80_FR_48129 80 FR 47976 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Revisions to the Electronic Municipal Market Access System, Real-Time Transaction Reporting System and Short-Term Obligation Rate Transparency System

80 FR 47976 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Revisions to the Electronic Municipal Market Access System, Real-Time Transaction Reporting System and Short-Term Obligation Rate Transparency System

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 153 (August 10, 2015)

Page Range47976-47978
FR Document2015-19539

Federal Register, Volume 80 Issue 153 (Monday, August 10, 2015)
[Federal Register Volume 80, Number 153 (Monday, August 10, 2015)]
[Notices]
[Pages 47976-47978]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-19539]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75602; File No. SR-MSRB-2015-06]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Consisting of Revisions to the Electronic Municipal Market 
Access System, Real-Time Transaction Reporting System and Short-Term 
Obligation Rate Transparency System

August 4, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on July 23, 2015, the Municipal Securities Rulemaking Board (the 
``MSRB'' or ``Board'') filed with the Securities and Exchange 
Commission (the ``SEC'' or ``Commission'') the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the MSRB. 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 Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change relating 
to the MSRB's Electronic Municipal Market Access (``EMMA'') system, 
Real-time Transaction Reporting System (``RTRS''), and Short-Term 
Obligation Rate Transparency (``SHORT'') system. The proposed rule 
change consists of revisions to the facilities for the EMMA system, 
RTRS, and SHORT system to better align the language of the information 
facilities to the MSRB's administration of these systems. The proposed 
rule change adds references to the MSRB's core operational hours, 
clarifies the twenty-four hours a day, seven days a week (``24/7'') 
availability of many aspects of the MSRB's systems, and makes minor 
changes of a technical nature. The MSRB has filed the proposed rule 
change under Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) \4\ thereunder, as a noncontroversial rule change that renders 
the proposal effective upon filing. The proposed rule change would be 
made operative on August 24, 2015.
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    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2015-Filings.aspx, at the MSRB's principal office, 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 MSRB 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 MSRB 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
    The EMMA system is an information facility for the collection and 
dissemination of municipal securities disclosure documents and related 
information. The EMMA system includes a public Web site, the EMMA 
portal, which provides for free public access to disclosures and 
transparency information for municipal securities. RTRS is an 
information facility for the collection and dissemination of 
information about transactions occurring in the municipal securities 
market. The SHORT system is an information facility for the collection 
and dissemination of information and disclosure documents about 
securities bearing interest at short-term rates (auction rate 
securities and variable-rate demand obligations). The information 
facilities for the EMMA system, RTRS, and SHORT system serve to outline 
the high level parameters by which the MSRB operates these systems.
    The purpose of the proposed rule change is to better align the 
language of the information facilities for the EMMA system, RTRS, and 
SHORT system to the MSRB's administration of these systems. The 
proposed rule change would add references to the MSRB's core 
operational hours, clarify the 24/7 availability of many aspects of the 
MSRB's systems and make minor changes of a technical nature to these 
information facilities. These changes are more fully described below.
MSRB Core Operational Hours
    The MSRB maintains core operational hours for its transparency 
systems of

[[Page 47977]]

