Form ADV (full filing)

as of Mar 19, 2026 · 2.58 MB · sha256 9b41198c3ce2…

Extracted text

Machine-extracted from the archived PDF. Layout artifacts are expected.

FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS

Primary Business Name: NEEDHAM & COMPANY, LLC CRD Number: 16360
Annual Amendment - All Sections Rev. 10/2021
3/19/2026 1:37:30 PM

WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information

Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the
information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.

A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
NEEDHAM & COMPANY, LLC

B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A.
NEEDHAM & COMPANY, LLC

List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.

(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box

If you check this box, complete a Schedule R for each relying adviser.

C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the
name change is of
your legal name or your primary business name:

D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-62735
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
No Information Filed

E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 16360

If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.

(2) If you have additional CRD Numbers, your additional CRD numbers:
No Information Filed

F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1: Number and Street 2:
250 PARK AVENUE 10TH FLOOR
City: State: Country: ZIP+4/Postal Code:
NEW YORK New York United States 10177

If this address is a private residence, check this box:

List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If
you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to
which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your
most recently completed fiscal year.

(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:

Normal business hours at this location:
9:00 A.M. - 5:00 P.M.
(3) Telephone number at this location:
212-371-8300
(4) Facsimile number at this location, if any:
212-371-8702
(5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of
the end of your most recently completed fiscal year?
4

G. Mailing address, if different from your principal office and place of business address:

Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:

Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:

Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and
LinkedIn)?

If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.
If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing
addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly
available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the
addresses of employee accounts on publicly available social media platforms.

J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.

Name: Other titles, if any:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:

Electronic mail (e-mail) address, if Chief Compliance Officer has one:

(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered
under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS
Employer Identification Number (if any):
Name:
IRS Employer Identification Number:

K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.

Name: Titles:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:

Electronic mail (e-mail) address, if contact person has one:

Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?

If "yes," complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?

Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If "yes," complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?

Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion

$10 billion to less than $50 billion
$50 billion or more

For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using
the total assets shown on the balance sheet for your most recent fiscal year end.

P. Provide your Legal Entity Identifier if you have one:
254900J2GFQ4J4NK1J89

A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity
identifier.

SECTION 1.B. Other Business Names

No Information Filed

SECTION 1.F. Other Offices

Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.
You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or
if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1: Number and Street 2:
TWO INTERNATIONAL PLACE SUITE 2610
City: State: Country: ZIP+4/Postal Code:
BOSTON Massachusetts United States 02110

If this address is a private residence, check this box:

Telephone Number: Facsimile Number, if any:
617-457-0910

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment
adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
96054

How many employees perform investment advisory functions from this office location?
8

Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm

Describe any other investment-related business activities conducted from this office location:

Number and Street 1: Number and Street 2:
535 MISSION STREET SUITE 2200
City: State: Country: ZIP+4/Postal Code:
SAN FRANCISCO California United States 94105

If this address is a private residence, check this box:
Telephone Number: Facsimile Number, if any:
415-262-4860

How many employees perform investment advisory functions from this office location?
5

Describe any other investment-related business activities conducted from this office location:

Number and Street 1: Number and Street 2:
701 CARLSON PARKWAY SUITE 250
City: State: Country: ZIP+4/Postal Code:
MINNETONKA Minnesota United States 55305

If this address is a private residence, check this box:

Telephone Number: Facsimile Number, if any:
952-449-5283

How many employees perform investment advisory functions from this office location?
7

Describe any other investment-related business activities conducted from this office location:

Number and Street 1: Number and Street 2:
1000 BRICKELL AVENUE SUITE 540
City: State: Country: ZIP+4/Postal Code:
MIAMI Florida United States 33131

If this address is a private residence, check this box:

Telephone Number: Facsimile Number, if any:
8009033268

How many employees perform investment advisory functions from this office location?
0

Describe any other investment-related business activities conducted from this office location:

SECTION 1.I. Website Addresses

List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not
limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available
social media platform.

Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.NEEDHAMCO.COM

Address of Website/Account on Publicly Available Social Media Platform: https://www.linkedin.com/company/needham-&-company/

SECTION 1.L. Location of Books and Records

Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D, Section 1.L. for each location.

Name of entity where books and records are kept:
GLOBAL RELAY COMMUNICATIONS INC

Number and Street 1: Number and Street 2:
220 CAMBIE STREET 2ND FLOOR
City: State: Country: ZIP+4/Postal Code:
VANCOUVER, BC Canada V6B 2M9

If this address is a private residence, check this box:

Telephone Number: Facsimile number, if any:
866-484-6630

This is (check one):
one of your branch offices or affiliates.

a third-party unaffiliated recordkeeper.

other.

Briefly describe the books and records kept at this location.
ELECTRONIC COMMUNICATIONS

Name of entity where books and records are kept:
BNY PERSHING

Number and Street 1: Number and Street 2:
ONE PERSHING PLAZA
City: State: Country: ZIP+4/Postal Code:
JERSEY CITY New Jersey United States 07399

If this address is a private residence, check this box:

Telephone Number: Facsimile number, if any:
201-413-2000

This is (check one):
one of your branch offices or affiliates.

a third-party unaffiliated recordkeeper.

other.

Briefly describe the books and records kept at this location.
CERTAIN BOOKS AND RECORDS RELATING TO BROKERAGE SERVICES

Name of entity where books and records are kept:
DBCOM CONSULTING INC

Number and Street 1: Number and Street 2:
2 RESEARCH WAY
City: State: Country: ZIP+4/Postal Code:
PRINCETON New Jersey United States 08540

If this address is a private residence, check this box:

Telephone Number: Facsimile number, if any:
609-651-8222

This is (check one):
one of your branch offices or affiliates.

a third-party unaffiliated recordkeeper.

other.

Briefly describe the books and records kept at this location.
CERTAIN BOOKS AND RECORDS RELATING TO BROKERAGE SERVICES

SECTION 1.M. Registration with Foreign Financial Regulatory Authorities

List the name and country, in English, of each foreign financial regulatory authority with which you are registered. You must complete a separate Schedule D
Section 1.M. for each foreign financial regulatory authority with whom you are registered.

Name of Country/Foreign Financial Regulatory Authority:
Canada - Alberta Securities Commission

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - British Columbia Securities Commission
Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Manitoba Securities Commission

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - New Brunswick Securities Commission

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Newfoundland and Labrador, Financial Services Regulation Division

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Northwest Territories, Office of the Registrar of Securities

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Nova Scotia Securities Commission

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Nunavut, Registrar of Securities

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Ontario Securities Commission

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Prince Edward Island, Securities Office

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Quebec, Financial Markets Authority

Other:
Name of Country/Foreign Financial Regulatory Authority:
Canada - Saskatchewan Financial Services Commission

Other:

Name of Country/Foreign Financial Regulatory Authority:
Canada - Yukon Territories, Registrar of Securities

Other:

Item 2 SEC Registration/Reporting

Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for
SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2
should be provided for the filing adviser only.

