□ No

The response to the following question may be limited to charges that are
currently pending:
(b) been charged with any felony?
□Yes
2.

□No

In the past ten years, has the applicant or any associated person:
(a) been convicted of any misdemeanor, or pled guilty or nolo contendere
(“no contest”), in a domestic, foreign, or military court to any charge of a
misdemeanor in a case involving: investment-related business, or any
534

fraud, false statements, or omissions, wrongful taking of property, bribery,
perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any
of these offenses?
□Yes

□No

The response to the following question may be limited to charges that are
currently pending:
(b) been charged with a misdemeanor listed in Item 5-A(2)(a)?
□Yes
B.

□No

Regulatory Action Disclosure
If the answer is “yes” to any question in Item 5-B below, complete a Regulatory
Action DRP.
Check all that apply:
1.

Has the SEC or the Commodities Futures Trading Commission (“CFTC”)
ever:
(a) found the applicant or any associated person to have made a false
statement or omission?
□Yes

□No

(b) found the applicant or any associated person to have been involved in
a violation of any SEC or CFTC regulation or statute?
□Yes

□No

(c) found the applicant or any associated person to have been a cause of
the denial, suspension, revocation, or restriction of the authorization of an
investment related business to operate?
□Yes

□No

(d) entered an order against the applicant or any associated person in
connection with investment-related activity?
□Yes

□No

535

(e) imposed a civil money penalty on the applicant or any associated
person, or ordered the applicant or any associated person to cease and
desist from any activity?
□Yes
2.

□No

Has any other federal regulatory agency, any state regulatory agency, or
any foreign financial regulatory authority:
(a) ever found the applicant or any associated person to have made a false
statement or omission, or been dishonest, unfair, or unethical?
□Yes

□No

(b) ever found the applicant or any associated person to have been
involved in a violation of investment-related regulations or statutes?
□Yes

□No

(c) ever found the applicant or any associated person to have been the
cause of a denial, suspension, revocation, or restriction of the
authorization of an investment-related business to operate?
□Yes

□No

(d) in the past ten years entered an order against the applicant or any
associated person in connection with an investment-related activity?
□Yes

□No

(e) ever denied, suspended, or revoked the registration or license of the
applicant or that of any associated person, or otherwise prevented the
applicant or any associated person of the applicant, by order, from
associating with an investment-related business or restricted the activities
of the applicant or any associated person?
□Yes
3.

□No

Has any self-regulatory organization or commodities exchange ever:
(a) found the applicant or any associated person to have made a false
statement or omission?
□Yes

□No

536

(b) found the applicant or any associated person to have been involved in
a violation of its rules (other than a violation designated as a “minor rule
violation” under a plan approved by the SEC)?
□Yes

□No

(c) found the applicant or any associated person to have been the cause of
a denial, suspension, revocation or restriction of the authorization of an
investment-related business to operate?
□Yes

□No

(d) disciplined the applicant or any associated person by expelling or
suspending the applicant or the associated person from membership,
barring or suspending the applicant or the associated person from
association with other members, or by otherwise restricting the activities
of the applicant or the associated person?
□Yes
4.

Has the applicant or any associated person ever had an authorization to
act as an attorney, accountant, or federal contractor revoked or suspended?
□Yes

5.

□No

Is the applicant or any associated person currently the subject of any
regulatory proceeding that could result in a “yes” answer to any part of
Item 5-B(1), 5-B(2), or 5-B(3)?
□Yes

C.

□No

□No

Civil Judicial Disclosure
If the answer is “yes” to a question below, complete a Civil Judicial Action DRP
Check all that apply:
1.

Has any domestic or foreign court:
(a) in the past ten years enjoined the applicant or any associated person in
connection with any investment-related activity?
□Yes

□No

537

(b) ever found that the applicant or any associated person was involved in
a violation of investment-related statutes or regulations?
□Yes

□No

(c) ever dismissed, pursuant to a settlement agreement, an investmentrelated civil action brought against the applicant or any associated person
by a state or foreign financial regulatory authority?
□Yes
2.

Is the applicant or any associated person now the subject of any civil
proceeding that could result in a “yes” answer to any part of Item 5-C(1)?
□Yes

3.

□No

□No

In the past ten years, has the applicant or a control affiliate of the
applicant ever been a securities firm or a control affiliate of a securities
firm that:
(a) has been the subject of a bankruptcy petition?
□Yes

□No

(b) has had a trustee appointed or a direct payment procedure initiated
under the Securities Investor Protection Act?
□Yes
4.

Has a bonding company ever denied, paid out on, or revoked a bond
for the applicant?
□Yes

5.

