80_FR_42285 80 FR 42149 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend FINRA Rule 6730 (Transaction Reporting) To Require Members To Report Transactions in TRACE-Eligible Securities as Soon as Practicable

80 FR 42149 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend FINRA Rule 6730 (Transaction Reporting) To Require Members To Report Transactions in TRACE-Eligible Securities as Soon as Practicable

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 136 (July 16, 2015)

Page Range42149-42151
FR Document2015-17402

Federal Register, Volume 80 Issue 136 (Thursday, July 16, 2015)
[Federal Register Volume 80, Number 136 (Thursday, July 16, 2015)]
[Notices]
[Pages 42149-42151]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-17402]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75428; File No. SR-FINRA-2015-025]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend 
FINRA Rule 6730 (Transaction Reporting) To Require Members To Report 
Transactions in TRACE-Eligible Securities as Soon as Practicable

July 10, 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 July 2, 2015, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by FINRA. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to codify that members are required to report 
transactions in TRACE-Eligible Securities subject to dissemination as 
soon as practicable.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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
    FINRA Rule 6730 (Transaction Reporting) generally requires that 
each FINRA member that is a Party to a Transaction \3\ in a TRACE-
Eligible Security \4\ report the transaction within 15 minutes of the 
Time of Execution,\5\ unless a different time period for the security 
is otherwise specified in the rule, or the transaction report will be 
deemed ``late.'' Paragraph (a)(4) of Rule 6730 further provides that 
members have an ongoing obligation to report transaction information 
promptly, accurately and completely.\6\
---------------------------------------------------------------------------

    \3\ Rule 6710(e) provides that a ``Party to a Transaction'' is 
an introducing broker-dealer, if any, an executing broker-dealer, or 
a customer. ``Customer'' includes a broker-dealer that is not a 
FINRA member.
    \4\ Rule 6710(a) provides that a ``TRACE-Eligible Security'' is 
a debt security that is United States dollar-denominated and issued 
by a U.S. or foreign private issuer, and, if a ``restricted 
security'' as defined in Securities Act Rule 144(a)(3), sold 
pursuant to Securities Act Rule 144A; or is a debt security that is 
U.S. dollar-denominated and issued or guaranteed by an Agency as 
defined in paragraph (k) or a Government-Sponsored Enterprise as 
defined in paragraph (n). ``TRACE-Eligible Security'' does not 
include a debt security that is: Issued by a foreign sovereign, a 
U.S. Treasury Security as defined in paragraph (p), or a Money 
Market Instrument as defined in paragraph (o).
    \5\ Among other things, Rule 6710(d) provides that the ``Time of 
Execution'' for a transaction in a TRACE-Eligible Security means the 
time when the Parties to a Transaction agree to all of the terms of 
the transaction that are sufficient to calculate the dollar price of 
the trade.
    \6\ While a member may employ an agent for the purpose of 
submitting transaction information, the primary responsibility for 
the timely, accurate and complete reporting of transaction 
information remains the non-delegable duty of the member obligated 
to report the transaction.
---------------------------------------------------------------------------

    FINRA is filing this proposed rule change to codify that members 
are expected to report transactions in TRACE-Eligible Securities that 
are subject to dissemination as soon as practicable following the Time 
of Execution, and must not deliberately delay their reporting.\7\ While 
FINRA provides a time period for members to conduct the necessary 
actions to report transactions, FINRA believes it is important for 
public price transparency that members do not delay reporting executed 
transactions and has conveyed this expectation to members.\8\ FINRA

[[Page 42150]]

now proposes to amend Rule 6730 to provide in the rule text that each 
member that is a Party to a Transaction in a TRACE-Eligible Security 
that is subject to dissemination must report the transaction to TRACE 
as soon as practicable, but no later than within 15 minutes of the Time 
of Execution, or other timeframe specified in Rule 6730. Further, the 
proposed amendment includes new Supplementary Material .03 to provide 
additional guidance around FINRA's expectations regarding the 
timeliness of reports submitted to TRACE. Specifically, new Rule 
6730.03 provides that members must adopt policies and procedures 
reasonably designed to comply with the requirement that transactions in 
TRACE-Eligible Securities that are subject to dissemination be reported 
as soon as practicable by implementing systems that commence the trade 
reporting process at the Time of Execution without delay. In addition, 
where a member has such reasonably designed policies, procedures and 
systems in place, the member generally will not be viewed as violating 
the ``as soon as practicable'' requirement because of delays in trade 
reporting that are due to extrinsic factors that are not reasonably 
predictable and where the member does not purposely intend to delay the 
reporting of the trade. In no event may a member purposely withhold 
trade reports, e.g., by programming its systems to delay reporting 
until the end of the reporting time period.
---------------------------------------------------------------------------

