80_FR_13976 80 FR 13925 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide a Limited Price Guarantee to Certain Companies That Switch Their Listing to Nasdaq From Another Exchange

80 FR 13925 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide a Limited Price Guarantee to Certain Companies That Switch Their Listing to Nasdaq From Another Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 51 (March 17, 2015)

Page Range13925-13927
FR Document2015-06015

Federal Register, Volume 80 Issue 51 (Tuesday, March 17, 2015)
[Federal Register Volume 80, Number 51 (Tuesday, March 17, 2015)]
[Notices]
[Pages 13925-13927]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-06015]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74472; File No. SR-NASDAQ-2015-017]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Provide a Limited Price Guarantee to Certain Companies That Switch 
Their Listing to Nasdaq From Another Exchange

March 11, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\, and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on February 25, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq proposes to provide a limited price guarantee to certain 
companies that switch their listing to Nasdaq from another securities 
exchange. The text of the proposed rule change is available on the 
Exchange's Web site at http://nasdaq.cchwallstreet.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq recently adopted an all-inclusive annual listing fee, which 
simplifies billing and provides transparency and certainty to companies 
as to the annual cost of listing.\3\ This new fee structure was 
designed, primarily, to address customer complaints about the number 
and in some cases the variable nature of certain of Nasdaq's listing 
fees. It also provides benefits to Nasdaq, including eliminating the 
multiple invoices that were sent to a company each year and providing 
more certainty as to revenue.\4\
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 73647 (November 19, 
2014), 79 FR 70232 (November 25, 2014) (approving SR-NASDAQ-2014-
087).
    \4\ Id.
---------------------------------------------------------------------------

    While this new fee structure will become operative for all listed 
companies in 2018, currently listed companies were allowed to elect to 
be subject to the all-inclusive annual listing fee effective January 1, 
2015, and were provided certain incentives to do so.\5\ In addition, 
because they may have made their listing decision based on Nasdaq's 
prior fee schedule, any company that applied to list on Nasdaq prior to 
January 1, 2015, and lists after that date, is also provided an

[[Page 13926]]

accommodation: Until December 31, 2017, such a company will be billed 
the all-inclusive annual fee based on the lower of its then-current 
total shares outstanding or the total shares outstanding reflected in 
information held by Nasdaq as of the date of listing. As such, 
regardless of any increase in shares outstanding, the tier upon which 
the all-inclusive annual fee is based for such companies will not 
increase until at least January 1, 2018.\6\ Companies have reacted 
favorably to the new fee program and these incentives.
---------------------------------------------------------------------------

    \5\ See IM-5910-1(b)(1) and IM-5920-1(b)(1).
    \6\ IM-5910-1(b)(2) and IM-5910-2(b)(2).
---------------------------------------------------------------------------

    Nasdaq now proposes to offer certain other newly listing companies 
the same incentive provided to any company that applied to list on 
Nasdaq prior to January 1, 2015. Specifically, Rules 5910(a)(7) and 
5920(a)(7) currently waive entry fees upon listing on Nasdaq for a 
company that switches from another national securities exchange 
(including if it is currently dually listed on such exchange) and when 
an unlisted company acquires a company listed on another national 
securities exchange and lists on Nasdaq in connection with the 
transaction.\7\ In order to better compete for these listings, Nasdaq 
proposes to charge them based on the lower of their shares outstanding 
as of the date of listing or at the time of billing until January 1, 
2018. This will provide certainty to the companies as to their fee 
until at least 2018 and provides an incentive for a company to switch 
its listing to Nasdaq sooner than it might otherwise, before issuing 
additional shares that would result in the company being in a higher 
fee tier and paying a higher annual fee. Nasdaq believes that this 
proposed change will enhance the ability of Nasdaq to compete for these 
listings and may ultimately benefit all issuers and investors.\8\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 51004 (January 10, 
2005), 70 FR 2917 (January 18, 2005) (approving SR-NASDAQ-2004-140); 
Securities Exchange Act Release No. 55202 (January 30, 2007), 72 FR 
6017 (February 8, 2007) (approving SR-NASDAQ-2006-040).
    \8\ See Release No. 51004, 70 FR at 2917 (expressing the 
Commission's belief that the adoption of the waivers now codified in 
Rules 5910(a)(7)(i) and (ii) and 5920(a)(7) (i) and (ii) ``may 
ultimately benefit issuers and investors because competition among 
listing markets has the potential to enhance the quality of services 
that listing markets provide.'').
---------------------------------------------------------------------------