□No

□No

Does the applicant have any unsatisfied judgments or liens against it?
□Yes

□No

Item 6 – Non-Securities Related Business
Does applicant engage in any non-securities related business?
□Yes

□No

If “yes,” briefly describe the non-securities business.
__________________________________________________________________
538

__________________________________________________________________
Item 7 - Escrow Arrangements; Compensation Arrangements; and Fidelity Bond
A. Escrow. Complete the following information for each person that will hold investor funds
in escrow pursuant to the requirements of Rule 303(e) of Regulation Crowdfunding (17
CFR 24_.309).
Check only one box:

Add

Delete

Amend

Name of person:__________________________________________________________
Address:________________________________________________________________
Phone Number: __________________________________________________________
B. Compensation. Please describe any compensation arrangements funding portal has with
issuers.
__________________________________________________________________
C. Fidelity Bond. Does funding portal maintain fidelity bond coverage that has a minimum
coverage of $100,000, covers any associated person of the funding portal unless
otherwise excepted in the rules set forth by FINRA or any other registered national
securities association of which it is a member, and meets any other applicable
requirements as set forth by FINRA or any applicable national securities association that
is registered under Section 15A?
□Yes

□No

If “yes,” provide the following information.
Bonding Company Name:_____________________________________________
Bonding Company Address:___________________________________________
Phone Number: ____________________________________________________
Policy #________________
Expiration Date:______________________
Item 8 – Withdrawal
If this is a withdrawal of registration:
A.

The date the funding portal ceased business or withdrew its registration request:
Date (MM/DD/YYYY): ___________________

B.

Location of Books and Records after Registration Withdrawal
Complete the following information for each location at which the applicant will
keeps books and records after withdrawing its registration.
Check only one box:

Add

Delete
539

Amend

Name and address of entity where books and records are kept:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
(area code)
(telephone number)
(area code)
(fax number)
This is (check one):

one of applicant’s branch offices or affiliates.
a third party unaffiliated recordkeeper.
other.

If this address is a private residence, check this box:
Briefly describe the books and records kept at this location.
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
C.

Is the funding portal now the subject of or named in any investment-related
1. Investigation
□Yes

□No

2. Investor initiated complaint
□Yes

□No

3. Private civil litigation
□Yes

□No

540

EXECUTION
The funding portal consents that service of any civil action brought by or notice of any
proceeding before the Securities and Exchange Commission or any self-regulatory organization
in connection with the funding portal’s investment-related business may be given by registered
or certified mail to the funding portal’s contact person at the main address, or mailing address, if
different, given in Items 1.E, 1.F., and 1.H. If the applicant is a nonresident funding portal, it must

complete Schedule C to designate a U.S. agent for service of process.

The undersigned represents and warrants that he/she has executed this form on behalf of,
and is duly authorized to bind, the funding portal. The undersigned and the funding portal
represent that the information and statements contained herein and other information filed
herewith, all of which are made a part hereof, are current, true and complete. The undersigned
and the funding portal further represent that, if this is an amendment, to the extent that any
information previously submitted is not amended, such information is currently accurate and
complete.
Date: _____________________
Full Legal Name of Funding Portal: ______________________________
By ___________________________________________
(signature)
Title: ________________________________

541

FORM FUNDING PORTAL
SCHEDULE A
Direct Owners and Executive Officers
1. Complete Schedule A only if submitting an initial application. Schedule A asks for
information about the applicant’s direct owners and executive officers. Use Schedule B to
amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief
Legal Officer, Chief Compliance Officer, director and any other individuals with similar
status or functions;
(b) if applicant is organized as a corporation, each shareholder that is a direct owner of 5%
or more of a class of the applicant’s voting securities, unless applicant is a public
reporting company (a company subject to Section 13 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or
has the power to sell or direct the sale of 5% or more of a class of the applicant’s voting
securities. For purposes of this Schedule, a person beneficially owns any securities: (i)
owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire,
within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(c) if the applicant is organized as a partnership, all general partners and those limited and
special partners that have the right to receive upon dissolution, or have contributed, 5% or
more of the applicant’s capital;
(d) in the case of a trust, (i) a person that directly owns 5% or more of a class of the
applicant’s voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of the applicant’s capital, (ii) the trust and (iii) each trustee; and
(e) if the applicant is organized as a limited liability company (“LLC”), (i) those members
that have the right to receive upon dissolution, or have contributed, 5% or more of the
applicant’s capital, and (ii) if managed by elected managers, all elected managers.
3. In the DE/FE/NP column below, enter “DE” if the owner is a domestic entity, “FE” if the
owner is an entity incorporated or domiciled in a foreign country, or “NP” if the owner or
executive officer is a natural person.
542

4. Complete the Title or Status column by entering board/management titles; status as partner,
trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
5. Ownership codes are:
NA - less than 5%
A - 5% but less than 10%
6.

B - 10% but less than 25%
C - 25% but less than 50%

D - 50% but less than 75%
E - 75% or more

(a) In the Control Affiliate column, enter “Yes” if the person has control as defined in the
Glossary of Terms to Form Funding Portal, and enter “No” if the person does not have
control. Note that under this definition, most executive officers and all 25% owners,
general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Section
13 or 15(d) of the Exchange Act.
(c) Complete each column.

FULL
LEGAL
NAME
(Natural
Persons:
Last Name,
First
Name,
Middle
Name)

DE/FE/NP Title or
Status

Date Title or
Status
Acquired
MM YYYY

543

Ownership Control
Code
Affiliate

CRD No.

