Regulation M Filings and Restricted-Period Notifications

What this video covers

• The two parallel Reg M restrictions: distribution participants (Blake the banker) versus issuers and selling shareholders (Ingrid the issuer), and why the latter face stricter treatment
• Why the actively traded exception applies to distribution participants but never to the issuer or selling shareholders on the security being distributed
• The dual-threshold actively traded test: $1 million average daily trading volume (ADTV) and $150 million public float, and why missing either threshold kills the exception
• The Tier 1 thresholds ($100,000 ADTV and $25 million public float) versus Tier 2 fallback, and how missing even one lower threshold triggers the full 5-business-day restricted period
• Why securities issued by the distribution participant or its affiliates never qualify for the actively traded exception regardless of liquidity
• How merger and acquisition restricted periods run on a completely different clock starting at proxy solicitation material dissemination
• The exact FINRA notification sequence: restricted period determination notice before the period begins, then pricing notice by close of next business day after pricing, plus immediate cancellation notices and the unique over-the-counter equity two-step for penalty bids and syndicate covering transactions