    \7\ FINRA Rule 6750 (Dissemination of Transaction Information) 
provides that FINRA will disseminate information on all transactions 
in TRACE-Eligible Securities, including transactions effected 
pursuant to Securities Act Rule 144A, immediately upon receipt of 
the transaction report, except as specified in the rule.
    \8\ For example, in a Notice regarding TRACE trade reporting 
obligations for transactions in Asset-Backed Securities (ABS), FINRA 
stated that, although firms have up to two business days to report 
transactions in ABSs, firms should submit reports as soon as 
practicable after the execution of a transaction and throughout the 
trading day, rather than queuing such reports until the end of the 
reporting time period. Trade Reporting Notice, May 10, 2011 
(Reporting Asset-Backed Securities to the Trade Reporting and 
Compliance Engine). In addition, in Regulatory Notice 12-52 
(December 2012), FINRA stated that transactions in securities 
subject to TRACE reporting requirements should be reported without 
delay, even though the TRACE rule generally allows for up to 15 
minutes to report transactions in corporate and agency debt 
securities. See also Letter from Brant K. Brown, Associate General 
Counsel, FINRA, to Elizabeth M. Murphy, Secretary, Securities and 
Exchange Commission, dated August 29, 2012 (Letter Responding to 
Comments received on SR-FINRA-2012-025). FINRA also has already 
codified the ``as soon as practicable'' requirement for the 
reporting of transactions to the equity trade reporting facilities, 
which require reporting as soon as practicable but no later than 10 
seconds after execution. See FINRA Rules 6282 (governing transaction 
reporting on the ADF), 6380A (governing transaction reporting on the 
FINRA/NASDAQ TRF), 6380B (governing transaction reporting on the 
FINRA/NYSE TRF) and 6622 (Transaction Reporting on the FINRA ORF).
---------------------------------------------------------------------------

    The supplementary material also recognizes that members may 
manually report transactions in TRACE-Eligible Securities and, as a 
result, the trade reporting process may not be completed as quickly as 
where an automated trade reporting system is used. In these cases, 
FINRA will take into consideration the manual nature of the member's 
trade reporting process in determining whether the member's policies 
and procedures are reasonably designed to report the trade ``as soon as 
practicable'' after execution. FINRA believes that codifying this ``as 
soon as practicable'' requirement is necessary to promote consistent 
and timely reporting by all members and will improve the usefulness of 
disseminated TRACE information for investors.
    If the Commission approves the filing, FINRA will announce the 
effective date of the proposed rule change in a Regulatory Notice to be 
published no later than 60 days following Commission approval. The 
effective date will be no sooner than 30 days following publication of 
the Regulatory Notice announcing Commission approval.
 2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of section 15A(b)(6) of the Act,\9\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. In particular, the proposed rule would require that 
members report transactions in TRACE-Eligible Securities that are 
subject to dissemination as soon as practicable from the Time of 
Execution. FINRA believes it is important to ensure that members do not 
delay the reporting of executed transactions, particularly, for 
example, by imbedding into the trade reporting process deliberate 
delays until the end of the reporting time period. Specifically, the 
proposed rule change will help improve the value of transaction 
information for price transparency, which enhances its value for 
regulators, investors and other market participants.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

