80 FR 61863 - Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 3.13 (Payments Involving Publications That Influence the Market Price of a Security)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 198 (October 14, 2015)

Page Range		61863-61864
FR Document		2015-26034
Federal Register, Volume 80 Issue 198 (Wednesday, October 14, 2015)
[Federal Register Volume 80, Number 198 (Wednesday, October 14, 2015)]
[Notices]
[Pages 61863-61864]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-26034]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76093; File No. SR-EDGA-2015-38]


Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Rule 3.13 (Payments Involving Publications That Influence the Market 
Price of a Security)

October 7, 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 September 23, 2015, EDGA Exchange, Inc. (``Exchange'' or ``EDGA'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been substantially prepared by the Exchange. The Exchange has 
designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with 
the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend EDGA Rule 3.13 to update 
references to recently amended FINRA rules and make a ministerial, non-
substantive change. The text of the proposed rule change is available 
at the Exchange's Web site at www.batstrading.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Rule 3.13 to update references to a 
recently amended FINRA rule and make a ministerial, non-substantive 
change. Rule 3.13(a) prohibits Exchange members from ``directly or 
indirectly, giv[ing], permit[ting] to be given, or offer[ing] to give 
anything of value to any person for the purpose of influencing or 
rewarding the action of such person in connection with the publication 
or circulation in any electronic or other public media, including any 
investment service or similar publication, Web site, newspaper, 
magazine or other periodical, radio, or television program of any 
matter that has, or is intended to have, an effect upon the market 
price of any security.'' The Exchange proposes to amend paragraph (a) 
by replacing the term ``Web site'' with ``Web site''.
    Rule 3.13(b) sets forth exceptions to the prohibitions under 
paragraph (a) set forth above. These exceptions allow for compensation 
paid to a person in connection with the publication or circulation of: 
(i) A communication that is clearly distinguishable as paid 
advertising; (ii) a communication that discloses the receipt of 
compensation and the amount thereof in accordance with Section 17(b) of 
the Securities Act of 1933; or (iii) a research report, as that term is 
defined in NASD Rule 2711. Rule 3.13 also states that FINRA is in the 
process of consolidating certain NASD rules into a new FINRA rulebook. 
This provision also states that ``[i]f the provisions of NASD Rule 2711 
are transferred into the FINRA rulebook, then Rule 2711 shall be 
construed to require Exchange members to comply with FINRA rule 
corresponding to NASD Rule 2711 (regardless of whether such rule is 
renumbered or amended) as if such rule were part of the Rules of the 
Exchange.''
    The Commission recently approved a proposed rule change by FINRA to 
transfer NASD Rule 2711 to the FINRA rulebook and redesignate it as 
FINRA Rule 2241.\5\ This was proposed as part of FIRNA's process of 
consolidating certain NASD rules into the new FINRA rulebook. To 
reflect the approval of this recent FINRA proposed rule change, the 
Exchange proposes to replace the reference to NASD Rule 2711 with FINRA 
2241 under paragraph (b)(3). The Exchange also proposes to delete the 
provision within Rule 3.13 referencing the transferring of NASD Rule 
2711 to the FINRA rulebook as NASD Rule 2711 was transferred to the 
FINRA rule book as Rule 2241 (described above), as no longer necessary.
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    \5\ See Exchange Act Release No. 75471 (July 16, 2015), 80 FR 
43482 (July 22, 2015) (SR-FINRA-2014-047).
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2. Statutory Basis
    The Exchange believes that proposed rule change is consistent with 
Section 6(b)(5) of the Act,\6\ which requires, among other things, that 
the Exchange's rules 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 
facilitating transactions in securities, and to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system. The Exchange does not propose to amend the prohibition 
or exceptions of any of its Rule 3.13. The Exchange believes that by 
updating cross references to FINRA rules as a result of the transfer of 
NASD Rule 2711 to the FINRA rulebook as FINRA Rule 2241 and making a 
ministerial, non-substantive change the proposed rule change would 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system by avoiding potential investor and 
member confusion. The Exchange believes that these clarifying changes 
also would, in general, protect investors and the public interest.
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    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange does not 
propose to amend the prohibition or exceptions of any of its Rule 3.13. 
The proposed rule change

[[Page 61864]]

is not designed to address any competitive issues but rather update 
Rule 3.13 to reflect the recent amendment to a referenced FINRA rule 
and make a ministerial, non-substantive change.