(If None:
S.S. No. and
Yes/No PR Date of
Birth, IRS
Tax No., or
Employer
ID No.)

FORM FUNDING PORTAL
SCHEDULE B
Amendments to Schedule A
1. Use Schedule B only to amend information requested on Schedule A. Refer to Schedule A
for specific instructions for completing this Schedule B. Complete each column. File with a
completed Execution Page.
2. In the Type of Amendment column, indicate “A” (addition), “D” (deletion), or “C” (change
in information about the same person).
3. Ownership codes are:

NA - less than 5%
A - 5% but less than 10%

B - 10% but less than 25%
C - 25% but less than 50%

D - 50% but less than 75%
E - 75% or more

G - Other (general partner, trustee, or elected member)
4. List below all changes to Schedule A (Direct Owners and Executive Officers):
FULL LEGAL
NAME
(Natural
Persons: Last
Name, First
Name, Middle
Name)

D
Type of
E/ AmendFE ment
/N
P

Title or
Status

Date Title
or Status
Acquired
MM YYY
Y

544

Ownershi Control
p Code
Affiliate
Yes/N PR
o

CRD No.
(If None: S.S. No.
and Date of Birth,
IRS Tax No., or
Employer ID No.)

Schedule C of FORM FUNDING PORTAL
Nonresident Funding Portals
Applicant Name:
Date:

SEC File No:

Official Use
Service of Process and Certification Regarding Access to Records
Each nonresident funding portal applicant shall use Form to identify its United States agent for service of process
and to certify that it can
(1) provide the Commission and the national securities association of which it is a member with prompt access
to its books and records, and (2) submit to onsite inspection and examination by the Commission.
1. Service of Process:
A. Name of United States person applicant designates and appoints as agent for service of process
B. Address of United States person applicant designates and appoints as agent for service of process
The above identified agent for service of process may be served any process, pleadings, subpoenas, or other
papers in
(a) any investigation or administrative proceeding conducted by the Commission that relates to the applicant
or about which the
applicant may have information; and
(b) any civil or criminal suit or action or proceeding brought against the applicant or to which the applicant
has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction
of any state or of the United States or of any of its territories or possessions or of the District of Columbia, to
enforce the Exchange Act. The applicant has stipulated and agreed that any such suit, action or
administrative proceeding may be commenced by the service of process upon, and that service of an
administrative subpoena shall be effected by service upon, the above-named Agent for Service of Process,
and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.
2.
Certification regarding access to records:
Applicant can as a matter of law;
(1) provide the Commission and any national securities association of which it is a member with prompt access
to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
Applicant must attach to this Form Funding Portal a copy of the opinion of counsel it is required to
obtain in accordance with Rule 400(g) of Regulation Crowdfunding.
Signature:
Name and Title:
Date:

545

CRIMINAL ACTION DISCLOSURE REPORTING PAGE (FP)
General Instructions
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-A of Form Funding Portal.
Check item(s) being responded to:

5-A(1)(a)

5-A(1)(b)

5-A(2)(a)

5-A(2)(b)

Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
Multiple counts of the same charge arising out of the same event(s) should be reported on the
same DRP. Use this DRP to report all charges arising out of the same event. Unrelated criminal
actions, including separate cases arising out of the same event, must be reported on separate
DRPs. One event may result in more than one affirmative answer to the items listed above.
Part 1
Check all that apply:
A. The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Applicant
Applicant and one or more associated persons
One or more of applicant’s associated persons
If this DRP is being filed for the applicant, and it is an amendment that seeks to remove a DRP
concerning the applicant from the record, the reason the DRP should be removed is:
The applicant is registered or applying for registration, and the event or proceeding was
resolved in the applicant’s favor.
The DRP was filed in error.
If this DRP is being filed for an associated person:
This associated person is:
The associated person is:

a firm
a natural person
registered with the SEC
not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):
______________________________________________________________________________
If the associated person has a CRD number, provide that number. __________
546

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason
the DRP should be removed is:
The associated person(s) is (are) no longer associated with the applicant.
The event or proceeding was resolved in the associated person’s favor.
The event or proceeding occurred more than ten years ago.
The DRP was filed in error. Explain the circumstances:
______________________________________________________________________________
______________________________________________________________________________
Part 2
1. If charge(s) were brought against a firm or organization over which the applicant or an
associated person exercised control:
Enter the firm or organization’s name __________________________________________
Was the firm or organization engaged in an investment-related business?