A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an
annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2
provides information to help you determine whether you may affirmatively respond to each of these items.
You (the adviser):

(1) are a large advisory firm that either:

(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or

(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;

(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:

(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place
of business; or

(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;

Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.

(3) Reserved

(4) have your principal office and place of business outside the United States;

(5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;

(6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the
Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under
management;

(7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption
in rule 203A-2(a);

(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;

If you check this box, complete Section 2.A.(8) of Schedule D.

(9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;

If you check this box, complete Section 2.A.(9) of Schedule D.

(10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);

If you check this box, complete Section 2.A.(10) of Schedule D.

(11) are an Internet adviser relying on rule 203A-2(e);

If you check this box, complete Section 2.A.(11) of Schedule D.

(12) have received an SEC order exempting you from the prohibition against registration with the SEC;

If you check this box, complete Section 2.A.(12) of Schedule D.

(13) are no longer eligible to remain registered with the SEC.

State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers
C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they
file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy
of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would
like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to
additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit
to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck
the box(es) next to those state(s).

Jurisdictions

AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR
ID MT RI

If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that
state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).

SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control
with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser,
provide the following information:

Name of Registered Investment Adviser
NEEDHAM INVESTMENT MANAGEMENT, LLC

CRD Number of Registered Investment Adviser
106783

SEC Number of Registered Investment Adviser
801 - 50449

SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days
If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration
within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will b e
deemed to have made the required representations. You must make both of these representations:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to
register with the SEC within 120 days after the date my registration with the SEC becomes effective.
I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section
203A(a) of the Advisers Act from registering with the SEC.

SECTION 2.A.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations
about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.

If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an
investment adviser with the state securities authorities in those states.
I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15
states to register as an investment adviser with the state securities authorities of those states.

If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required
by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.
SECTION 2.A.(11) Internet Adviser
If you are relying on rule 203A-2(e), the Internet adviser exemption from the prohibition on registration, you are required to make a representation about
your eligibility for SEC registration. By checking the appropriate box, you will be deemed to have made the required representation.

If you are applying for registration as an investment adviser with the SEC or changing your existing Item 2 response regarding your eligibility for SEC
registration, you must make this representation:
I will provide investment advice on an ongoing basis to more than one client exclusively through an operational interactive website.
If you are filing an annual updating amendment to your existing registration and are continuing to rely on the Internet adviser exemption for SEC
registration, you must make this representation:
I have provided and will continue to provide investment advice on an ongoing basis to more than one client exclusively through an operational interactive
website.

SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:

Application Number:
803-

Date of order:

Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.
A. How are you organized?
Corporation

Sole Proprietorship

Limited Liability Partnership (LLP)

Partnership

Limited Liability Company (LLC)

Limited Partnership (LP)

Other (specify):

If you are changing your response to this Item, see Part 1A Instruction 4.

B. In what month does your fiscal year end each year?
DECEMBER

C. Under the laws of what state or country are you organized?
State Country
Delaware United States

If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the
name of the state or country where you reside.

If you are changing your response to this Item, see Part 1A Instruction 4.

Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your
structure or legal status (e.g., form of organization or state of incorporation)?

If "yes", complete Item 4.B. and Section 4 of Schedule D.

B. Date of Succession: (MM/DD/YYYY)

If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.
SECTION 4 Successions

No Information Filed

Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation

Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making
regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.

Employees

If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an
employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).

A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.
195

B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?
57
(2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?
172
(3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser
representatives?
4
(4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser
representatives for an investment adviser other than you?
0
(5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?
0
(6) Approximately how many firms or other persons solicit advisory clients on your behalf?
0

In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on
your behalf.

Clients

In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship
with those investors.

C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services
during your most recently completed fiscal year?
0
(2) Approximately what percentage of your clients are non-United States persons?
5%

D. For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does
not include businesses organized as sole proprietorships.
The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of
1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment
Company Act of 1940, do not answer (1)(d) or (3)(d) below.

Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below)
attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check
Item 5.D.(2) rather than respond to Item 5.D.(1).

The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under
management reported in Item 5.F.(2)(c) below.

If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If
you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e),
and (f) as applicable.

(1) Number of (2) Fewer than (3) Amount of Regulatory Assets
Type of Client Client(s) 5 Clients under Management
(a) Individuals (other than high net worth individuals) 0 $0
(b) High net worth individuals 0 $0
(c) Banking or thrift institutions 0 $0
(d) Investment companies 0 $0
(e) Business development companies 0 $0
(f) Pooled investment vehicles (other than investment companies and 20 $0
business development companies)
(g) Pension and profit sharing plans (but not the plan participants or 0 $0
government pension plans)
(h) Charitable organizations 0 $0
(i) State or municipal government entities (including government pension 0 $0
plans)
(j) Other investment advisers 0 $0
(k) Insurance companies 0 $0
(l) Sovereign wealth funds and foreign official institutions 0 $0
(m) Corporations or other businesses not listed above 0 $0
(n) Other: 0 $0

Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify): PURSUANT TO CSA AGREEMENTS

Item 5 Information About Your Advisory Business - Regulatory Assets Under Management
Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios?

(2) If yes, what is the amount of your regulatory assets under management and total number of accounts?
U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $ (d)
Non-Discretionary: (b) $ (e)
Total: (c) $ (f)

Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when
completing this Item.

(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who
are non-United States persons?
$

Item 5 Information About Your Advisory Business - Advisory Activities
Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply.
(1) Financial planning services
(2) Portfolio management for individuals and/or small businesses
(3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to
section 54 of the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies)
(5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and
other pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers)
(8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other(specify): SECURITIES RESEARCH

Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the
Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or
investment companies to which you provide advice in Section 5.G.(3) of Schedule D.

H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?
0

1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)

In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship
with those investors.

Yes No
I. (1) Do you participate in a wrap fee program?

(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$
(b) portfolio manager for a wrap fee program?
$
(c) sponsor to and portfolio manager for the same wrap fee program?
$

If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).

If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D.

If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a
wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2).
Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of
investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your
regulatory assets under management?

K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately
managed account clients)?

If yes, complete Section 5.K.(1) of Schedule D.

(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?

If yes, complete Section 5.K.(2) of Schedule D.

(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?

If yes, complete Section 5.K.(2) of Schedule D.

(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold
ten percent or more of this remaining amount of regulatory assets under management?

If yes, complete Section 5.K.(3) of Schedule D for each custodian.