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

    FINRA 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.
Economic Impact Assessment
    The proposed rule change seeks to codify that members are expected 
to report transactions in TRACE-Eligible Securities as soon as 
practicable following the Time of Execution, and must not deliberately 
delay their reporting.
    The economic baseline of the proposed rule change is the current 
rules and industry practice relating to trade reporting. As discussed 
above, the proposed rule change is consistent with FINRA's current 
expectation that members submit trade reports as soon as practicable. 
Further, FINRA understands that the vast majority of firms that report 
transactions to TRACE have automated their trade reporting systems, 
which may facilitate their ability to comply with this rule.
    For example, based on a review of TRACE trade reporting data from 
January 2014 through December 2014, over 90% of trade reports in 
corporate and agency debt are submitted within five minutes of the time 
of execution, and 79% percent were reported within one minute. 
Approximately 71% of trade reports in securitized products are 
submitted within five minutes of execution, and over 55% were reported 
within one minute.
    FINRA recognizes that reporting within a short time frame may not 
mean that firms are reporting as soon as practicable, but does indicate 
general timeliness in reporting. FINRA has observed instances that 
appear to indicate firms have taken more time than is operationally 
necessary to report trades, which results in delays in transaction 
information reaching investors and other market participants, and may 
raise the possibility that certain firms may have intentionally delayed 
trade reporting, possibly to delay public dissemination of the trade. 
FINRA believes such conduct is inconsistent with the purpose of the 
trade reporting rules and further believes that explicitly prohibiting 
such conduct is important for the effective operation of the rule.
    Therefore, FINRA expects that the primary economic benefit arising 
from this proposed rule change will be a reduction in the delay between 
a transaction's Time of Execution and when a member reports the trade 
to TRACE, which will result in more timely information being 
disseminated to investors and other market participants. FINRA also 
believes that the proposal will provide further clarity as to the 
operation of Rule 6730--particularly in clarifying that intentionally 
delaying trade reporting is

[[Page 42151]]

violative of a member's ongoing obligation to report transaction 
information to TRACE promptly. FINRA anticipates that this rule will 
not impose any significant new compliance costs on members.

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

    Written comments were neither solicited nor received.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-FINRA-2015-025 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-FINRA-2015-025. 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 the filing also will be available 
for inspection and copying at the principal office of FINRA. 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-FINRA-2015-025 and should be 
submitted on or before August 6, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-17402 Filed 7-15-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                               Federal Register / Vol. 80, No. 136 / Thursday, July 16, 2015 / Notices                                                          42149

