Richard E. Pullano Direct: 240-386-4821

Vice President and 

 Associate General Counsel 

September 22, 2023 

Mr. Devin Ryan 

Assistant Director, Office of Chief Counsel 

Division of Trading and Markets 

U.S. Securities and Exchange Commission 

100 F Street, NE 

Washington, DC 20549 

Mr. Moshe Rothman 

Assistant Director, Office of Clearance and Settlement 

Division of Trading and Markets 

U.S. Securities and Exchange Commission 

100 F Street, NE 

Washington, DC 20549 

RE: FINRA Fingerprint Plan 

Dear Messrs. Ryan and Rothman: 

Attached please find FINRA’s new fingerprint plan (“Plan”). The Plan supersedes and 

replaces FINRA’s current fingerprint plan, which was declared effective by the Securities 

and Exchange Commission (“Commission”) on November 2, 2021 (the “2021 Fingerprint 

Plan”).1

 

Executive Summary 

The Plan is necessary because FINRA must retire its fingerprint processing platform, 

which it has been using for over 20 years to directly channel fingerprints of transfer agent 

and clearing agency personnel to the Federal Bureau of Investigation (“FBI”) due to the 

termination of support of essential software used by the platform. As discussed in more 

detail below, under the Plan transfer agents and clearing agencies will have the option to 

use an FBI-approved private channeler (“FBI-Approved Channel Partner”) with which 

FINRA has contracted to enable them to satisfy their fingerprinting requirements under 

1

 Securities Exchange Act Release No. 93511 (November 2, 2021), 86 FR 61801 

(November 8, 2021) (Declaration of Effectiveness of the Fingerprint Plan of the 

Financial Industry Regulatory Authority, Inc.) (“Declaration of Effectiveness of 

FINRA Fingerprint Plan”). 
Devin Ryan 

Moshe Rothman 

September 22, 2023 

Page 2 

Section 17(f)(2) of the Securities Exchange Act of 1934 (“Exchange Act”).2 FINRA is 

requesting that the Plan be declared effective no later than September 29, 2023. FINRA 

will cease channeling fingerprints of transfer agent and clearing agency personnel upon the 

Commission declaring the Plan effective or on September 29, 2023, whichever is earlier. 

The Plan will continue, without any changes, the processes established under the 2021 

Fingerprint Plan for broker-dealer personnel, as well as FINRA’s officers, directors, 

employees and contractors, and will extend such processes to personnel of transfer agents 

and clearing agencies with respect to the use of the FBI-Approved Channel Partner.3

 

Background 

The fingerprinting requirements for securities industry personnel are set forth in Section 

17(f)(2) of the Exchange Act, which provides, in pertinent part, that every member of a 

national securities exchange, broker, dealer, registered transfer agent, registered clearing 

agency, and national securities association shall require each of its partners, directors, 

officers, and employees to be fingerprinted and submit those fingerprints to the Attorney 

General (“Attorney General”) of the United States for identification and appropriate 

processing.4

 In addition, Section 17(f)(2) explicitly directs the Attorney General to provide 

self-regulatory organizations designated by the Commission (e.g., FINRA) with access to 

all criminal history record information. 

Before the 2021 Fingerprint Plan was declared effective by the Commission, FINRA 

facilitated securities industry participants’ compliance with the fingerprinting requirement 

2

 The FBI-Approved Channel Partner is authorized to submit fingerprints to the FBI 

and receive the results on behalf of an organization, like FINRA, that uses the 

information for authorized non-criminal justice purposes (e.g., employment 

suitability, licensing determinations, etc.). 

3

 FINRA’s 2021 transition to the FBI-Approved Channel Partner provides brokerdealers an efficient option to comply with the fingerprinting requirements in 

Section 17(f)(2) and enables FINRA to fulfill its critical regulatory responsibilities 

for those entities. The 2021 transition similarly enables FINRA to efficiently 

fingerprint its officers, directors, employees and contractors consistent with New 

York General Business Law Section 359-e and Exchange Act Section 17(f)(2) and 

thereby safeguard against potential threats to FINRA personnel, facilities and 

records. As a result of the 2021 transition, the number of fingerprints processed 

through FINRA’s fingerprint platform decreased by 97 percent. See infra note 7. 