Yes

No

What was the relationship of the applicant with the firm or organization? (In the case of an
associated person, include any position or title with the firm or organization.)
_____________________________________________
2. Formal charge(s) were brought in: (include the name of Federal, Military, State or Foreign
Court, Location of Court - City or County and State or Country, and Docket/Case number).
Name of court: _________________________
Location: _____________________________
Docket/Case number: ____________________
3. Event Disclosure Detail (Use this for both organizational and individual charges.)
A. Date First Charged (MM/DD/YYYY): ____________________
Explanation

Exact

If not exact, provide explanation:
______________________________________________________________
B. Event Disclosure Detail (include charge(s)/charge Description(s), and for each charge
provide: (1) number of counts, (2) felony or misdemeanor, (3) plea for each charge, and
(4) product type if charge is investment-related).
______________________________________________________________________________
C. Did any of the charge(s) within the event involve a felony?
547

Yes

No

D. Current status of the event?

Pending

On Appeal

Final

E. Event status date (Complete unless status is pending) (MM/DD/YYYY):
____________________
Exact
Explanation
If not exact, provide explanation:
______________________________________________________________
4. Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted,
acquitted, dismissed, pretrial, etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentencesuspension, probation, etc.), (e) Start Date of Penalty, (f) Penalty/Fine Amount, and (g) Date
Paid.
______________________________________________________________________________
5. Provide a brief summary of circumstances leading to the charge(s) as well as the disposition.
Include the relevant dates when the conduct that was the subject of the charge(s) occurred.
(The response must fit within the space provided.)
______________________________________________________________________________
______________________________________________________________________________

548

REGULATORY ACTION DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-B of Form Funding Portal.
Check item(s) being responded to:
5-B(1)(a)
5-B(1)(b)
5-B(1)(c)
5-B(1)(d)
5-B(1)(e)
5-B(2)(a)
5-B(2)(b)
5-B(2)(c)
5-B(2)(d)
5-B(2)(e)
5-B(3)(a)
5-B(3)(b)
5-B(3)(c)
5-B(3)(d)
5-B(4)
5-B(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 5-B(1), 5-B(2), 5-B(3), 5B(4) or 5-B(5). Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
Part 1
The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Applicant (the funding portal)
Applicant and one or more of the applicant’s associated person(s)
One or more of applicant’s associated person(s)
If this DRP is being filed for the applicant and it is an amendment that seeks to remove a DRP
concerning the applicant from the record, the reason the DRP should be removed is:
The applicant is registered or applying for registration, and the event or proceeding was
resolved in the applicant’s favor.
The DRP was filed in error.
If this DRP is being filed for an associated person:
This associated person is:
a firm
a natural person
The associated person is:
registered with the SEC
SEC

not registered with the

Full name of the associated person (including, for natural persons, last, first and middle names):
______________________________________________________________________________
If the associated person has a CRD number, provide that number. __________
549

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason
the DRP should be removed is:
The associated person(s) is (are) no longer associated with the applicant.
The event or proceeding was resolved in the associated person’s favor.
The DRP was filed in error. Explain the circumstances:
______________________________________________________________________________
______________________________________________________________________________
Part 2
1. Regulatory Action was initiated by:
SEC
Other Federal Authority
Foreign Authority

State

SRO

(Full name of regulator, foreign financial regulatory authority, federal authority, state or SRO)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
2. Principal Sanction (check appropriate item):
Civil and Administrative Penalty(ies)/Fine(s)
Restitution
Bar
Cease and Desist
Censure
Denial

Disgorgement
Expulsion
Injunction
Prohibition
Reprimand

Revocation
Suspension
Undertaking
Other

Other Sanctions:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
3. Date Initiated (MM/DD/YYYY): ____________________
Explanation

Exact

If not exact, provide explanation:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
__________________
550

4. Docket/Case Number: ____________________
5. Associated person’s Employing Firm when activity occurred that led to the regulatory action
(if applicable):
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
6. Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Annuity(ies) - Variable
Money Market Fund(s)
CD(s)
Commodity Option(s)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal

Derivative(s)
Investment Contract(s)
Direct Investment(s) - DPP & LP Interest(s)
No Product
Equity - OTC
Mutual Fund(s)
Equity Listed (Common & Preferred Stock)
Futures - Commodity
Options
Futures - Financial
Penny Stock(s)
Index Option(s)
Unit Investment Trust(s)
Insurance
Other

Other Product Types:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
7. Describe the allegations related to this regulatory action. (The response must fit within the
space provided.)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
8. Current status?

Pending

On Appeal

Final

9. If on appeal, to whom the regulatory action was appealed (SEC, SRO, Federal or State Court)
and date appeal filed:
______________________________________________________________________________
______________________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved (check appropriate item):
Acceptance, Waiver & Consent (AWC)
Dismissed
Vacated
Consent
Order
Withdrawn
Decision
Settled
Other
Decision & Order of Offer of Settlement
Stipulation and Consent
551

11. Resolution Date (MM/DD/YYYY): ____________________
Explanation

Exact

If not exact, provide explanation:
___________________________________________________________________________
___________________________________________________________________________
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine
Disgorgement/Restitution
Amount: $____________
Desist/Injunction
Bar

Revocation/Expulsion/Denial
Censure

Cease and

Suspension

B. Other Sanctions Ordered:
___________________________________________________________________________
___________________________________________________________________________
C. Sanction detail: If suspended, enjoined or barred, provide duration including start date
and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide
length of time given to requalify/retrain, type of exam required and whether condition has
been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or
monetary compensation, provide total amount, portion levied against the applicant or an
associated person, date paid and if any portion of penalty was waived:
___________________________________________________________________________
___________________________________________________________________________
13. Provide a brief summary of details related to the action status and (or) disposition, and
include relevant terms, conditions and dates.
______________________________________________________________________________
______________________________________________________________________________