                                                • Send an email to rule-comments@                        SECURITIES AND EXCHANGE                                    A. Self-Regulatory Organization’s
                                              sec.gov. Please include File Number SR–                    COMMISSION                                                 Statement of the Purpose of, and
                                              ICEEU–2015–010 on the subject line.                                                                                   Statutory Basis for, the Proposed Rule
                                                                                                         [Release No. 34–75428; File No. SR–FINRA–                  Change
                                              Paper Comments
                                                                                                         2015–025]                                                  1. Purpose
                                                • Send paper comments in triplicate                                                                                    FINRA Rule 6730 (Transaction
                                              to Secretary, Securities and Exchange                      Self-Regulatory Organizations;
                                                                                                                                                                    Reporting) generally requires that each
                                              Commission, 100 F Street NE.,                              Financial Industry Regulatory
                                                                                                                                                                    FINRA member that is a Party to a
                                              Washington, DC 20549–1090.                                 Authority, Inc.; Notice of Filing of a                     Transaction 3 in a TRACE-Eligible
                                                                                                         Proposed Rule Change To Amend                              Security 4 report the transaction within
                                              All submissions should refer to File                       FINRA Rule 6730 (Transaction
                                              Number SR–ICEEU–2015–010. This file                                                                                   15 minutes of the Time of Execution,5
                                                                                                         Reporting) To Require Members To                           unless a different time period for the
                                              number should be included on the                           Report Transactions in TRACE-Eligible
                                              subject line if email is used. To help the                                                                            security is otherwise specified in the
                                                                                                         Securities as Soon as Practicable                          rule, or the transaction report will be
                                              Commission process and review your
                                                                                                                                                                    deemed ‘‘late.’’ Paragraph (a)(4) of Rule
                                              comments more efficiently, please use                      July 10, 2015.
                                                                                                                                                                    6730 further provides that members
                                              only one method. The Commission will                          Pursuant to section 19(b)(1) of the                     have an ongoing obligation to report
                                              post all comments on the Commission’s                      Securities Exchange Act of 1934                            transaction information promptly,
                                              Internet Web site (http://www.sec.gov/                     (‘‘Act’’),1 and Rule 19b–4 thereunder,2                    accurately and completely.6
                                              rules/sro.shtml). Copies of the                            notice is hereby given that on July 2,                        FINRA is filing this proposed rule
                                              submission, all subsequent                                 2015, Financial Industry Regulatory                        change to codify that members are
                                              amendments, all written statements                         Authority, Inc. (‘‘FINRA’’) filed with the                 expected to report transactions in
                                              with respect to the proposed rule                          Securities and Exchange Commission                         TRACE-Eligible Securities that are
                                              change that are filed with the                             (‘‘Commission’’) the proposed rule                         subject to dissemination as soon as
                                              Commission, and all written                                change as described in Items I, II, and                    practicable following the Time of
                                              communications relating to the                                                                                        Execution, and must not deliberately
                                                                                                         III below, which Items have been
                                              proposed rule change between the                                                                                      delay their reporting.7 While FINRA
                                                                                                         prepared by FINRA. The Commission is
                                              Commission and any person, other than                                                                                 provides a time period for members to
                                                                                                         publishing this notice to solicit                          conduct the necessary actions to report
                                              those that may be withheld from the                        comments on the proposed rule change
                                              public in accordance with the                                                                                         transactions, FINRA believes it is
                                                                                                         from interested persons.                                   important for public price transparency
                                              provisions of 5 U.S.C. 552, will be
                                              available for Web site viewing and                         I. Self-Regulatory Organization’s                          that members do not delay reporting
                                                                                                         Statement of the Terms of Substance of                     executed transactions and has conveyed
                                              printing in the Commission’s Public
                                                                                                         the Proposed Rule Change                                   this expectation to members.8 FINRA
                                              Reference Room, 100 F Street NE.,
                                              Washington, DC 20549, on official                                                                                        3 Rule 6710(e) provides that a ‘‘Party to a
                                                                                                            FINRA is proposing to codify that
                                              business days between the hours of                                                                                    Transaction’’ is an introducing broker-dealer, if any,
                                                                                                         members are required to report                             an executing broker-dealer, or a customer.
                                              10:00 a.m. and 3:00 p.m. Copies of such
                                                                                                         transactions in TRACE-Eligible                             ‘‘Customer’’ includes a broker-dealer that is not a
                                              filings will also be available for                                                                                    FINRA member.
                                                                                                         Securities subject to dissemination as
                                              inspection and copying at the principal                                                                                  4 Rule 6710(a) provides that a ‘‘TRACE-Eligible
                                                                                                         soon as practicable.
                                              office of ICE Clear Europe and on ICE                                                                                 Security’’ is a debt security that is United States
                                              Clear Europe’s Web site at https://                           The text of the proposed rule change                    dollar-denominated and issued by a U.S. or foreign
                                                                                                         is available on FINRA’s Web site at                        private issuer, and, if a ‘‘restricted security’’ as
                                              www.theice.com/clear-europe/                                                                                          defined in Securities Act Rule 144(a)(3), sold
                                              regulation. All comments received will                     http://www.finra.org, at the principal                     pursuant to Securities Act Rule 144A; or is a debt
                                              be posted without change; the                              office of FINRA and at the                                 security that is U.S. dollar-denominated and issued
                                                                                                                                                                    or guaranteed by an Agency as defined in paragraph
                                              Commission does not edit personal                          Commission’s Public Reference Room.                        (k) or a Government-Sponsored Enterprise as
                                              identifying information from                               II. Self-Regulatory Organization’s                         defined in paragraph (n). ‘‘TRACE-Eligible
                                              submissions. You should submit only                                                                                   Security’’ does not include a debt security that is:
                                                                                                         Statement of the Purpose of, and                           Issued by a foreign sovereign, a U.S. Treasury
                                              information that you wish to make                          Statutory Basis for, the Proposed Rule                     Security as defined in paragraph (p), or a Money
                                              available publicly. All submissions                        Change                                                     Market Instrument as defined in paragraph (o).
                                                                                                                                                                       5 Among other things, Rule 6710(d) provides that
                                              should refer to File Number SR–ICEEU–
                                                                                                                                                                    the ‘‘Time of Execution’’ for a transaction in a
                                              2015–010 and should be submitted on                          In its filing with the Commission,                       TRACE-Eligible Security means the time when the
                                              or before August 6, 2015.                                  FINRA included statements concerning                       Parties to a Transaction agree to all of the terms of
                                                                                                         the purpose of and basis for the                           the transaction that are sufficient to calculate the
                                                 For the Commission, by the Division of                                                                             dollar price of the trade.
                                              Trading and Markets, pursuant to delegated                 proposed rule change and discussed any                        6 While a member may employ an agent for the