L. Marketing Activities
Yes No
(1) Do any of your advertisements include:

(a) Performance results?

(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))?
(c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))?

(d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))?

(e) Third-party ratings?

(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in
connection with the use of testimonials, endorsements, or third-party ratings?

(3) Do any of your advertisements include hypothetical performance ?

(4) Do any of your advertisements include predecessor performance ?

SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies

No Information Filed

SECTION 5.I.(2) Wrap Fee Programs

No Information Filed

SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of
this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under
management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you
subadvise.

End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the
date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.

Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in
those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of
deposit, bankers' acceptances and similar bank instruments.

Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal
methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are
consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count
assets, and your responses must be consistent with any instructions or other guidance relating to this Section.

(a) Asset Type Mid-year End of year
(i) Exchange-Traded Equity Securities % %
(ii) Non Exchange-Traded Equity Securities % %
(iii) U.S. Government/Agency Bonds % %
(iv) U.S. State and Local Bonds % %
(v) Sovereign Bonds % %
(vi) Investment Grade Corporate Bonds % %
(vii) Non-Investment Grade Corporate Bonds % %
(viii) Derivatives % %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % %
(x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business % %
Development Companies)
(xi) Cash and Cash Equivalents % %
(xii) Other % %
Generally describe any assets included in "Other"
(b) Asset Type End of year
(i) Exchange-Traded Equity Securities %
(ii) Non Exchange-Traded Equity Securities %
(iii) U.S. Government/Agency Bonds %
(iv) U.S. State and Local Bonds %
(v) Sovereign Bonds %
(vi) Investment Grade Corporate Bonds %
(vii) Non-Investment Grade Corporate Bonds %
(viii) Derivatives %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies %
(x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development %
Companies)
(xi) Cash and Cash Equivalents %
(xii) Other %
Generally describe any assets included in "Other"

SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives

No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)

If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your
regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete
Question (b).

(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately
managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date
used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before
the end of year date.

In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross
notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the
dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts
included in column 1 with respect to each category of derivatives specified in 3(a) through (f).

You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of
less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

(i) Mid-Year

Gross Notional (1) Regulatory Assets (2)
Exposure Under Management Borrowings (3) Derivative Exposures
(a) Interest (b) Foreign
Rate Exchange (c) Credit (d) Equity (e) Commodity (f) Other
Derivative Derivative Derivative Derivative Derivative Derivative
Less than 10% $ $ % % % % % %

10-149% $ $ % % % % % %

150% or more $ $ % % % % % %

Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the
management of the separately managed accounts that you advise.

(ii) End of Year

10-149% $ $ % % % % % %

150% or more $ $ % % % % % %

(b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your
regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you
should only provide information with respect to the portion of the account that you subadvise.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of
less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings
Less than 10% $ $

10-149% $ $

150% or more $ $

SECTION 5.K.(3) Custodians for Separately Managed Accounts

No Information Filed

Item 6 Other Business Activities

In this Item, we request information about your firm's other business activities.

A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):

If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?

(2) If yes, is this other business your primary business?

If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.

SECTION 6.A. Names of Your Other Businesses

No Information Filed

SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):

If you engage in that business under a different name, provide that name:

SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.
THE OTHER SERVICES WILL INCLUDE THE FULL RANGE OF INVESTMENT BANKING: MERGERS, ACQUISITIONS AND DIVESTITURES, FINANCIAL ADVISORY
SERVICES, PRIVATE PLACEMENTS AND PUBLIC OFFERINGS AS WELL AS INSTITUTIONAL SALES, TRADING, BROKERAGE, AND MARKET MAKING.

If you engage in that business under a different name, provide that name:

Item 7 Financial Industry Affiliations

In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.

A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your
advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles

Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a
broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your
firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2).

Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete
Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser.

For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of
Schedule D.

You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with
advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the
related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the
related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.

You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your
clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be
operationally independent under rule 206(4)-2 of the Advisers Act.

SECTION 7.A. Financial Industry Affiliations

Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
1. Legal Name of Related Person:
NEEDHAM INVESTMENT MANAGEMENT, LLC

2. Primary Business Name of Related Person:
NEEDHAM INVESTMENT MANAGEMENT, LLC

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 50449
or
Other

4. Related Person's
(a) CRD Number (if any):
106783
(b) CIK Number(s) (if any):
No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?

(b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

Item 7 Private Fund Reporting

Yes No

B. Are you an adviser to any private fund?

If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next
sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt
reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section
7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must,
instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical
code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or
designation in place of the fund's name.

SECTION 7.B.(1) Private Fund Reporting

No Information Filed

SECTION 7.B.(2) Private Fund Reporting

No Information Filed

Item 8 Participation or Interest in Client Transactions

In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which
conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation
and interest that you expect to engage in during the next year.

Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.

Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?

(2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?

(3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary
(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?

Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory
client securities are sold to or bought from the brokerage customer (agency cross transactions)?
(2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for
which you or any related person serves as underwriter or general or managing partner?
(3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than
the receipt of sales commissions as a broker or registered representative of a broker-dealer)?

Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No
(1) securities to be bought or sold for a client's account?

(2) amount of securities to be bought or sold for a client's account?

(3) broker or dealer to be used for a purchase or sale of securities for a client's account?

(4) commission rates to be paid to a broker or dealer for a client's securities transactions?

D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?

E. Do you or any related person recommend brokers or dealers to clients?

F. If you answer "yes" to E. above, are any of the brokers or dealers related persons?

G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party
("soft dollar benefits") in connection with client securities transactions?
(2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under
section 28(e) of the Securities Exchange Act of 1934?

H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?

(2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for
the firm (cash or non-cash compensation in addition to the employee's regular salary)?

I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related
person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.

In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received
from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client
referrals.

Item 9 Custody

In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the
Investment Company Act of 1940) assets and about your custodial practices.

A. (1) Do you have custody of any advisory clients': Yes No
(a) cash or bank accounts?

(b) securities?

If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees
directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you
have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.

(2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
you have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)

If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not
include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in
connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).
Instead, include that information in your response to Item 9.B.(2).

B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No
(a) cash or bank accounts?

(b) securities?

You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).

(2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
your related persons have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)

C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following
that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements
are distributed to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and securities.
(4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons
are qualified custodians for client funds and securities.

If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare
an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this
information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).

D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No
(1) you act as a qualified custodian

(2) your related person(s) act as qualified custodian(s)

If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule
206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent
under rule 206(4)-2 of the Advisers Act.

E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last
fiscal year, provide the date (MM/YYYY) the examination commenced:
F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act
as qualified custodians for your clients in connection with advisory services you provide to clients?

SECTION 9.C. Independent Public Accountant

No Information Filed

Item 10 Control Persons

In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners
and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported
on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?

If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D.

SECTION 10.A. Control Persons

No Information Filed

SECTION 10.B. Control Person Public Reporting Companies

No Information Filed

Item 11 Disclosure Information

In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than
one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an
umbrella registration.

Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all
of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.
If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years
following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your
disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of
calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary
orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons?

For "yes" answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?

(2) been charged with any felony?

If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?

If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?

(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?

(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?

(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?

D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?

(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?

(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?

(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?

E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?

(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule
violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you
or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?

F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?

G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,
11.D., or 11.E.?

For "yes" answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?

(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?

(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by
a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?

Item 12 Small Businesses

The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine
whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets
under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a
current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total
assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with
subsidiaries included, if that amount is larger).
Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by
contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent
or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?

If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV)
of $25 million or more on the last day of its most recent fiscal year?
(2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal
year?

C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in
response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?
(2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the
last day of its most recent fiscal year?

Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
officers. Use Schedule C to amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a
public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to
purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
or more of your capital, and (ii) if managed by elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner or executive officer is an individual.
5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
member; and for shareholders or members, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: DE/FE/I Title or Status Date Title or Ownership Control PR CRD No. If None: S.S. No.
Last Name, First Name, Middle Status Acquired Code Person and Date of Birth, IRS Tax
Name) MM/YYYY No. or Employer ID No.
PRIOR, JOHN JOSEPH JR I MANAGING DIRECTOR, CEO OF THE 01/2022 B Y N 1076802
NEEDHAM GROUP, INC.
ABBRUZZESE, JAMES MICHAEL I MANAGING DIRECTOR, CHIEF 03/2012 NA Y N 2960715
ADMINISTRATIVE OFFICER & ACTING
HEAD OF SALES
NEEDHAM HOLDINGS, LLC DE MEMBER 04/2005 E Y N
MALIK, ANDREW JOSEPH I MANAGING DIRECTOR, CHAIRMAN 04/2008 NA Y N 317860
IACOVONE, JACK JAMES I MANAGING DIRECTOR, CEO & HEAD 01/2022 B Y N 2877398
OF INVESTMENT BANKING
FIORDALISO, ROBERT JOSEPH I MANAGING DIRECTOR, CHIEF 02/2011 NA Y N 2518397
FINANCIAL OFFICER
MERLINO, SALVATORE ANTHONY I MANAGING DIRECTOR, CHIEF 03/2012 NA Y N 4397078
COMPLIANCE OFFICER
MALONEY, THOMAS ANTHONY I MANAGING DIRECTOR, CO-DIRECTOR 02/2007 NA Y N 2386331
OF RESEARCH
MALLOY, JOHN PATRICK I MANAGING DIRECTOR, CO-DIRECTOR 11/2018 NA Y N 5322002
OF RESEARCH
LAUFER, DAVID MICHAEL I MANAGING DIRECTOR, HEAD OF 12/2020 NA Y N 4336854
TRADING & SALES TRADING

Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first
complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
the sale of, 25% or more of a class of a voting security of that corporation;

For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence;
or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of
the Exchange Act) is reached, no further ownership information need be given.
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner is an individual.
5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
6. Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: Last DE/FE/I Entity in Which Status Date Status Ownership Control PR CRD No. If None: S.S. No. and
Name, First Name, Middle Name) Interest is Acquired Code Person Date of Birth, IRS Tax No. or
Owned MM/YYYY Employer ID No.
THE NEEDHAM GROUP, INC. DE NEEDHAM MEMBER 12/2004 E Y N
HOLDINGS LLC
NEEDHAM, GEORGE AUSTIN I THE NEEDHAM SHAREHOLDER 12/2004 F Y N 345542
GROUP, INC

Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.

Schedule R

No Information Filed

DRP Pages

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)

No Information Filed

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
OR
11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
OFFICE OF SECURITIES, DISTRICT OF COLUMBIA

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

02/28/1997 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
966-A

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ALLEGATIONS OF SALES OF SECURITES PRIOR TO THE BROKER/DEALERS REGISTRATION IN VIOLATION OF THE DISTRICT OF COLUMBI SECURITES ACT.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Order

11. Resolution Date (MM/DD/YYYY):

02/28/1997 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 15,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
BY ORDER #10910 DATED FEBRUARY 28, 1997, THE OFFICE OF SECURITES OF THE DISTRICT OF COLUMBIA ACCEPTED PAYMENT OF A FINE BY
NEEDHAM & COMPANY, INC #16360 IN THE SUM OF FIFTEEN THOUSAND DOLLARS ($15,000) BASED ON A FIND OF THE FACT THAT THE FIRM
CONDUCTED SECURITIES TRANSACTIONS WHILE INLICENSED. IN PAYING THE FINE, THE FIRM NEITHER ADMITTED OR DENIED ANY FINDINGS OF
FATC BY THE COMMISSION REGARDING THE EFFECTUATION OF SPECIFIED SECURITES TRANSACTION.

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
FINED FOR VIOLATION OF THE DISTRICT OF COLUMBIA SECURITIES ACT, SECTION 2-2603 (A) AND (B) (1994 REPL.) CONTATC VEDA M. SHAMSID-DEEN,
ACTING DIRECTOR (202) 626-5106

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

08/22/1997 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
CMS960013 AWC

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NEEDHAM ALLEGEDLY VIOLATED SEC RULE 11AC-1 "FIRM QUOTE RULE"

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

08/22/1997 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 1,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
AL

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

09/23/1996 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
CO-96-0045

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON MAY 9, 1996, NEEDHAM & COMPANY, INC. FILED AN APPLICATION FOR REGISTRATION AS A DEALER WITH THE COMMISSION. INCLUDED IN THE
APPLICATION WAS DISCLOSURE THAT NEEDHAM HAD ACCOUNTS OPEN WITH 18 ALABAMA RESIDENTS, 12 OF WHICH CONSTITUTED EXEMPT
TRANSACTIONS. FURTHER, THE REMAINING 6 ALABAMA RESIDNETS HAD A TOTAL OF 14 TRANSACTIONS IN THEIR ACCOUNTS PRIOR TO THE
APPLICATION FOR REGISTRATION. NEEDHAM WAS REQUIRED TO MAKE RESCISSION OFFERS, WHICH RESULTED IN 4 NOT RESPONDING. I OFFER BEING
RETURNED AS UNCLAIMED, AND 1 BEING ACCEPTED. HOWEVER, THE 1 ACCEPTING THE OFFER DID NOT RESULT IN NAY PAYMENT TO THE INVESTOR
DUE TO ALL TRANSACTIONS RESULTING IN GAINS AND NO COMMISSIONS BEING CHARGED.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Consent