552

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-C. of Form Funding Portal.
Check item(s) being responded to:
5-C(1)(a)
5-C(1)(b)
5-C(3)(a)
5-C(3)(b)

5-C(1)(c)

5-C(2)

Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 5-C. Use only one DRP to
report details related to the same event. Unrelated civil judicial actions must be reported on
separate DRPs.
Part 1
The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Applicant (the funding portal)
Applicant and one or more of the applicant’s associated person(s)
One or more of the applicant’s associated person(s)
If this DRP is being filed for the applicant and it is an amendment that seeks to remove a DRP
concerning the applicant from the record, the reason the DRP should be removed is:
The applicant is registered or applying for registration, and the event or proceeding was
resolved in the applicant’s favor.
The DRP was filed in error.
If this DRP is being filed for an associated person:
This associated person is:
a firm
a natural person
The associated person is:
registered with the SEC
SEC

not registered with the

Full name of the associated person (including, for natural persons, last, first and middle names):
______________________________________________________________________________
If the associated person has a CRD number, provide that number. __________
553

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason
the DRP should be removed is:
The associated person(s) is (are) no longer associated with the applicant.
The event or proceeding was resolved in the associated person’s favor.
The DRP was filed in error. Explain the circumstances:
______________________________________________________________________________
______________________________________________________________________________
Part 2
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO,
commodities exchange, agency, firm, private plaintiff, etc.)
2. Principal Relief Sought (check appropriate item):
Cease and Desist
(Private/Civil Complaint)
Restraining Order
Injunction
Other _________

Disgorgement

Money Damages

Civil Penalty(ies)/Fine(s)
Restitution

Other Relief Sought:_____________________________________________________________
3. Filing Date of Court Action (MM/DD/YYYY): ____________________
Explanation

Exact

If not exact, provide explanation:
___________________________________________________________________________
4. Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Derivative(s)
Investment Contract(s)
Annuity(ies) - Variable
Direct Investment(s) - DPP & LP Interest(s)
Money Market Fund(s)
CD(s)
Equity - OTC
Mutual Fund(s)
Commodity Option(s)
No Product
Equity Listed (Common & Preferred Stock)
Options
Debt - Asset Backed
Futures - Commodity
Penny Stock(s)
Debt - Corporate
Futures - Financial
Unit Investment Trust(s)
Debt - Government
Index Option(s)
Other
Debt - Municipal
Insurance
Other Product Types:
______________________________________________________________________________
554

5. Formal Action was brought in (include the name of the Federal, State or Foreign Court,
Location of Court - City or County and State or Country, and Docket/Case Number):
______________________________________________________________________________
6. Associated person’s Employing Firm when activity occurred that led to the civil judicial
action (if applicable):
______________________________________________________________________________
7. Describe the allegations related to this civil action (the response must fit within the space
provided):
______________________________________________________________________________
______________________________________________________________________________
8. Current status?

Pending

On Appeal

Final

9. If on appeal, court to which the action was appealed (provide name of the court) and Date
Appeal Filed (MM/DD/YYYY):
______________________________________________________________________________
______________________________________________________________________________
10. If pending, date notice/process was served (MM/DD/YYYY): ____________________
Exact

Explanation

If not exact, provide explanation:
___________________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved (check appropriate item):
Consent
Withdrawn

Judgment Rendered
Other _____________

Settled

12. Resolution Date (MM/DD/YYYY): ____________________
Explanation

Dismissed

Opinion

Exact

If not exact, provide explanation:
___________________________________________________________________________
___________________________________________________________________________
13. Resolution Detail:

555

A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate
items)?
Monetary/Fine
Revocation/Expulsion/Denial
Amount: $_____________
Censure
Desist/Injunction
Bar
Suspension

Disgorgement/Restitution
Cease and

B. Other Sanctions Ordered:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
C. Sanction detail: If suspended, enjoined or barred, provide duration including start date
and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide
length of time given to requalify/retrain, type of exam required and whether condition has
been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or
monetary compensation, provide total amount, portion levied against the applicant or an
associated person, date paid and if any portion of penalty was waived:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
14. Provide a brief summary of circumstances related to the action(s), allegation(s),
disposition(s) and/or finding(s) disclosed above.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

556

BANKRUPTCY/SIPC DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-C(3) of Form Funding Portal.
Check item(s) being responded to:

5-C(3)

Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 5-C(3). Use only one DRP to
report details related to the same event. Unrelated civil judicial actions must be reported on
separate DRPs.
Part 1
Check all that apply:
A. The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Applicant
Applicant and one or more control affiliates
One or more of control affiliates
If this DRP is being filed for a control affiliate, give the full name of the control affiliate below
(for individuals, Last name, First name, Middle name).
If the control affiliate is registered with the CRD, provide the CRD number. If not, indicate
“non-registered’’ by checking the appropriate checkbox.
FP DRP - CONTROL AFFILIATE
___________________________
Control Affiliate CRD Number
person
Registered:

Yes

This control affiliate is:

a firm

a natural

No

Full name of the control affiliate (including, for natural persons, last, first and middle names):
______________________________________________________________________________
557

This is an amendment that seeks to remove a DRP record because the control affiliate(s) is
(are) no longer associated with the funding portal.
B. If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP
(with Form U-4) or BD DRP to the CRD System for the event? If the answer is “Yes,’’ no other
information on this DRP must be provided.
Yes

No

NOTE: The completion of this Form does not relieve the control affiliate of its obligation to
update its CRD records.
Part 2
1. Action Type: (check appropriate item)
Bankruptcy

Declaration

Receivership

Compromise

Liquidated

Other___________

2. Action Date (MM/DD/YYYY):___________________
Explanation

Exact

If not exact, provide
explanation:___________________________________________________________
3. If the financial action relates to an organization over which the applicant or control
affiliate exercise(d) control, enter organization name and the applicant’s or control
affiliate’s position, title or relationship:
________________________________________________________________________
Was the Organization investment-related?

Yes

No

4. Court action brought in (Name of Federal, State or Foreign Court), Location of Court
(City or County and State or Country), Docket/Case Number and Bankruptcy Chapter
Number (if Federal Bankruptcy Filing):
________________________________________________________________________
5. Is action currently pending?

Yes

No

6. If not pending, provide Disposition Type: (check appropriate item)
Direct Payment Procedure
Discharged

Dismissed
Dissolved
558

Satisfied/Released
SIPA Trustee Appointed

Other _______
7. Disposition Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation: __________________________________________
8. Provide a brief summary of events leading to the action, and if not discharged, explain.
(The information must fit within the space
provided.):________________________________________________________
9. If a SIPA trustee was appointed or a direct payment procedure was begun, enter the
amount paid by you; or the name of
trustee:__________________________________________________________________
Currently Open?

Yes

No

Date Direct Payment Initiated/Filed or Trustee Appointed (MM/DD/YYYY):_____________
Exact

Explanation

If not exact, provide
explanation:_______________________________________________________________
10. Provide details to any status disposition. Include details as to creditors, terms, conditions,
amounts due and settlement schedule (if
applicable):__________________________________________________________

559

BOND DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-C(4) of Form Funding Portal.
Check item(s) being responded to:

5-C(4)

Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 5-C(4). Use only one DRP to
report details related to the same event. If an event gives rise to actions by more than one
regulator, provide details for each action on a separate DRP.
1.

Firm Name: (Policy Holder)

______________________________________________________________________________
_______
2.

Bonding Company Name:

______________________________________________________________________________
_______
3.

Disposition Type: (check appropriate item)
Denied

4.

Payout

Revoked

Disposition Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:
______________________________________________________________________________
______________________________________________________________________________
______________
5.

If disposition resulted in Payout, list Payout Amount and Date Paid:

______________________________________________________________________________
______________________________________________________________________________
______________
560

6.

Summarize the details of circumstances leading to the necessity of the bonding company
action:

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
___________________________

561

JUDGMENT / LIEN DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-C(5) of Form Funding Portal.
Check item(s) being responded to:

5-C(5)

Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page. One event may result in more than one affirmative answer to Item 5-C(5). Use only one
DRP to report details related to the same event. If an event gives rise to actions by more than
one regulator, provide details for each action on a separate DRP.
1.
2.

Judgment/Lien Amount:____________________________________________________
Judgment/Lien Holder:____________________________________________________

3.

Judgment/Lien Type: (check appropriate item)
Civil

4.

5.

Default

Tax

Date Filed (MM/DD/YYYY):____________
Explanation

Exact

If not exact, provide
explanation:______________________________________________
Is Judgment/Lien outstanding?
Yes

No

If No, provide
explanation:______________________________________________________________
If No, how was matter resolved? (check appropriate item)
Discharged
6.

Released

Removed

Satisfied

Court (Name of Federal, State or Foreign Court), Location of Court (City or County and
State or Country) and Docket/Case Number:

______________________________________________________________________________
7.

Provide a brief summary of events leading to the action and any payment schedule
details, including current status (if applicable):_________________________________
562

FORM FUNDING PORTAL INSTRUCTIONS
A.

GENERAL INSTRUCTIONS

1.

EXPLANATION OF FORM
•
•

2.

This is the form that a funding portal must use to register with the Securities and
Exchange Commission (“SEC” or “Commission”), to amend its registration and to
withdraw from registration.
The Commission may make publicly accessible all current Forms Funding Portal,
including amendments and registration withdrawal requests, which may be searchable by
the public, with the exception of certain personally identifiable information or other
information with significant potential for misuse (including the contact employee’s direct
phone number and e-mail address and any IRS Employer Identification Number, social
security number, date of birth, or any other similar information).
WHEN TO FILE FORM FUNDING PORTAL

•

A funding portal’s registration must become effective before offering or selling any
securities in reliance on Section 4(a)(6) through a platform. Under Rule 400, a funding
portal’s registration will be effective the later of: (1) 30 calendar days after the date a
complete Form Funding Portal is received by the Commission or (2) the date the funding
portal is approved for membership by a national securities association registered under
Section 15A of the Securities Exchange Act of 1934 (“Exchange Act”).

•

A registered funding portal must promptly file an amendment to Form Funding Portal
when any information previously submitted on Form Funding Portal becomes inaccurate
or incomplete for any reason.

•

A successor funding portal may succeed to the registration of a registered funding portal
by filing a registration on Form Funding Portal within 30 days after the succession.

•

If a funding portal succeeds to and continues the business of a registered funding portal
and the succession is based solely on a change of the predecessor’s date or state of
incorporation, form of organization, or composition of a partnership or similar reason, the
successor may, within 30 days of the succession, amend the registration on Form Funding
Portal to reflect these changes.

•

A funding portal must also file a withdrawal on Form Funding Portal promptly upon
ceasing to operate as a funding portal. Withdrawal will be effective on the later of 30
days after receipt by the Commission, after the funding portal is no longer operational, or
563

within such longer period of time as to which the funding portal consents or which the
Commission by order may determine as necessary or appropriate in the public interest or
for the protection of investors.
•

A Form Funding Portal filing will not be considered complete unless it complies with all
applicable requirements.

3.

ELECTRONIC FILING – The applicant must file Form Funding Portal electronically
using the web-enabled system, and must utilize this system to file and amend Form
Funding Portal electronically to assure the timely acceptance and processing of those
filings.

4.

CONTACT EMPLOYEE – The individual listed as the contact employee must be
authorized to receive all compliance information, communications, and mailings, and be
responsible for disseminating it within the applicant’s organization.

5.

FEDERAL INFORMATION LAW AND REQUIREMENTS
•

The principal purpose of this form is to provide a mechanism by which a funding portal
can register with the Commission, amend its registration and withdraw from registration.
The Commission maintains a file of the information on this form and will make certain
information collected through the form publicly available. The SEC will not accept
forms that do not include the required information.

•

Section 4A(a) of the Securities Act of 1933 [15 U.S.C. §77d-1(a)] and Sections 3(h) and
23(a) the Exchange Act [15 U.S.C. §§78c(h) and 78w(a)] authorize the SEC to collect the
information required by Form Funding Portal. The SEC collects the information for
regulatory purposes. Filing Form Funding Portal is mandatory for persons that are
registering as funding portals with the SEC.

•

Any member of the public may direct to the Commission any comments concerning the
accuracy of the burden estimate on this Form and any suggestions for reducing this
burden. This collection of information has been reviewed by the Office of Management
and Budget in accordance with the clearance requirements of 44 U.S.C. §3507. The
information contained in this form is part of a system of records subject to the Privacy
Act of 1974, as amended. The Securities and Exchange Commission has published in the
Federal Register the Privacy Act Systems of Records Notice for these records.

B.

FILING INSTRUCTIONS

1.

FORMAT
•

Items 1-7 must be answered and all fields requiring a response must be completed before
the filing will be accepted. Item 8 must be answered if the funding portal wishes to
withdraw from registration.
564

•

Applicant must complete the execution screen certifying that Form Funding Portal and
amendments thereto have been executed properly and that the information contained
therein is accurate and complete.

•

To amend information, the applicant must update the appropriate Form Funding Portal
screens.

•

A paper copy, with original manual signatures, of the initial Form Funding Portal filing
and amendments to Disclosure Reporting Pages must be retained by the applicant and be
made available for inspection upon a regulatory request.

2.

DISCLOSURE REPORTING PAGES (DRP) – Information concerning the applicant
or control affiliate that relates to the occurrence of an event reportable under Item 5 must
be provided on the applicant’s appropriate DRP (FP). If a control affiliate is an
individual or organization registered through the CRD, such control affiliate need only
complete the control affiliate name and CRD number of the applicant’s appropriate DRP.
Details for the event must be submitted on the control affiliate’s appropriate DRP or
DRP(U-4). If a control affiliate is an individual or organization not registered through
the CRD, provide complete answers to all of the questions and complete all fields
requiring a response on the applicant’s appropriate DRP (FP) screen.

3.

DIRECT OWNERS - Amend the Direct Owners and Executive Officers screen when
changes in ownership occur.

4.

NONRESIDENT APPLICANTS – Any applicant that is a nonresident funding portal must
complete Schedule C and attach the opinion of counsel referred to therein.

C.

EXPLANATION OF TERMS

1.