                                              authority.13                                               comments it received on the proposed                       purpose of submitting transaction information, the
                                              Jill M. Peterson,                                          rule change. The text of these statements                  primary responsibility for the timely, accurate and
                                                                                                         may be examined at the places specified                    complete reporting of transaction information
                                              Assistant Secretary.                                                                                                  remains the non-delegable duty of the member
                                                                                                         in Item IV below. FINRA has prepared                       obligated to report the transaction.
                                              [FR Doc. 2015–17399 Filed 7–15–15; 8:45 am]
                                                                                                         summaries, set forth in sections A, B,                        7 FINRA Rule 6750 (Dissemination of Transaction
                                              BILLING CODE 8011–01–P                                                                                                Information) provides that FINRA will disseminate
                                                                                                         and C below, of the most significant
tkelley on DSK3SPTVN1PROD with NOTICES




                                                                                                                                                                    information on all transactions in TRACE-Eligible
                                                                                                         aspects of such statements.                                Securities, including transactions effected pursuant
                                                                                                                                                                    to Securities Act Rule 144A, immediately upon
                                                                                                                                                                    receipt of the transaction report, except as specified
                                                                                                                                                                    in the rule.
                                                                                                                                                                       8 For example, in a Notice regarding TRACE trade
                                                                                                              1 15   U.S.C. 78s(b)(1).                              reporting obligations for transactions in Asset-
                                                13 17   CFR 200.30–3(a)(12).                                  2 17   CFR 240.19b–4.                                                                             Continued




                                         VerDate Sep<11>2014     17:39 Jul 15, 2015   Jkt 235001   PO 00000     Frm 00065      Fmt 4703   Sfmt 4703   E:\FR\FM\16JYN1.SGM   16JYN1