    Nasdaq notes that few companies qualify for the waivers in Rule 
5910(a)(7) and 5920(a)(7). In addition, it is Nasdaq's experience that 
a company will typically do an extensive review of Nasdaq's 
requirements before switching to Nasdaq, and therefore companies 
present few regulatory issues during the first few years after 
switching. As such, while the incentive may be meaningful to individual 
companies considering whether, and when, to switch their listing, 
Nasdaq does not believe that these incentives, in the aggregate, will 
have any adverse impact on the availability of funds for its regulatory 
programs.\9\
---------------------------------------------------------------------------

    \9\ The proposed rule change will also modify existing rule 
language to reflect the expiration of the January 1, 2015 deadline 
for listed companies to opt in to the all-inclusive fee for 2016.
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\10\ in general and with 
Sections 6(b)(4) and (5) of the Act,\11\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among its members, issuers and other persons using its 
facilities, and does not unfairly discriminate between customers, 
issuers, brokers or dealers.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f.
    \11\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    As a preliminary matter, Nasdaq competes for listings with other 
national securities exchanges and companies can easily choose to list 
on, or transfer to, those alternative venues.\12\ As a result, Nasdaq 
must carefully tailor its fees and incentives to compete with other 
listing venues and Nasdaq cannot charge prices in a manner that would 
be unreasonable, inequitable or unfairly discriminatory.
---------------------------------------------------------------------------

    \12\ The Justice Department noted the intense competitive 
environment for exchange listings. See ``NASDAQ OMX Group Inc. and 
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition of 
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16, 
2011), available at http://www.justice.gov/atr/public/press_releases/2011/271214.htm.
---------------------------------------------------------------------------

    Nasdaq also believes that the proposed incentives are reasonable 
and not unfairly discriminatory. These incentives would be provided to 
a category of companies aligned with another exchange and for which 
Nasdaq must therefore compete aggressively to have them transfer their 
listing. Moreover, attracting significant companies to switch listing 
venues to Nasdaq promotes the Exchange's image, which benefits all 
companies listed on Nasdaq. For these reasons, Nasdaq has already 
determined to waive entry fees for these companies and selecting only 
these companies for the proposed incentive is not an unfairly 
discriminatory basis to distinguish among companies.
    Finally, Nasdaq believes that the proposed fees are consistent with 
the investor protection objectives of Section 6(b)(5) of the Act \13\ 
in that they are designed to promote just and equitable principles of 
trade, to remove impediments to a free and open market and national 
market system, and in general to protect investors and the public 
interest. Specifically, the proposed change will not impact the 
resources available for Nasdaq's listing compliance program, which 
helps to assure that listing standards are properly enforced and 
investors are protected.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended. The market for 
listing services is extremely competitive and listed companies may 
freely choose alternative venues based on the aggregate fees assessed, 
and the value provided by each listing. This rule proposal does not 
burden competition with other listing venues, which are similarly free 
to set their fees. Further, Nasdaq believes the proposed change 
reflects the existing competition between listing venues and will 
further enhance such competition.\14\ For these reasons, Nasdaq does 
not believe that the proposed rule change will result in any burden on 
competition for listings.
---------------------------------------------------------------------------

    \14\ See footnote 8, supra.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\15\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

[[Page 13927]]

