EMMA Dataport Manual for Continuing Disclosure Submissions Version 1.7

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EMMA Dataport Manual for Continuing
Disclosure Submissions
Version 1.7
May 2011
Revision History
1.0
1.1
Version
Date
June 2009
August 2009
1.2
January 2010
1.3
February 2010
1.4
May 2010
1.5
June 2010
1.6
August 2010
1.7
May 2011
Major Changes
Initial version.
Added new Dataport features in Section 4.1.2:
Bulk Upload, CUSIP-6 Search, Associated
Securities, and Non-CUSIP-9 Based;
Updated screen shots for registration and
confirmation process in Section 2.1;
Added instructions for restarting the
confirmation process in Section 2.3
Change effective January 18, 2010: Added free
text field in Section 4.1.1 Selecting the
Document Type
Change effective January 1, 2010: Uploaded
PDFs must be word-searchable
Added new Dataport features in Section
4.1.2A: I do know my CUSIP-9 and Section
4.1.2B: I do not know my CUSIP-9s
Figure 5 XML Submission Validation
Response Message for data tag “Security”
changed from “Error” to “Warning” for
Commercial Paper submissions
Changed Section 6: Automated Submission of
Continuing Disclosure Documents to point to
Specifications for Continuing Disclosure
Submission document
Changed text on the submission filing screen
from “Consisting of” to “Description”;
Updated Section 5 to illustrate how to create
groups and control securities at the CUSIP-9
level; Updated screen shots in Section 5 to
reflect new EMMA Dashboard.
Added text box to explain the purpose of the
pdf file when making CD submissions.
Updated steps for registration and referenced
new user manual.
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TABLE OF CONTENTS
EMMA Dataport Manual for Continuing Disclosure Submissions.................................... 1 Version 1.7...................................................................................................................... 1 Revision History ............................................................................................................. 1 1 Introduction............................................................................................................. 5 Related Documentation................................................................................................... 5 Other Resources .............................................................................................................. 6 Contact Information ........................................................................................................ 6 2. Registration and Confirmation Overview............................................................... 7 Municipal Securities Issuer, Obligated Person, and Secondary Market Agent: ............. 7 Dealer:............................................................................................................................. 7 Primary Market Agent: ................................................................................................... 7 2.1 Issuer, Obligated person, and Secondary Market Agent Registration and
Confirmation – Self-Directed ......................................................................................... 8 2.1.1 Registration Process ......................................................................................... 8 2.1.2 Confirmation Process ..................................................................................... 12 2.1.2A Electronic Confirmation Process ...................................................................... 12 2.1.2B Manual Confirmation Process........................................................................... 13 2.2 Issuer, Obligated person, and Secondary Market Agent Registration and
Confirmation – By Email Invitation ............................................................................. 15 2.2.2 Responding to an Invitation to Confirm Another User .................................. 16 2.2.3 Sending an Invitation...................................................................................... 17 2.3 Starting/Reinitiating the Confirmation Process.................................................. 18 2.4 Continuing Disclosure Account Management – View/Update Account
Information ................................................................................................................... 19 2.4.2 View/Update Continuing Disclosure Roles.................................................... 20 2.4.3 View/Update Organization-Level Information .............................................. 21 2.5 Continuing Disclosure Submission Registration by Dealer and Primary Market
Agent..................................................................................................................... 22 2.5.1 Granting Continuing Disclosure Submission Account Access Rights – Dealer
and Agent for Primary Market Submissions................................................................. 23 3. Logging into EMMA ............................................................................................ 24 3.1 Log in from MSRB Gateway ............................................................................. 25 3.2 Log in from the EMMA Dataport ...................................................................... 26 4. Making a Continuing Disclosure Submission....................................................... 27 4.1 Submitting an Annual or Periodic Filing ........................................................... 27 4.1.1 Selecting the Document Type......................................................................... 27 4.1.2 Associating Issues or Securities to the Disclosure ......................................... 28 4.1.2A I Know My CUSIP-9s....................................................................................... 29 4.1.2B I Don’t Know My CUSIP-9s............................................................................. 31 4.1.2C Non-CUSIP-9 Based ......................................................................................... 34 4.1.3 Associating Contacts to the Disclosure .......................................................... 35 4.1.4 Uploading the Document................................................................................ 36 4.1.5 Publishing the Disclosure ............................................................................... 38 Municipal Securities Rulemaking Board
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4.1.6 Creating a Group of Securities ....................................................................... 40 4.2 Submitting an Event Filing ................................................................................ 41 5. Creating Groups and Controlling Securities ......................................................... 42 5.1 EMMA Submission Control Dashboard – Create a Group................................ 43 5.1.2. Amend a Group .............................................................................................. 50 5.2 EMMA Submission Control Dashboard – Control a Group .............................. 51 5.3 EMMA Submission Control Dashboard – Agent Designation and Obligated
person Management ...................................................................................................... 51 6. Automated Submission of Continuing Disclosure Documents ............................ 54 Municipal Securities Rulemaking Board
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1
Introduction
The Electronic Municipal Market Access System, or EMMA, is a facility of the
Municipal Securities Rulemaking Board (“MSRB”). EMMA includes services to
improve the opportunity for public investors to access material information about
municipal securities issuers, their securities and the prices at which the securities trade.
The EMMA Continuing Disclosure Service receives submissions of continuing
disclosure documents, together with related indexing information, to allow the public to
readily identify and access such documents from issuers, obligated persons and their
agents pursuant to continuing disclosure undertakings entered into consistent with
Exchange Act Rule 15c2-12. Submissions may be made at no charge to the submitter
through a choice of an Internet-based electronic submission interface or electronic
computer-to-computer streaming connections. The EMMA Continuing Disclosure
Service makes continuing disclosures available to the public, at no charge, on the Internet
through the EMMA website at www.emma.msrb.org. The Continuing Disclosure
Subscription Service makes a real-time feed of continuing disclosures available by
subscription for a fee.
This manual is for use by issuers, obligated persons, dealers, municipal advisors,
or staff of any other organization submitting to the EMMA Continuing Disclosure
Service using EMMA Dataport, the web user interface for submission. Also included are
instructions for creating the necessary user accounts to access EMMA Dataport.
Related Documentation
In addition to the processes described in this manual, EMMA Dataport allows
issuers or obligated persons to submit voluntary financial filing information. Voluntary
financial filing information includes information about the timing of annual financial
filings, the financial accounting method used, and any hyperlink (URL) to an Internetbased resource with additional financial information. Prior to submitting voluntary
financial filing information, issuers and obligated persons will need to establish new
“organization accounts” in Gateway. Refer to the “EMMA Dataport Manual for
Voluntary Submissions by Issuers and Obligated Persons” for instructions on how to setup an organization account and submit voluntary financial filing information.
Similarly, this manual does not contain information for issuers seeking to make
voluntary primary market submissions. Voluntary primary market submissions include
documents, such as official statements, advanced refunding documents and 529 college
savings plan documents, as well as certain data such as ‘plain English’ descriptions of
issues. Voluntary primary market submissions may be made to remedy certain errors or
omissions as well as add ‘plain English’ descriptions of issues prior to June 1, 2009. Like
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voluntary financial filing information, issuers will need to establish new “organization
accounts” in Gateway prior to submitting voluntary primary market data and documents.
Refer to the “EMMA Dataport Manual for Voluntary Submissions by Issuers and
Obligated Persons” for instructions on how to set-up an organization account and submit
voluntary primary market data and documents.
The EMMA Continuing Disclosure Service includes an automated computer-tocomputer submission interface for continuing disclosure documents and related indexing
information as an alternative to the internet-based process described in this manual. The
internet-based process is designed to accept input for a single submission, while the
computer-to-computer interface supports input of multiple submissions. The
Specifications can be found here: Continuing Disclosure Submission Specifications
Other Resources
•
•
•
•
MSRB Website: www.msrb.org
EMMA Website: www.emma.msrb.org
EMMA Dataport Manual for Primary Market Submissions by Issuers This manual contains instructions for issuers and thier designated agents making
voluntary submissions of primary market documents.
Continuing Disclosure Submission Specifications Contact Information
MSRB Market Information Department
703-797-6668
EMMAOnline@msrb.org
Municipal Securities Rulemaking Board
1900 Duke Street
Suite 600
Alexandria, VA 22314
Tel: 703-797-6600
Fax: 703-797-6700
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2.
Registration and Confirmation Overview
All submitters to the continuing disclosure Service must be registered in MSRB
Gateway, a single, secure access point for all MSRB applications, in order to make
continuing disclosure submissions to EMMA. Each user must also accept the terms and
conditions for making continuing disclosure submissions. Once registered, a user may
make a continuing disclosure submission but until the user becomes “confirmed,”
EMMA will identify that user’s submissions as being provided by an unconfirmed
submitter. MSRB allows unconfirmed submitters to make submissions immediately
upon creation of a user account; however MSRB reserves the right to disable an
unconfirmed account if a user remains unconfirmed for 15 days after the creation of the
user account. An unconfirmed user can become confirmed by having another confirmed
user verify the identity of the unconfirmed user, or by providing the MSRB with
information that confirms its own identity. The registration and confirmation process
applies to the following classes of submitters:
Municipal Securities Issuer, Obligated Person, and Secondary Market Agent:
Issuers, obligated persons and secondary market agents must set up an account in
MSRB Gateway and each person in the organization who will be submitting must setup a
separate account.
Dealer:
All MSRB-registered dealers (“dealers”) have “company accounts” in MSRB
Gateway. To make secondary market submissions, a dealer Master Account
Administrator or the Account Administrator must provide other users with “EMMA
Secondary Market Submission” account access rights. EMMA automatically confirms
dealer users.
Primary Market Agent:
Primary market agents have “company accounts” in MSRB Gateway for purposes
of submitting primary market information to EMMA. To make continuing disclosure
submissions, also known as secondary market submissions the Master Account
Administrator or the Account Administrator for the organization must grant users
“EMMA Secondary Market Submission” account access rights.
Confirmed issuers can designate agents to submit documents and information on
their behalf, and can revoke the designation of any such agents. These designated agents
must register to obtain password-protected accounts in order to make submissions on
behalf of the designating issuers. An indenture trustee may act as a designated agent for
an issuer or obligated person without a designation being made by the issuers, if such
party certifies through the MSRB Gateway that it is authorized to disseminate continuing
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disclosure documents on behalf of the issuers under the continuing disclosure
undertaking. The same self-certification ability is available to any other party identified
in a continuing disclosure undertaking as a dissemination agent or other party responsible
for disseminating continuing disclosure documents on behalf of an issuer. The issuer,
through MSRB Gateway, has the ability to revoke the authority of its designated agent.
Section 5 describes how to designate agents.
2.1 Issuer, Obligated person, and Secondary Market Agent
Registration and Confirmation – Self-Directed
Issuers, obligated persons, and secondary market agents that do not have accounts
in MSRB Gateway must first register and set up a user account in MSRB Gateway in
order to make continuing disclosure submissions, and then must become confirmed.
Section 2.1 details the registration and confirmation process for those users that initiate
the registration and confirmation process themselves, as opposed to registering in
response to the receipt of an “invitation” to become a registered user, as described in
Section 2.2.
2.1.1 Registration Process
To start the registration process, from the MSRB home page (www.msrb.org) go
to the section “MSRB for:” and select “Issuers”.
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On the Issuer’s page locate the link “Submit to EMMA”. You will be directed to the
“MSRB Online Registration and Organization Account Set-up” screen where you can
start the registration process.
The registration page is grouped by organization type and registration type. Locate the
issuer section and click the option to register for a Continuing Disclosure submission
account.
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The MSRB Gateway Continuing Disclosure Registration page will open. For new users,
enter your e-mail address and select “Next”.
After selecting “Next”, a registration application form will be shown that captures the
user-level information. Complete the user-level information and select “Next”.
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The screen for organization-level information will appear. Complete the organizationlevel information. To reduce the amount of re-keying of identical data, select “copy
values from user details” to populate the fields with user-level information. A dialogue
box will confirm this action.
If you select “OK”, the information will pre-populate most of the mandatory fields. You
must ensure that organization-level information is populated. Once complete, select
“Next” and on the next screen, select the appropriate continuing disclosure role(s) and
select “Next”.
At this point you will be given the option to become confirmed. Choose to proceed by
using either the electronic or manual confirmation processes. Note, the confirmation
process is not required to be completed prior to making a continuing disclosure
submission; however, any submissions made prior to becoming confirmed will be flagged
on EMMA as an “unconfirmed” submission.
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2.1.2 Confirmation Process
There are two ways to become confirmed: manual confirmation by the MSRB or
electronic confirmation by another confirmed user. Since the manual process requires
physically mailing or faxing a document to the MSRB, one advantage to using the
electronic process is that the user may become confirmed in a shorter amount of time.
However choosing electronic confirmation requires that a user designate an existing
confirmed user for purposes of confirmation. If such a confirmed user is not known, the
manual confirmation process must be followed.
2.1.2A Electronic Confirmation Process
Enter a confirmed user’s email address and select “Next”.
If the email address is successfully entered, a confirmation screen will display your userlevel and organization-level information as well as the fact that you have selected the
electronic confirmation process. An error message will appear and the confirmation
process will not proceed if either of the following is found: (a) the email address you
entered for the confirmed user is not known to MSRB Gateway, or (b) the email address
you entered is known to Gateway but the user is not confirmed.
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Review the information on the confirmation screen to ensure that the information is
correct. Select “Edit User Details” if any information needs to be edited. If the
information is correct, select “Submit”.
The next screen will indicate that your user account has been created and state the
electronic confirmation process was selected... You will also receive an MSRB Gateway
system-generated email stating that a user account is registered in MSRB Gateway for
making secondary market submissions. The email will contain a User ID# and a
hyperlink to retrieve your password. You must follow the hyperlink to complete the
registration process.
Note that a user will not be confirmed using the electronic confirmation process until the
confirmer takes action, as described in Section 2.2.2. An e-mail will be sent to the
requestor acknowledging when its account becomes confirmed.
2.1.2B Manual Confirmation Process
To be confirmed manually, leave the “confirmer’s email address” field blank and
select “Next”.
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A confirmation screen will display your user-level and organization-level information as
well as the fact that you have selected the manual confirmation process. Review the
information on the screen and confirm that the information is correct. If the information
needs to be updated select “Edit User Details”. Once all information is correct, select
“Submit”.
The next screen will indicate that your user account has been created and state that you
chose the manual confirmation process. You will also receive an MSRB Gateway
system-generated email stating that a user account is registered in MSRB Gateway for
making secondary market submissions. The email will contain a User-ID and a hyperlink
to retrieve your password, which must be followed to complete the registration process.
Click “Submit” to proceed with the manual confirmation process.
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Click on “Print” to retrieve the manual confirmation document.
Retain the printed document and follow the instructions on the document to complete the
confirmation process.
Note that user will not be confirmed until the MSRB has received the information
requested in the manual confirmation document. An e-mail will be sent to the user
acknowledging when its account becomes confirmed.
2.2 Issuer, Obligated person, and Secondary Market Agent
Registration and Confirmation – By Email Invitation
A user that is registered to make secondary market submissions can invite an
issuer, obligated person or secondary market agent to also make secondary market
submissions. The purpose of the email invitation function is to allow users to alert other
potential users to the continuing disclosure submission service of EMMA. The email
invitation function also allows a user that is confirmed, as described in Section 2.1, to
easily confirm other users. Invitations may only be sent to invitees that are not
registered. An invitee that accepts an invitation from a confirmed inviter is automatically
confirmed.
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2.2.2 Responding to an Invitation to Confirm Another User
Through the electronic confirmation process in Section 2.1, a user may request
confirmation from a confirmed user. The confirmed user will receive an e-mail noting
the request for confirmation. The confirmed user must log-in to MSRB Gateway and
select the “Manage Continuing Disclosure Requests” option from the MSRB Gateway
main menu.
If you are a confirmed user and log-in in response to a request from another user to be
confirmed, this screen shows all pending requests for confirmation.
Select “Confirm” to go to the next screen, where you will confirm the user or reject the
request.
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To confirm the user, select “Confirm Registration”. To reject the user’s request, select
“Reject Registration”. A screen will appear noting the action and an email will be sent to
the user that requested confirmation.
2.2.3 Sending an Invitation
To initiate the invitation and confirmation process, log-in to MSRB Gateway, and
from the MSRB Gateway main menu, select “Manage Continuing Disclosure Requests”.
After selecting this option, enter the e-mail address of the issuer, obligated person, or
secondary market agent to whom you would like to send an invitation. Enter the email
address and select “Invite for Continuing Disclosure”. On the following screen enter the
company name and role(s) that the invitee will assume and select “Send Invitation”.
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MSRB Gateway will check to see whether the invitee is already a registered and
confirmed user. If the invite has an MSRB Gateway account and is already registered
and confirmed to make continuing disclosure submissions, the next screen will alert the
user to the fact that an invitation cannot be sent since the invited user is already registered
and confirmed.
2.3 Starting/Reinitiating the Confirmation Process
Users who are currently registered but not yet confirmed, or who would like to
reinitiate the confirmation process may use the following steps to get confirmed:
1. Log into Gateway
2. On the Gateway main menu click on the link “Add/Remove Roles for
Continuing Disclosure Service”
The screen will show that your confirmation status is pending.
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If the user is unconfirmed and now seeks confirmation, the button will read “Restart
confirmation process.” Click on this button to start the process. If the user’s
confirmation is in pending status (awaiting confirmation from a confirmed user via the
electronic confirmation process, or the MSRB via the manual confirmation process), the
button will read “Restart the Confirmation Process.” The user can restart the
confirmation process by clicking on the button and will be given the option to proceed
with electronic confirmation or manual confirmation. 2.4 Continuing Disclosure Account Management –
View/Update Account Information
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Once registered in MSRB Gateway, users may view and modify account details.
All information in MSRB Gateway must be kept current. To view and modify account
details, log-in to MSRB Gateway and the Main Menu screen will be shown.
2.4.2 View/Update Continuing Disclosure Roles
To view or update roles of a user in making continuing disclosure submissions to
EMMA, under the “Account and Organization Management” heading, select
“Add/Remove Roles for Continuing Disclosure Service”.
You can select or deselect roles. After making changes, select “Next”.
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A confirmation screen reflecting the updates will be displayed. Select “Submit” to
proceed with the account updates. The next screen will confirm that the account was
updated. An email also will be sent confirming updates to the account.
2.4.3 View/Update Organization-Level Information
You can update your organization-level information (entered during registration
in Section 2.1) by selecting “Manage Organization Profile” under the “Account and
Organization Management” heading.
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The Organization Profile will be shown. Select “Edit Organization Profile” to make
changes. Note that selecting “Modify” next to Roles allows a user to update continuing
disclosure roles.
All organization-level information may be updated on this screen with the exception of
the MSRB ID and Organization Name. Enter updated information and select “Continue”
to proceed with the updates, or “Cancel” to exit this screen without entering updates.
A confirmation screen reflecting the updates will be displayed. Select “Confirm” to
proceed with the account updates. The next screen will confirm that the account was
updated. An e-mail also will be sent confirming updates to the account.
2.5 Continuing Disclosure Submission Registration by
Dealer and Primary Market Agent
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A dealer or agent for primary market submissions already has its organizationlevel information in MSRB Gateway and therefore is not required to follow the complete
registration and confirmation process. However, all user accounts, whether new or preexisting, must be granted “EMMA Secondary Market Submissions” account access rights
before making continuing disclosure submissions.
2.5.1 Granting Continuing Disclosure Submission Account Access
Rights – Dealer and Agent for Primary Market Submissions
The Master Account Administrator or an Account Administrator of a dealer or
primary market agent can grant “EMMA Secondary Market Submissions” account access
rights to any account within the organization to allow the user to make continuing
disclosure submissions. To grant account access rights to an existing account, the Master
Account Administrator or Account Administrator must edit the account.
To grant “EMMA Secondary Market Submissions” account access right to a new user,
create a new user account by following the instructions provided in the “User Account
Management User Manual” located on MSRB Gateway log-in page, and grant the user
“EMMA Secondary Market Submissions” account access rights.
On the MSRB Gateway Main Menu, select the “Manage User Accounts” option
under “Account and Organization Management”.
Select the appropriate user account.
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Select “Edit User Account” to make updates to the account.
On the following screen, grant the user “EMMA Secondary Market Submissions” by
selecting the account access right and select “Confirm”.
3.
Logging into EMMA
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Logging into EMMA to make a continuing disclosure submission can be done by
either of two routes.
3.1 Log in from MSRB Gateway
From the MSRB home page (www.msrb.org) select “Login”.
Enter the User ID and Password and select “Login”.
From the MSRB Gateway Main Menu, select the “EMMA Dataport” option under the
“Market Information Systems” heading.
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3.2
Log in from the EMMA Dataport
From the EMMA home page (emma.msrb.org) select the “EMMA Dataport” tab
and the top of the page. The EMMA Dataport main screen appears.
Selecting “Login” will take you to the Gateway log-in page. Entering the correct User ID
and Password will automatically return you to the EMMA Dataport.
Both of the above routes for logging in lead to the EMMA Dataport Continuing
Disclosure Submissions screen.
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4.
Making a Continuing Disclosure Submission
The Continuing Disclosure Submissions screen, shown below, appears
immediately after you login. Select the green “Create” button to start a submission.
Begin by selecting the type of continuing disclosure you will submit: either an
annual/periodic filing or event filing. Select the red “Next” button to proceed.
4.1 Submitting an Annual or Periodic Filing
4.1.1 Selecting the Document Type
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To submit an annual or periodic filing, select the disclosure type, as shown below.
You may select multiple types of disclosure. An annual or periodic filing may be made
pursuant to SEC Rule 15c2-12, or may be made in addition or voluntarily.
Enter the document title or other brief descriptive information in the free-text box labeled
“Description” to provide additional details about the contents of the disclosure. Below the
free text box, enter the period covered by the disclosure. All dates, including the “year
ended,” must be in the format mm/dd/yyyy. You may type the date or select a date from
the calendar next to the date field. Both the text and date fields will appear in the EMMA
public website in connection with the uploaded document.
4.1.2 Associating Issues or Securities to the Disclosure
Next you need to associate issues or securities to the disclosure. (Later in the
process, you will be able to save the group of issues or securities so that you can reuse
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them in later submissions.) There are six separate paths to associate securities to the
disclosure:
•
•
CUSIP-9 Based: I know my CUSIP-9s, I don’t know my CUSIP-9s;
Non-CUSIP-9 Based: Commercial Paper, Ineligible for CUSIP, 529 College
Savings Plan, and Other Municipal Fund Security.
Note that these paths cannot be combined in one submission.
4.1.2A I Know My CUSIP-9s
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For “I Know My CUSIP-9s” you can select from existing Groups and/or use the
bulk upload feature to add CUSIP-9s.
To use existing groups select the group and then select “Upload”, and the corresponding
CUSIP(s) will appear on the right hand side in a list.
To use the bulk upload function, paste the CUSIP-9s into the text box on the left hand
side of the screen. The copy-and-paste functionality includes a wide variety of delimiters
to separate securities, including but not limited to semicolon, comma and carriage return.
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Select the blue “Upload” button and the securities will appear on the right-hand side of
the screen. Verify that the CUSIPs listed are accurate. To remove a CUSIP-9, highlight
the CUSIP(s) and click the “Remove CUSIP 9” link below the Securities List.
Up to 1,500 CUSIPs can be pasted in the text box on the left hand side of the screen, and
a total of 15,000 CUSIPs are allowed for each Bulk Upload Submission.
Invalid CUSIPs will not populate in the Securities List and will generate an error message
that appears on the right hand side of the page.
4.1.2B I Don’t Know My CUSIP-9s
For “I Don’t Know My CUSIP-9s” the user can enter a CUSIP-6 and select the
underlying CUSIP-9s or if the CUSIP-6 is unknown, then the user can search for the
CUSIP-6 using Issuer Name and/or State.
CUSIP-6:
Enter the CUSIP-6. When the “Search” button is selected, EMMA displays the issuer
name corresponding to the CUSIP number, and all issues for which it has information.
To display the securities of an issue, click on the [+] next to the issue name. The securities,
identified by nine-digit CUSIP numbers (securities are also known as maturities) appear in
an expanded list beneath the issue. To collapse the list, click on the [-].
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Expand
the
issue
by
clicking
the [+]
To select individual securities related to the continuing disclosure, check the box next to
the appropriate securities. To select all securities in an issue, check the box next to the
issue name. You may select all securities in an issue and then deselect securities that are
not related to the continuing disclosure.
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To deselect a security, click a box that is already checked (see arrows in the example
above). To select all issues for an issuer, check the box at the top of the issue list.
You may associate maturities from more than one six-digit CUSIP to the disclosure
document. This may be appropriate, for example, if an issuer’s issues have several sixdigit CUSIP numbers or if disclosures of an obligated person pertain to several issuers.
Search for CUSIP-6:
The user can search for CUSIP-6(s) using Issuer Name and/or State. To narrow search
results, use a combination of Issuer Name and State. This feature facilitates finding the
correct CUSIP numbers and applying them to the current submission. Select the relevant
CUSIP-6s from the search results, which will associate them with the current submission,
then select “Add Issuer”.
Note: This only adds the selected CUSIP-6 to the Associate Securities screen; CUSIP9(s) must still be selected.
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4.1.2C Non-CUSIP-9 Based
For Non-CUSIP-9 Based submissions select one of the following categories:
Commercial Paper, Non-CUSIP, 529 College Savings Plan, or Other Municipal Fund
Security. Once the selection is made, follow the on-screen instructions for associating the
disclosure to the appropriate issue and/or security.
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4.1.3 Associating Contacts to the Disclosure
A submitter may provide contact information of persons whom the public can ask
for further information. After the issues or securities are selected, the following screen
appears:
You can enter a new issuer contact, obligated person contact, or both. You must enter the
contact’s name and either the phone number or e-mail address. The pull-down menus
also enable you to select among contacts you have previously associated with any one of
the CUSIPs in the current submission. If you do not enter issuer or obligated person
contact information, then EMMA will display information about you as submitter.
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Note that the contacts you enter will not be visible to other submitters. Each submitter
must enter its own contact information.
4.1.4 Uploading the Document
When your security and issue selections have been made, select “Next.” The
document upload screen will appear.
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There are certain constraints on documents that can be uploaded into EMMA. Each
continuing disclosure document must be a portable document format (PDF) file
configured to be saved, viewed, printed and retransmitted by electronic means. The
document must also be word-searchable, that is, allowing the user to search for specific
terms used within the document through a search or find function available in most
standard software packages. Diagrams, images and other non-textual elements are not
required to be word-searchable. If the submitted file is a reproduction of the original
document, the submitted file must maintain the graphical and textual integrity of the
original document.
Use the “Browse” button to select the file on your computer. Select “Upload” to transfer
the file to EMMA.
EMMA shows that the file has been uploaded by displaying the file name on the left side
of the screen.
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If you hold your mouse over the question mark located next to the “Manage Documents
& Files – Options,” a dialog box will describe options that can be performed with the
document and File/PDF.
4.1.5 Publishing the Disclosure
The uploaded document is not yet disclosed to the public. You must “publish”
the document to disclose it. This is a two-step process. Select the red “Publish” button.
The following screen appears, which allows you to preview all the information you are
about to publish. If you wish to make a hard-copy record of your submission, print this
screen.
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If any information on the Preview screen needs to be changed, use the “Back” button
until you reach the screen where the data was input. Once all information is correct,
select the “Publish” button a second time. The following screen appears.
You may resume editing the document or publish it. When you publish, the following
confirmation screen appears.
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4.1.6 Creating a Group of Securities
You can save the set of securities that you associated with the disclosure as a
named group. This will allow you to quickly and easily submit additional disclosures to
the same group of securities in the future. To begin creating a group, click on the bottom
line of the confirmation screen (above). A field appears in which you can enter the name
of the group of securities.
Enter the name and click “Save”. The group will be available the next time you make a
continuing disclosure submission. The prompt, “[+] Existing Groups,” enables you to
display the names of previously defined groups.
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4.2 Submitting an Event Filing
To submit an event filing, select “Event Filing” from the first continuing
disclosure screen. Select “Next”.
Enter the date of the document, if not today’s date, and select the event type. (If the
document date is the date of submission, EMMA provides today’s date by default.)
Event types include disclosure of a material event specified by Exchange Act Rule 15c212 or another event disclosure on a voluntary basis. These are listed on the screen below.
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Once a selection is made you will be prompted to optionally also provide a brief
description of the event.
Next, associate issues or securities to the disclosure as described in Section 4.1.2.
Upload the document and publish the disclosure, as described in Sections 4.1.4 and 4.1.5.
5.
Creating Groups and Controlling Securities
Issuers may govern which secondary market agents can submit information
regarding a CUSIP or set of CUSIPs. By “controlling securities,” issuers are able to
designate which secondary market agents may make continuing disclosure submissions to
EMMA for the controlled securities and therefore prohibit continuing disclosure
submissions by secondary market agents that are not so designated. In addition, issuers
will receive an e-mail alert for each continuing disclosure submission for a controlled
security.
Groups are created at the CUSIP-9 level. If the issuer elects to take control of the
group, they will receive an email whenever a submission is made against a CUSIP in the
controlled group.
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5.1 EMMA Submission Control Dashboard – Create a
Group
Groups can be created and control can be elected over those groups on the
“EMMA Dataport-Issuer Dashboard.” Groups are created under the “Groups” tab and
control is elected over the group in the “Control & Notices” tab. Instructions for creating
and managing a group is displayed on the “Groups” tab.
The “EMMA Dataport-Issuer Dashboard” can be accessed from the Continuing
Disclosure Submissions screen, which appears immediately after you log into EMMA
Dataport. To create a group, go to the “Groups” tab and click the link “Create Group.”
Follow the steps to create a new group.
Step 1: Enter a descriptive name for your CUSIP group.
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Step 2: Enter the securities you want to include in your group.
If you know the CUSIP-9, enter the CUSIP in the box provided.
If you do not know the CUSIP-9 you can view all securities under the CUSIP-6 to make
your selection.
Scroll to the bottom of the screen and expand the field entitled
“Enter CUSIP-9s via CUSIP-6s”
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Enter the CUSIP-6 and click search
A listing of all issues under the CUSIP-6 will be displayed.
The total number of issues under the CUSIP-6 is noted on the screen.
Create your group by selecting the securities that you want to include in your group.
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If appropriate for the group you are creating, select all Issues for the Issuer by clicking
here.
Select an entire issue by clicking the box next to the issue name.
Select a CUSIP-9 by clicking the
the securities under the issue.
icon located next to the Issue Description to display
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Select the securities that you wish to add to your Group. Click the
list after making your selection.
icon to collapse the
Repeat this process until you have selected all the securities that you wish to include in
your Group.
After you have selected all the securities for your Group click “Add Securities”.
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A listing of all securities that you selected for your Group will appear. Review the list for
accuracy.
If you see a CUSIP(s) that you would like to remove from the group, click the link
entitled “Remove CUSIPs”. Select the CUSIPs that you would like to remove. To
remove multiple CUSIPs hold down the control key and select the CUSIPs.
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Step 3: Save changes
After you have selected your securities and made desired changes, click “Save Changes”.
The name of the Group you just created will be displayed among the list of your existing
Groups. The number of securities in the group will be listed.
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5.1.2.
Amend a Group
A group can be edited, duplicated, and deleted. Click the appropriate link located
adjacent to the group name to perform these functions.
Edit
Use the following steps to perform edits to a group:
1. Click on the “Edit” link the group will display
2. Add/delete securities in the group
a. Add securities by going to step 2 and entering the CUSIP-9 or search by enter the
CUSIP-6
b. Delete securities by selecting the unwanted securities and clicking the link
“Remove CUSIPs”
3. Enter a new group name by going to Step 1.
4. Save updates by clicking “Save Changes”
Save As
The Save As link allows you to duplicate an existing group, add/delete securities in the
group, then save the group under a new name.
1.
2.
3.
4.
5.
Click on the “Save As” link and the group will display
Make appropriate add/edit securities to customize the group
Give the group a new name
Create the new group by clicking “Save Changes”
The new group will display among the list of existing groups
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Delete
Click the delete link and the system will ask you if you are sure you want to delete the
group. Click “Yes” to confirm the deletion.
5.2 EMMA Submission Control Dashboard – Control a
Group
After the group is created go to the “Control & Notices” tab to elect control of the
group. Locate the group and click the “yes” button to elect control. When you elect
control you will automatically receive email notices when submissions are made against
CUSIPs in that group.
This tab will also allow you to assign an agent by clicking on the link entitled “Assign
Agents”. You will be able to select from a list of agents that you have already invited.
You can invite a new agent by going to the “Designated Agents” tab.
5.3
EMMA Submission Control Dashboard – Agent
Designation and Obligated person Management
Through designating agents, an issuer can designate third parties to submit
information on behalf of an issuer for those securities that the issuer has elected to
control, as described in Section 5.1. Issuers can also invite obligated persons to make
submissions on controlled securities. To designate an agent or invite an obligated person,
select the “Designated Agent” or “Invite Obligated Person(s)” tab from the EMMA
Dataport-Issuer Dashboard. (The agent designation process is shown below but the
process is identical for managing obligated persons.)
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Enter the e-mail address for the agent you wish to designate.
If the agent is not registered, the issuer may save the relationship with the agent by
selecting “Yes.” EMMA will send an e-mail to the agent inviting him to register, as
described in Section 2.
Select “Yes” and the dashboard will state that the invitation was sent. Upon registration,
the agent will be able to immediately post submissions; however, such submissions will
be flagged as unconfirmed until the following business day. Once confirmed,
submissions by the agent will no longer be flagged as unconfirmed and the agent will be
listed as a designated agent on the dashboard.”
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If the agent is already registered, the issuer will be asked to save the relationship. After
the relationship is saved the agent will be a designated agent for the issuer.
The agent will be listed as a designated agent for the issuer. Any designated agent is
automatically confirmed. An issuer can revoke an agent designation at any time.
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6. Automated Submission of Continuing Disclosure
Documents
The EMMA Continuing Disclosure Service includes an automated computer-tocomputer submission interface as an alternative to the internet-based process previously
described. The internet-based process is designed to accept input for a single submission,
while the computer-to-computer interface supports input of multiple submissions. The
Specifications can be found here: Continuing Disclosure Submission Specifications
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