7:00 a.m. to 7:00 p.m. Eastern Time on business days, which exclude 
weekends and holidays identified on the MSRB System Holiday Schedule 
published on the MSRB Web site. Core operational hours are consistent 
across the EMMA system, RTRS, and SHORT system and represent those 
hours when the MSRB's resources will be more readily available as 
compared with other hours to respond to inquiries and incidents 
experienced by users of the MSRB's systems. When the MSRB performs 
system maintenance that risks a reduction in the level of system 
performance, the MSRB schedules such maintenance whenever possible to 
occur outside of core operational hours.
    The MSRB's core operational hours reflect the time period when 
nearly all information and disclosure documents are submitted to the 
EMMA system, RTRS, or SHORT system. Over the MSRB's two prior fiscal 
years ended September 30, 2014, the EMMA system received 97.4% of all 
submissions of disclosure documents, the RTRS received 99.3% of all 
submissions of information, and the SHORT system received 99.6% of all 
submissions of information and 99.8% of all submissions of disclosure 
documents during the hours of 7:00 a.m. to 7:00 p.m. Eastern Time on 
business days.
    The information facilities for the EMMA and SHORT systems currently 
note that the systems are expected to operate at the highest 
performance during the hours of 8:30 a.m. to 6:00 p.m. Eastern Time. 
The RTRS information facility does not specifically reference the 
timeframe in which the system experiences the highest performance. The 
proposed rule change would provide that the core operational hours for 
each system, the EMMA system, RTRS, and SHORT system, are 7:00 a.m. to 
7:00 p.m. Eastern Time.
24/7 System Availability
    Many aspects of the EMMA system, RTRS, and SHORT system have 24/7 
availability. Since implementation of the EMMA and SHORT systems, the 
MSRB has maintained, as 24/7 services, the EMMA portal and the 
submission processes for submitting disclosure documents to the EMMA 
and SHORT systems. The RTRS web interface also has been maintained for 
brokers, dealers and municipal securities dealers (``dealers'') to view 
their submitted trade data on a 24/7 basis since 2007.\5\ The proposed 
rule change would formally highlight that the MSRB maintains these 
aspects of the EMMA system, RTRS, and SHORT system as 24/7 services.
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    \5\ See ``RTRS Web Enhancement: Extended Hours,'' MSRB Notice 
2007-26 (August 22, 2007).
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    Technological advancements to MSRB transparency systems enable the 
MSRB to conduct routine maintenance and system upgrades in a manner 
that is seamless to users. Nonetheless, on rare occasions system 
maintenance or upgrades may require the MSRB to schedule a system 
outage, which, to the extent feasible, would be scheduled outside of 
core operational hours. In addition, in the event of a cyber attack or 
security issue, the MSRB may need to make components of MSRB 
transparency systems unavailable to ensure the integrity of the 
systems. Accordingly, the amendments further clarify the MSRB's ability 
to make services unavailable outside of core operational hours for 
required maintenance, upgrades or other purposes, or at other times as 
needed to ensure the integrity of MSRB systems.
Minor Changes of a Technical Nature
    The proposed rule change includes three minor changes of a 
technical nature. First, the EMMA system enables users to request 
periodic email alerts based on the reporting of trade data or 
availability of disclosure documents for a specific security. The EMMA 
system's information facility language currently does not reflect all 
of the information and disclosures for which a user can request an 
email alert; the proposed rule change clarifies the availability of 
this service. Second, the information facilities for the EMMA system, 
RTRS, and SHORT system currently use inconsistent abbreviations for 
ante meridiem and post meridiem as well as inconsistent references that 
the time noted shall reflect Eastern Time; the proposed rule change 
would state all time conventions in a consistent manner. Third, the 
proposed rule change would correct a reference in the SHORT system 
information facility regarding future subscription products as the MSRB 
has since made such subscription products available.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
the provisions of Section 15B(b)(2)(C) of the Act,\6\ which provides 
that the MSRB's rules shall:
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    \6\ 15 U.S.C. 78o-4(b)(2)(C).

be designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect 
to, and facilitating transactions in municipal securities and 
municipal financial products, to remove impediments to and perfect 
the mechanism of a free and open market in municipal securities and 
municipal financial products, and, in general, to protect investors, 
---------------------------------------------------------------------------
municipal entities, obligated persons, and the public interest.

    The proposed rule change would contribute to the MSRB's continuing 
efforts to improve market transparency and to protect investors, 
municipal entities, obligated persons and the public interest. The MSRB 
believes that users of MSRB transparency systems will benefit from a 
clearer understanding of the MSRB's administration of these systems.

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

    The proposed rule change consists of revisions to the information 
facilities for the EMMA system, RTRS, and SHORT system to better align 
the language of the information facilities to the MSRB's administration 
of these systems. The proposed rule change seeks to clarify existing 
services and make minor changes of a technical nature to the 
information facilities. The proposed rule change will not modify the 
manner in which the MSRB administers these systems. Accordingly, the 
MSRB 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 Act.

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 on the 
proposed rule change.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-
4(f)(6) thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6).
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    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 necessary or 
appropriate in the

[[Page 47978]]

public interest, for the protection of investors, or otherwise in 
furtherance of the purposes of the Act.

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 rule-comments@sec.gov. Please include 
File Number SR-MSRB-2015-06 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2015-06. 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 the MSRB. 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-MSRB-2015-06 and should be 
submitted on or before August 31, 2015.

    For the Commission, pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-19539 Filed 8-7-15; 8:45 am]
 BILLING CODE 8011-01-P



                                              47976                            Federal Register / Vol. 80, No. 153 / Monday, August 10, 2015 / Notices

                                              Electronic Comments                                       SECURITIES AND EXCHANGE                                www.msrb.org/Rules-and-
                                                                                                        COMMISSION                                             Interpretations/SEC-Filings/2015-
                                                • Use the Commission’s Internet                                                                                Filings.aspx, at the MSRB’s principal
                                              comment form (http://www.sec.gov/                         [Release No. 34–75602; File No. SR–MSRB–
                                                                                                        2015–06]
                                                                                                                                                               office, and at the Commission’s Public
                                              rules/sro.shtml); or                                                                                             Reference Room.
                                                • Send an email to rule-comments@                       Self-Regulatory Organizations;                         II. Self-Regulatory Organization’s
                                              sec.gov. Please include File Number SR–                   Municipal Securities Rulemaking                        Statement of the Purpose of, and
                                              NASDAQ–2015–087 on the subject line.                      Board; Notice of Filing and Immediate                  Statutory Basis for, the Proposed Rule
                                                                                                        Effectiveness of a Proposed Rule                       Change
                                              Paper Comments                                            Change Consisting of Revisions to the
                                                                                                        Electronic Municipal Market Access                       In its filing with the Commission, the
                                                • Send paper comments in triplicate                                                                            MSRB included statements concerning
                                              to Secretary, Securities and Exchange                     System, Real-Time Transaction
                                                                                                        Reporting System and Short-Term                        the purpose of and basis for the
                                              Commission, 100 F Street NE.,                                                                                    proposed rule change and discussed any
                                              Washington, DC 20549–1090.                                Obligation Rate Transparency System
                                                                                                                                                               comments it received on the proposed
                                              All submissions should refer to File                      August 4, 2015.                                        rule change. The text of these statements
                                              Number SR–NASDAQ–2015–087. This                              Pursuant to Section 19(b)(1) of the                 may be examined at the places specified
                                              file number should be included on the                     Securities Exchange Act of 1934 (the                   in Item IV below. The MSRB has
                                              subject line if email is used. To help the                ‘‘Act’’) 1 and Rule 19b–4 thereunder,2                 prepared summaries, set forth in
                                                                                                        notice is hereby given that on July 23,                Sections A, B, and C below, of the most
                                              Commission process and review your
                                                                                                        2015, the Municipal Securities                         significant aspects of such statements.
                                              comments more efficiently, please use
                                                                                                        Rulemaking Board (the ‘‘MSRB’’ or
                                              only one method. The Commission will                      ‘‘Board’’) filed with the Securities and               A. Self-Regulatory Organization’s
                                              post all comments on the Commission’s                     Exchange Commission (the ‘‘SEC’’ or                    Statement of the Purpose of, and
                                              Internet Web site (http://www.sec.gov/                    ‘‘Commission’’) the proposed rule                      Statutory Basis for, the Proposed Rule
                                              rules/sro.shtml). Copies of the                           change as described in Items I, II, and                Change
                                              submission, all subsequent                                III below, which Items have been                       1. Purpose
                                              amendments, all written statements                        prepared by the MSRB. The
                                              with respect to the proposed rule                                                                                  The EMMA system is an information
                                                                                                        Commission is publishing this notice to
                                              change that are filed with the                                                                                   facility for the collection and
                                                                                                        solicit comments on the proposed rule
                                              Commission, and all written                                                                                      dissemination of municipal securities
                                                                                                        change from interested persons.
                                              communications relating to the                                                                                   disclosure documents and related
                                                                                                        I. Self-Regulatory Organization’s                      information. The EMMA system
                                              proposed rule change between the
                                                                                                        Statement of the Terms of Substance of                 includes a public Web site, the EMMA
                                              Commission and any person, other than
                                                                                                        the Proposed Rule Change                               portal, which provides for free public
                                              those that may be withheld from the                                                                              access to disclosures and transparency
                                              public in accordance with the                                The MSRB filed with the Commission
                                                                                                        a proposed rule change relating to the                 information for municipal securities.
                                              provisions of 5 U.S.C. 552, will be                                                                              RTRS is an information facility for the
                                              available for Web site viewing and                        MSRB’s Electronic Municipal Market
                                                                                                        Access (‘‘EMMA’’) system, Real-time                    collection and dissemination of
                                              printing in the Commission’s Public                                                                              information about transactions
                                              Reference Room, 100 F Street NE.,                         Transaction Reporting System
                                                                                                        (‘‘RTRS’’), and Short-Term Obligation                  occurring in the municipal securities
                                              Washington, DC 20549, on official                                                                                market. The SHORT system is an
                                                                                                        Rate Transparency (‘‘SHORT’’) system.
                                              business days between the hours of                                                                               information facility for the collection
                                                                                                        The proposed rule change consists of
                                              10:00 a.m. and 3:00 p.m. Copies of the                    revisions to the facilities for the EMMA               and dissemination of information and
                                              filing also will be available for                         system, RTRS, and SHORT system to                      disclosure documents about securities
                                              inspection and copying at the principal                   better align the language of the                       bearing interest at short-term rates
                                              office of the Exchange. All comments                      information facilities to the MSRB’s                   (auction rate securities and variable-rate
                                              received will be posted without change;                   administration of these systems. The                   demand obligations). The information
                                              the Commission does not edit personal                     proposed rule change adds references to                facilities for the EMMA system, RTRS,
                                              identifying information from                              the MSRB’s core operational hours,                     and SHORT system serve to outline the
                                              submissions. You should submit only                       clarifies the twenty-four hours a day,                 high level parameters by which the
                                              information that you wish to make                         seven days a week (‘‘24/7’’) availability              MSRB operates these systems.
                                              available publicly. All submissions                       of many aspects of the MSRB’s systems,                   The purpose of the proposed rule
                                              should refer to File Number SR–                           and makes minor changes of a technical                 change is to better align the language of
                                              NASDAQ–2015–087 and should be                             nature. The MSRB has filed the                         the information facilities for the EMMA
                                              submitted on or before August 31, 2015.                   proposed rule change under Section                     system, RTRS, and SHORT system to
                                                                                                        19(b)(3)(A)(iii) of the Act 3 and Rule                 the MSRB’s administration of these
                                                For the Commission, by the Division of                                                                         systems. The proposed rule change
                                              Trading and Markets, pursuant to delegated                19b–4(f)(6) 4 thereunder, as a
                                                                                                        noncontroversial rule change that                      would add references to the MSRB’s
                                              authority.15                                                                                                     core operational hours, clarify the 24/7
                                                                                                        renders the proposal effective upon
                                              Robert W. Errett,                                                                                                availability of many aspects of the
                                                                                                        filing. The proposed rule change would
                                              Deputy Secretary.                                         be made operative on August 24, 2015.                  MSRB’s systems and make minor
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                                              [FR Doc. 2015–19538 Filed 8–7–15; 8:45 am]                   The text of the proposed rule change                changes of a technical nature to these
                                              BILLING CODE 8011–01–P                                    is available on the MSRB’s Web site at                 information facilities. These changes are
                                                                                                                                                               more fully described below.
                                                                                                          1 15 U.S.C. 78s(b)(1).
                                                                                                          2 17
                                                                                                                                                               MSRB Core Operational Hours
                                                                                                               CFR 240.19b–4.
                                                                                                          3 15 U.S.C. 78s(b)(3)(A)(iii).                         The MSRB maintains core operational
                                                15 17   CFR 200.30–3(a)(12).                              4 17 CFR 240.19b–4(f)(6).                            hours for its transparency systems of


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                                                                           Federal Register / Vol. 80, No. 153 / Monday, August 10, 2015 / Notices                                               47977

                                              7:00 a.m. to 7:00 p.m. Eastern Time on                  aspects of the EMMA system, RTRS, and                  securities and municipal financial products,
                                              business days, which exclude weekends                   SHORT system as 24/7 services.                         to remove impediments to and perfect the
                                              and holidays identified on the MSRB                        Technological advancements to MSRB                  mechanism of a free and open market in
                                                                                                      transparency systems enable the MSRB                   municipal securities and municipal financial
                                              System Holiday Schedule published on
                                                                                                                                                             products, and, in general, to protect
                                              the MSRB Web site. Core operational                     to conduct routine maintenance and
                                                                                                                                                             investors, municipal entities, obligated
                                              hours are consistent across the EMMA                    system upgrades in a manner that is                    persons, and the public interest.
                                              system, RTRS, and SHORT system and                      seamless to users. Nonetheless, on rare
                                              represent those hours when the MSRB’s                   occasions system maintenance or                           The proposed rule change would
                                              resources will be more readily available                upgrades may require the MSRB to                       contribute to the MSRB’s continuing
                                              as compared with other hours to                         schedule a system outage, which, to the                efforts to improve market transparency
                                              respond to inquiries and incidents                      extent feasible, would be scheduled                    and to protect investors, municipal
                                              experienced by users of the MSRB’s                      outside of core operational hours. In                  entities, obligated persons and the
                                              systems. When the MSRB performs                         addition, in the event of a cyber attack               public interest. The MSRB believes that
                                              system maintenance that risks a                         or security issue, the MSRB may need                   users of MSRB transparency systems
                                              reduction in the level of system                        to make components of MSRB                             will benefit from a clearer
                                              performance, the MSRB schedules such                    transparency systems unavailable to                    understanding of the MSRB’s
                                              maintenance whenever possible to                        ensure the integrity of the systems.                   administration of these systems.
                                              occur outside of core operational hours.                Accordingly, the amendments further                    B. Self-Regulatory Organization’s
                                                The MSRB’s core operational hours                     clarify the MSRB’s ability to make                     Statement on Burden on Competition
                                              reflect the time period when nearly all                 services unavailable outside of core
                                                                                                      operational hours for required                           The proposed rule change consists of
                                              information and disclosure documents
                                                                                                      maintenance, upgrades or other                         revisions to the information facilities for
                                              are submitted to the EMMA system,
                                                                                                      purposes, or at other times as needed to               the EMMA system, RTRS, and SHORT
                                              RTRS, or SHORT system. Over the
                                                                                                      ensure the integrity of MSRB systems.                  system to better align the language of
                                              MSRB’s two prior fiscal years ended
                                                                                                                                                             the information facilities to the MSRB’s
                                              September 30, 2014, the EMMA system                     Minor Changes of a Technical Nature                    administration of these systems. The
                                              received 97.4% of all submissions of
                                                                                                         The proposed rule change includes                   proposed rule change seeks to clarify
                                              disclosure documents, the RTRS
                                                                                                      three minor changes of a technical                     existing services and make minor
                                              received 99.3% of all submissions of
                                                                                                      nature. First, the EMMA system enables                 changes of a technical nature to the
                                              information, and the SHORT system
                                                                                                      users to request periodic email alerts                 information facilities. The proposed rule
                                              received 99.6% of all submissions of
                                                                                                      based on the reporting of trade data or                change will not modify the manner in
                                              information and 99.8% of all
                                                                                                      availability of disclosure documents for               which the MSRB administers these
                                              submissions of disclosure documents
                                                                                                      a specific security. The EMMA system’s                 systems. Accordingly, the MSRB does
                                              during the hours of 7:00 a.m. to 7:00
                                                                                                      information facility language currently                not believe that the proposed rule
                                              p.m. Eastern Time on business days.
                                                                                                      does not reflect all of the information                change will result in any burden on
                                                The information facilities for the                                                                           competition that is not necessary or
                                                                                                      and disclosures for which a user can
                                              EMMA and SHORT systems currently                                                                               appropriate in furtherance of the Act.
                                                                                                      request an email alert; the proposed rule
                                              note that the systems are expected to
                                                                                                      change clarifies the availability of this              C. Self-Regulatory Organization’s
                                              operate at the highest performance
                                                                                                      service. Second, the information                       Statement on Comments on the
                                              during the hours of 8:30 a.m. to 6:00
                                                                                                      facilities for the EMMA system, RTRS,                  Proposed Rule Change Received From
                                              p.m. Eastern Time. The RTRS
                                                                                                      and SHORT system currently use                         Members, Participants, or Others
                                              information facility does not specifically
                                                                                                      inconsistent abbreviations for ante
                                              reference the timeframe in which the                                                                             Written comments were neither
                                                                                                      meridiem and post meridiem as well as
                                              system experiences the highest                                                                                 solicited nor received on the proposed
                                                                                                      inconsistent references that the time
                                              performance. The proposed rule change                                                                          rule change.
                                                                                                      noted shall reflect Eastern Time; the
                                              would provide that the core operational
                                                                                                      proposed rule change would state all                   III. Date of Effectiveness of the
                                              hours for each system, the EMMA
                                                                                                      time conventions in a consistent                       Proposed Rule Change and Timing for
                                              system, RTRS, and SHORT system, are
                                                                                                      manner. Third, the proposed rule                       Commission Action
                                              7:00 a.m. to 7:00 p.m. Eastern Time.
                                                                                                      change would correct a reference in the
                                              24/7 System Availability                                SHORT system information facility                         Because the foregoing proposed rule
                                                                                                      regarding future subscription products                 change does not: (i) Significantly affect
                                                 Many aspects of the EMMA system,                     as the MSRB has since made such                        the protection of investors or the public
                                              RTRS, and SHORT system have 24/7                        subscription products available.                       interest; (ii) impose any significant
                                              availability. Since implementation of                                                                          burden on competition; and (iii) become
                                              the EMMA and SHORT systems, the                         2. Statutory Basis                                     operative for 30 days from the date on
                                              MSRB has maintained, as 24/7 services,                     The MSRB believes that the proposed                 which it was filed, or such shorter time
                                              the EMMA portal and the submission                      rule change is consistent with the                     as the Commission may designate, it has
                                              processes for submitting disclosure                     provisions of Section 15B(b)(2)(C) of the              become effective pursuant to Section
                                              documents to the EMMA and SHORT                         Act,6 which provides that the MSRB’s                   19(b)(3)(A) of the Act 7 and Rule 19b–
                                              systems. The RTRS web interface also                    rules shall:                                           4(f)(6) thereunder.8
                                              has been maintained for brokers, dealers                                                                          At any time within 60 days of the
                                                                                                      be designed to prevent fraudulent and
                                              and municipal securities dealers                                                                               filing of the proposed rule change, the
                                                                                                      manipulative acts and practices, to promote
tkelley on DSK3SPTVN1PROD with NOTICES




                                              (‘‘dealers’’) to view their submitted trade             just and equitable principles of trade, to             Commission summarily may
                                              data on a 24/7 basis since 2007.5 The                   foster cooperation and coordination with               temporarily suspend such rule change if
                                              proposed rule change would formally                     persons engaged in regulating, clearing,               it appears to the Commission that such
                                              highlight that the MSRB maintains these                 settling, processing information with respect          action is necessary or appropriate in the
                                                                                                      to, and facilitating transactions in municipal
                                               5 See ‘‘RTRS Web Enhancement: Extended                                                                          7 15   U.S.C. 78s(b)(3)(A).
                                              Hours,’’ MSRB Notice 2007–26 (August 22, 2007).           6 15   U.S.C. 78o–4(b)(2)(C).                          8 17   CFR 240.19b–4(f)(6).



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                                              47978                        Federal Register / Vol. 80, No. 153 / Monday, August 10, 2015 / Notices

                                              public interest, for the protection of                    For the Commission, pursuant to delegated           an ‘‘early stage company’’ listed on the
                                              investors, or otherwise in furtherance of               authority.9                                           Exchange from having to obtain
                                              the purposes of the Act.                                Robert W. Errett,                                     shareholder approval, under certain
                                                                                                      Deputy Secretary.                                     circumstances, before issuing shares of
                                              IV. Solicitation of Comments                            [FR Doc. 2015–19539 Filed 8–7–15; 8:45 am]            common stock, or securities convertible
                                                Interested persons are invited to                     BILLING CODE 8011–01–P                                into or exercisable for common stock, to
                                              submit written data, views, and                                                                               a (1) director, officer 6 or substantial
                                                                                                                                                            security holder 7 of the company
                                              arguments concerning the foregoing,
                                                                                                      SECURITIES AND EXCHANGE                               (‘‘Related Party’’ or ‘‘Related Parties’’),
                                              including whether the proposed rule
                                                                                                      COMMISSION                                            (2) subsidiary, affiliate or closely-related
                                              change is consistent with the Act.                                                                            person of a Related Party or (3) company
                                              Comments may be submitted by any of                     [Release No. 34–75599; File No. SR–NYSE–
                                                                                                      2015–02]                                              or entity in which a Related Party has
                                              the following methods:                                                                                        a substantial direct or indirect interest
                                              Electronic Comments                                     Self-Regulatory Organizations; New                    (together, a ‘‘Proposed Exempted Party’’
                                                                                                      York Stock Exchange LLC; Order                        or ’’ Proposed Exempted Parties’’).8 In
                                                • Use the Commission’s Internet                       Instituting Proceedings To Determine                  particular, shareholder approval would
                                              comment form (http://www.sec.gov/                       Whether To Disapprove Proposed Rule                   no longer be required for an ‘‘early stage
                                              rules/sro.shtml); or                                    Change Amending Sections 312.03(b)                    company,’’ 9 before the issuance of
                                                • Send an email to rule-comments@                     and 312.04 of the NYSE Listed                         shares for cash to a Proposed Exempted
                                              sec.gov. Please include File Number SR–                 Company Manual To Exempt Early                        Party, provided that the company’s
                                                                                                      Stage Companies From Having To                        audit committee or a comparable
                                              MSRB–2015–06 on the subject line.
                                                                                                      Obtain Shareholder Approval Before                    committee comprised solely of
                                              Paper Comments                                          Issuing Shares for Cash to Related                    independent directors reviews and
                                                                                                      Parties, Affiliates of Related Parties or             approves of all such transactions prior
                                                • Send paper comments in triplicate                   Entities in Which a Related Party Has                 to their completion. Today, shareholder
                                              to Secretary, Securities and Exchange                   a Substantial Interest                                approval would be required prior to the
                                              Commission, 100 F Street NE.,                                                                                 issuance of shares, among other things,
                                              Washington, DC 20549.                                   August 4, 2015.                                       where the number of shares to be issued
                                                                                                      I. Introduction                                       to the Proposed Exempted Party exceeds
                                              All submissions should refer to File
                                                                                                                                                            either 1% of the number of shares of
                                              Number SR–MSRB–2015–06. This file                          On April 16, 2015, New York Stock                  common stock or 1% of the voting
                                              number should be included on the                        Exchange LLC (‘‘NYSE’’ or the                         power outstanding before the issuance
                                              subject line if email is used. To help the              ‘‘Exchange’’) filed with the Securities               (or 5% of the number of shares or voting
                                              Commission process and review your                      and Exchange Commission                               power, if the Related Party is classified
                                              comments more efficiently, please use                   (‘‘Commission’’), pursuant to Section                 as such solely because it is a substantial
                                              only one method. The Commission will                    19(b)(1) of the Securities Exchange Act               security holder, and the issuance relates
                                              post all comments on the Commission’s                   of 1934 (‘‘Act’’) 1 and Rule 19b–4                    to a sale of stock for cash, at a price at
                                              Internet Web site (http://www.sec.gov/                  thereunder,2 a proposed rule change to                least as great as each of the book and
                                              rules/sro.shtml). Copies of the                         exempt early stage companies from                     market value of the company’s common
                                              submission, all subsequent                              having to obtain shareholder approval                 stock).10
                                              amendments, all written statements                      before issuing shares to related parties,
                                              with respect to the proposed rule                       affiliates of related parties or entities in             6 Section 312.04(h) of the Manual states that the

                                              change that are filed with the                          which a related party has a substantial               term ‘‘officer’’ has the same meaning as defined by
                                                                                                      interest. The proposed rule change was                the Commission in Rule 16a–1(f) under the Act.
                                              Commission, and all written                                                                                      7 Section 312.04(e) of the Manual states that an
                                              communications relating to the                          published for comment in the Federal
                                                                                                                                                            interest consisting of less than either 5% percent of
                                              proposed rule change between the                        Register on May 6, 2015.3 The                         the number of shares of common stock or 5% of the
                                              Commission and any person, other than                   Commission received no comment                        voting power outstanding of a company or entity
                                                                                                      letters on the proposal. On June 18,                  shall not be considered a substantial interest or
                                              those that may be withheld from the                                                                           cause the holder of such an interest to be regarded
                                              public in accordance with the                           2015, the Commission designated a                     as a substantial security holder.
                                              provisions of 5 U.S.C. 552, will be                     longer period for Commission action on                   8 The Commission notes that there is an

                                              available for Web site viewing and                      the proposed rule change, until August                inconsistency between the proposed rule text in
                                              printing in the Commission’s Public                     4, 2015.4 This order institutes                       Exhibit 5 and the proposed shareholder approval
                                                                                                      proceedings under Section 19(b)(2)(B) of              exception discussed in the Notice. The proposed
                                              Reference Room, 100 F Street NE.,                                                                             rule text in Exhibit 5 states that the exception only
                                              Washington, DC 20549 on official                        the Act 5 to determine whether to                     applies to Related Parties, which is defined in
                                              business days between the hours of                      disapprove the proposed rule change.                  Section 312.03(b)(1) of the Manual. However, the
                                                                                                                                                            Notice clearly states that the proposed rule change
                                              10:00 a.m. and 3:00 p.m. Copies of the                  II. Description of the Proposal                       is meant to apply to all Proposed Exempted Parties,
                                              filing also will be available for                          The Exchange proposes to amend                     as set forth in Sections 312.03(b)(1), (2), and (3) of
                                              inspection and copying at the principal                                                                       the Manual, not just Related Parties under Section
                                                                                                      Sections 312.03(b) and 312.04 of the                  312.03(b)(1) of the Manual. See Notice, supra note
                                              office of the MSRB. All comments                        NYSE Listed Company Manual                            3, at 26119.
                                              received will be posted without change;                 (‘‘Manual’’) to provide an exemption to                  9 See supra notes 11 through 13 and

                                              the Commission does not edit personal                                                                         accompanying text.
                                              identifying information from                                                                                     10 The Exchange states that neither The NASDAQ
tkelley on DSK3SPTVN1PROD with NOTICES




                                                                                                        9 17  CFR 200.30–3(a)(12).
                                              submissions. You should submit only                       1 15                                                Stock Market LLC (‘‘NASDAQ’’) nor NYSE MKT
                                                                                                              U.S.C. 78s(b)(1).
                                                                                                                                                            LLC has a rule comparable to Section 312.03(b)
                                              information that you wish to make                          2 17 CFR 240.19b–4.
                                                                                                                                                            requiring listed companies to obtain shareholder
                                              available publicly. All submissions                        3 See Securities Exchange Act Release No. 74849
                                                                                                                                                            approval prior to 1% (or in certain cases 5%) share
                                                                                                      (April 30, 2015), 80 FR 26118 (‘‘Notice’’).           issuances in cash sales to a Proposed Exempted
                                              should refer to File Number SR–MSRB–                       4 See Securities Exchange Act Release No. 75248
                                                                                                                                                            Party. See Notice, supra note 3, at 26120. Thus, the
                                              2015–06 and should be submitted on or                   (June 18, 2015), 80 FR 36385 (June 24, 2015).         Exchange believes the proposed rule change is
                                              before August 31, 2015.                                    5 15 U.S.C. 78s(b)(2)(B).                          necessary to enable the Exchange to compete with



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Document Created: 2015-12-15 12:12:05
Document Modified: 2015-12-15 12:12:05
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 47976 

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