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2015-017 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2015-017. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2015-017, and should 
be submitted on or before April 7, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-06015 Filed 3-16-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices                                                 13925

                                                  interruption. The Commission believes                   proposed rule change between the                      I. Self-Regulatory Organization’s
                                                  that waiving the 30-day operative delay                 Commission and any person, other than                 Statement of the Terms of the Substance
                                                  is consistent with the protection of                    those that may be withheld from the                   of the Proposed Rule Change
                                                  investors and the public interest.17 The                public in accordance with the                            Nasdaq proposes to provide a limited
                                                  Commission notes that waiving the 30-                   provisions of 5 U.S.C. 552, will be                   price guarantee to certain companies
                                                  day operative delay would prevent the                   available for Web site viewing and                    that switch their listing to Nasdaq from
                                                  expiration of the Pilot Program prior to                printing in the Commission’s Public                   another securities exchange. The text of
                                                  the extension of the pilot program                      Reference Room, 100 F Street NE.,                     the proposed rule change is available on
                                                  becoming operative. Therefore, the                      Washington, DC 20549, on official                     the Exchange’s Web site at http://
                                                  Commission hereby waives the 30-day                     business days between the hours of                    nasdaq.cchwallstreet.com, at the
                                                  operative delay and designates the                      10:00 a.m. and 3:00 p.m. Copies of the                principal office of the Exchange, and at
                                                  proposal operative upon filing.                         filing also will be available for                     the Commission’s Public Reference
                                                     At any time within 60 days of the                    inspection and copying at the principal               Room.
                                                  filing of the proposed rule change, the                 office of the Exchange. All comments
                                                  Commission summarily may                                                                                      II. Self-Regulatory Organization’s
                                                                                                          received will be posted without change;               Statement of the Purpose of, and
                                                  temporarily suspend such rule change if                 the Commission does not edit personal
                                                  it appears to the Commission that such                                                                        Statutory Basis for, the Proposed Rule
                                                                                                          identifying information from                          Change
                                                  action is: (i) Necessary or appropriate in
                                                                                                          submissions. You should submit only
                                                  the public interest; (ii) for the protection                                                                     In its filing with the Commission, the
                                                                                                          information that you wish to make                     Exchange included statements
                                                  of investors; or (iii) otherwise in
                                                  furtherance of the purposes of the Act.                 available publicly. All submissions                   concerning the purpose of and basis for
                                                  If the Commission takes such action, the                should refer to File Number SR–Phlx–                  the proposed rule change and discussed
                                                  Commission shall institute proceedings                  2015–22 and should be submitted on or                 any comments it received on the
                                                  to determine whether the proposed rule                  before April 7, 2015.                                 proposed rule change. The text of these
                                                  should be approved or disapproved.                        For the Commission, by the Division of              statements may be examined at the
                                                                                                          Trading and Markets, pursuant to delegated            places specified in Item IV below. The
                                                  IV. Solicitation of Comments                                                                                  Exchange has prepared summaries, set
                                                                                                          authority.18
                                                    Interested persons are invited to                     Brent J. Fields,                                      forth in sections A, B, and C below, of
                                                  submit written data, views, and                                                                               the most significant aspects of such
                                                                                                          Secretary.
                                                  arguments concerning the foregoing,                                                                           statements.
                                                                                                          [FR Doc. 2015–06011 Filed 3–16–15; 8:45 am]