4

 Section 17(f)(2) also requires partners, directors, officers, and employees of any 

registered securities information processor and national securities exchange to be 

fingerprinted. 
Devin Ryan 

Moshe Rothman 

September 22, 2023 

Page 3 

in Section 17(f)(2) by directly channeling to the FBI5 fingerprints submitted by those 

participants consistent with a fingerprint plan filed with and declared effective by the 

Commission.6

 FINRA directly channeled these fingerprints using a proprietary platform 

that used vendor-provided software and specialized communications equipment. Although 

FINRA continues to process fingerprints submitted by registered transfer agents and 

registered clearing agencies, it soon will no longer have the ability to directly channel 

fingerprints to the FBI as its fingerprint processing platform must be retired.7 Specifically, 

in addition to the vendor discontinuing the software used for the platform and ceasing to 

support the software, FINRA learned in late 2022 that other software (an unrelated server 

product) that is integral to the platform’s operation will no longer be supported after 

October 10, 2023. 

FINRA did not transition the processing of fingerprints of transfer agent and clearing 

agency personnel in 2021 to the FBI-Approved Channel Partner principally because 

FINRA was seeking to exit its role as a direct channeler of fingerprints for those entities.8 

5

 The Attorney General has designated the FBI to identify and process such 

fingerprints. 

6

 Exchange Act Rule 17f-2(c) provides that securities industry participants required 

to fingerprint personnel under Exchange Act Section 17(f)(2) may satisfy that 

fingerprinting requirement by submitting fingerprints to a registered national 

securities exchange or to FINRA (a registered national securities association) 

pursuant to such a plan. 

7

 In part because of the age of its platform and the accompanying risk of the 

platform’s failure, FINRA in 2021 transitioned to an FBI-Approved Channel 

Partner to facilitate the processing of fingerprints of broker-dealer personnel (both 

FINRA members and other broker-dealers), as well as FINRA personnel. This 

transition resulted in a 97 percent decrease in the number of fingerprints processed 

through FINRA’s fingerprint platform. See supra note 3. 

8

 As FINRA noted in its October 28, 2021 letter transmitting the 2021 Fingerprint 

Plan, FINRA historically has channeled fingerprints for personnel of transfer agents 

and clearing agencies notwithstanding that it has no regulatory responsibility for 

those entities (i.e., FINRA does not register or regulate those entities or their 

personnel). In that role, FINRA channels fingerprints of such personnel through its 

platform to the FBI for processing and transmits the results to the submitting 

transfer agent or clearing agency. See Letter from Richard E. Pullano, Vice 

President and Associate General Counsel, FINRA, to Devin Ryan, Assistant 

Director, Office of Chief Counsel, Division of Trading and Markets, Commission, 

dated October 28, 2021, https://www.finra.org/sites/default/files/2021-

11/fingerprint-plan.pdf. 
Devin Ryan 

Moshe Rothman 

September 22, 2023 

Page 4 

To that end, FINRA was engaged in discussions with FBI and Commission staff regarding 

identifying an alternative approach whereby those entities would be able to fulfill their 

Exchange Act requirement to fingerprint their personnel without FINRA’s involvement.9

 

Identifying an alternative approach was critical given the age and fragility of FINRA’s 

fingerprint processing platform. FINRA determined to continue to channel fingerprints for 

those entities through FINRA’s platform while seeking to identify an alternative approach. 

It was while working to identify such an alternative approach that FINRA learned that the 

retirement of its fingerprint processing platform is required no later than October 10, 2023. 

As a result, FINRA will no longer be able to channel fingerprints of transfer agent and 

clearing agency personnel after that date. Given that development and the exigent need to 

continue to provide an option for transfer agents and clearing agencies that are currently 

using FINRA to meet the Exchange Act fingerprinting requirement, FINRA shifted its 

efforts (and corresponding discussions with Commission and FBI staff) to finding an 

immediate solution for those entities. The efforts culminated in FINRA arranging for its 

FBI-Approved Channel Partner to serve, on an interim basis, as a fingerprinting option for 

transfer agents and clearing agencies that elect to use it while FINRA continues to work 

with Commission and FBI staff to find a permanent solution that does not involve 

FINRA.10

Request for Declaration of Effectiveness 

Accordingly, under the Plan, the FBI-Approved Channel Partner will be the central point of 

intake for fingerprints from those transfer agents and clearing agencies that elect to use it 

for their personnel who are required to be fingerprinted under Section 17(f)(2). The FBIApproved Channel Partner will offer state-of-the-art collection services for those 

fingerprints at locations nationwide.11 After either collecting fingerprints directly or 

9

 See Declaration of Effectiveness of FINRA Fingerprint Plan, supra note 1, at n.7. 

10 No additional action is needed by the FBI to implement this interim measure 

because its 2021 approval of FINRA’s outsourcing of its fingerprint channeling 

responsibilities extends to all entities identified in Exchange Act Section 17(f)(2), 

including transfer agents and clearing agencies. See letter from Chasity S. 

