This guide clarifies the regulations for reporting over-the-counter (OTC) equity security transactions to FINRA facilities, specifically Trade Reporting Facilities (TRFs), the Alternative Display Facility (ADF), and the OTC Reporting Facility (ORF). It focuses exclusively on trade reporting rules, as detailed below, and doesn’t cover other obligations under FINRA or federal securities laws, such as SEC Rule 17a-3 recordkeeping.
This FAQ references FINRA rules. Note that effective December 15, 2008, NASD Marketplace Rules (NASD Rule 4000-7000 Series) became FINRA Rule 6000-7000 Series. Refer to conversion charts for NASD/NYSE to FINRA rule mapping.
Archived FAQ Versions:
Pre-January 8, 2015
January 8, 2015
July 14, 2015
June 13, 2016
June 27, 2017
August 21, 2017
October 15, 2018
For trade reporting questions, contact FINRA’s Office of General Counsel at (202) 728-8071 or FINRA Market Operations at (866) 776-0800.
General Trade Reporting Information
Applicable Rules, Definitions, and Guidance
What FINRA Facilities support OTC equity transaction reporting?
TRFs report NMS stock transactions (SEC Rule 600(b)(47) of Regulation NMS) executed off-exchange. FINRA operates TRFs with NASDAQ (FINRA/NASDAQ TRF Carteret & Chicago) and NYSE (FINRA/NYSE TRF). “FINRA/NASDAQ TRF” refers to either Carteret or Chicago, based on member election.
ADF is a facility for both trade reporting and quotation for NMS stocks traded off-exchange.
ORF handles OTC Equity Securities and Restricted Equity Securities (Rule 6420) OTC transactions.
What rules govern OTC equity trade reporting to FINRA Facilities?
The “trade reporting rules” are:
| Rule Series | FINRA Facility | Trade Types |
|---|---|---|
| 6200 & 7100 Series | ADF | OTC NMS stock transactions |
| 6300A & 7200A Series | FINRA/NASDAQ TRF Carteret & Chicago | OTC NMS stock transactions |
| 6300B & 7200B Series | FINRA/NYSE TRF | OTC NMS stock transactions |
| 6620 & 7300 Series | ORF | OTC Equity Securities (non-NMS stocks like OTC Markets, ADRs, Canadian, foreign, non-exchange DPP securities) and Restricted Equity Securities (Securities Act Rule 144A) |
Which equity security transactions must be reported to FINRA?
All FINRA member OTC equity security transactions must be reported, unless specifically exempted. Reportable transactions include:
- NMS stock off-exchange trades (ADF or TRF).
- OTC Equity Securities and Restricted Equity Securities trades (ORF).
What defines a reportable “trade” or “transaction”?
A “trade” or “transaction” is a beneficial ownership change of securities between parties where a member participates as a dealer or agent.
How is “customer” defined in trade reporting rules?
Rule 0160(b)(4) states, “customer shall not include a broker or dealer.”
What is a “tape” or “media” report?
A tape/media report is submitted to a FINRA Facility and publicly disseminated by the Securities Information Processor (SIP). It’s “for publication.” Some reports may be suppressed (e.g., Rule 144A Restricted Equity Securities, T+365 trades, non-business day trades).
What is a “non-tape” or “non-media” report?
Non-tape reports are not publicly disseminated and are either “regulatory” or “clearing” reports. Regulatory reports meet regulatory needs (e.g., transaction fees, riskless principal offsetting legs). Clearing reports facilitate transaction clearing and settlement and are sent to the National Securities Clearing Corporation (NSCC). Clearing reports can also fulfill regulatory reporting obligations.
What is the “time of execution”?
Execution time is when parties agree on all essential transaction terms, including price (e.g., closing price, VWAP) and shares. The actual price must be known at execution.
Example: Order at 10:00 a.m. for end-of-day VWAP; VWAP published 4:30 p.m.; trade executed 4:35 p.m. Execution time: 4:35 p.m.
Non-tape reports for step-outs, riskless principal, or agency offsets use allocation time as execution time.
What are “normal market hours”?
“Normal market hours” are 9:30:00:000 a.m. to 4:00:00:000 p.m. Eastern Time. Trades outside this period are “outside normal market hours.” FINRA Facilities use milliseconds. A trade at 4:00:00:001 p.m. is “outside normal market hours.”
OTC Equity Transactions Outside Normal Market Hours Reporting:
| Trade Execution Time | Actual Report Time | Extended Hours/Sold Modifier |
|---|---|---|
| Midnight – 7:59:59:999 am | By 8:15 am (within 15 minutes of system open) on trade date | Outside normal market hours trade (.T) |
| After 8:15 am on trade date | Outside normal market hours trade reported late (.U) | |
| 8:00:00:000 – 9:29:59:999 am | Within 10 seconds of execution on trade date | Outside normal market hours trade (.T) |
| More than 10 seconds after execution | Outside normal market hours trade reported late (.U) | |
| 9:30:00:000 am – 4:00:00:000 pm (normal market hours) | Within 10 seconds of execution on trade date | N/A |
| More than 10 seconds after execution | Normal market hours trade reported late (.Z) | |
| 4:00:00:001 – 8:00:00:000 pm (4:00:00:001 – 6:30:00:000 pm for ADF) | Within 10 seconds of execution on trade date | Outside normal market hours trade (.T) |
| More than 10 seconds after execution | Outside normal market hours trade reported late (.U) | |
| 8:00:00:001 – 11:59:59:999 pm (6:30:00:001 – 11:59:59:999 pm for ADF) OR Non-business day execution | By 8:15 am (within 15 minutes of system open) on T+1, “as/of” | Outside normal market hours trade (.T) |
| After 8:15 am on T+1 | Outside normal market hours trade reported late (.U) |
Are secondary transactions in unlisted DPP and REIT securities reportable?
Yes, they are OTC Equity Securities under Rule 6420 and must be reported to ORF, unless exempted or considered “restricted equity securities.” “Execution date/time” for DPPs is when parties agree to all essential terms, including price and units.
Where to find ORF migration information?
See the FINRA OTC Reporting Facility (ORF) Migration page.
Where to find regulatory announcements and interpretive guidance?
Sign up for FINRA regulatory announcements under Market Transparency at FINRA Email Subscription Service. Contact FINRA OGC or Market Regulation for interpretive guidance. For technical ADF/ORF issues, contact FINRA Market Operations; for TRF issues, contact NASDAQ or NYSE.
Where are technical specifications for FINRA Facilities?
Do FINRA/NASDAQ TRF Carteret and Chicago have the same rules and guidance?
Yes, they are governed by the same rules (Rule 6300A, 7200A, 7600A Series) and guidance. “FINRA/NASDAQ TRF” refers to either facility.
Reporting Time, Price, and Share Quantity
Must trade reports include transaction execution time?
Yes, all FINRA Facility trade reports must include Eastern Time execution time, unless rules specify otherwise (Rules 6282(a), 6380A(a), 6380B(a), 6622(a)).
Two times are needed for Stop Stock and PRP transactions: agreement time and execution time. For ISO block trades, firms report execution time and, if different, ISO routing time (reference time).
Do PRP or Stop Stock trades reported within 10 seconds of reference/agreement time need two times?
No, if executed and reported within 10 seconds, only execution time is required; modifiers are not needed (Sections 402, 408).
Is millisecond execution time capture mandatory?
No, reporting in seconds is allowed if systems don’t capture milliseconds. However, FINRA expects increased millisecond reporting over time (Rules 6282.04, 6380A.04, 6380B.04, 6622.04, 7130.01, 7230A.01, 7230B.01, 7330.01).
Must ATS firms reporting in milliseconds use milliseconds for trade reports?
Yes, if a system captures milliseconds, it should report in milliseconds.
If an ATS captures milliseconds, must the market-making desk also capture milliseconds?
No, market-making desks aren’t required to capture milliseconds if their systems don’t. But ATS, capturing milliseconds, must report in milliseconds.
Can time be HH:mm:ss or must it be HH:mm:ss:000 if not capturing milliseconds?
Firms reporting in seconds can use HH:mm:ss:000 or HH:mm:ss. FINRA Facilities will populate milliseconds as 000 for HH:mm:ss reports.
Must execution time granularity match between trade reports and OATS Execution Reports?
Yes, execution time on trade reports and OATS Execution Reports must be identical and at the same granularity level (millisecond or second).
Is late trade determination at the millisecond level for firms reporting in milliseconds?
Yes, late trade determination is at the millisecond level for firms reporting in milliseconds. A trade reported >10 seconds after execution is late. For second-level reporting, determination remains at the second level.
How many decimal places for price reporting?
Report as many decimal places as the FINRA Facility allows, per technical specifications. Report 10.123456 if executed at 10.123456 and the facility allows six decimal places.
What is “explicit fee” functionality?
Members can pre-agree to transfer transaction fees on OTC trades via clearing reports. Reports include a price with and without the fee. The fee-inclusive price clears through NSCC; the fee-exclusive price is publicly disseminated (Rules 7130(h), 7230A(h), 7230B(i), 7330(i)).
Agreements (Transaction Fee Transfer Agreement) must be executed and submitted to FINRA before fee transfers.
Example of explicit fee:
BD1 buys 100 ABCD shares from BD2 at $10.00/share with a $0.001/share fee. Publicly disseminated price: $10.00; cleared/settled price: $10.001.
Can explicit fees be used with riskless principal trades?
Yes, if pre-agreed and requirements met (Rules 7130(h), 7230A(h), 7230B(i), 7330(i)), BD1 can transfer a fee on a riskless principal sale to BD2.
How to report price and quantity for securities priced per share or percentage of par value to ORF?
Report per share/unit dollar price, regardless of percentage of par value pricing. Report quantity in shares/units, not total face value.
Example: 10 shares, $25 par value, $24/share price, $240 total. Report $24 price, 10 shares quantity.
How to report fractional shares?
Drop the fraction, report the whole number, unless it rounds to zero, then round up to 1. 100.5 shares becomes 100. Decimal/fractional share quantities are rejected.
Must trades for less than one share be reported?
Yes, round up to 1 share for reporting. 1/3 share becomes 1 share reported quantity.
Timely Submission of Trade Report Information
When are OTC trades reported to FINRA?
Tape reports for NMS stocks and OTC Equity Securities (including foreign, ADRs, Canadian, DPP securities) must be submitted ASAP, within 10 seconds of execution during FINRA Facility operating hours (Rules 6282(a), 6380A(a), 6380B(a), 6622(a)). Trades before opening/after close have different timelines (see FAQ 102.3).
Rule 144A Restricted Equity Securities must be reported to ORF by 8:00 p.m. ET. Trades between 8:00 p.m. and midnight must be reported next business day (T+1) by 8:00 p.m. (Rule 6622(a)(3)).
Does the 10-second rule apply to non-tape reports?
No, but regulatory reports have specific timeframes. Riskless principal offsets must be reported ASAP, by FINRA Facility close (NTM 00-79). To qualify for Rule 5320 (Trading Ahead) exemption, riskless principal non-tape reports must be submitted “contemporaneously” (within one minute, ideally).
Regulatory transaction fee reports (Schedule A Section 3) must be submitted by the FINRA Facility’s reporting session end (Rules 7130(c), 7230A(g), 7230B(f), 7330(g)).
Clearing reports must comply with trade reporting rules and NSCC real-time locked-in trade data submission rules, prohibiting pre-netting (DTCC/NSCC Notice A#7663, P&S#7333, 1/7/14).
When to report trades executed outside normal market hours?
Trades outside 9:30:00:000 a.m. – 4:00:00:000 p.m. ET and during FINRA Facility open hours: report within 10 seconds.
Trades during FINRA Facility closed hours are not subject to 10-second reporting.
- Midnight-8:00 a.m. ET: report by 8:15 a.m. ET on trade date.
- Facility close (6:30 p.m. ADF, 8:00 p.m. TRFs/ORF)-midnight: report “as/of” by 8:15 a.m. ET next business day (T+1).
Non-business day (weekend/holiday) trades: report “as/of” by 8:15 a.m. ET next business day (Rules 6282(a), 6380A(a), 6380B(a), 6622(a)).
Must late trades still be reported?
Yes, report late trades ASAP, marked as late. Trades required on trade date, but not reported, must be “as/of” T+N and late-marked. T+1 required reports not made by T+1 become T+N and late-marked (Rules 6282(a), 6380A(a), 6380B(a), 6622(a)).
What satisfies the “as soon as practicable” reporting requirement?
Firms need policies, procedures, and systems for immediate trade reporting upon execution. Delays from unpredictable extrinsic factors, without intentional delay, aren’t violations if policies/systems are reasonable. Do not intentionally delay reporting to the last second (Rules 6282.02, 6380A.02, 6380B.02, 6622.03).
If manual trade entry causes delays, will FINRA consider this in late reporting reviews?
Yes, FINRA will consider manual entry complexity and time in late reporting reviews if efficient processes and immediate reporting attempts are in place. Documentation of manual entry as the cause is needed (Rules 6282.02, 6380A.02, 6380B.02, 6622.03).
Trade Comparison and Acceptance
Which FINRA Facilities offer trade acceptance/comparison?
ADF, FINRA/NASDAQ TRF, and ORF offer trade acceptance/comparison (Rules 7130(b), 7230A(b), 7330(b)). Reporting party submits, contra party accepts/declines if no give-up agreement. Matching functionality also available (Rules 7140, 7240A, 7340).
FINRA/NYSE TRF requires locked-in trades, needing give-up agreements for reporting party to lock-in both sides (Rules 7230B(a), 7240B).
How long to accept/reject trades using comparison functionality?
Contra party has 20 minutes from execution to accept/reject. For trades outside FINRA Facility hours, deadline is 8:20 a.m. ET (Rules 7130(b), 7230A(b), 7330(b)). “20-minute rule” doesn’t apply to locked-in trades with give-up agreements.
If the reporting party is late, should the contra party wait for their report to accept?
No, contra party should submit their trade version within 20 minutes of execution (or 8:20 a.m. ET for after-hours trades). Failure to do so can lead to violations. FINRA considers situations where contra parties lack timely execution reports.
Is the accepting party responsible for trade report accuracy?
Yes, accepting parties are responsible for their side’s accuracy. Accepting incorrect information can lead to violations.
If a trade is declined and doesn’t clear, must it be canceled from the tape?
Yes, reporting firms must cancel (or reverse) declined trades from the tape to reflect non-execution.
Are declined trades available after trade date?
Yes, declined trades are not purged and remain for cancellation, correction, or later acceptance up to T+1. They won’t auto lock-in or clear unless action is taken (Rules 7140(a)(2), 7240A(a)(2), 7340(a)(2)).
Multiple MPIDs for Trade Reporting
Can FINRA members use multiple MPIDs for FINRA Facility reporting?
Yes, with FINRA Market Operations approval, members can use multiple MPIDs. Written requests must detail business/regulatory purposes and systems. FINRA evaluates based on stated purpose. Notify FINRA for new MPID uses. Members losing primary MPID privileges cannot use additional MPIDs (Rules 6160, 6170, 6480).
Can additional MPIDs be withdrawn?
Yes, MPID issuance is a privilege. FINRA can limit/withdraw MPIDs if misused or detrimental to the market (Rules 6160, 6170, 6480).
Must quotation and trade reporting MPIDs be the same?
Yes, for ADF quotes, resulting trades (ADF or TRF) must use the same MPID.
Is there guidance on ATS single MPID requirements?
Refer to ATS Reporting & MPID: Frequently Asked Questions.
Is there guidance on reporting matches with multiple MPIDs?
Refer to ATS OATS and Trade Reporting guidance for cross-reporting with multiple MPIDs, applicable even outside ATS executions.
MPID Example:
BD1 with MPIDs ABCA, ABCB. ABCA unit routes order to ABCB unit for execution. ABCB executes principal trade.
- Alternative #1 Tape Report: ABCB (principal) sells to BD2
- Alternative #2 Tape Report: ABCB (principal) sells to ABCA (agent); Non-Tape Report: ABCA (agent) sells to BD2
Must internal MPID share transfers be reported?
No, transfers within a member firm (e.g., ABCA to ABCB) are not reportable if no beneficial ownership change. Sale to the external customer must be reported.
Obtaining Security Symbols for Trade Reporting
What if a reportable ORF security lacks a symbol?
Request a symbol from FINRA Market Operations using the OTC Equity Symbol Request Form via FINRA Member Firm Gateway, providing CUSIP. Report the trade to ORF immediately upon symbol issuance, marked late if applicable. If not reported on trade date, report “as/of” with original execution date.
Must OTC trades of IPO securities before exchange listing be reported?
Yes, until NYSE listing, OTC trading of IPO securities is considered OTC Equity Securities or TRACE-eligible and must be reported to ORF or TRACE. Request an OTC symbol if none exists (FAQ 105.1).
Members cannot execute IPO securities off-exchange until the listing exchange’s opening transaction dissemination (Rule 6130). OTC symbol trading prohibited from midnight IPO date forward.
Does FINRA assign symbols for listed securities?
No, contact the relevant exchange for listed security symbols.
Does FINRA assign symbols for equity securities without CUSIP numbers?
No, FINRA doesn’t issue symbols without CUSIP numbers.
Does Trade Reporting Notice 9/23/2011 apply to securities removed from customer accounts due to SEC revocation or bankruptcy?
No, Notice 9/23/2011 doesn’t apply to securities removed due to revocation/bankruptcy. Do not request OTC symbols in these cases.
Scope of Reporting Requirements
Are Rule 144 restricted securities sales from XYZ Insider to BD1 and BD1 to BD2/BD3 reportable?
If Rule 144 conditions are met, BD1 receives unrestricted stock, making the XYZ Insider to BD1 sale reportable. BD1 to BD2/BD3 sales are also reportable. Administrative steps like CUSIP conversion may be needed.
RIA within BD1 routes order to BD2. How to report?
Because RIA is part of BD1, it’s BD1’s trade. BD2 reports BD1 and BD2 as parties. BD1 is subject to trade reporting rules (e.g., 20-minute rule). Don’t report as customer trade. If RIA is a separate non-member entity, RIA is not subject to trade reporting rules.
BD1 internal business unit share transfer. Reportable?
No, internal transfers within BD1 are not reportable because there is no beneficial ownership change.
BD1 to affiliate BD2 share transfer (separate legal entities). Reportable?
Yes, affiliate transfers between separate legal entities are reportable if beneficial ownership changes.
BD1 to affiliate BD2 share transfer for risk management, same parent company. Reportable?
No, not reportable if no beneficial ownership change, despite separate entities. Firms must document and demonstrate no ownership change.