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

    The Exchange has neither solicited nor received written comments on 
the proposal.

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

    The Exchange has designated this rule filing as non-controversial 
under Section 19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6) 
thereunder.\8\ Because the 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 after the date of the filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
and Rule 19b-4(f)(6) thereunder.\9\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4.
    \9\ Rule 19b-4(f)(6) also requires that the Exchange give the 
Commission written notice of its intent to file the proposed rule 
change, along with a brief description and text of the proposed rule 
change, at least five business days prior to the date of filing of 
the proposed rule change, or such shorter time as designated by the 
Commission. The Exchange satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily temporarily suspend the rule 
change if it appears to the Commission that this action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings under Section 19(b)(2)(B) of the 
Act \10\ to determine whether the proposed rule should be approved or 
disapproved.
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    \10\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposal 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 No. SR-EDGA-2015-38 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 No. SR-EDGA-2015-38. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File No. SR-EDGA-2015-38 and should be  
submitted on or before November 4, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-26034 Filed 10-13-15; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 198 / Wednesday, October 14, 2015 / Notices 61863

For the Commission, by the Division of II. Self-Regulatory Organization’s if such rule were part of the Rules of the
Trading and Markets, pursuant to delegated Statement of the Purpose of, and Exchange.’’
authority.14 Statutory Basis for, the Proposed Rule The Commission recently approved a
Robert W. Errett, Change proposed rule change by FINRA to
Deputy Secretary. In its filing with the Commission, the transfer NASD Rule 2711 to the FINRA
[FR Doc. 2015–26028 Filed 10–13–15; 8:45 am] Exchange included statements rulebook and redesignate it as FINRA
concerning the purpose of, and basis for, Rule 2241.5 This was proposed as part
BILLING CODE 8011–01–P
the proposed rule change and discussed of FIRNA’s process of consolidating
any comments it received on the certain NASD rules into the new FINRA
SECURITIES AND EXCHANGE proposed rule change. The text of these rulebook. To reflect the approval of this
statements may be examined at the recent FINRA proposed rule change, the
COMMISSION
places specified in Item IV below. The Exchange proposes to replace the
Exchange has prepared summaries, set reference to NASD Rule 2711 with
[Release No. 34–76093; File No. SR–EDGA– FINRA 2241 under paragraph (b)(3). The
forth in Sections A, B, and C below, of
2015–38] Exchange also proposes to delete the
the most significant parts of such
statements. provision within Rule 3.13 referencing
Self-Regulatory Organizations; EDGA the transferring of NASD Rule 2711 to
Exchange, Inc.; Notice of Filing and A. Self-Regulatory Organization’s the FINRA rulebook as NASD Rule 2711
Immediate Effectiveness of a Proposed Statement of the Purpose of, and was transferred to the FINRA rule book
Rule Change To Amend Rule 3.13 Statutory Basis for, the Proposed Rule as Rule 2241 (described above), as no
(Payments Involving Publications That Change longer necessary.
Influence the Market Price of a 1. Purpose
Security) 2. Statutory Basis
The Exchange proposes to amend
The Exchange believes that proposed
October 7, 2015. Rule 3.13 to update references to a
rule change is consistent with Section