Anderson, FBI Compact Officer, National Crime Prevention and Privacy Compact 

Council Office, FBI, to Derek W. Linden, Executive Vice President, FINRA, dated 

September 28, 2021, https://www.finra.org/sites/default/files/2021-11/fingerprintprocess-sterling.pdf. 

11 Fingerprints will be collected electronically at those locations in the domestic 

United States. Fingerprints collected outside of the domestic United States must be 

captured and transmitted for processing consistent with protocols established by the 

FBI. 
Devin Ryan 

Moshe Rothman 

September 22, 2023 

Page 5 

receiving them from transfer agents or clearing agencies (or their authorized agents), the 

FBI-Approved Channel Partner will transmit the fingerprints to the FBI for processing, 

track their status, and securely make both the statuses and results available to FINRA, 

which, in turn, will securely make the fingerprint statuses and results available to the 

transfer agent or clearing agency.12 

By making the services of FINRA’s FBI-Approved Channel Partner available to transfer 

agents and clearing agencies as an interim measure while FINRA works with all 

appropriate parties including Commission and FBI staff to find a permanent solution that 

does not involve FINRA, the Plan will provide those entities the ability to continue satisfy 

their Exchange Act requirement to fingerprint their personnel following the retirement of 

FINRA’s fingerprint processing platform. As noted by the Commission, these statutorily 

mandated fingerprint-based background checks help protect investors and serve the public 

interest.13 As previously noted, the Plan will continue, without any changes, the processes 

established under the 2021 Fingerprint Plan for broker-dealer personnel, as well as 

FINRA’s officers, directors, employees and contractors, and will extend such processes to 

personnel of transfer agents and clearing agencies with respect to the use of the FBIApproved Channel Partner. Accordingly, FINRA respectfully requests that the 

Commission declare the Plan effective consistent with its authority in Rule 17f-2(c) under 

the Exchange Act. 

Yours truly, 

/s/ Richard E. Pullano 

Richard E. Pullano 

Vice President and Associate General Counsel 

Enclosure 

12 FINRA intends to make the statuses and results available electronically through a 

secure method that meets FBI requirements; however, FINRA may deliver the 

fingerprint results in hard copy in the unlikely event secure electronic delivery is 

unavailable. 

13 See Declaration of Effectiveness of FINRA Fingerprint Plan, supra note 1, at 

61803. 
Exhibit A 

Financial Industry Regulatory Authority; Fingerprint Plan 

The Financial Industry Regulatory Authority, Inc. (“FINRA”) submits this fingerprint 

plan (“Plan”) pursuant to Rule 17f-2(c) under the Securities Exchange Act of 1934 (“Exchange 

Act”). This Plan supersedes and replaces FINRA’s current fingerprint plan, which was declared 

effective by the Securities and Exchange Commission (“Commission”) on November 2, 2021 

(the “2021 Fingerprint Plan”).1

The purpose of this Plan is to facilitate compliance with Section 17(f)(2) of the Exchange 

Act by providing a program for FINRA members,2 other broker-dealers, transfer agents, clearing 

agencies, and FINRA to have the fingerprints of their partners, directors, officers, and employees 

processed by the Attorney General of the United States or its designee (hereinafter “Attorney 

General”). 

1. Members and other Broker-Dealers 

FINRA partners with an FBI-approved private channeler (“FBI-Approved Channel 

Partner”)3

 to process fingerprints and identifying information from personnel of members and 

1

 Securities Exchange Act Release No. 93511 (November 2, 2021), 86 FR 61801 

(November 8, 2021) (Declaration of Effectiveness of the Fingerprint Plan of the Financial 

Industry Regulatory Authority, Inc.). Pursuant to the 2021 Fingerprint Plan, FINRA 

channels fingerprints for transfer agents and clearing agencies. FINRA will continue to 

channel fingerprints for these personnel consistent with the 2021 Fingerprint Plan until 

the Plan is declared effective or September 29, 2023, whichever is earlier. The Plan will 

continue without changes the processes established under the 2021 Fingerprint Plan for 

broker-dealer personnel, as well as FINRA’s officers, directors, employees and 

contractors. 

2

 For purposes of the Plan, the term “members” includes Capital Acquisition Brokers, 

Funding Portals and applicants for FINRA membership. 

3

 The FBI-Approved Channel Partner is one of a limited number of entities approved by 

the FBI to submit fingerprints to the FBI and receive the results on behalf of an 

organization using that information for authorized non-criminal justice purposes (e.g., 

employment suitability, licensing determinations, etc.). The FBI reviews and approves 

all outsourced channeling relationships consistent with its outsourcing standards and 

protocols. As outlined in the September 28, 2021 letter from the FBI’s National Crime 

Prevention and Privacy Compact Council Office (“CCO Letter”), the FBI has reviewed 

and conditionally granted permission to FINRA to use a specified FBI-Approved 

Channel Partner contingent upon FINRA filing a fingerprint plan with the Commission 

and the Commission declaring that fingerprint plan effective. See CCO Letter, available 

at https://www.finra.org/registration-exams-ce/classic-crd/fingerprints. The terms of the 

CCO Letter are incorporated by reference in the Plan. 
2 

other broker-dealers required to be fingerprinted pursuant to Exchange Act Section 17(f)(2) and 

Rule 17f-2 thereunder. The FBI-Approved Channel Partner fingerprints such personnel or 

accepts fingerprints of such personnel (either in electronic or hard copy format) and submits such 

fingerprints to the Attorney General for processing consistent with protocols and requirements 

established by the Attorney General.4

 FINRA receives results from the FBI-Approved Channel Partner after the fingerprints 

have been processed by the Attorney General and makes those results available to authorized 

recipients (i.e., to a member or other broker-dealer that submitted the fingerprints and to 

regulators, as appropriate, for licensing, registration and other regulatory purposes), consistent 

with protocols and requirements established by the Attorney General. With respect to members 

and other broker-dealers, FINRA also reviews any Criminal History Record Information returned 

by the Attorney General to identify persons who may be subject to statutory disqualification 

under the Exchange Act and to take action, as appropriate, with respect to such persons. 

FINRA maintains copies of fingerprint processing results received from the Attorney 

General with respect to fingerprints submitted by the FBI-Approved Channel Partner pursuant to 

this Plan in accordance with FINRA's records policy.5

 Any maintenance of fingerprint records 

by FINRA shall be for FINRA's own administrative purposes; FINRA is not undertaking to 

maintain fingerprint records on behalf of FINRA members pursuant to Exchange Act Rule 17f2(d)(2). FINRA records in FINRA systems the status of fingerprints of personnel of members 

and other broker-dealers submitted to the Attorney General.6

 Through these systems, FINRA 

makes available to a member or other broker-dealer that has submitted fingerprints the status and 

results of such fingerprints after submission to the Attorney General. 

2. Transfer Agents and Clearing Agencies 

FINRA is partnering with an FBI-Approved Channel Partner to provide transfer agents 

and clearing agencies the option to process fingerprints and identifying information for their 

personnel who are required to be fingerprinted pursuant to Exchange Act Section 17(f)(2) and 

Rule 17f-2 thereunder. The FBI-Approved Channel Partner fingerprints such personnel or 

accepts fingerprints of such personnel (either in electronic or hard copy format)7 from a transfer 

agent or clearing agency that elects to use it and submits such fingerprints to the Attorney 

General for processing consistent with protocols and requirements established by the Attorney 

General. After receiving the processed results, FINRA makes them available to the submitting 

4

 On its website, FINRA informs its members and other broker-dealers of the availability 

of fingerprint services and any fees charged by FINRA in connection with those services 

and the processing of fingerprints pursuant to this Plan. See 

https://www.finra.org/registration-exams-ce/classic-crd/fingerprints. 

5

 FINRA’s records policy is to maintain all records for at least five years. 

6

 These systems include the Central Registration Depository (CRD) and the Funding 

Portal Registration Depository (FPRD). 

7

 See supra note 4. 
3 

transfer agent or clearing agency (i.e., an authorized recipient of the results) consistent with 

protocols and requirements established by the Attorney General. 

3. FINRA Personnel 

FINRA partners with the FBI-Approved Channel Partner to obtain fingerprints and 

identifying information from FINRA personnel who are required to be fingerprinted under 

Exchange Act Section 17(f)(2) and consistent with its Policy to Conduct Fingerprint-Based 

Background Checks (“Fingerprint Policy”).8

 The FBI-Approved Channel Partner transmits 

fingerprints to the Attorney General for identification and processing consistent with protocols 

and requirements established by the Attorney General and securely makes the results available to 

FINRA after the fingerprints have been processed. FINRA evaluates the fingerprint results and 

takes any appropriate action in accordance with the terms of the Fingerprint Policy. 

8

 Securities Exchange Act Release No. 50157 (August 5, 2004), 69 FR 49924 (August 12, 

2004) (Notice of Filing and Immediate Effectiveness of File No. SR-NASD-2004-095).