                                              42150                          Federal Register / Vol. 80, No. 136 / Thursday, July 16, 2015 / Notices

                                              now proposes to amend Rule 6730 to                       Securities and, as a result, the trade                      Economic Impact Assessment
                                              provide in the rule text that each                       reporting process may not be completed                         The proposed rule change seeks to
                                              member that is a Party to a Transaction                  as quickly as where an automated trade                      codify that members are expected to
                                              in a TRACE-Eligible Security that is                     reporting system is used. In these cases,                   report transactions in TRACE-Eligible
                                              subject to dissemination must report the                 FINRA will take into consideration the                      Securities as soon as practicable
                                              transaction to TRACE as soon as                          manual nature of the member’s trade                         following the Time of Execution, and
                                              practicable, but no later than within 15                 reporting process in determining                            must not deliberately delay their
                                              minutes of the Time of Execution, or                     whether the member’s policies and                           reporting.
                                              other timeframe specified in Rule 6730.                  procedures are reasonably designed to                          The economic baseline of the
                                              Further, the proposed amendment                          report the trade ‘‘as soon as practicable’’                 proposed rule change is the current
                                              includes new Supplementary Material                      after execution. FINRA believes that                        rules and industry practice relating to
                                              .03 to provide additional guidance                       codifying this ‘‘as soon as practicable’’                   trade reporting. As discussed above, the
                                              around FINRA’s expectations regarding                    requirement is necessary to promote                         proposed rule change is consistent with
                                              the timeliness of reports submitted to                   consistent and timely reporting by all                      FINRA’s current expectation that
                                              TRACE. Specifically, new Rule 6730.03
                                                                                                       members and will improve the                                members submit trade reports as soon as
                                              provides that members must adopt
                                                                                                       usefulness of disseminated TRACE                            practicable. Further, FINRA
                                              policies and procedures reasonably
                                                                                                       information for investors.                                  understands that the vast majority of
                                              designed to comply with the
                                                                                                          If the Commission approves the filing,                   firms that report transactions to TRACE
                                              requirement that transactions in
                                                                                                       FINRA will announce the effective date                      have automated their trade reporting
                                              TRACE-Eligible Securities that are
                                                                                                       of the proposed rule change in a                            systems, which may facilitate their
                                              subject to dissemination be reported as
                                                                                                       Regulatory Notice to be published no                        ability to comply with this rule.
                                              soon as practicable by implementing
                                                                                                                                                                      For example, based on a review of
                                              systems that commence the trade                          later than 60 days following
                                                                                                                                                                   TRACE trade reporting data from
                                              reporting process at the Time of                         Commission approval. The effective
                                                                                                                                                                   January 2014 through December 2014,
                                              Execution without delay. In addition,                    date will be no sooner than 30 days
                                                                                                                                                                   over 90% of trade reports in corporate
                                              where a member has such reasonably                       following publication of the Regulatory                     and agency debt are submitted within
                                              designed policies, procedures and                        Notice announcing Commission                                five minutes of the time of execution,
                                              systems in place, the member generally                   approval.                                                   and 79% percent were reported within
                                              will not be viewed as violating the ‘‘as
                                              soon as practicable’’ requirement                        2. Statutory Basis                                          one minute. Approximately 71% of
                                              because of delays in trade reporting that                                                                            trade reports in securitized products are
                                                                                                          FINRA believes that the proposed rule                    submitted within five minutes of
                                              are due to extrinsic factors that are not
                                                                                                       change is consistent with the provisions                    execution, and over 55% were reported
                                              reasonably predictable and where the
                                                                                                       of section 15A(b)(6) of the Act,9 which                     within one minute.
                                              member does not purposely intend to
                                              delay the reporting of the trade. In no                  requires, among other things, that                             FINRA recognizes that reporting
                                              event may a member purposely                             FINRA rules must be designed to                             within a short time frame may not mean
                                              withhold trade reports, e.g., by                         prevent fraudulent and manipulative                         that firms are reporting as soon as
                                              programming its systems to delay                         acts and practices, to promote just and                     practicable, but does indicate general
                                              reporting until the end of the reporting                 equitable principles of trade, and, in                      timeliness in reporting. FINRA has
                                              time period.                                             general, to protect investors and the                       observed instances that appear to
                                                 The supplementary material also                       public interest. In particular, the                         indicate firms have taken more time
                                              recognizes that members may manually                     proposed rule would require that                            than is operationally necessary to report
                                              report transactions in TRACE-Eligible                    members report transactions in TRACE-                       trades, which results in delays in
                                                                                                       Eligible Securities that are subject to                     transaction information reaching
                                              Backed Securities (ABS), FINRA stated that,              dissemination as soon as practicable                        investors and other market participants,
                                              although firms have up to two business days to           from the Time of Execution. FINRA                           and may raise the possibility that
                                              report transactions in ABSs, firms should submit                                                                     certain firms may have intentionally
                                              reports as soon as practicable after the execution of    believes it is important to ensure that
                                              a transaction and throughout the trading day, rather     members do not delay the reporting of                       delayed trade reporting, possibly to
                                              than queuing such reports until the end of the           executed transactions, particularly, for                    delay public dissemination of the trade.
                                              reporting time period. Trade Reporting Notice, May       example, by imbedding into the trade                        FINRA believes such conduct is
                                              10, 2011 (Reporting Asset-Backed Securities to the                                                                   inconsistent with the purpose of the
                                              Trade Reporting and Compliance Engine). In               reporting process deliberate delays until
                                              addition, in Regulatory Notice 12–52 (December           the end of the reporting time period.                       trade reporting rules and further
                                              2012), FINRA stated that transactions in securities      Specifically, the proposed rule change                      believes that explicitly prohibiting such
                                              subject to TRACE reporting requirements should be
                                                                                                       will help improve the value of                              conduct is important for the effective
                                              reported without delay, even though the TRACE                                                                        operation of the rule.
                                              rule generally allows for up to 15 minutes to report     transaction information for price
                                                                                                                                                                      Therefore, FINRA expects that the
                                              transactions in corporate and agency debt                transparency, which enhances its value
                                              securities. See also Letter from Brant K. Brown,                                                                     primary economic benefit arising from
                                                                                                       for regulators, investors and other
                                              Associate General Counsel, FINRA, to Elizabeth M.                                                                    this proposed rule change will be a
                                              Murphy, Secretary, Securities and Exchange               market participants.
                                                                                                                                                                   reduction in the delay between a
                                              Commission, dated August 29, 2012 (Letter
                                              Responding to Comments received on SR–FINRA–             B. Self-Regulatory Organization’s                           transaction’s Time of Execution and
                                              2012–025). FINRA also has already codified the ‘‘as      Statement on Burden on Competition                          when a member reports the trade to
                                              soon as practicable’’ requirement for the reporting                                                                  TRACE, which will result in more
                                              of transactions to the equity trade reporting              FINRA does not believe that the
tkelley on DSK3SPTVN1PROD with NOTICES




