Monday, December 9, 2013

Equity Trader Alert #2013 - 112
Final Deadlines for Submission of Attestation and Release Forms for Facebook IPO Claims

What is happening?

NASDAQ has filed with the Securities and Exchange Commission (SEC) a report on the completion of its process for evaluating claims filed under NASDAQ Rule 4626(b)(3) with respect to the initial public offering (IPO) of Facebook, Inc. on May 18, 2012 (the "Report Filing"). The Report Filing is immediately effective.

Members that submitted claims have previously received an analysis that details the value of each member's claim (referred to herein and in Rule 4626(b)(3) as the "Member’s Share"). Under Rule 4626(b)(3), members with valid claims must submit the documentation described below within certain designated timeframes following the effective date of the Report Filing. Failure to submit the required documents within the required timeframes will void eligibility to receive accommodation.

What documents are members with valid claims required to submit to receive accommodation?

NASDAQ Rule 4626(b)(3) provides that, in order for a member to receive accommodation thereunder, the member must submit to NASDAQ:

• An Attestation detailing (i) the amount of compensation, accommodation, or other economic benefit provided or to be provided by the member to its customers (other than customers that were brokers or dealers trading for their own account) in respect of trading in Facebook on May 18, 2012 ("Customer Compensation") and (ii) the extent to which the losses reflected in the Member's Share were incurred by the member trading for its own account or for the account of a customer that was a broker or dealer trading for its own account (“Covered Proprietary Losses”). In the case of member firms that provided sponsored access, the sponsored firm is considered to be a customer for purposes of Attestation. The deadline for submission of the Attestation is December 16, 2013.
• A Release by the member of all claims by it or its affiliates against NASDAQ or its affiliates for losses that arise out of, are associated with, or relate in any way to the Facebook IPO Cross or to any actions or omissions related in any way to that Cross, including but not limited to the execution or confirmation of orders in Facebook, Inc. on May 18, 2012. The deadline for submission of the Release is December 23, 2013.

Claimants with valid claims have received copies of the required Attestation and Release, along with the analysis of their claims.

Where must I send the required Attestation and Release documentation?

NASDAQ has established a dedicated email address for sending the executed Attestation and Release: IPOaccommodations@nasdaqomx.com.

The Release also contains a page to provide wire instructions. Following receipt of the Attestation and Release, payment of valid claims will be made in accordance with these wire instructions sixty (60) days following the effective date of the SEC filing (i.e., around February 7, 2014). The delay is necessary because the SEC may suspend a rule change at any time within 60 days of its filing. By its terms, the Release will also be effective at that time.

Who should I contact if I have questions?

All questions should be directed to Christopher Cull, NASDAQ OMX Office of the General Counsel, at +1 301 978 8492.