                                                  including whether the proposed rule                                                                           A. Self-Regulatory Organization’s
                                                  change is consistent with the Act.                      BILLING CODE 8011–01–P
                                                                                                                                                                Statement of the Purpose of, and
                                                  Comments may be submitted by any of                                                                           Statutory Basis for, the Proposed Rule
                                                  the following methods:                                                                                        Change
                                                                                                          SECURITIES AND EXCHANGE
                                                  Electronic Comments                                     COMMISSION                                            1. Purpose
                                                    • Use the Commission’s Internet                                                                                Nasdaq recently adopted an all-
                                                  comment form (http://www.sec.gov/                       [Release No. 34–74472; File No. SR–                   inclusive annual listing fee, which
                                                  rules/sro.shtml); or                                    NASDAQ–2015–017]                                      simplifies billing and provides
                                                    • Send an email to rule-comments@                                                                           transparency and certainty to companies
                                                  sec.gov. Please include File Number SR–                 Self-Regulatory Organizations; The                    as to the annual cost of listing.3 This
                                                  Phlx–2015–22 on the subject line.                       NASDAQ Stock Market LLC; Notice of                    new fee structure was designed,
                                                                                                          Filing and Immediate Effectiveness of                 primarily, to address customer
                                                  Paper Comments
                                                                                                          Proposed Rule Change To Provide a                     complaints about the number and in
                                                    • Send paper comments in triplicate                   Limited Price Guarantee to Certain                    some cases the variable nature of certain
                                                  to Secretary, Securities and Exchange                   Companies That Switch Their Listing                   of Nasdaq’s listing fees. It also provides
                                                  Commission, 100 F Street NE.,                           to Nasdaq From Another Exchange                       benefits to Nasdaq, including
                                                  Washington, DC 20549–1090.                                                                                    eliminating the multiple invoices that
                                                  All submissions should refer to File                    March 11, 2015.
                                                                                                                                                                were sent to a company each year and
                                                  Number SR–Phlx–2015–22. This file                          Pursuant to Section 19(b)(1) of the                providing more certainty as to revenue.4
                                                  number should be included on the                        Securities Exchange Act of 1934                          While this new fee structure will
                                                  subject line if email is used. To help the              (‘‘Act’’) 1, and Rule 19b–4 thereunder,2              become operative for all listed
                                                  Commission process and review your                      notice is hereby given that, on February              companies in 2018, currently listed
                                                  comments more efficiently, please use                   25, 2015, The NASDAQ Stock Market                     companies were allowed to elect to be
                                                  only one method. The Commission will                    LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed                subject to the all-inclusive annual
                                                  post all comments on the Commission’s                   with the Securities and Exchange                      listing fee effective January 1, 2015, and
                                                  Internet Web site (http://www.sec.gov/                  Commission (‘‘SEC’’ or ‘‘Commission’’)                were provided certain incentives to do
                                                  rules/sro.shtml). Copies of the                         the proposed rule change as described                 so.5 In addition, because they may have
                                                  submission, all subsequent                              in Items I, II, and III below, which Items            made their listing decision based on
                                                  amendments, all written statements                      have been prepared by the Exchange.                   Nasdaq’s prior fee schedule, any
                                                  with respect to the proposed rule                                                                             company that applied to list on Nasdaq
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                          The Commission is publishing this
                                                  change that are filed with the                          notice to solicit comments on the                     prior to January 1, 2015, and lists after
                                                  Commission, and all written                             proposed rule change from interested                  that date, is also provided an
                                                  communications relating to the                          persons.                                                3 Securities Exchange Act Release No. 73647