                                              facilities, which require reporting as soon as
                                                                                                                                                                   timely information being disseminated
                                              practicable but no later than 10 seconds after
                                                                                                       proposed rule change will result in any                     to investors and other market
                                              execution. See FINRA Rules 6282 (governing               burden on competition that is not                           participants. FINRA also believes that
                                              transaction reporting on the ADF), 6380A                 necessary or appropriate in furtherance                     the proposal will provide further clarity
                                              (governing transaction reporting on the FINRA/           of the purposes of the Act.
                                              NASDAQ TRF), 6380B (governing transaction
                                                                                                                                                                   as to the operation of Rule 6730—
                                              reporting on the FINRA/NYSE TRF) and 6622                                                                            particularly in clarifying that
                                              (Transaction Reporting on the FINRA ORF).                     9 15   U.S.C. 78o–3(b)(6).                             intentionally delaying trade reporting is


                                         VerDate Sep<11>2014   17:39 Jul 15, 2015   Jkt 235001   PO 00000     Frm 00066     Fmt 4703     Sfmt 4703   E:\FR\FM\16JYN1.SGM   16JYN1


                                                                             Federal Register / Vol. 80, No. 136 / Thursday, July 16, 2015 / Notices                                                     42151

                                              violative of a member’s ongoing                          Commission, and all written                               certain conditions. The purpose of the
                                              obligation to report transaction                         communications relating to the                            information required by Rule 239 is to
                                              information to TRACE promptly. FINRA                     proposed rule change between the                          make certain information about
                                              anticipates that this rule will not impose               Commission and any person, other than                     security-based swaps that may be
                                              any significant new compliance costs on                  those that may be withheld from the                       cleared by the registered or the exempt
                                              members.                                                 public in accordance with the                             clearing agencies available to eligible
                                                                                                       provisions of 5 U.S.C. 552, will be                       contract participants and other market
                                              C. Self-Regulatory Organization’s
                                                                                                       available for Web site viewing and                        participants. We estimate that each
                                              Statement on Comments on the
                                                                                                       printing in the Commission’s Public                       registered or exempt clearing agency
                                              Proposed Rule Change Received From
                                                                                                       Reference Room, 100 F Street NE.,                         issuing security-based swaps in its
                                              Members, Participants, or Others
                                                                                                       Washington, DC 20549, on official                         function as a central counterparty will
                                                Written comments were neither                          business days between the hours of
                                              solicited nor received.                                                                                            spend approximately 2 hours each time
                                                                                                       10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                                                                                 it provides or update the information in
                                              III. Date of Effectiveness of the                        filing also will be available for
                                                                                                                                                                 its agreements relating to security-based
                                              Proposed Rule Change and Timing for                      inspection and copying at the principal
                                                                                                       office of FINRA. All comments received                    swaps or on its Web site. We estimate
                                              Commission Action                                                                                                  that each registered or exempt clearing
                                                                                                       will be posted without change; the
                                                 Within 45 days of the date of                         Commission does not edit personal                         agency will provide or update the
                                              publication of this notice in the Federal                identifying information from                              information approximately 20 times per
                                              Register or within such longer period (i)                submissions. You should submit only                       year. In addition, we estimate that 75%
                                              as the Commission may designate up to                    information that you wish to make                         of the 2 hours per response (1.5 hours)
                                              90 days of such date if it finds such                    available publicly. All submissions                       is prepared internally by the clearing
                                              longer period to be appropriate and                      should refer to File Number SR–FINRA–                     agency for a total annual reporting
                                              publishes its reasons for so finding or                  2015–025 and should be submitted on                       burden of 180 hours (1.5 hours per
                                              (ii) as to which the self-regulatory                     or before August 6, 2015.                                 response × 20 times × 6 respondents).
                                              organization consents, the Commission
                                              will:                                                       For the Commission, by the Division of                    An agency may not conduct or
                                                                                                       Trading and Markets, pursuant to delegated                sponsor, and a person is not required to
                                                 (A) By order approve or disapprove                    authority.10
                                              such proposed rule change, or                                                                                      respond to, a collection of information