11. Resolution Date (MM/DD/YYYY):

09/23/1996 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 1,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
INASMUCH AS NEEDHAM EFFECTED TRANSACTIONS PRIOR TO REGISTRATION, A VIOLATION OF SECTION 8-6-3(A), CODE OF ALABAMA 1975, A
CONSENT AGREEMENT WAS ENTERED. NEEDHAM WAS LEVIED AN ADMINISTRATIVE ASSESSMENT OF $1000 AND INVESTIGATIVE COSTS OF $500.
THE APPLICATION FOR REGISTRATION AS A DEALER WAS PROCESSED,

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

04/23/1997 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
CMS960210(A)

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NEEDHAM ALLEGEDLY VIOLATED MARKETPLACE RULE 4613(E) FOR ENTERING AND MAINTAINING QUOTATIONS THAT CAUSED A LOCKED AND/OR
CROSSED MARKET CONDITION TO OCCUR ON FOUR SECURITIES

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

04/23/1997 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 7,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

02/09/1999 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
CMS000186

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity Listed (Common & Preferred Stock)
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
THAT BETWEEN JUNE 1, 1997 AND DECEMBER 31, 1997 NEEDHAM & COMPANY, INC. (NEED) HAD SEVEN INCIDENTS IN WHICH NEED INITIATED A
LOCKED OR CROSSED MARKET.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

08/09/2000 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 5,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

04/15/2002 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
AWC 200025914

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NEEDHAM & COMPANY, INC., FAILED TO COMPLY WITH THE FOLLOWING RULES: EXCHANGE ACT RULE 11AC1-1 ("SEC FIRM QUOTE RULE"), NASD
MARKETPLACE RULE 4613(B)("NASD FIRM QUOTE RULE"), NASD TRADE-OR-MOVE RULE, NASD MARKETPLACE RULE 4613(E)(1)(C), AND SEC RULE
11AC1-4 (THE "LIMIT ORDER DISPLAY RULE").
8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

06/11/2002 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 67,500.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ON JUNE 11, 2002 NEEDHAM & COMPANY ("NEED") WAS NOTIFIED THAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT ("AWC") IT SUBMITTED
WAS ACCEPTED BY NASD REGULATIONS OFFICE OF DISCIPLINARY AFFAIRS AND THE NATIONAL ADJUDICATORY COUNCIL. NEED ACCEPTS AND
CONSENTED TO THE ENTRY OF FINDINGS, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THAT THE FIRM FAILED TO COMPLY WITH THE
FOLLOWING RULES: EXCHANGE ACT RULE 11AC1-1 ("SEC FIRM QUOTE RULE"), NASD MARKETPLACE RULE 4613(B)("NASD FIRM QUOTE RULE"), NASD
TRADE-OR-MOVE RULE, NASD MARKETPLACE RULE 4613(E)(1)(C), AND SEC RULE 11AC1-4 (THE "LIMIT ORDER DISPLAY RULE"). IT WAS ALSO
DETERMINED THAT THE FIRM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TO THE
APPLIACABLE SECURITIES LAWS AND REGULATIONS CONCERNING EXCHANGE ACT RULE 11AC1-1 ("SEC FIRM QUOTE RULE")AND NASD MARKETPLACE
RULE 4613(B)("NASD FIRM QUOTE RULE")

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
NASD

2. Principal Sanction:
Censure
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

05/17/1999 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
MRD199913155

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE FIRM FAILED TO COMPLY WITH NASD INTERPRETATION IM-2110-4

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

07/30/2002 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 80,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

10/04/1999 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
C3B990031

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Other
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
10/08/1999JJM--RESPONDENT MEMBER ENGAGED IN A SERIES OF SALES OF SHARES IN INITIAL PUBLIC OFFERINGS, WHICH TRADED AT A PREMIUM IN
THE SECONDARY MARKET (HOT ISSUE), TO ACCOUNTS OF INVESTMENT PARTNERSHIPS OR CORPORATIONS, INCLUDING BUT NOT LIMITED TO HEDGE
FUNDS, INVESTMENT CLUBS, AND OTHER LIKE ACCOUNTS, WITHOUT OBTAINING PROPER ASSURANCES IN WRITING THAT SUCH PURCHASES WOULD BE
MADE TO FILL ORDERS FOR BONA FIDE PUBLIC CUSTOMERS OR WOULD BE MADE TO UNRESTRICTED PERSONS OR ACCOUNTS IN CONTRAVENTION OF
SECTION (F)(1)OF IM-2110-1, THE FREE RIDING AND WITHOLDING INTERPRETATION, (NASD RULE 2110)

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

10/04/1999 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 5,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
NONE

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

10/09/2001 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
AWC NO. C10010126

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
BETWEEN OCTOBER 2, 2000 AND OCTOBER 31, 2000, NEEDHAM FAILED TO CONTEMPORANEOUSLY OR PARTIALLY EXECUTE SEVEN CUSTOMER LIMIT
ORDERS IN SIX NASDAQ SECURITIES AFTER IT TRADED EACH SUBJECT SECURITY FOR ITS OWN MARKET MAKING ACCOUNT AT AS PRICE THAT WOULD
HAVE SATISFIED EACH CUSTOMER'S LIMIT ORDER. ALSO IN OCTOBER 2000, NEEDHAM FAILED TO IMMEDIATELY REFLECT NINE RETAIL CUSTOMERS'
LIMIT ORDERS IN ITS QUOTATIONS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

10/09/2001 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 32,500.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:
Censure
Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

11/12/2001 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
NO. C8A020087

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
VIOLATED NASD CONDUCT RULE 2110, 2320, AND IM-2110-2

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

12/10/2002 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 65,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ON DECEMBER 10, 2002 THE FIRM WAS NOTIFIED THAT THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT ("AWC") IT SUBMITTED WAS ACCEPTED
BY NASDR OFFICE OF DISCIPLINARY AFFAIRS AND THE NATIONAL ADJUDICATORY COUNCIL. THE FIRM ACCEPTS AND CONSENTS TO THE ENTRY OF
FINDINGS, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THAT THE FIRM FAILED TO COMPLY WITH THE FOLLOWING RULES: NASD CONDUCT
RULE 2110, 2320, AND 3010(B), IM-2110-2, SEC RULE 11AC1-4

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

08/22/1997 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
CMS970015 AWC

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NEEDHAM ALLEGEDLY VIOLATED SEC RULE 11AC-1 "FIRM QUOTE RULE" AND FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE WRITTEN SUPERVISORY
PROCEDURES.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

08/22/1997 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 15,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