                                                    17 Forpurposes only of waiving the 30-day                                                                   (November 19, 2014), 79 FR 70232 (November 25,
                                                                                                            18 17 CFR 200.30–3(a)(12).                          2014) (approving SR–NASDAQ–2014–087).
                                                  operative delay, the Commission has considered the
                                                                                                            1 15 U.S.C. 78s(b)(1).                                4 Id.
                                                  proposed rule’s impact on efficiency, competition,
                                                  and capital formation. See 15 U.S.C. 78c(f).              2 17 CFR 240.19b–4.                                   5 See IM–5910–1(b)(1) and IM–5920–1(b)(1).




                                             VerDate Sep<11>2014   18:09 Mar 16, 2015   Jkt 235001   PO 00000   Frm 00104   Fmt 4703   Sfmt 4703   E:\FR\FM\17MRN1.SGM   17MRN1


                                                  13926                           Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices

                                                  accommodation: Until December 31,                          first few years after switching. As such,                 6(b)(5) of the Act 13 in that they are
                                                  2017, such a company will be billed the                    while the incentive may be meaningful                     designed to promote just and equitable
                                                  all-inclusive annual fee based on the                      to individual companies considering                       principles of trade, to remove
                                                  lower of its then-current total shares                     whether, and when, to switch their                        impediments to a free and open market
                                                  outstanding or the total shares                            listing, Nasdaq does not believe that                     and national market system, and in
                                                  outstanding reflected in information                       these incentives, in the aggregate, will                  general to protect investors and the
                                                  held by Nasdaq as of the date of listing.                  have any adverse impact on the                            public interest. Specifically, the
                                                  As such, regardless of any increase in                     availability of funds for its regulatory                  proposed change will not impact the
                                                  shares outstanding, the tier upon which                    programs.9                                                resources available for Nasdaq’s listing
                                                  the all-inclusive annual fee is based for                                                                            compliance program, which helps to
                                                                                                             2. Statutory Basis
                                                  such companies will not increase until                                                                               assure that listing standards are
                                                  at least January 1, 2018.6 Companies                         Nasdaq believes that the proposed                       properly enforced and investors are
                                                  have reacted favorably to the new fee                      rule change is consistent with the                        protected.
                                                  program and these incentives.                              provisions of Section 6 of the Act,10 in
                                                     Nasdaq now proposes to offer certain                                                                              B. Self-Regulatory Organization’s
                                                                                                             general and with Sections 6(b)(4) and (5)
                                                  other newly listing companies the same                                                                               Statement on Burden on Competition
                                                                                                             of the Act,11 in particular, in that it
                                                  incentive provided to any company that                     provides for the equitable allocation of                    Nasdaq does not believe that the
                                                  applied to list on Nasdaq prior to                         reasonable dues, fees, and other charges                  proposed rule change will result in any
                                                  January 1, 2015. Specifically, Rules                       among its members, issuers and other                      burden on competition that is not
                                                  5910(a)(7) and 5920(a)(7) currently                        persons using its facilities, and does not                necessary or appropriate in furtherance
                                                  waive entry fees upon listing on Nasdaq                    unfairly discriminate between                             of the purposes of the Act, as amended.
                                                  for a company that switches from                           customers, issuers, brokers or dealers.                   The market for listing services is
                                                  another national securities exchange                         As a preliminary matter, Nasdaq                         extremely competitive and listed
                                                  (including if it is currently dually listed                competes for listings with other national                 companies may freely choose alternative
                                                  on such exchange) and when an                              securities exchanges and companies can                    venues based on the aggregate fees
                                                  unlisted company acquires a company                        easily choose to list on, or transfer to,                 assessed, and the value provided by
                                                  listed on another national securities                      those alternative venues.12 As a result,                  each listing. This rule proposal does not
                                                  exchange and lists on Nasdaq in                            Nasdaq must carefully tailor its fees and                 burden competition with other listing
                                                  connection with the transaction.7 In                       incentives to compete with other listing                  venues, which are similarly free to set
                                                  order to better compete for these                          venues and Nasdaq cannot charge prices                    their fees. Further, Nasdaq believes the
                                                  listings, Nasdaq proposes to charge                        in a manner that would be                                 proposed change reflects the existing
                                                  them based on the lower of their shares                    unreasonable, inequitable or unfairly                     competition between listing venues and
                                                  outstanding as of the date of listing or                   discriminatory.                                           will further enhance such
                                                  at the time of billing until January 1,                      Nasdaq also believes that the                           competition.14 For these reasons,
                                                  2018. This will provide certainty to the                   proposed incentives are reasonable and                    Nasdaq does not believe that the
                                                  companies as to their fee until at least                   not unfairly discriminatory. These                        proposed rule change will result in any
                                                  2018 and provides an incentive for a                       incentives would be provided to a                         burden on competition for listings.
                                                  company to switch its listing to Nasdaq                    category of companies aligned with
                                                  sooner than it might otherwise, before                                                                               C. Self-Regulatory Organization’s
                                                                                                             another exchange and for which Nasdaq                     Statement on Comments on the
                                                  issuing additional shares that would                       must therefore compete aggressively to
                                                  result in the company being in a higher                                                                              Proposed Rule Change Received From
                                                                                                             have them transfer their listing.                         Members, Participants, or Others
                                                  fee tier and paying a higher annual fee.                   Moreover, attracting significant
                                                  Nasdaq believes that this proposed                         companies to switch listing venues to                       No written comments were either
                                                  change will enhance the ability of                         Nasdaq promotes the Exchange’s image,                     solicited or received.
                                                  Nasdaq to compete for these listings and                   which benefits all companies listed on
                                                  may ultimately benefit all issuers and                                                                               III. Date of Effectiveness of the
                                                                                                             Nasdaq. For these reasons, Nasdaq has                     Proposed Rule Change and Timing for
                                                  investors.8                                                already determined to waive entry fees
                                                     Nasdaq notes that few companies                                                                                   Commission Action
                                                                                                             for these companies and selecting only
                                                  qualify for the waivers in Rule                            these companies for the proposed                             The foregoing rule change has become
                                                  5910(a)(7) and 5920(a)(7). In addition, it                 incentive is not an unfairly                              effective pursuant to Section
                                                  is Nasdaq’s experience that a company                      discriminatory basis to distinguish                       19(b)(3)(A)(ii) of the Act.15
                                                  will typically do an extensive review of                   among companies.                                             At any time within 60 days of the
                                                  Nasdaq’s requirements before switching
                                                                                                               Finally, Nasdaq believes that the                       filing of the proposed rule change, the
                                                  to Nasdaq, and therefore companies
                                                                                                             proposed fees are consistent with the                     Commission summarily may
                                                  present few regulatory issues during the
                                                                                                             investor protection objectives of Section                 temporarily suspend such rule change if
                                                    6 IM–5910–1(b)(2)
                                                                                                                                                                       it appears to the Commission that such
                                                                         and IM–5910–2(b)(2).
                                                    7 See  Securities Exchange Act Release No. 51004
                                                                                                                9 The proposed rule change will also modify            action is: (i) Necessary or appropriate in
                                                  (January 10, 2005), 70 FR 2917 (January 18, 2005)          existing rule language to reflect the expiration of the   the public interest; (ii) for the protection
                                                  (approving SR–NASDAQ–2004–140); Securities                 January 1, 2015 deadline for listed companies to opt      of investors; or (iii) otherwise in
                                                  Exchange Act Release No. 55202 (January 30, 2007),         in to the all-inclusive fee for 2016.
                                                                                                                10 15 U.S.C. 78f.
                                                                                                                                                                       furtherance of the purposes of the Act.
                                                  72 FR 6017 (February 8, 2007) (approving SR–
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  NASDAQ–2006–040).                                             11 15 U.S.C. 78f(b)(4) and (5).                        If the Commission takes such action, the
                                                     8 See Release No. 51004, 70 FR at 2917                     12 The Justice Department noted the intense            Commission shall institute proceedings
                                                  (expressing the Commission’s belief that the               competitive environment for exchange listings. See        to determine whether the proposed rule
                                                  adoption of the waivers now codified in Rules              ‘‘NASDAQ OMX Group Inc. and                               should be approved or disapproved.
                                                  5910(a)(7)(i) and (ii) and 5920(a)(7) (i) and (ii) ‘‘may   IntercontinentalExchange Inc. Abandon Their
                                                  ultimately benefit issuers and investors because           Proposed Acquisition of NYSE Euronext After
                                                                                                                                                                        13 15 U.S.C. 78f(b)(5).
                                                  competition among listing markets has the potential        Justice Department Threatens Lawsuit’’ (May 16,
                                                                                                                                                                        14 See footnote 8, supra.
                                                  to enhance the quality of services that listing            2011), available at http://www.justice.gov/atr/
                                                  markets provide.’’).                                       public/press_releases/2011/271214.htm.                     15 15 U.S.C. 78s(b)(3)(A)(ii).




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                                                                                Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices                                                   13927

                                                  IV. Solicitation of Comments                              For the Commission, by the Division of               Office Building, Washington, DC 20503,
                                                                                                          Trading and Markets, pursuant to delegated             or by sending an email to: Shagufta_
                                                    Interested persons are invited to                     authority.16                                           Ahmed@omb.eop.gov; and (ii) Pamela
                                                  submit written data, views, and                         Brent J. Fields,                                       Dyson, Director/Chief Information
                                                  arguments concerning the foregoing,                     Secretary.                                             Officer, Securities and Exchange
                                                  including whether the proposed rule                     [FR Doc. 2015–06015 Filed 3–16–15; 8:45 am]            Commission, c/o Remi Pavlik-Simon,
                                                  change is consistent with the Act.                      BILLING CODE 8011–01–P                                 100 F Street NE., Washington, DC
                                                  Comments may be submitted by any of                                                                            20549, or by sending an email to: PRA_
                                                  the following methods:                                                                                         Mailbox@sec.gov. Comments must be
                                                                                                          SECURITIES AND EXCHANGE                                submitted to OMB within 30 days of
                                                  Electronic Comments                                     COMMISSION                                             this notice.
                                                    • Use the Commission’s Internet                       Submission for OMB Review;
                                                                                                                                                                   Dated: March 10, 2015.
                                                  comment form (http://www.sec.gov/                       Comment Request                                        Brent J. Fields,
                                                  rules/sro.shtml); or                                                                                           Secretary.
                                                                                                          Upon Written Request, Copies Available
                                                    • Send an email to rule-comments@                                                                            [FR Doc. 2015–05983 Filed 3–16–15; 8:45 am]
                                                                                                           From: Securities and Exchange
                                                  sec.gov. Please include File Number SR–                                                                        BILLING CODE 8011–01–P
                                                                                                           Commission, Office of FOIA Services,
                                                  NASDAQ–2015–017 on the subject line.                     100 F Street NE., Washington, DC
                                                  Paper Comments                                           20549–2736.                                           SECURITIES AND EXCHANGE
                                                                                                          Extension:                                             COMMISSION
                                                    • Send paper comments in triplicate                     Rule 24b–1. SEC File No. 270–205; OMB
                                                  to Secretary, Securities and Exchange                                                                          [Release No. 34–74479; File No. SR–MIAX–
                                                                                                              Control No. 3235–0194.                             2015–17]
                                                  Commission, 100 F Street NE.,                              Notice is hereby given that pursuant
                                                  Washington, DC 20549–1090.                              to the Paperwork Reduction Act of 1995                 Self-Regulatory Organizations; Miami
                                                  All submissions should refer to File                    (44 U.S.C. 3501 et seq.), the Securities               International Securities Exchange LLC;
                                                  Number SR–NASDAQ–2015–017. This                         and Exchange Commission                                Notice of Filing and Immediate
                                                  file number should be included on the                   (‘‘Commission’’) has submitted to the                  Effectiveness of a Proposed Rule
                                                  subject line if email is used. To help the              Office of Management and Budget                        Change To Amend Its Fee Schedule
                                                  Commission process and review your                      (‘‘OMB’’) a request for approval of                    March 11, 2015.
                                                  comments more efficiently, please use                   extension of the existing collection of                   Pursuant to the provisions of Section
                                                  only one method. The Commission will                    information provided for in the                        19(b)(1) of the Securities Exchange Act
                                                  post all comments on the Commission’s                   following rule: Rule 24b–1 (17 CFR                     of 1934 (‘‘Act’’),1 and Rule 19b–4
                                                  Internet Web site (http://www.sec.gov/                  240.24b–1).                                            thereunder,2 notice is hereby given that
                                                                                                             Rule 24b–1 under the Securities
                                                  rules/sro.shtml). Copies of the                                                                                on March 2, 2015, Miami International
                                                                                                          Exchange Act of 1934 (15 U.S.C. 78a et                 Securities Exchange LLC (‘‘MIAX’’ or