                                                                                                       Jill M. Peterson,                                         unless it displays a currently valid
                                                 (B) institute proceedings to determine
                                              whether the proposed rule change                         Assistant Secretary.                                      control number.
                                              should be disapproved.                                   [FR Doc. 2015–17402 Filed 7–15–15; 8:45 am]
                                                                                                                                                                    The public may view the background
                                                                                                       BILLING CODE 8011–01–P
                                              IV. Solicitation of Comments                                                                                       documentation for this information
                                                                                                                                                                 collection at the following Web site,
                                                Interested persons are invited to
                                                                                                       SECURITIES AND EXCHANGE                                   www.reginfo.gov. Comments should be
                                              submit written data, views, and
                                                                                                       COMMISSION                                                directed to: (i) Desk Officer for the
                                              arguments concerning the foregoing,
                                                                                                                                                                 Securities and Exchange Commission,
                                              including whether the proposed rule                      [OMB Control No. 3235–0687, SEC File No.
                                              change is consistent with the Act.                                                                                 Office of Information and Regulatory
                                                                                                       270–638]
                                              Comments may be submitted by any of                                                                                Affairs, Office of Management and
                                              the following methods:                                   Submission Collection; Comment                            Budget, Room 10102, New Executive
                                                                                                       Request                                                   Office Building, Washington, DC 20503,
                                              Electronic Comments                                                                                                or by sending an email to:
                                                • Use the Commission’s Internet                        Upon Written Request Copies Available                     Shagufta_Ahmed@omb.eop.gov; and (ii)
                                              comment form (http://www.sec.gov/                         From: Securities and Exchange                            Pamela Dyson, Director/Chief
                                              rules/sro.shtml); or                                      Commission, Office of FOIA Services,                     Information Officer, Securities and
                                                • Send an email to rule-comments@                       100 F Street NE., Washington, DC
                                                                                                                                                                 Exchange Commission, c/o Remi Pavlik-
                                              sec.gov. Please include File Number SR–                   20549–2736.
                                                                                                                                                                 Simon, 100 F Street NE., Washington,
                                              FINRA–2015–025 on the subject line.                      Extension:                                                DC 20549 or send an email to:
                                                                                                         Rule 239.
                                              Paper Comments                                                                                                     PRA_Mailbox@sec.gov. Comments must
                                                                                                          Notice is hereby given that, pursuant                  be submitted to OMB within 30 days of
                                                • Send paper comments in triplicate                    to the Paperwork Reduction Act of 1995                    this notice.
                                              to Secretary, Securities and Exchange                    (44 U.S.C. 3501 et seq.), the Securities
                                              Commission, 100 F Street NE.,                                                                                        Dated: July 9, 2015.
                                                                                                       and Exchange Commission
                                              Washington, DC 20549–1090.                               (‘‘Commission’’) has submitted to the                     Brent J. Fields,
                                              All submissions should refer to File                     Office of Management and Budget this                      Secretary.
                                              Number SR–FINRA–2015–025. This file                      request for extension of the previously                   [FR Doc. 2015–17393 Filed 7–15–15; 8:45 am]
                                              number should be included on the                         approved collection of information                        BILLING CODE 8011–01–P
                                              subject line if email is used. To help the               discussed below.
                                              Commission process and review your                          Rule 239 (17 CFR 230.239) provides
                                              comments more efficiently, please use                    exemptions under the Securities Act of
                                              only one method. The Commission will                     1933 (15 U.S.C. 77a et seq.), the
tkelley on DSK3SPTVN1PROD with NOTICES




                                              post all comments on the Commission’s                    Securities Exchange Act of 1934 (15
                                              Internet Web site (http://www.sec.gov/                   U.S.C. 78a et seq.) and the Trust
                                              rules/sro.shtml). Copies of the                          Indenture Act of 1939 (U.S.C. 77aaa et
                                              submission, all subsequent                               seq.) for security-based swaps issued by
                                              amendments, all written statements                       certain clearing agencies satisfying
                                              with respect to the proposed rule
                                              change that are filed with the                                10 17   CFR 200.30–3(a)(12).



                                         VerDate Sep<11>2014   17:39 Jul 15, 2015   Jkt 235001   PO 00000     Frm 00067     Fmt 4703   Sfmt 9990   E:\FR\FM\16JYN1.SGM   16JYN1



Document Created: 2015-12-15 13:13:08
Document Modified: 2015-12-15 13:13:08
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 42149 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR