A public offering that is judged to be a primary offering, though the issuer sells the securities issued in a secondary offering. This situation arises when an issuer sells a disproportionately large (relative to the issuer’s pre-transaction public float) amount of securities in a secondary offering. In which case, the exchange regulatory authority may consider the offering, in fact, a primary offering, where the security holders, offering their holdings for sale, are deemed to be acting as “underwriters” that are selling their securities on the issuer’s behalf.

There are multiple factors that are usually assessed in making a determination as to whether an offering is a primary offering or a secondary offering, including: the amount of securities sold, the holding period of the securities being sold, the relationship between the selling security holders and the issuer and whether a selling security holder is in the business of underwriting securities, etc.