Are Repo agreement equity security transfers reportable?
No, Repo transfers are financing arrangements, not reportable transactions.
Are ETF share OTC transactions with the Federal Reserve Bank of New York reportable?
Yes, all secondary market ETF share OTC transactions, including with the Federal Reserve Bank of New York, are reportable. Member firms report trades with non-members.
Reporting Capacity
Is the reporting firm responsible for capacity information for both trade sides?
Yes, unless the contra party provides their own trade information (comparison functionality), the reporting member must submit complete, accurate information for both sides, including capacity (Rules 7130(d), 7230A(d), 7230B(d), 7330(d)).
If the FINRA Facility defaults capacity, is the firm responsible for correcting it?
Yes, members must ensure default capacity accuracy. Default capacity reliance is equivalent to affirmatively selecting it.
Reporting Relationships and Responsibilities
Reporting on Behalf of Another Member (“Give-Up” Relationships)
Can a FINRA member report on behalf of another member (“give-up”)?
Yes, with a “give-up agreement” (FINRA Transparency Services Uniform Reporting Agreement) submitted to the FINRA Facility. Both parties must execute the agreement. “Give-up” is only for true executing parties. “Given-up” member must have a valid MPID for the reporting member (Rules 6282(h), 6380A(h), 6380B(g), 6622(h)).
Is a give-up agreement always needed for reporting on behalf of another member?
Yes, a give-up agreement is required when reporting on behalf of another member and acceptance isn’t required to lock-in the trade. For tape-only reports, a give-up agreement is not needed to identify the contra party.
Is a give-up agreement needed if a QSR agreement exists?
Yes, QSR agreements (NSCC) only enable clearing, not trade reporting. A give-up agreement (FINRA Transparency Services Uniform Reporting Agreement) is still needed for trade reporting on behalf of another member, even with a QSR agreement.
What are the obligations of the “given-up” member?
Give-up agreements don’t relieve “given-up” members of reporting obligations if the reporting party fails. Both parties are responsible for rule compliance (Rules 6282(h) 6380A(h), 6380B(g), 6622(h)). “Given-up” members must supervise reporting party compliance (NTM 98-96).
If a reporting member (“give-up”) reports late, can the “given-up” member be charged with late reporting?
Yes, both are responsible. “Given-up” member can be charged with late reporting and supervisory failures.
Can a member report a trade between two other members with give-up agreements without appearing as a party?
No, the member facilitating the report is a party and must be on the report.
Can a member with give-up agreements with two other members report a trade between them?
Yes, if not a party to the trade, a member can facilitate reporting between two other members with give-up agreements.
Can a FINRA/NASDAQ TRF Carteret agreement be used for FINRA/NASDAQ TRF Chicago?
No, they are separate facilities. Agreements must be updated for FINRA/NASDAQ TRF Chicago.
Order Routing, Execution and/or Reporting via Another Member
BD1 uses BD2 system to route orders to BD3. BD2 has no order discretion. Who are the parties on the tape report?
Parties are BD1 and BD3. BD2 is solely a routing mechanism. This applies even if BD1 clears through BD2.
Can BD2 “give up” or report on behalf of BD1 in the above scenario?
Yes, BD2 can “give up” or report for BD1 with a valid agreement. BD1 and BD3 remain the trade parties on the report.
BD1 enters order into BD2 system. BD2 makes routing/execution decisions, directs to BD3. Who are the parties?
Parties are BD2 and BD3. BD2’s routing decision makes them a party. Applies even if BD1 clears through BD2.
Can BD2 “give up” or report on behalf of BD1 in the above scenario?
No, BD2 cannot “give up” for BD1 here because BD1 is not a party to the BD2-BD3 trade.
BD1 executes trade with clearing firm BD2. Can BD2 “give up” or report on behalf of BD1?
Yes, BD2 can “give up” for BD1 with a valid agreement. BD1 and BD2 must be identified as parties.
Reporting Trades With a Non-FINRA Member
How to report trades with non-FINRA broker-dealers?
Don’t identify non-members as contra parties on trade reports, except for Canadian non-members using FINRA/NASDAQ TRF or ORF for trade comparison under a Non-Member Addendum to the NASDAQ Services Agreement. In this case, Canadian non-members appear as contra parties, not reporting parties, with FINRA members as reporting parties.
BD1 trades with non-member BD2. BD2’s clearing firm is FINRA member BD3. Should BD3 appear on the tape report?
No, only executing parties (BD1 and BD2) are identified. BD3 is not an executing party and should not be on tape reports. For clearing through a FINRA Facility, a separate non-tape clearing-only report between BD1 and BD3 may be submitted.
Two non-FINRA members trade OTC. Can a FINRA member report on their behalf?
No, FINRA members cannot report trades between two non-members if not a party. If the FINRA member is a party, they must report and comply with all trade reporting rules.
Reporting by an Alternative Trading System (ATS) or Electronic Communications Network (ECN)
Are ATSs and ECNs subject to the same reporting requirements?
Yes, ATSs/ECNs are “executing parties” for trades executed on their systems and have reporting obligations. If an ATS routes orders to another member for execution, the ATS is not the executing party and has no reporting obligation.
If an ATS/ECN matches two FINRA member orders, can it report a single trade between the members without identifying itself?
No, ATS/ECNs must always appear as a party on trade reports.
Can ATS/ECNs use three-party trade reports?
No, FINRA Facilities do not support three-party reports.
If an ECN matches two member orders and reports, must it submit a non-tape report for the offsetting leg?
Yes, members acting as riskless principal or agent for other members must submit non-tape reports identifying those members if not on the initial tape report (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)). This includes ATSs/ECNs.
Trade Reporting Structure – Which Party Has Trade Reporting Obligation
Which party has the trade reporting obligation?
- Member-to-member trades: “Executing party” reports.
- Member-to-non-member/customer: Member reports (Rules 6282(b), 7130(c); 6380A(b), 7230A(c); 6380B(b), 7230B(c); 6622(b), 7330(c)).
How is market maker status determined for reporting responsibility?
Market maker status determination is no longer relevant with the “executing party” structure (implemented August 3, 2009).
Who reports trade cancellations and reversals?
The member who reported the original trade reports cancellations/reversals (Rules 6282(g)(1), 7130(e)(1); 6380A(g)(1), 7230A(f)(1); 6380B(f)(1), 7230B(e)(1); 6622(f)(1), 7330(f)(1)).
If BD1 sells short to BD2 and BD2 reports, must BD1 disclose short sale to BD2?
Trade reports must indicate short sales. If BD1 doesn’t want to disclose short sale to BD2, they can use trade comparison/acceptance, or BD1 can report for BD2 via a give-up agreement, avoiding disclosure to BD2.
How is “executing party” defined?
“Executing party” is the member receiving an order, not re-routing it, and executing the transaction. For member-member trades where both could be “executing party” (e.g., phone negotiations), the sell-side member reports unless agreed otherwise and documented (Rules 6282(b), 6380A(b), 6380B(b), 6622(b)).
How does the executing party structure impact regulatory transaction fees?
No impact. FINRA bills sell-side clearing members for Section 3 fees, regardless of reporting party/contra party on tape reports.
How does executing party structure impact give-up/QSR agreements?
No change. QSR agreements are NSCC clearing agreements. Give-up agreements (FINRA Transparency Services Uniform Executing Broker Agreement) are still needed for reporting on behalf of another member. Members can still use give-up agreements under the executing party structure.
Determining “Executing Party”
Member receives order for handling and execution:
BD1 routes order to BD2 for handling/execution. BD2 executes OTC with BD1. BD2 is the executing party.
Member receives order for execution:
BD1 presents order to BD2 for execution. BD2 executes OTC with BD1. BD2 is the executing party.
Matching scenario:
BD1 matches BD2 and BD3 orders as agent and executes OTC. BD1 is the executing party.
Member presented order against quote:
BD1 quotes, BD2 orders at BD1’s price. BD1 executes OTC. BD1 is the executing party.
Member asked to provide quote:
BD1 requests quote from BD2, agrees to trade at BD2’s quoted price. BD2 is the executing party.
Electronically negotiated and accepted trade:
BD1 quotes, BD2 counters electronically. BD1 counters, BD2 accepts via “buy/accept” button. BD2 is the executing party because they electronically accepted the negotiated price.
Negotiated trade where both members could be executing party:
BD1 quotes, BD2 counters, negotiate terms, agree on a different price. BD2 is sell-side, and both could be executing party. BD2, as sell-side, reports unless agreed otherwise and documented.
Manually negotiated trade, sell-side reports. “Contemporaneously documented agreement” needed?
No, documentation is only needed when buy-side reports instead of sell-side.
Manually negotiated trade, sell-side reports. Can buy-side report instead?
Yes, parties can agree to have the buy-side report, but sell-side must contemporaneously document the agreement (Rules 6282(b), 6380A(b), 6380B(b), 6622(b)).
If buy-side reports in manually negotiated trade, what documentation is acceptable?
Contemporaneous notes, order ticket notations, or pre-executed blanket agreements shifting reporting obligation are acceptable.
If buy-side reports, is sell-side responsible for timely reporting?
No, buy-side becomes responsible for timely reporting when agreed and documented.
Can a give-up agreement be used to shift reporting obligation in manually negotiated trades?
Yes, but give-up agreement doesn’t shift reporting obligation; it allows reporting on behalf of. Sell-side remains responsible for rule compliance even if buy-side reports. Give-up agreement can satisfy “contemporaneously documented agreement” only if amended to specifically shift reporting obligation in this scenario.
Does trade comparison/acceptance satisfy “contemporaneously documented agreement” for shifting reporting obligation?
No, trade comparison/acceptance functionality does not satisfy the contemporaneous documentation requirement.
Can parties agree to shift reporting obligation when it’s clear who the executing party is (order routing scenario)?
No, shifting is only allowed when it’s unclear who the executing party is (e.g., manually negotiated trades). In order routing scenarios, the executing party is clear, and the reporting obligation cannot be shifted. Give-up agreements can still be used for reporting on behalf of the executing party, but the executing party remains responsible for compliance.
Trade Reporting in the Event of Systems Issues
Effective date for Trade Reporting Notice guidance on systems issues?
No effective date, it’s guidance on existing rules. Firms must have policies for timely reporting, including system issue responses. FINRA acknowledges firms are updating policies and connecting to secondary facilities, allowing reasonable time for implementation.
What to do if the primary FINRA Facility has a widespread system issue?
Maintain connectivity and report to a secondary FINRA Facility or stop OTC trading. Firms should pre-determine and document “widespread outage response” procedures. Procedures are invoked only when FINRA announces a widespread issue.
How will firms know when to invoke “widespread outage response” procedures?
FINRA will announce widespread issues and instruct firms to invoke procedures via website and email.
If the primary FINRA Facility has issues but FINRA hasn’t announced “widespread outage response,” can firms continue trading OTC?
Yes, in such cases, continue trading and report trades once the primary FINRA Facility is operational again.
When will FINRA announce “widespread outage response” procedures?
For protracted issues likely to be lengthy or with uncertain resolution. “Protracted” is likely defined as >5 minutes during the first/last 15 minutes of trading, or >30 minutes at other times.
Are firms required to connect to a secondary FINRA Facility?
No, unless firms intend to continue OTC trading after FINRA announces “widespread outage response” procedures.
What if a firm lacks a secondary FINRA Facility during a “widespread outage response” event?
Stop OTC trading. Route orders to exchanges or firms with operational FINRA Facility access.
FINRA system issue flow chart?
Trade Reporting Flow Chart is available.
Can ADF be a secondary FINRA Facility?
Yes, ADF can be used for trade reporting only (no quoting). Contact FINRA Business Services to set up.
Secondary FINRA Facility failover is not instantaneous. What to do in the interim?
Continue OTC trading briefly and report trades late while failing over to the secondary FINRA Facility.
Will FINRA announce widespread issues outside regular market hours?
No, announcements are during regular market hours (9:30 a.m. – 4:00 p.m. ET).
Can firms continue OTC trading and report later if the primary FINRA Facility has issues outside market hours?
Yes, “widespread outage response” procedures are for regular market hours issues only. Continue trading and report later if issues are outside regular hours.
Can firms report by phone during system outages?
No, phone reporting is not feasible for timely 10-second reporting and is not considered “reasonably designed” procedures.
Can firms tape report to the secondary FINRA Facility and clearing report to the primary FINRA Facility after it’s operational?
Generally no, but FINRA will waive the same-facility rule during “widespread outage response” events. Tape reports can be submitted to the secondary FINRA Facility, and clearing reports to the primary FINRA Facility. However, other rules like Related Market Center codes and NSCC real-time clearing rules still apply.
If tape reported to the secondary FINRA Facility, can clearing reports be submitted to the primary FINRA Facility later?
Yes, during “widespread outage response,” tape and clearing reports can be to different facilities. However, NSCC real-time clearing rules still apply, so significant clearing report delays are discouraged.
How will firms know when widespread issues are resolved?
FINRA will announce issue resolution and resumption of primary FINRA Facility reporting via website and email.
Are “widespread outage response” procedures required for ORF?
No, ORF is the only facility for OTC equity securities. Secondary facility connection is not possible. FINRA may halt OTC equity security trading during ORF issues.
What to do during limited system issues affecting only a few firms?
Consider “limited outage response” procedures, like invoking “widespread outage response” voluntarily or intraday process changes. Continue OTC trading and report later if warranted by best execution or customer duties. FINRA will contact firms with limited issues.
Can firms continue OTC trading during limited system issues?
Yes, if market impact is limited, firms can continue trading and report later if justified by best execution or customer duties.
Can firms wait for FINRA announcements before acting on system issues?
Yes, firms can wait for FINRA announcements of widespread issues or direct contact for limited issues before invoking response procedures.
Do recurring system issues excuse late reporting?
No, recurring system issues are not “reasonable justification” for late reporting. Firms need robust systems and backup capabilities.
Are firms routing all orders to another member required to have “widespread outage response” procedures?
No, only firms with trade reporting obligations need these procedures.
Can FINRA/NASDAQ TRF Chicago be a secondary FINRA Facility for FINRA/NASDAQ TRF Carteret?
Yes, they are separate facilities and can serve as primary/secondary for each other during system issues.
Types of Reports/Transactions
Non-Tape (Regulatory or Clearing-Only) Reports
Should trade report modifiers be used in non-tape reports?
Generally no, only settlement type modifiers (Field 1) and regulatory fee modifiers (Field 4) are used. No other modifiers on non-tape reports.
Can a tape report be submitted to one FINRA Facility and a clearing report to another?
No, with limited exceptions, non-tape reports must be associated with trades reported to the same FINRA Facility. Tape and clearing for the same trade must be through the same facility (Rules 7130(g), 7230A(i), 7230B(h), 7330(h)). FINRA/NASDAQ TRF Carteret and Chicago are separate facilities.
Are there exceptions to the above prohibition?
Yes, riskless principal offsetting legs and agency transactions have exceptions. Non-tape reports for these can be submitted to a different FINRA Facility (Rules 7130(g), 7230A(i), 7230B(h), 7330(h)). Related Market Center code is needed when tape and non-tape reports are to different facilities or non-tape reports relate to exchange-reported trades.
When can firms submit clearing-only, non-regulatory reports?
Only if regulatory reporting obligations are met through other submissions (tape or regulatory reports). Refer to Regulatory Notice 15-51 for guidance. ATS operators can use non-ATS MPIDs for clearing-only non-regulatory reports, but the “executing party” must still be identified.
Reporting Step-Outs
What is a step-out?
Step-outs allocate client positions from a member’s executed trade to a client account at another broker-dealer. It’s a position transfer, not a trade, without share/fund exchange or beneficial ownership change. Facilitates clearing for these transfers.
Are there restrictions on non-tape step-out reports?
Yes, non-tape reports (including step-outs) must relate to trades reported to the same FINRA Facility. Step-outs related to exchange-reported trades cannot be submitted to FINRA Facilities (Rules 7130(g), 7230A(i), 7230B(h), 7330(h)). FINRA/NASDAQ TRF Carteret and Chicago are separate facilities. Check exchanges for step-out functionality.
Can BD1 step-out of shares on TRF A if trades were executed on exchanges and TRF B?
No, step-outs must relate to trades reported on the same FINRA Facility. BD1 can only step-out shares on TRF A that were reported to TRF A.
What execution time for non-tape step-out reports?
Use step-out allocation time. Don’t use default times (e.g., 12:00 noon).
What execution time for “bulk” step-out non-tape reports?
Use step-out allocation time.
How to distinguish between FINRA/NASDAQ TRF and NASDAQ Exchange step-outs?
ACT is used for both NASDAQ Exchange and FINRA/NASDAQ TRF step-outs, but they are separate facilities with different rules. Indicate FINRA or NASDAQ Exchange step-out in ACT entry protocols (NASDAQ Head Trader Alert 2008-019).
Can step-out reports include fees?
No, step-out prices must match the original trade price, excluding fees. Transaction fees can be transferred separately (Rules 7130(h), 7230A(h), 7230B(i), 7330(i)).
Can Section 3 fees be transferred in step-outs?
Yes, but only when the firm stepping out paid the fee on the original trade, i.e., stepping out of an original sell.
Step-out fee transfer examples:
- BD1 buys from BD2, steps out to BD3: No fee transfer possible.
- BD1 sells to BD2, steps out to BD3: Fee transfer possible.
How to use the “step-in” indicator?
Step-out reports use “step-out” indicator, step-in reports use “step-in.” For step-outs, the firm stepping out is the “executing party.” For locked-in reports, don’t use “step-in” (Regulatory Notice 14-21).
Who is the executing party for step-in/out reports?
The firm stepping out is the “executing party” with reporting obligations.
Should “step-in” be used on locked-in reports?
No, “step-in” is only for clearing-only reports where both sides submit. Do not use on locked-in clearing reports.
Customer buys from BD1, then requests step-out to BD2. Step-out reporting sides and fees?
BD1 is seller, BD2 is buyer on step-out report. No Section 3 fee transfer possible as BD1 stepped out of a customer purchase.
Customer sells to BD1, then requests step-out to BD2. Step-out reporting sides and fees?
BD1 is buyer, BD2 is seller on step-out report. Section 3 fee transfer possible as BD1 stepped out of a customer sale.
Reporting Riskless Principal Transactions
What is a “riskless principal” transaction?
After receiving a buy (sell) order, a member buys (sells) as principal and then sells (buys) as principal at the same price to fulfill the original order. Two interdependent orders with no market risk (NTM 99-65).
How to report OTC riskless principal transactions?
- Single tape report with “riskless principal” capacity, excluding mark-up/down/fee.
- Two reports: tape report (principal capacity) for initial leg and non-tape report (riskless principal capacity) for offsetting leg (Rules 6282(d)(3)(B), 6380A(d)(3)(B), 6380B(d)(3)(B), 6622(d)(3)(B)). Non-tape report is required if tape report incorrectly reflects “principal” capacity.
Must tape and non-tape legs of riskless principal transactions be reported to the same FINRA Facility?
No, non-tape leg can be to a different FINRA Facility (Rules 6282(d)(3)(B), 6380A(d)(3)(B), 6380B(d)(3)(B), 6622(d)(3)(B)). FINRA prefers reporting both legs to the same facility if possible.
Can riskless principal transactions be reported if the initial leg is exchange-reported?
Yes, non-tape reports for offsetting legs are permitted but not required if the initial leg is exchange-reported (Rules 6282(d)(3)(B), 6380A(d)(3)(B), 6380B(d)(3)(B)). Don’t double-tape report exchange trades.
Is a transaction riskless principal if prices differ?
No, different prices are not riskless principal. Each trade must be tape-reported separately (NTMs 99-65, 00-79, 01-85).
Is a transaction riskless principal if settlement types differ but price is the same?
Yes, differing settlement types are allowed in riskless principal if prices are the same and otherwise “riskless.” Different prices due to staggered settlement negate riskless principal status, requiring tape reports for both legs.
What execution time for non-tape riskless principal offset legs?
Use offsetting leg allocation time. Don’t use default times.
What execution time for non-tape riskless principal offsets with multiple first legs?
Use allocation time of the offsetting leg.
BD1 riskless principal for BD2 routes order to BD3. BD3 reports incorrectly as principal. Must BD1 submit a non-tape report?
Yes, if BD3’s tape report doesn’t show BD1 as riskless principal, BD1 must submit a non-tape report showing BD1 and BD2 as parties with BD1’s capacity as riskless principal (Rules 6282(d)(3)(B), 6380A(d)(3)(B), 6380B(d)(3)(B), 6622(d)(3)(B)).
BD1 riskless principal for BD2, BD2 riskless principal for customer, BD3 executes. BD3 reports BD2 as principal. BD2 reports BD1 as riskless principal. Must BD1 report the customer leg?
No, BD1 doesn’t need to report the customer leg because BD1’s capacity isn’t incorrectly reflected on a tape report.
BD1 riskless principal for BD2, BD1 and BD3 execute OTC. BD1 reports as riskless principal. Must BD1 submit a non-tape report for BD1-BD2 leg?
Yes, BD1 must submit a non-tape report for BD1-BD2 to indicate BD1 acted for BD2 (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
BD1 riskless principal for BD2 executes on exchange, exchange reports. Must BD1 submit a non-tape report for BD1-BD2 leg?
No, non-tape report is not required for exchange-reported trades (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)). Clearing-only report is optional.
BD1 riskless principal for non-member BD2, BD1 and BD3 execute OTC. BD1 reports as riskless principal. Must BD1 submit a non-tape report for BD1-non-member BD2 leg?
No, non-tape report isn’t required for non-member BD2 (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
Reporting Agency Transactions
Can BD1 trade as agent for BD2?
Yes, BD1 can act as agent for BD2, if not through BD1’s proprietary account.
In agency trades between members, must tape and non-tape reports be to the same FINRA Facility?
No, tape and non-tape reports can be to different FINRA Facilities (similar to riskless principal). FINRA prefers both legs to the same facility if possible.
BD1 agent for BD2 executes on exchange. May BD1 submit a non-tape report for BD1-BD2 leg?
Yes, non-tape reports are permitted but not required for exchange-reported initial legs. Don’t double-tape report exchange trades.
What execution time for non-tape agency offset legs?
Use offsetting leg allocation time. Don’t use default times.
What execution time for non-tape agency offsets with multiple first legs?
Use allocation time of the offsetting leg.
Reporting requirements for member matching customer/broker-dealer orders as agent?
See Sections 306, 307, 308.
BD1 agent for BD2 executes OTC with BD3. BD1 reports. Must BD1 submit a non-tape report for BD1-BD2 leg?
Yes, BD1 must submit a non-tape report for BD1-BD2 to indicate agency relationship (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
BD1 agent for BD2 routes order to BD3. BD3 reports. Must BD1 submit a non-tape report for BD1-BD2 leg?
No, BD1 doesn’t need to submit a non-tape report as BD1 is not the tape reporting party (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
BD1 agent for BD2 executes on exchange, exchange reports. Must BD1 submit a non-tape report for BD1-BD2 leg?
No, non-tape report isn’t required for exchange-reported trades (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)). Clearing-only report is optional.
BD1 agent for non-member BD2, BD1 and BD3 execute OTC. BD1 reports. Must BD1 submit non-tape report for BD1-non-member BD2 leg?
No, non-tape report isn’t required for non-member BD2 (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
BD1 agency allocation account for customers, averages price, allocates. Report allocation?
No, allocations from a customer-only agency account are not tape or non-tape reportable.
RIA discretionary accounts at BD1, BD1 averages price, allocates to RIA. RIA allocates to sub-accounts. Sub-account allocation reportable?
No, sub-account allocations are not tape or non-tape reportable.
RIA discretionary accounts at BD2, BD1 averages price, allocates to RIA, RIA moves shares to BD2. BD1-BD2 movement reportable?
No, BD1-BD2 share movement is not tape or non-tape reportable.
Reporting Net Trades
What is a net trade?
Principal trade where a broker-dealer buys/sells at one price and sells/buys to fulfill the original order at a different price. Price difference is broker-dealer compensation.
BD1 buys security, then sells to customer at a different price. How to report?
Both legs must be tape-reported as they are at different prices.
What disclosure applies for market maker net trading with customers?
Rule 2124 requires market maker disclosure and consent before net trading with customers, differing by institutional/non-institutional customer type.
Does Rule 2124 apply to riskless principal?
No, Rule 2124 applies to net trades (different prices), not riskless principal (same price, disclosed commission/mark-up).
Further net basis trading guidance?
Refer to Regulatory Notice 18-29.
As/Of (T+N) Reports
What is an “as/of” (T+N) report?
Reports for trades executed earlier and unreported or reversals from previous days.
Should “as/of” reports be “media” or “non-media”?
“As/of” reports should match the original report type. If the original trade was “media,” the “as/of” report should also be “media.”
Should “as/of” reports include modifiers?
Yes, “media” “as/of” reports include modifiers. “Non-media” “as/of” reports should not include modifiers.
Are “as/of” reports disseminated by SIPs?
Yes, “media” “as/of” reports are disseminated but are separate from current trade date reports and don’t impact high-low-last sale statistics.
Are “as/of” non-business day and T+365 trades disseminated or cleared?
No, non-business day and T+365 trades are not disseminated or cleared by FINRA Facilities.
Reporting Matches of Customer Orders by a Member (Including an ATS or ECN)
Can customer order matches be reported as crosses?
Yes, agency crosses (dual agency trades) are allowed when matching customer buy and sell orders for the same quantity and price.
Can customer order satisfaction with proprietary inventory be reported as a cross?
No, report as a principal sale unless routed through an ATS or separate MPID desk within the firm.
Matching multiple customer orders on one side with one or more on the other side. Single or separate reports?
Multiple executions require separate tape reports. Single execution or “single event” matches can be reported as a single cross. Sequential executions, even close in time, are separate events and need separate reports.
Reporting Matches of Broker-Dealer Orders by a Member (Including an ATS or ECN)
BD1 matches BD2 buy and BD3 sell orders. How to report?
BD1 is the executing party. Report options:
- Tape: Cross; Non-tape 1: BD1 buys BD3; Non-tape 2: BD1 sells BD2.
- Tape: BD1 buys BD3; Non-tape: BD1 sells BD2.
- Tape: BD1 sells BD2; Non-tape: BD1 buys BD3 (Rules 6282(d)(4), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
Matching multiple member orders on one side with one or more on the other side. Single or separate reports?
Multiple executions require separate tape reports. “Single event” matches can be a single cross. If reporting a single cross, non-tape reports are needed for each member party.
BD1 matches non-member BD2 buy and non-member BD3 sell. How to report?
Report as agency cross. No non-tape reporting obligation for non-members.
Should non-tape report execution time match tape report execution time for member order matches?
Yes, non-tape and tape reports for member order matches should have the same execution time.
BD1 matches BD2 buy and BD2 sell (BD2 agent for two customers). Non-tape reports needed?
Yes, non-tape reports needed to identify BD2 on both sides. Don’t report BD2 buying from/selling to itself.
Reporting Matches of Member Orders and Customer or Non-Member Orders by a Member (Including an ATS or ECN)
BD1 matches BD2 buy and customer sell orders. How to report?
BD1 is the executing party. Report options:
- Tape: Cross; Non-tape: BD1 sells BD2.
- Tape: BD1 sells BD2; Non-tape: Not required.
- Tape: BD1 buys customer; Non-tape: BD1 sells BD2 (Rules 6282(e)(1)(D), 6380A(d)(4), 6380B(d)(4), 6622(d)(4)).
BD1 matches BD2 buy and non-member BD3 sell orders. How to report?
BD1 is the executing party. Report options are the same as above.
Should non-tape report execution time match tape report execution time for member/customer order matches?
Yes, non-tape and tape report execution times should match for member/customer order matches.
