What the primary record establishes

FINRA Rule 5130 restricts purchases of covered new equity issues by accounts in which certain persons have beneficial interests. One exception applies when the aggregate beneficial interests of restricted persons do not exceed 10%. FINRA Rule 5130 ↗

What the distinction changes

If two restricted participants have economic interests of 6% and 5%, their combined 11% falls outside that exception. At 6% and 4% the aggregate meets that threshold, subject to the other applicable conditions.

What to check before drawing a conclusion

The firm must obtain the required representation in good faith within 12 months before the sale and cannot rely on one it has reason to believe inaccurate. Record the evidence and the applicable exception against the allocation date, particularly after a change in the account’s ownership.