08/31/1999 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
CMS990115

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NASD RULE 3110, AND SEC RULES 17A-3, 17A-4 AND 11AC14 - FAILED TO CONTEMPORANEOUSLY EXECUTE OR PARTIALLY EXECUTE A CUSTOMER LIMIT
ORDER AFTER TRADING IN THE SAME SECURITY FOR ITS OWN ACCOUNT AT PRICES THAT WOULD HAVE SATISFIOED THE CUSTOMER LIMIT ORDER;
FAILED TO DISPLAY IMMEDIATELY CUSTOMER LIMIT ORDERS IN WHEN EACH SUCH ORDER WAS AT A PRICE THAT WOULD HAVE IMPROVED ITS BID OR
OFFER IN EACH SUCH SECURITY, OR WHEN THE FULL SIZE OF EACH SUCH ORDER WAS PRICED EQUAL TO THE FIRMS BID OR OFFER AND THE
NATIONAL BEST BID OR OFFER FOR EACH SUCH SECURITY, AND REPRESENTED MORE THAN A DE MINIMIS CHARGE IN RELATION TO THE SIZE
ASSOCIATED WITH ITS BID OR OFFER IN EACH SUCH SECURITY; FAILED TO PROVIDE WRIITEN NOTIFICATION TO A CUSTOMER DISCLOSING WHETHER
IT WAS ACTING AS AGENT FOR SUCH CUSTOMER, AS AGENT FOR SOME OTHER PERSON, AS AGENT FOR BOTH SUCH CUSTOMER AND SOME OTHER
PERSON OR AS PRINCIAPL FOR ITS OWN ACCOUNT;AND MARKET ORDER AND LIMIT ORDER VIOLATIONS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

08/31/1999 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 9,500.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:

Other Sanctions:

3. Date Initiated (MM/DD/YYYY):

08/28/1998 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
CMS980076AWC

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NEEDHAM & COMPANY FAILED TO EXECUTE CUSTOMER LIMIT ORDERS AFTER EXECUTING TRANSACTIONS FOR ITS OWN MARKET MAKING ACCOUNT AT
PRICES EQUAL TO OR BETTER THAN EACH CUSTOMER LIMIT ORDER. NEEDHAM ALSO FAILED TO ASCERTAIN THE BEST INTER DEALER MARKET IN
SECURITIES SO THAT THE RESULTING PRICE WAS AS FAVORABLE AS POSSIBLE TO THE CLIENT AND WHEN NEEDHAM ACTED AS PRINCIPAL FOR ITS
OWN ACCOUNT, NEEDHAM FAILED TO PROVIDE WRITTEN NOTIFICATION THAT REPORTED PRICE TO CUSTOMER WAS AN AVERAGE PRICE OF TRADES
REPORTED TO ACT.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

08/28/1998 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 12,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. CMS980076 AWC. ON AUGUST 28, 1998, NEEDHAM & COMPANY, INC (NEED)WAS NOTIFIED THAT
THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT (AWC) IT SUBMITTED WAS ACCEPTED BY NASD REGULATION, INC DEPARTMENT OF ENFORCE AND
THE NATIONAL ADJUDICATORY COUNCIL. THE AWC ALLEGES THAT THE FOLLOWING VIOLATIONS OCCURED: NEED FAILED TO CONTEMPORANEOUSLY
EXECUTE FIVE CUSTOMER LIMIT ORDERS AFTER EXECUTING TRANSACTIONS FOR ITS OWN MARKET MAKING ACCOUNT AT PRICES EQUAL TO OR BETTER
THAT EACH SUCH CUSTOMER LIMIT ORDER. THIS CONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OF NASD CONDUCT RULE 211O AND
IM-2110-2. NEED FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST INTER DEALER MARKET AND FAILED TO BUY OR SELL IN SUCH
MARKET SO THAT THE RESULTANT PRICE TO THE CUSTOMER WAS AS FAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS IN TEN
INSTANCES. THIS CONDUCT CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OD NASD CONDUCT RULES 2110 AND 2320. ON SIX OCCASIONS
WHEN IT ACTED AS PRINCIAPL FOR ITS OWN ACCOUNT, NEED FAILED TO PROVIDE WRITTEN NOTIFICATION TO THE CUSTOMER THAT THE PRICE TO
THE CUSTOMER WAS AN AVERGAE OF THE TRADE PRICES REPORTED BY NEED TO ACT. THIS CONDUCT CONSTITUTES SEPARATE AND DISTINCT
VIOLATIONS OF SEC RULE 10B-10. NEED FAILED TO ESTABLISH, MAINTAIN AND ENFORCE WRITTEN SUPERVISORY PROCEDURES REASONABLY
DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND REGULATIONS,AND WITH THE RULES OF THE ASSOCIATION
REGARDING TRADE REPORTING, SEC ORDER EXECUTION RULES, BEST EXECUTION, ANTI-COMPETITIVE PRACTICES AND SOES. THIS CONDUCT
CONSTITUTES A VIOLATION OF NASD CONDUCT RULES 2110 AND 3010. NEED WAS CENSURED AND FINED $12,000. NEED WILL ALSO PROVIDE
RESTITUTION PLUS INTEREST TO THOSE CUSTOMERS WHO DID NOT RECEIVE BEST EXECUTION.****** $12,000 PAID ON 10/21/98, INVOICE NO. 98-
MS-797 ***

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
SECURITIES AND EXCHANGE COMMISSION

2. Principal Sanction:
Cease and Desist
Other Sanctions:
IMPOSED FINE OF $700,000

3. Date Initiated (MM/DD/YYYY):

07/01/2003 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
FILE NO. 3-11603

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
NEEDHAM WAS ALLEGED TO HAVE VIOLATED SECTION 17(B) OF THE SECURITIES ACT BY RECEIVING PAYMENTS FROM UNDERWRITERS FOR PUBLISHING
RESEARCH REPORTS ON FOUR OCCASIONS DURING 1999, 2000 AND 2001 THAT DESCRIBED CERTAIN SECURITIES WITHOUT DISCLOSING SUCH
RECEIPT OR THE AMOUNTS OF SUCH PAYMENTS AND SECTION 17(A)(1) AND RULE 17A-4 OF THE SECURITIES EXCHANGE ACT BY FAILING TO PRESERVE
BUSINESS-RELATED INTERNAL E-MAIL FOR THREE YEARS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Order

11. Resolution Date (MM/DD/YYYY):

09/08/2004 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 700,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
NEEDHAM AGREED TO A THE ENTRY OF AN ORDER PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(B)(4) AND 21C OF
THE SECURITIES EXCHANGE ACT OF 1934 UNDER WHICH IT WAS FOUND TO HAVE WILLFULLY VIOLATED SECTION 17(B) OF THE SECURITIES ACT BY
RECEIVING PAYMENTS FROM UNDERWRITERS FOR PUBLISHING RESEARCH REPORTS ON FOUR OCCASIONS DURING 1999, 2000 AND 2001 THAT
DESCRIBED CERTAIN SECURITIES WITHOUT DISCLOSING SUCH RECEIPT OR THE AMOUNTS OF SUCH PAYMENTS AND SECTION 17(A)(1) AND RULE 17A-
4 OF THE SECURITIES EXCHANGE ACT BY FAILING TO PRESERVE BUSINESS-RELATED INTERNAL E-MAIL FOR THREE YEARS.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
OR
11.E., 11.F. or 11.G. of Form ADV.

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:
Other
Other Sanctions:
AWC

3. Date Initiated (MM/DD/YYYY):

02/06/2004 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
AWC 20042000194-01
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
FROM NOVEMBER 10 THROUGH NOVEMBER 21, 2003 THE FIRM TRANSMITTED TO OATS 11 REPORTS THAT CONTAINED INACCURATE, INCOMPLETE, OR
IMPROPERLY FORMATTED DATA. THE FIRM ALSO FAILED ON 10 OCCASIONS TO PROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS ITS
CORRECT CAPACITY FOR THE TRANSACTION

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

10/31/2005 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 8,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

2. Principal Sanction:
Censure
Other Sanctions:
FINE $7,500

3. Date Initiated (MM/DD/YYYY):

05/03/2005 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
EXAM NO. 20050009820-01

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE FIRM REPORTED TO OATS 50 EXECUTION REPORTS THAT CONTAINED INACCURATE, INCOMPLETE, OR IMPROPERLY FORMATTED DATA. IN 63
INSTANCES WHEN THE FIRM ACTED AS PRINCIPAL FOR ITS OWN ACCOUNT, THE FIRM FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS
CUSTOMERS THAT IT WAS A MARKET MAKER IN EACH SECURITY. THE FIRM FAILED IN 28 INSTANCES TO PROVIDE WITTEN NOTIFICATION DISCLOSING
TO ITS CUSTOMER ITS CORRECT CAPACITY IN THE TRANSACTION. THE FIRM FAILED IN 11 INSTANCES TO PROVIDE WRITTEN NOTIFICATION
DISCLOSING TO ITS CUSTOMER THAT THE TRANSACTION WAS EXECUTED AT AN AVERAGE PRICE.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

06/25/2007 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 7,500.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
LETTER OF AWC NO 20050009820-01.ON JUNE 26,2007, NEEDHAM & COMPANY,LLC WAS NOTIFIED THAT THE AWC IT SUBMITTED WAS ACCEPTED BY
NASD REGULATION INC DEPT OF ENFORCEMENT AND THE NATIONAL ADJUDICATORY COUNCIL. THE AWC ALLEGES THAT THE FOLLOWING VIOLAIONS
OCCURED: NEED REPORTED TO OATS 50 EXECUTION REPORTS THAT CONTAINED INACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA. NEED
SUBMITTED INCORRECT CAPACITY, EXCEPTION AND MEMBER TYPE CODES, ACCOUNT TYPE CODES, CANCELLATION TIMES AND CANCEL/REPLACE
AMOUNTS. NEED ALSO SUBMITTED ACT REPORTS THAT FAILED TO MATCH OR LINK IN OATS. THE ABOVE CONSTITUTES SEPARATE AND DISTINCT
VIOLATIONS OF NASD RULE 6955(A). IN 63 INSTANCES WHEN NEED ACTED AS PRINCIPAL FOR ITS OWN ACCOUNT, THE FIRM FAILED TO PROVIDE
WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMER THAT IT WAS A MARKET MAKER AND ALSO FAILED IN 28 INSTANCES TO PROVIDE
NTOIFICATION DISCLOSING ITS CORRECT CAPACITY. NEED FAILED IN 11 INSTANCES TO PROVIDE WRITTEN NOTIFICATION TO CUSTOMER THAT THE
TRANSACTION WAS EXECUTED AT AN AVERAGE PRICE. THIS CONSTITUTES SEPARATE AND DISTINCT VIOLATION OF SEC RULE 10B-10. THE FIRM WAS
CENSURED AND FINED $7,500.

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
FINANCIAL INDUSTRY REGULATORY AUTHORITY

2. Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:
CENSURE

3. Date Initiated (MM/DD/YYYY):

12/18/2007 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
20060067550-01

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, NEEDHAM CONSENTED TO THE ENTRY OF FINDINGS THAT THE FIRMS ADVERTISED VOLUME IN
THREE SECURITIES FOR ONE MONTH EXCEEDED ITS EXECUTED VOLUME IN THE SAME SECURITIES, AND THAT THE FIRM FAILED ADEQUATELY TO
SUPERVISE ITS ACTIVITIES IN MAKING SUCH ADVERTISEMENTS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

12/18/2007 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 200,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
FINRA

2. Principal Sanction:
Censure
Other Sanctions:
FINE

3. Date Initiated (MM/DD/YYYY):

12/11/2014 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
2013037818301

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
No Product
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND THE ENTRY OF FINDINGS THAT IT FAILED TO ADOPT
AND IMPLEMENT ADEQUATE WRITTEN SUPERVISORY PROCEDURES (WSPS) GOVERNING ANALYST INVOLVEMENT IN INVESTMENT BANKING
SOLICITATIONS AND OFFERS OF FAVORABLE RESEARCH. THE FINDINGS STATED THAT THE FIRM ALLOWED ITS EQUITY RESEARCH ANALYST TO
PARTICIPATE IN EFFORTS TO SOLICIT THE FIRM'S PARTICIPATION IN A PROPOSED INITIAL PUBLIC OFFERING BY A COMPANY AND THAT THE FIRM'S
RESEARCH ANALYST'S AND INVESTMENT BANKERS' PRESENTATIONS TO THE COMPANY IN CONNECTION WITH ITS EFFORTS EXPRESSED POSITIVE
VIEWS AND OTHER STATEMENTS THAT IMPLIED FAVORABLE RESEARCH COVERAGE. THE COMPANY DID NOT PROCEED WITH THE OFFERING. THE FIRM
ALSO FAILED TO ADOPT AND IMPLEMENT WSPS REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH NASD RULE 2711. THE FINDINGS INCLUDED
THAT THE FIRM OMITTED NUMEROUS REQUIRED DISCLOSURES FROM RESEARCH REPORTS OR FAILED TO DIRECT READERS IN A CLEAR MANNER TO
REQUIRED DISCLOSURES. THE FIRM SAMPLED RESEARCH REPORTS MONTHLY TO DETERMINE WHETHER THE REPORTS CONTAINED ALL OF THE
DISCLOSURES REQUIRED BY NASD RULE 2711(H). HOWEVER, FINRA DETERMINED THAT THE SIZE OF THE REVIEW WAS NOT REASONABLY DESIGNED TO
ENSURE COMPLIANCE WITH RULE 2711(H) DISCLOSURE REQUIREMENTS.