Reporting Customer Price Adjustment Transactions
BD1 buys from BD2 at $10, then sells to customer at adjusted price $9.98. Same day. How to report?
Report both: BD1-BD2 trade at $10 and BD1-customer trade at $9.98 with PRP modifier.
BD1 executes 10 trades at average $10, then sells to customer at adjusted $9.98. Same day. How to report?
Report all 10 trades and the BD1-customer sale at $9.98 with PRP modifier.
Is a special modifier needed for adjusted price trades?
Yes, use PRP modifier (Trade Modifier Field 4) for same-day adjustments. Use special pricing formula (.W) modifier for T+N adjustments instead of PRP. These trades are subject to Regulation NMS Order Protection Rule.
What reference time for PRP modifier trades?
Report the prior time in the day used for pricing. Example: Trade at 1:00 p.m. at $9.98, based on 9:55 a.m. price. Report execution time 1:00 p.m., reference time 9:55 a.m.
If BD1 was initially agent/riskless principal, but price adjustment makes it principal, must capacity be corrected?
If correction without cancellation is possible, correct capacity. Otherwise, no correction is needed, but firms must demonstrate initial belief of agency/riskless principal capacity.
Original trade Day 1, price adjustment trade Day 2 at $9.98. How to report?
Report both: Day 1 trade and Day 2 sale at $9.98 with .W modifier. Don’t report Day 2 trade “as/of.”
If original and adjusted price trades are Stop Stock, should adjusted price trade use PRP or Stop Stock modifier?
No, PRP (or .W) is used only if no other Field 4 modifier applies. If adjusted price trade is Stop Stock, use Stop Stock modifier in Field 4.
Odd Lot Transactions
What is an odd lot?
Less than a “normal unit of trading,” generally 100 shares, unless the listing market or FINRA specifies otherwise.
How to report odd lot transactions?
Report OTC odd lot transactions like any other OTC transaction.
Are odd lot transactions disseminated?
Yes, “media” odd lot reports are disseminated, but they don’t update high, low, and last sale prices. For some high-priced OTC Equity Securities, units of trade are one share, and below 100 shares are considered round lots and will update high, low and last sale prices.
Reporting Cancellations, Corrections and Reversals
Who reports cancellations/reversals?
The firm reporting the original trade reports cancellations/reversals (Rules 6282(g)(1), 7130(g)(1); 6380A(g)(1), 7230A(f)(1); 6380B(f)(1), 7230B(e)(1); 6622(f)(1), 7330(f)(1)).
Must cancellations/reversals be reported to the same FINRA Facility as the original trade?
Yes, report cancellations/reversals to the same FINRA Facility as the original trade (Rules 6282(g)(1), 7130(g)(1); 6380A(g)(1), 7230A(f)(1); 6380B(f)(1), 7230B(e)(1); 6622(f)(1), 7330(f)(1)). FINRA/NASDAQ TRF Carteret and Chicago are separate facilities.
Cancellation vs. Reversal?
Cancellation: same day. Reversal: subsequent day.
- ADF/ORF: Cancel up to RD+3. Reversal after RD+3.
- FINRA/NYSE TRF: Cancel same day. Reversal after same day.
- FINRA/Nasdaq TRFs: Cancel same day, reverse after, except open match/compare trades can be canceled next day.
BD1 tape-only reports a trade, then it breaks. Cancellation/reversal needed?
Yes, cancel/reverse to remove non-cleared trades from the tape.
Are modifiers needed on reversals?
Yes, if the original trade was “media,” the reversal must also be “media” with all original modifiers.
How to report trade reversals?
Report “as/of,” identify self as reporting member, contra party, and maintain original buy/sell sides. Include modifiers (Trade Reporting Notice 3/25/13).
Is control number required for reversals?
Yes, the control number field is required for reversals and will be rejected if missing.
BD1 reports NMS stock to TRF. It becomes OTC Equity Security. Where to cancel?
Cancel to the original facility (TRF) if possible. If not, reverse to ORF, using Original Control Date (TRF report date), “dummy” Original Control Number (e.g., 500000000), and Reference Reporting Facility (TRF).
Can ORF trades be corrected without cancellation?
Yes, ORF trades can be corrected up to RD+3 without cancellation. Corrections after RD+3 require reversal and new “as/of” report.
Can NMS stock trades be corrected without cancellation?
- ADF: Correct same day only. Later corrections require cancellation/reversal and new report.
- FINRA/NYSE TRF: Correct same day only. Later corrections require reversal and new “as/of” report.
- FINRA/Nasdaq TRFs: Corrections always require cancellation/reversal and new report.
Transactions in Exchange-Traded Managed Funds
Do trade reporting rules apply to OTC trades in NextShares?
Yes, OTC NextShares trades are subject to NMS stock trade reporting rules, including 10-second reporting (Rules 6282(a), 6380A(a)). Rule 6184 adds specific NextShares reporting rules.
Which FINRA Facilities support NextShares reporting?
FINRA/Nasdaq TRF supports tape, regulatory, and clearing reports. ADF supports tape and regulatory reports. FINRA/NYSE TRF does not support NextShares.
Should NextShares prices be proxy price or NAV-based?
Use Nasdaq proxy price format for all FINRA reports, including tape, non-tape, clearing, as/of, reversals, except for (Rule 6184(c), 6184.01):
- “Clearing Copy” reports after NAV publication.
- Clearing reports for position transfers (step-outs) after NAV publication.
In these exceptions, use final NAV-based trade price.
Can NextShares trades be submitted to NSCC for clearing via FINRA Facilities?
Yes, only via FINRA/Nasdaq TRF (Rule 6184(d)(1)). Members need alternative clearing if not using FINRA/Nasdaq TRF for NSCC submission.
FINRA/Nasdaq TRF NSCC submissions require two reports:
- Intraday clearing report in proxy price format.
- “Clearing Copy” report after NAV publication with NAV-based price (Rule 6184(d)(2)).
If FINRA/Nasdaq TRF submits to NSCC, what pricing info is sent and when?
FINRA/Nasdaq TRF sends IIV-based contract price in real-time to NSCC for intraday risk management using intraday clearing reports. Final settlement price is NAV-based, from “Clearing Copy” report.
If not using FINRA/Nasdaq TRF for NSCC, must a regulatory report be submitted with final NAV-based price?
No, if not using FINRA/Nasdaq TRF for NSCC, only tape reports in proxy price format (and cancellations/reversals) are needed. Comply with NSCC requirements for direct clearing.
If clearing NextShares directly at NSCC, what info to send and when?
Direct NSCC clearing members must submit IIV-based price intraday and final NAV-based price after close to NSCC, per NSCC rules (Rule 6184.02).
Is final pricing info publicly available for NextShares tape-reported in proxy price?
Yes, for FINRA/Nasdaq TRF reports only. Daily FTP file with final NAV-based price is available from FINRA/Nasdaq TRF (Rule 6184.02).
Are there trading hour limits for NextShares?
Yes, Nasdaq Rule 5745 limits NextShares trading to Nasdaq “Regular Market Session” (9:30 a.m. – 4:00 p.m. ET). Trades outside these hours are rejected by FINRA Facilities (Rule 6184(b)).
Where to find more NextShares trading info?
Refer to Nasdaq rules and guidance, e.g., Nasdaq Rule 5745 and Nasdaq Frequently Asked Questions: NextShares Exchange-Traded Managed Funds.
Section 313: Transactions Priced at Net Asset Value
Order at 2:00 p.m. for NAV price, NAV published 6:00 p.m., executed 6:30 p.m. Execution time and modifier?
Execution time: 6:30 p.m. Special pricing formula (.W) modifier.
Auto-execution at NAV publication 6:00:00 p.m., execution at 6:00:01 p.m. Execution time and modifier?
Execution time: 6:00:01 p.m. Special pricing formula (.W) modifier.
Order Day 1 2:00 p.m. for NAV price, NAV published Day 1 6:00 p.m., executed Day 2 8:00 a.m. Execution time and modifier?
Trade date: Day 2. Execution time: 8:00 a.m. Special pricing formula (.W) modifier.
Order Day 1 2:00 p.m. for NAV price, NAV published Day 1 6:00 p.m., executed Day 1 6:30 p.m., reported Day 2. Execution time and modifier?
“As/of” report, trade date Day 1, execution time 6:30 p.m. Special pricing formula (.W) modifier.
Trade Report Modifiers and Other Indicators
General
Guidance on the four-field modifier format?
Refer to the Trade Reporting Modifier Chart for field population guidance and technical specifications for specific entries. Analyze each field separately for applicable modifiers.
Does the four-field format allow modifier combinations?
Yes, combinations are allowed, including ORF reports. Example: weighted average price (.W) and outside market hours (.T). Use all applicable modifiers.
How to report trades with Regulation NMS exemptions/exceptions?
Refer to NTM 07-23 and Trade Reporting Notice 2/24/09 for modifier usage for Regulation NMS Rule 611 exemptions/exceptions.
Do FINRA Facilities automatically append modifiers?
Yes, certain modifiers, like outside market hours (.T), are auto-appended if Field 3 is blank. Check rules and technical specs for auto-append rules.
How to report trades in Rule 611 exempt non-convertible preferred securities?
Populate Trade-Through Exception/Exemption flag as “yes.” Leave Trade Modifier Field 2 (Reason for SEC Rule 611 Exception/ Exemption) blank.
Modifier priority guidance between fields?
No priority. FINRA Facilities accept modifiers in all applicable fields. No priority needed.
Trade Report Modifiers on Reports Submitted to the ORF
Does the four-field modifier format apply to ORF reports?
Yes, ORF reports use the four-field format. Regulation NMS modifiers don’t apply to ORF reports.
Is prior modifier priority guidance for ORF reports still applicable?
No, after MPP migration, ORF accepts modifiers in Fields 1, 3, and 4. Previous priority guidance is not applicable. Analyze each field individually for applicable modifiers.
Stop Stock Transactions
“Stop Stock” vs. “Stop Order”?
“Stop Stock”: Transaction from an order agreed to execute at a Stop Stock Price or better, and executed at that price or better (Rules 6220, 6320A, 6320B, 6420). Reported with a modifier and may be trade-through exempt.
“Stop Order”: Market or limit order activated upon reaching a certain price. Reported with actual execution time/price, no special modifier.
What modifier for Stop Stock transactions?
Use a special modifier for Stop Stock transactions. Public dissemination uses .W modifier.
Reporting Stop Stock trades executed/reported within 10 seconds of the Stop Stock Price agreement time?
Generally use Stop Stock modifier and report agreement and execution times. If executed and reported within 10 seconds of agreement time, don’t use Stop Stock modifier, report only execution time. Mark trade report for Regulation NMS Order Protection Rule exception/exemption if applicable.
Day 1 11:00:00 a.m. Stop Stock execution, agreed 9:00:00 a.m., reported Day 2. Modifier and execution time?
“As/of” Day 2 report with Stop Stock modifier, trade date Day 1, execution time 11:00:00 a.m., Stop Stock time 9:00:00 a.m. in Trade Modifier 4 Time Field. If Stop Stock price was agreed Day 1, executed Day 2, use special pricing formula (.W) modifier, not Stop Stock modifier.
Stop Stock time in seconds, execution time in milliseconds. Acceptable?
Yes, Stop Stock time can be in seconds, execution time in milliseconds.
Execution at 11:00:10 a.m., Stop Stock Price agreed at 11:00:00 a.m., reported at 11:00:15. Use Stop Stock modifier?
Yes, use Stop Stock modifier. Reported >10 seconds after Stop Stock time, even if executed within 10 seconds.
Aggregated or “Bunched” Reports
What does the prohibition on aggregation cover?
Prohibits aggregating multiple executions into a single tape report (previously .B modifier). Doesn’t apply to matching multiple orders in a single execution or .W transactions.
Can .B modifier be used?
No, .B modifier cannot be used on any FINRA Facility reports.
Weighted Average Price/Special Pricing Formula Transactions
BD1 executes multiple trades, then trades with customer at VWAP + net difference. How to report customer trade?
Report original trades and customer leg with weighted average price (.W) modifier.
Should net trades always use .W modifier?
No, mark-up alone doesn’t qualify for .W. Use .W only if price qualifies as VWAP or other special pricing formula.
BD1 executes multiple trades, then trades with customer at VWAP. How to report customer trade?
Report on riskless principal basis without .W modifier if riskless principal requirements are met. Don’t use .W modifier for riskless principal VWAP trades.
What modifier for Qualified Contingent Transaction, Error Correction, and Print Protection Rule 611 exemptions?
- Qualified Contingent Transaction, Print Protection: .W modifier.
- Error Correction: PRP modifier if same day, .W modifier if T+N.
Does guidance on Rule 611 exemptions apply to ORF trades?
Yes, if a transaction would qualify for Rule 611 exemptions if it were in an NMS stock, use .W or PRP modifier on ORF reports.
Execution at previous day’s 4:00 p.m. closing price. Modifier and execution time?
Special pricing formula (.W) modifier, execution time 9:00:00 a.m. Not “as/of.”
Stop Stock execution at Stop Stock price agreed the previous day. Modifier and execution time?
Special pricing formula (.W) modifier, execution time 9:00:00 a.m. Not “as/of.”
Related Market Center
When is the Related Market Center indicator required?
Required on non-tape reports for riskless principal or agency offsets when the tape report is to a different FINRA Facility or exchange. Identifies the tape report’s market/facility.
Guidance on populating Related Market Center field?
Refer to Regulatory Notice 09-54, Trade Reporting Notice 2/8/2010, and Related Market Center Chart.
Non-tape report associated with 3 tape reports, venue unknown. RMC indicator?
Use “unknown venue.” Don’t use “multiple venues” if it’s unknown if tape reports are from different venues.
Non-tape report associated with NYSE and FINRA/NASDAQ TRF tape reports, one unknown. RMC indicator?
Use “multiple venues” as multiple venues are confirmed even if one is unknown.
Non-tape report associated with one NYSE tape report, two unknown. RMC indicator?
Use “unknown venue.” Don’t use “multiple venues” if it’s unknown if tape reports are from different venues.
Non-tape report to FINRA/NASDAQ TRF Chicago, tape report to FINRA/NASDAQ TRF Carteret. RMC indicator needed?
Yes, identify FINRA/NASDAQ TRF Carteret as RMC in the Chicago non-tape report.
Price Override Indicator
What is the price override indicator?
Used after trade rejection for out-of-parameter price. Resubmit trade with override to confirm price accuracy. Second validation has wider parameters.
Can price override be automatically appended?
No, auto-appending circumvents price validation protocol. Price rejection requires manual price confirmation. Automatic appending is prohibited. FINRA considers rejection/re-entry delays in late reporting enforcement.
Short Sale and Short Sale Exempt Indicators
BD1 reports, BD2 sells short/short exempt. BD1 responsible for short sale indicator?
Yes, BD1 must indicate BD2’s short sale status unless BD2 uses comparison functionality.
BD1 trades with customer/non-member, they sell short/short exempt. BD1 responsible for indicator?
Yes, BD1 must indicate customer/non-member short sale status.
Short sale indicator on cross reports?
Yes, cross reports must include short sale indicators if applicable. Non-tape reports identifying short sellers must also include indicators.
BD1 matches customer buy and customer sell short orders. How to report?
Report as agency cross with short sale indicator.
BD1 matches BD2 buy and BD3 sell short orders. How to report?
Report options:
- Tape: Cross-Short; Non-tape 1: BD1 buys BD3-Short; Non-tape 2: BD1 sells BD2.
- Tape: BD1 buys BD3-Short; Non-tape: BD1 sells BD2.
- Tape: BD1 sells BD2-Short; Non-tape: BD1 buys BD3-Short.
If short sale indicator is missed on tape report (Alternative #2 above), can a non-tape report correct it?
No, correct tape report by correction or cancellation/replacement. Non-tape report correction is not sufficient.
If short sale indicator is missed on non-tape report (Alternative #3 above), can a second non-tape report correct it?
No, correct non-tape report by correction or cancellation/replacement. Tape report correction is not needed.
BD1 matches BD2 buy and customer sell short orders. How to report?
Report options:
- Tape: Cross-Short; Non-tape: BD1 sells BD2.
- Tape: BD1 sells BD2-Short; Non-tape: Not required.
- Tape: BD1 buys customer-Short; Non-tape: BD1 sells BD2.
BD1 matches customer buy and BD2 sell short orders. How to report?
Report options:
- Tape: Cross-Short; Non-tape: BD1 buys BD2-Short.
- Tape: BD1 buys BD2-Short; Non-tape: Not required.
- Tape: BD1 sells customer-Short; Non-tape: BD1 buys BD2-Short.
BD1 riskless principal, customer long, BD1 proprietary account short. Short sale indicator needed?
Yes, BD1 must use short sale indicator on street sale report as BD1’s proprietary account is short, even if the customer is long.
BD1 long 500 XYZ shares, sells 600 XYZ OTC. Mark entire sell short?
Yes, mark the entire 600 share sale as short. Don’t report as “long.” If selling in two trades, report the 100 share trade as short.
BD1 long 500 XYZ shares, routes on-close sell long order, then OTC short sell 200 XYZ to BD2. Report OTC sale long or short?
Report OTC sale to BD2 as short, consistent with order marking guidance, even if BD1 is long overall, because the on-close order is not executed yet.
BD1 long 500 XYZ shares, routes on-close sell long order, then sells 200 XYZ to customer from proprietary account. Report customer sale long or short?
Report customer sale as short. Trade report marking should align with order marking guidance even without an order for proprietary sales.
BD1 matches customer buy, customer sell short, customer sell short exempt in one execution. Cross report short or short exempt?
Report a single cross with short sale indicator. If separate executions, report separate crosses with short sale and short sale exempt indicators respectively.
Prior Reference Price Transactions
Market-on-open order, guaranteed opening price, execution at 9:35:00 a.m. Modifier and execution time?
PRP modifier, execution time 9:35:00 a.m., reference time 9:30:00 a.m.
Market-on-open order, guaranteed opening price, execution at 9:30:05 a.m. PRP modifier needed?
No PRP modifier needed if executed and reported within 10 seconds of reference time (9:30:00 a.m.).
Day 1 market-on-open, execution 9:35:00 a.m., reported Day 2. Modifier and execution time?
“As/of” Day 2 report with PRP modifier, trade date Day 1, execution time 9:35:00 a.m., reference time 9:30:00 a.m. If executed Day 2 based on Day 1 opening price, use special pricing formula (.W) modifier, not PRP.
Execution at 9:00 p.m. at 4:00 p.m. closing price, reported “as/of” Day 2. Modifier and execution time?