recently amended FINRA rule and make
Pursuant to Section 19(b)(1) of the 6(b)(5) of the Act,6 which requires,
a ministerial, non-substantive change.
Securities Exchange Act of 1934 among other things, that the Exchange’s
Rule 3.13(a) prohibits Exchange
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 rules be designed to prevent fraudulent
members from ‘‘directly or indirectly,
notice is hereby given that on and manipulative acts and practices, to
giv[ing], permit[ting] to be given, or
September 23, 2015, EDGA Exchange, promote just and equitable principles of
offer[ing] to give anything of value to
Inc. (‘‘Exchange’’ or ‘‘EDGA’’) filed with trade, to foster cooperation and
any person for the purpose of
the Securities and Exchange influencing or rewarding the action of coordination with persons engaged in
Commission (‘‘Commission’’) the such person in connection with the facilitating transactions in securities,
proposed rule change as described in publication or circulation in any and to remove impediments to and
Items I and II below, which Items have electronic or other public media, perfect the mechanism of a free and
been substantially prepared by the including any investment service or open market and a national market
Exchange. The Exchange has designated similar publication, Web site, system. The Exchange does not propose
newspaper, magazine or other to amend the prohibition or exceptions
this proposal as a ‘‘non-controversial’’
periodical, radio, or television program of any of its Rule 3.13. The Exchange
proposed rule change pursuant to
of any matter that has, or is intended to believes that by updating cross
Section 19(b)(3)(A) of the Act 3 and Rule references to FINRA rules as a result of
19b–4(f)(6)(iii) thereunder,4 which have, an effect upon the market price of
any security.’’ The Exchange proposes the transfer of NASD Rule 2711 to the
renders it effective upon filing with the FINRA rulebook as FINRA Rule 2241
Commission. The Commission is to amend paragraph (a) by replacing the
term ‘‘Web site’’ with ‘‘Web site’’. and making a ministerial, non-
publishing this notice to solicit substantive change the proposed rule
comments on the proposed rule change Rule 3.13(b) sets forth exceptions to
the prohibitions under paragraph (a) set change would remove impediments to
from interested persons. and perfect the mechanism of a free and
forth above. These exceptions allow for
I. Self-Regulatory Organization’s compensation paid to a person in open market and a national market
Statement of the Terms of Substance of connection with the publication or system by avoiding potential investor
circulation of: (i) A communication that and member confusion. The Exchange
the Proposed Rule Change
is clearly distinguishable as paid believes that these clarifying changes
The Exchange filed a proposal to advertising; (ii) a communication that also would, in general, protect investors
amend EDGA Rule 3.13 to update discloses the receipt of compensation and the public interest.
references to recently amended FINRA and the amount thereof in accordance B. Self-Regulatory Organization’s
rules and make a ministerial, non- with Section 17(b) of the Securities Act Statement on Burden on Competition
substantive change. The text of the of 1933; or (iii) a research report, as that
term is defined in NASD Rule 2711. The Exchange does not believe that
proposed rule change is available at the
Rule 3.13 also states that FINRA is in the proposed rule change would impose
Exchange’s Web site at
the process of consolidating certain any burden on competition that is not
www.batstrading.com, at the principal necessary or appropriate in furtherance
office of the Exchange, and at the NASD rules into a new FINRA rulebook.
This provision also states that ‘‘[i]f the of the purposes of the Act. The
Commission’s Public Reference Room. Exchange does not propose to amend
tkelley on DSK3SPTVN1PROD with NOTICES

provisions of NASD Rule 2711 are
transferred into the FINRA rulebook, the prohibition or exceptions of any of
14 17 then Rule 2711 shall be construed to its Rule 3.13. The proposed rule change
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1). require Exchange members to comply 5 See Exchange Act Release No. 75471 (July 16,
2 17 CFR 240.19b–4. with FINRA rule corresponding to 2015), 80 FR 43482 (July 22, 2015) (SR–FINRA–
3 15 U.S.C. 78s(b)(3)(A). NASD Rule 2711 (regardless of whether 2014–047).
4 17 CFR 240.19b–4(f)(6)(iii). such rule is renumbered or amended) as 6 15 U.S.C. 78f(b)(5).

VerDate Sep<11>2014 16:39 Oct 13, 2015 Jkt 238001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\14OCN1.SGM 14OCN1
61864 Federal Register / Vol. 80, No. 198 / Wednesday, October 14, 2015 / Notices

is not designed to address any Electronic Comments SECURITIES AND EXCHANGE
competitive issues but rather update COMMISSION
Rule 3.13 to reflect the recent • Use the Commission’s Internet
amendment to a referenced FINRA rule comment form (http://www.sec.gov/ Sunshine Act Meeting
and make a ministerial, non-substantive rules/sro.shtml); or
change. • Send an email to rule-comments@ Notice is hereby given, pursuant to
sec.gov. Please include File No. SR– the provisions of the Government in the
C. Self-Regulatory Organization’s
EDGA–2015–38 on the subject line. Sunshine Act, Public Law 94–409, that
Statement on Comments on the
Proposed Rule Change Received From the Securities and Exchange
Paper Comments Commission Investor Advisory
Members, Participants or Others
• Send paper comments in triplicate Committee will hold a meeting on
The Exchange has neither solicited Thursday, October 15, 2015, in Multi-
nor received written comments on the to Secretary, Securities and Exchange
Commission, 100 F Street NE., Purpose Room LL–006 at the
proposal. Commission’s headquarters, 100 F
Washington, DC 20549–1090.
III. Date of Effectiveness of the Street NE., Washington, DC. The
All submissions should refer to File meeting will begin at 10 a.m. (ET) and
Proposed Rule Change and Timing for
Commission Action No. SR–EDGA–2015–38. This file will be open to the public. Seating will
number should be included on the be on a first-come, first-served basis.
The Exchange has designated this rule subject line if email is used. To help the
filing as non-controversial under Doors will open at 9 a.m. Visitors will
Commission process and review your be subject to security checks. The
Section 19(b)(3)(A) of the Act 7 and Rule comments more efficiently, please use
19b–4(f)(6) thereunder.8 Because the meeting will be webcast on the
only one method. The Commission will Commission’s Web site at www.sec.gov.
proposed rule change does not: (i) post all comments on the Commission’s
Significantly affect the protection of Internet Web site (http://www.sec.gov/ On September 22, 2015, the
investors or the public interest; (ii) rules/sro.shtml). Copies of the Commission issued notice of the
impose any significant burden on Committee meeting (Release No. 33–
submission, all subsequent
competition; and (iii) become operative 9924), indicating that the meeting is
amendments, all written statements
for 30 days after the date of the filing, open to the public (except during that
or such shorter time as the Commission with respect to the proposed rule
change that are filed with the portion of the meeting reserved for an
may designate if consistent with the administrative work session during
protection of investors and the public Commission, and all written
communications relating to the lunch), and inviting the public to
interest, the proposed rule change has submit written comments to the
become effective pursuant to Section proposed rule change between the
Commission and any person, other than Committee. This Sunshine Act notice is
19(b)(3)(A) of the Act and Rule 19b– being issued because a quorum of the
4(f)(6) thereunder.9 those that may be withheld from the
public in accordance with the Commission may attend the meeting.
At any time within 60 days of the
filing of the proposed rule change, the provisions of 5 U.S.C. 552, will be The agenda for the meeting includes:
Commission may summarily available for Web site viewing and Remarks from Commissioners; a
temporarily suspend the rule change if printing in the Commission’s Public discussion of recent market structure
it appears to the Commission that this Reference Room, 100 F Street NE., developments; a discussion of
action is: (i) Necessary or appropriate in Washington, DC 20549, on official exchange-traded fund pricing; a report
the public interest; (ii) for the protection business days between the hours of of the Committee chair regarding
of investors; or (iii) otherwise in 10:00 a.m. and 3:00 p.m. Copies of such Committee matters; a discussion of SEC
furtherance of the purposes of the Act. filing will also be available for enforcement priorities; and a nonpublic
If the Commission takes such action, the inspection and copying at the principal administrative work session during
Commission shall institute proceedings office of the Exchange. All comments lunch.
under Section 19(b)(2)(B) of the Act 10 to received will be posted without change; For further information, please contact the
determine whether the proposed rule the Commission does not edit personal Office of the Secretary at (202) 551–5400.
should be approved or disapproved. identifying information from Dated: October 8, 2015.
IV. Solicitation of Comments submissions. You should submit only
Brent J. Fields,
information that you wish to make
Interested persons are invited to Secretary.
submit written data, views and available publicly. All submissions
[FR Doc. 2015–26158 Filed 10–9–15; 11:15 am]
arguments concerning the foregoing, should refer to File No. SR–EDGA–
including whether the proposal is 2015–38 and should be submitted on or BILLING CODE 8011–01–P

consistent with the Act. Comments may before November 4, 2015.
be submitted by any of the following For the Commission, by the Division of
methods: Trading and Markets, pursuant to delegated
authority.11
7 15 U.S.C. 78s(b)(3)(A). Robert W. Errett,
8 17 CFR 240.19b–4.
9 Rule 19b–4(f)(6) also requires that the Exchange
Deputy Secretary.
tkelley on DSK3SPTVN1PROD with NOTICES

give the Commission written notice of its intent to [FR Doc. 2015–26034 Filed 10–13–15; 8:45 am]
file the proposed rule change, along with a brief BILLING CODE 8011–01–P
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
satisfied this requirement.
10 15 U.S.C. 78s(b)(2)(B). 11 17 CFR 200.30–3(a)(12).

VerDate Sep<11>2014 16:39 Oct 13, 2015 Jkt 238001 PO 00000 Frm 00075 Fmt 4703 Sfmt 9990 E:\FR\FM\14OCN1.SGM 14OCN1
Document Created: 2018-02-27 08:50:13
Document Modified: 2018-02-27 08:50:13
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 61863