Subject: File No. SR-FINRA-2011-057
From: Douglas Martin

February 1, 2012

If a broker-dealer does not sign a selling agreement until more than 15 days after the first sale, it cannot meet the Rule's requirement that notice be filed no later than 15 days after the first sale. It should be made clearer that failure to file under these circumstances is not a violation of the Rule.

Douglas Martin