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

12/11/2014 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 2,500,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
THE FIRM WAS CENSURED AND FINED $2,500,000.00

Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.

Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.

PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)

You and one or more of your
advisory affiliates
One or more of your
advisory affiliates

ADV DRP - ADVISORY AFFILIATE

No Information Filed

This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:

Yes No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
THE NASDAQ STOCK MARKET LLC

2. Principal Sanction:
Censure
Other Sanctions:
FINE IN THE AMOUNT OF $20,000.

3. Date Initiated (MM/DD/YYYY):

03/04/2020 Exact Explanation
If not exact, provide explanation:

4. Docket/Case Number:
NO. 2020.01.0096

5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):

6. Principal Product Type:
Equity - OTC
Other Product Types:

7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
DURING THE PERIOD JULY 1, 2019 THROUGH APRIL 6, 2020 (THE "REVIEW PERIOD"), THE FIRM VIOLATED NASDAQ RULE 4613(A), AND DURING THE
PERIOD JULY 1, 2019 THROUGH MARCH 24, 2021 (THE "SUPERVISORY REVIEW PERIOD"), THE FIRM VIOLATED NASDAQ RULES 3010 AND 2010A (FOR
CONDUCT BEFORE DECEMBER 6, 2019), AND NASDAQ RULES GENERAL 9, SECTION 20 AND GENERAL 9, SECTION 1(A) (FOR CONDUCT ON OR AFTER
DECEMBER 6, 2019).

8. Current Status? Pending On Appeal Final

9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)

11. Resolution Date (MM/DD/YYYY):

04/12/2021 Exact Explanation
If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine Amount: $ 20,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension

B. Other Sanctions Ordered:

Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
THE FIRM CONSENTS TO THE IMPOSITION OF THE FOLLOWING SANCTIONS: 1. A CENSURE; 2. A FINE IN THE AMOUNT OF $20,000 (COMPRISED
OF $12,500 FOR THE VIOLATIONS OF NASDAQ RULE 4613(A) AND $7,500 FOR THE VIOLATIONS OF NASDAQ RULES 2010A, 3010, GENERAL 9,
SECTION 20 AND GENERAL 9, SECTION 1(A)).

13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
DURING THE REVIEW PERIOD, THE FIRM IN 121 INSTANCES3 FAILED TO MAINTAIN A CONTINUOUS TWO-SIDED TRADING INTEREST DURING REGULAR
MARKET HOURS AT PRICES WITHIN CERTAIN PERCENTAGES AWAY FROM THE NBBO. IN ALL 121 INSTANCES, THE FIRM FAILED TO MAINTAIN A QUOTE
FOR THE ENTIRE MARKET HOURS. THE VIOLATIONS OCCURRED BECAUSE THE FIRM FAILED TO TAKE A NECESSARY STEP WHEN ADDING NEW
SECURITIES TO ITS VENDOR'S ORDER MANAGEMENT SYSTEM. THE FIRM'S FAILURE TO TAKE THIS STEP RESULTED IN THE VENDOR NOT MAINTAINING
QUOTES BY THE FIRM IN THE SECURITIES IN WHICH IT WAS REGISTERED AS A MARKET MAKER. THE CONDUCT DESCRIBED IN THIS PARAGRAPH
CONSTITUTES SEPARATE AND DISTINCT VIOLATIONS OF NASDAQ RULE 4613(A). DURING THE SUPERVISORY REVIEW PERIOD, THE FIRM'S SUPERVISORY
SYSTEM WAS NOT REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH NASDAQ QUOTING OBLIGATIONS. SPECIFICALLY, UNTIL APRIL 4, 2020, THE
FIRM'S WRITTEN SUPERVISORY PROCEDURES DID NOT ADDRESS THE SUPERVISORY STEPS AND REVIEWS TO BE TAKEN BY THE APPROPRIATE
SUPERVISOR AND THE FIRM USED A DEFICIENT REPORT TO CONDUCT ITS SUPERVISORY REVIEWS. FOR THE REMAINDER OF THE SUPERVISORY REVIEW
PERIOD, THE FIRM'S WRITTEN SUPERVISORY PROCEDURES DID NOT SUFFICIENTLY DESCRIBE THE SUPERVISORY STEPS AND REVIEWS TO BE TAKEN BY
THE APPROPRIATE SUPERVISOR OR HOW SUCH REVIEWS SHALL BE DOCUMENTED. THE CONDUCT DESCRIBED IN THIS PARAGRAPH CONSTITUTES A
VIOLATION OF NASDAQ RULES 2010A AND 3010 (BEFORE DECEMBER 6, 2019), AND NASDAQ RULES GENERAL 9, SECTION 20 AND GENERAL 9,SECTION
1(A) (ON OR AFTER DECEMBER 6, 2019).

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)

No Information Filed

Part 2
Exemption from brochure delivery requirements for SEC-registered advisers

SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a
brochure to all of your advisory clients, you do not have to prepare a brochure.
Yes No
Are you exempt from delivering a brochure to all of your clients under these rules?

If no, complete the ADV Part 2 filing below.

Amend, retire or file new brochures:

Brochure ID Brochure Name Brochure Type(s)
411327 NEEDHAM & COMPANY, LLC FORM ADV Other institutional, Private funds or pools, Other
PART 2A BROCHURE - MARCH 2026

Part 3

CRS Type(s) Affiliate Info Retire

Dual

Execution Pages
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.

Appointment of Agent for Service of Process

By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the
state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to
receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand
for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state
action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or
arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b)
is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939,
the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state
in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.

Signature

I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under
penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other
information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having
custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature: Date: MM/DD/YYYY
SALVATORE MERLINO 03/19/2026
Printed Name: Title:
SALVATORE MERLINO MANAGING DIRECTOR, CHIEF COMPLIANCE OFFICER
Adviser CRD Number:
16360

NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.

1. Appointment of Agent for Service of Process

By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or
other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such
persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or
papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or
arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any
activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly,
upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of
1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a
notice filing.

2. Appointment and Consent: Effect on Partnerships

If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws
from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this
irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.

3. Non-Resident Investment Adviser Undertaking Regarding Books and Records

By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in
Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission,
correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940.
This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of
attorney or any of your general partners and managing agents.

Signature

I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both
certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits
and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

Signature: Date: MM/DD/YYYY
Printed Name: Title:
Adviser CRD Number:
16360