“As/of” Day 2 report with PRP modifier, trade date Day 1, execution time 9:00 p.m., reference time 4:00 p.m.
When to use PRP vs. .W modifier for prior reference price trades?
- PRP: Reference price on the same execution day (updates high/low, not last sale).
- .W: Reference price from a previous day (no high/low/last sale updates).
Reporting prior reference price trades executed/reported within 10 seconds of reference time?
Generally, use PRP modifier and report reference/execution times. If executed and reported within 10 seconds, don’t use PRP, report only execution time. Mark trade report for Regulation NMS Order Protection Rule exception/exemption if applicable.
Market-on-open order, guaranteed opening price, execution 9:30:10 a.m., reported 9:30:15. PRP modifier needed?
Yes, use PRP modifier. Reported >10 seconds after reference time (9:30:00 a.m.), even if executed within 10 seconds.
Transactions Not Reported to FINRA
General
Which transactions are not reported to FINRA?
- Exchange-reported trades.
- Primary/registered secondary distributions (excluding shelf distributions), unregistered secondary distributions (Regulation M definition).
- Section 4(2) Securities Act of 1933 transactions.
- Securities acquisitions anticipating immediate exchange distribution/offering.
- Off-exchange tender offer purchases.
Additional FINRA exceptions:
- APA asset transfers under court jurisdiction and non-market-based price.
- Equity security transfers solely for ADR/ETF creation/redemption.
- Foreign security trades on foreign exchanges or OTC and reported to foreign regulators (Rule 6622(g)).
Firms must have policies to determine exception eligibility.
Transactions That Are Part of a Distribution
What is the distribution exception?
Exemption for primary, registered secondary (non-shelf), and unregistered secondary distributions (Regulation M definition).
“Distribution” definition?
Regulation M Rule 100 definition: “offering of securities… distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.”
Notice for unregistered secondary distribution exception?
Firms using unregistered secondary distribution exception must notify FINRA and provide trade details: security, date, time, shares, price, member parties (Rules 6282.01, 6380A.01, 6380B.01, 6622.02). Refer to Regulatory Notices 11-40 and 12-19 for notice timing.
Are secondary shelf distribution trades reportable?
Yes, secondary shelf distribution trades are reportable. Primary shelf distribution trades are not.
Transfers of Equity Securities to Create or Redeem Instruments such as ADRs and ETFs
Are equity security transfers for ADR/ETF creation/redemption reportable?
No, transfers solely for creating/redeeming ADRs/ETFs are not reportable (Rules 6282(f)(1), 6380A(e)(1), 6380B(e)(1), 6622(e)(1)).
BD1 authorized participant transfers securities for ETF creation units. Reportable?
No, neither security transfer to ETF nor creation unit transfer to BD1 is reportable.
BD1 flips ETF creation units to customer after creation. Reportable?
No, ETF creation unit flips are not reportable.
BD1 buys underlying securities OTC for ETF creation. Reportable?
Yes, OTC purchases of underlying securities are reportable.
BD1 sells ETF shares in the secondary market after creation. Reportable?
Yes, OTC secondary market ETF share sales are reportable.
ADR creation/redemption instead of ETF. Same answers?
Yes, ADR and ETF creation/redemption guidance is the same.
BD1 customer transfers shares for ETF shares, BD1 transfers existing ETF shares from inventory. Reportable?
Yes, both customer-BD1 share sale and BD1-customer ETF share sale are separately reportable.
Reporting Transactions for Regulatory Purposes
General
Transactions not for publication but for regulatory reporting?
Yes, “away from the market sales,” OTC option exercises, and proprietary position transfers in corporate control transactions are not for publication but are for regulatory fee assessment. Non-tape reports with modifier required (Rules 6282(f)(2), 6380A(e)(2), 6380B(e)(2), 6622(e)(2)). Non-tape reports with modifiers are submitted for regulatory purposes (Rules 7130(f), 7230A(g), 7230B(f), 7330(g)).
Non-business day/T+365 trades are also for regulatory fees, not dissemination/clearing. Rule 144A Restricted Equity Securities are for regulatory purposes, not fees or dissemination.
Away from the Market Sales
What is an “away from the market” sale?
Transactions without current market pricing or trading considerations. Very narrowly defined. Gifts/inheritances with nominal consideration are examples.
Block stock sale at a discount, “away from the market sale”?
No, discount sales are not “away from the market sales.” Subject to Regulation NMS Order Protection Rule.
Structured transaction price not based on current market. “Away from the market sale”?
No, if based on investment/commercial/trading considerations, it’s not “away from the market sale.”
How to report “away from the market sales”?
Non-tape report with .RA modifier for regulatory transaction fee assessment. Report by FINRA Facility close on trade date, clearing or non-clearing.
Transactions Effected Upon the Exercise of Options
Option exercise purchase/sale reportable?
Generally no, purchases/sales from option exercises are not reported.
When are option exercise transactions reported?
Non-tape reports are needed for regulatory fees for OTC option exercises settled by physical delivery and not exchange-listed (unlisted/conventional options). Cash-settled or exchange-listed options are exempt.
How to report OTC option exercise transactions?
Non-tape report with .RX modifier for regulatory transaction fee assessment. Report by FINRA Facility close on trade date, clearing or non-clearing.
Transfers of Proprietary Securities Positions in Connection With Certain Corporate Control Transactions
Which transfers are excepted?
Proprietary position transfers in mergers or acquisitions, not for trading/investment strategies. Not for publication, but for regulatory fees (Rules 6282(f)(2), 7130(c); 6380A(e)(2), 7230A(g); 6380B(e)(2), 7230B(f); 6622(e)(2), 7330(g)).
Refer to Regulatory Notice 09-21 for reporting requirements, including advance notice to FINRA.
BD1 acquires BD2, proprietary positions transferred. Publication reporting needed?
No, not for publication, but yes for regulatory purposes.
BD1 and BD2 same parent, BD1 sells shares to BD2 for investment strategy. Publication reporting needed?
Yes, sales between affiliates for investment strategies are publication-reportable.
BD1 parent acquires non-broker-dealer, positions transferred to BD1. Publication reporting needed?
No, not for publication, but yes for regulatory purposes.
BD1 parent acquires Sub 1 and Sub 2 non-broker-dealers, Sub 1 positions transferred to Sub 2, BD1 facilitates. Publication reporting needed?
No, not for publication, but yes for regulatory purposes.
Modifier for proprietary position transfers?
No .RA modifier. Use a special processing flag authorized by FINRA Market Operations. This supersedes Regulatory Notice 09-21 guidance on .RA modifier.
Foreign Securities Transactions
Reporting Transactions in Foreign Securities
Are foreign security trades reported to FINRA?
Rule 6622 requires OTC Equity Security (including foreign equity securities) reporting, unless:
- Executed and reported on foreign exchange.
- OTC executed and reported to foreign regulator (Rule 6622(g)).
“Foreign equity security”: OTC Equity Security issued by a foreign entity.
What if a foreign security lacks a U.S. symbol but is reportable?
Request a symbol from FINRA (FAQ 105.1).
Report foreign security trades in foreign currency?
No, all reports in U.S. dollars. Use reasonable and consistent currency conversion practices.
BD1 buys foreign security in foreign market, reported there, riskless principal sale to customer at converted price. Reportable?
Foreign market reported leg is not FINRA-reportable. Non-tape report for offsetting customer leg is optional, not required.
BD1 buys foreign security, foreign market reports, BD1 sells to customer OTC at different price. Reportable?
Yes, both legs are considered separate net trades and the customer sale at a different price must be reported to ORF.
BD1 executes foreign security trade for BD2 on foreign exchange, reports there, charges BD2 currency conversion fee. Can fee be added to ORF report price?
No, ORF cannot be used for currency conversion fee transfers or back-office functions.
BD1 reports foreign security trade to foreign regulator. Must BD2 report to ORF?
No, if BD1 reports to foreign regulator, neither BD1 nor BD2 needs to report to ORF.
Are foreign security trades subject to real-time reporting?
Yes, same as other OTC Equity Securities, real-time dissemination applies (Regulatory Notice 08-51).
BD1 customer buys foreign security, routed to non-member affiliate, executed on foreign exchange, reported there, affiliate sells to BD1 at different price. BD1-affiliate trade reportable?
Yes, BD1-affiliate trade must be reported to ORF as prices differ, even with currency conversion. Customer leg is not reportable if BD1 gives the same price as affiliate purchase.
Foreign securities settlement cycle longer than T+1, settlement terms unknown at execution. How to report?
If settlement terms known at execution, use appropriate settlement modifier (e.g., “Regular Way” for T+1 DTCC, “Seller’s Option” for T+2 foreign market). If settlement terms unknown, use “Regular Way.”
Dually Listed Securities
How to report dually listed security trades (foreign and U.S. exchange)?
Reporting depends on execution location. Dually listed securities are not “OTC Equity Securities” for Rule 6620 Series. Never report dually listed securities to ORF. OTC trades in dually listed securities must be TRF or ADF reported. Foreign exchange-executed and reported trades are not FINRA-reportable.
ADR “Swap” Transactions
How to report ADR “swap” transactions (cross-book)?
OTC “cross-book” or ADR swap transactions are reportable. Report both ADR and ordinary share legs separately as they are separate securities and transactions. Conversions of ordinary shares to ADRs or vice versa are not OTC transactions and are not reportable.
