Comparison of Rule 506(d) “Bad Actor” Provisions to FINRA Forms U4 and U5

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Rule 506(d) uses significantly different language from FINRA Forms U4 and U5. Below is a correlation of Rule 506(d) disqualifying events to comparable FINRA Forms U4 and U5 disclosure obligations. FINRA Form U5 disclosure obligations are a subset of those for FINRA U4 and, except as noted in the chart below, are not specifically identified below. The following provision of Rule 506(d) does not appear to have a correlative provision in the FINRA Forms:

Rule 506(d)(1)(viii)- if the issuer or another covered person is subject to a U.S. Postal Service false representation order entered within the preceding five years, or to a temporary restraining order or preliminary injunction with respect to conduct alleged to have violated the false representation statute that applies to U.S. mail.

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