                                                  submission, all subsequent                              seq.) requires a national securities
                                                  amendments, all written statements                                                                             ‘‘Exchange’’) filed with the Securities
                                                                                                          exchange to keep and make available for                and Exchange Commission
                                                  with respect to the proposed rule                       public inspection a copy of its
                                                  change that are filed with the                                                                                 (‘‘Commission’’) a proposed rule change
                                                                                                          registration statement and exhibits filed              as described in Items I, II, and III below,
                                                  Commission, and all written                             with the Commission, along with any
                                                  communications relating to the                                                                                 which Items have been prepared by the
                                                                                                          amendments thereto.                                    Exchange. The Commission is
                                                  proposed rule change between the                           There are 18 national securities
                                                                                                                                                                 publishing this notice to solicit
                                                  Commission and any person, other than                   exchanges that spend approximately                     comments on the proposed rule change
                                                  those that may be withheld from the                     one half hour each complying with this                 from interested persons.
                                                  public in accordance with the                           rule, for an aggregate total compliance
                                                  provisions of 5 U.S.C. 552, will be                     burden of 9 hours per year. The staff                  I. Self-Regulatory Organization’s
                                                  available for Web site viewing and                      estimates that the average cost per                    Statement of the Terms of the Substance
                                                  printing in the Commission’s Public                     respondent is $65.18 per year,                         of the Proposed Rule Change
                                                  Reference Room, 100 F Street NE.,                       calculated as the costs of copying                        The Exchange is filing a proposal to
                                                  Washington, DC 20549 on official                        ($13.97) plus storage ($51.21), resulting              amend its Fee Schedule.
                                                  business days between the hours of                      in a total cost of compliance for the                     The text of the proposed rule change
                                                  10:00 a.m. and 3:00 p.m. Copies of such                 respondents of $1,173.24.                              is available on the Exchange’s Web site
                                                  filing also will be available for                          An agency may not conduct or                        at http://www.miaxoptions.com/filter/
                                                                                                          sponsor, and a person is not required to               wotitle/rule_filing, at MIAX’s principal
                                                  inspection and copying at the principal
                                                                                                          respond to, a collection of information                office, and at the Commission’s Public
                                                  office of the Exchange. All comments
                                                                                                          under the PRA unless it displays a                     Reference Room.
                                                  received will be posted without change;                 currently valid OMB control number.
                                                  the Commission does not edit personal                      The public may view background                      II. Self-Regulatory Organization’s
                                                  identifying information from                            documentation for this information                     Statement of the Purpose of, and
                                                  submissions. You should submit only                     collection at the following Web site:                  Statutory Basis for, the Proposed Rule
                                                  information that you wish to make                                                                              Change
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                          www.reginfo.gov. Comments should be
                                                  available publicly. All submissions                     directed to: (i) Desk Officer for the                     In its filing with the Commission, the
                                                  should refer to File Number SR–                         Securities and Exchange Commission,                    Exchange included statements
                                                  NASDAQ–2015–017, and should be                          Office of Information and Regulatory                   concerning the purpose of and basis for
                                                  submitted on or before April 7, 2015.                   Affairs, Office of Management and                      the proposed rule change and discussed
                                                                                                          Budget, Room 10102, New Executive
                                                                                                                                                                   1 15   U.S.C. 78s(b)(1).
                                                                                                            16 17   CFR 200.30–3(a)(12).                           2 17   CFR 240.19b–4.



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Document Created: 2015-12-18 12:01:33
Document Modified: 2015-12-18 12:01:33
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 13925 

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