GENERAL

APPLICANT - The funding portal applying on or amending this form.
ASSOCIATED PERSON - Any partner, officer, director or manager of the funding portal (or
any person occupying a similar status or performing similar functions), any person directly or
indirectly controlling or controlled by the funding portal, or any employee of the funding portal,
except that any person associated with a funding portal whose functions are solely clerical or
ministerial shall not be included in the meaning of such term for purposes of section 15(b) of the
Exchange Act (other than paragraphs (4) and (6) thereof).
CONTROL - The power, directly or indirectly, to direct the management or policies of the
funding portal, whether through contract, or otherwise. A person is presumed to control a
funding portal if that person: (1) is a director, general partner or officer exercising executive
responsibility (or has a similar status or functions); (2) directly or indirectly has the right to vote
565

25 percent or more of a class of a voting security or has the power to sell or direct the sale of 25
percent or more of a class of voting securities of the funding portal; or (3) in the case of a
partnership, has contributed, or has a right to receive, 25 percent or more of the capital of the
funding portal. (This definition is used solely for the purposes of Form Funding Portal).
CONTROL AFFILIATE – A person named in Item 4 [as a control person] or any other
individual or organization that directly or indirectly controls, is under common control with, or is
controlled by, the applicant, including any current employee of the applicant except one
performing only clerical, administrative, support or similar functions, or who, regardless of title,
performs no executive duties or has no senior policy making authority.
FOREIGN FINANCIAL REGULATORY AUTHORITY – Includes (1) a foreign securities
authority; (2) other governmental body or foreign equivalent of a self-regulatory organization
empowered by a foreign government to administer or enforce its laws relating to the regulation
of investment or investment-related activities; and (3) a foreign membership organization, a
function of which is to regulate the participation of its members in the activities listed above.
FUNDING PORTAL - A broker acting as an intermediary in a transaction involving the offer
or sale of securities offered and sold in reliance on Section 4(a)(6), that does not, directly or
indirectly: (1) offer investment advice or recommendations; (2) solicit purchases, sales or offers
to buy the securities displayed on its platform; (3) compensate employees, agents, or other
persons for such solicitation or based on the sale of securities displayed or referenced on its
platform; or (4) hold, manage, possess, or otherwise handle investor funds or securities.
JURISDICTION – Any state of the United States, the District of Columbia, the Commonwealth
of Puerto Rico, the U.S. Virgin Islands, any other territory of the United States, or any
subdivision or regulatory body thereof.
NONRESIDENT FUNDING PORTAL – A funding portal incorporated in or organized under the laws
of a jurisdiction outside of the United States or its territories, or having its principal place of business in
any place not in the United States or its territories.

PERSON - An individual, partnership, corporation, trust, or other organization.
SELF-REGULATORY ORGANIZATION (SRO) – The Financial Industry Regulatory
Authority (“FINRA”) or any other national securities association registered with the Commission
or any national securities exchange or registered clearing agency, as such terms are defined in
Section 3 of the Exchange Act.
SUCCESSOR –A funding portal that assumes or acquires substantially all of the assets and
liabilities, and that continues the business of, a registered predecessor funding portal that ceases
its funding portal activities. See Rule 400(c) of Regulation Crowdfunding (17 CFR 24_.400(c)).
2.

FOR THE PURPOSE OF ITEM 5
566

CHARGED - Being accused of a crime in a formal complaint, information, or indictment (or
equivalent formal charge).
ENJOINED – Includes being subject to a mandatory injunction, prohibitory injunction,
preliminary injunction, or temporary restraining order.
FELONY – For jurisdictions that do not differentiate between a felony and a misdemeanor, a
felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of
at least $1,000. The term also includes a general court martial.
FOUND – Includes adverse final actions, including consent decrees in which the respondent has
neither admitted nor denied the findings, but does not include agreements, deficiency letters,
examination reports, memoranda of understanding, letters of caution, admonishments, and
similar informal resolutions of matters.
INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities,
banking, savings association activities, credit union activities, insurance, or real estate (including,
but not limited to, acting as or being associated with a funding portal broker-dealer, municipal
securities dealer, government securities broker or dealer, issuer, investment company, investment
adviser, futures sponsor, bank, security-based swap dealer, major security-based swap
participant, savings association, credit union, insurance company, or insurance agency).
INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing, conspiring
with or failing reasonably to supervise another in doing an act.
MINOR RULE VIOLATION – A violation of a self-regulatory organization rule that has been
designated as “minor” pursuant to a plan approved by the SEC or Commodity Futures Trading
Commission. A rule violation may be designated as “minor” under a plan if the sanction imposed
consists of a fine of $2,500 or less and if the sanctioned person does not contest the fine. (Check
with the appropriate self-regulatory organization to determine if a particular rule violation has
been designated as “minor” for these purposes).
MISDEMEANOR – For jurisdictions that do not differentiate between a felony and a
misdemeanor, a misdemeanor is an offense punishable by a sentence of less than one year
imprisonment and/or a fine of less than $1,000. The term also includes a special court martial.
ORDER – A written directive issued pursuant to statutory authority and procedures, including
orders of denial, suspension, or revocation; does not include special stipulations, undertakings or
agreements relating to payments, limitations on activity or other restrictions unless they are
included in an order.
PROCEEDING – Includes a formal administrative or civil action initiated by a governmental
agency, self-regulatory organization or a foreign financial regulatory authority; a felony criminal
567

indictment or information (or equivalent formal charge); or a misdemeanor criminal information
(or equivalent formal charge). Does not include other civil litigation, investigations, or arrests or
similar charges effected in the absence of a formal criminal indictment or information (or
equivalent formal charge).
By the Commission.

Elizabeth M. Murphy
Secretary
Date: October 23, 2013

568