80_FR_76841 80 FR 76605 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Record Keeping Change and Substitution Listing Event Fees for Securities Listed Under the Rule 5700 Series

80 FR 76605 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Record Keeping Change and Substitution Listing Event Fees for Securities Listed Under the Rule 5700 Series

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 236 (December 9, 2015)

Page Range76605-76607
FR Document2015-30941

Federal Register, Volume 80 Issue 236 (Wednesday, December 9, 2015)
[Federal Register Volume 80, Number 236 (Wednesday, December 9, 2015)]
[Notices]
[Pages 76605-76607]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-30941]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76550; File No. SR-NASDAQ-2015-146]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt Record Keeping Change and Substitution Listing Event Fees for 
Securities Listed Under the Rule 5700 Series

December 3, 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 November 23, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') 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 the Exchange. 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

    Nasdaq is proposing to adopt record keeping change and substitution 
listing event fees for securities listed under the Rule 5700 Series.\3\ 
The text of the proposed rule change is available at 
nasdaq.cchwallstreet.com, at Nasdaq's principal office, and at the 
Commission's Public Reference Room.
---------------------------------------------------------------------------

    \3\ The Exchange originally filed SR-NASDAQ-2015-118 on October 
23, 2015, which was replaced by SR-NASDAQ-2015-139 on November 4, 
2015. SR-NASDAQ-2015-139 was replaced by SR-NASDAQ-2015-141 on 
November 11, 2015. The instant proposal replaces SR-NASDAQ-2015-141 
in its entirety.
---------------------------------------------------------------------------

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

    In its filing with the Commission, Nasdaq 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 those 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
    Nasdaq rules require issuers to notify Nasdaq about certain record 
keeping changes and substitution listing events. Specifically, Rule 
5250(e)(3) defines a ``Record Keeping Change'' as any change to a 
company's name, the par value or title of its security, its symbol, or 
a similar change and requires a listed company to provide notification 
to Nasdaq no later than 10 days after the change. Rule 5005(a)(40) 
defines a ``Substitution Listing Event'' as certain changes in the 
equity or legal structure of a company\4\ and Rule 5250(e)(4) requires 
a listed company to provide notification to Nasdaq about these events 
no later than 15 calendar days prior to the implementation of the 
event. While most listed companies pay fees in connection with these 
notifications,\5\ issuers of securities listed under the Rule 5700 
Series, including Linked Securities and Exchange Traded Products such 
as Portfolio Depository Receipts, Index Fund Shares, and Managed Fund 
Shares, are required to notify Nasdaq about Record Keeping Changes and 
Substitution Listing Events, but are not currently subject to the fees 
for such notifications. Nasdaq proposes to adopt a $2,500 fee for any 
such issuer providing a Record Keeping Change and a $5,000 fee for any 
such issuer effecting a Substitution Listing Event. These fees will 
apply for each security affected by the event. The fees will be used to 
address the costs associated with maintaining and revising Nasdaq's 
records, collecting and verifying the underlying information, and 
distributing the information to market participants when issuers with 
securities listed under the

[[Page 76606]]

Rule 5700 Series engage in these actions. In addition, in the case of a 
Substitution Listing Event, the fee will also offset the cost of 
Nasdaq's review of the substituted entity for compliance with the 
listing requirements.
---------------------------------------------------------------------------

    \4\ A ``Substitution Listing Event'' means: A reverse stock 
split, re-incorporation or a change in the company's place of 
organization, the formation of a holding company that replaces a 
listed company, reclassification or exchange of a company's listed 
shares for another security, the listing of a new class of 
securities in substitution for a previously-listed class of 
securities, a business combination described in IM-5101-2 (unless 
the transaction was publicly announced in a press release or Form 8-
K prior to October 15, 2013), or any technical change whereby the 
Shareholders of the original company receive a share-for-share 
interest in the new company without any change in their equity 
position or rights.
    \5\ The fee is $7,500 for a company making a Record Keeping 
Change and $15,000 for a company executing a Substitution Listing 
Event. See Rules 5910(e) and (f) (Nasdaq Global and Global Select 
Markets) and Rules 5920(d) and (e) (Nasdaq Capital Market). 
Companies on the all-inclusive annual fee are not subject to these 
separate fees. See IM-5910-1(c) and IM-5920-1(c).
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\6\ in general, and with 
Sections 6(b)(4) and (5) of the Act,\7\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among its members, issuers and other persons using its 
facilities, and does not unfairly discriminate between customers, 
issuers, brokers or dealers.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The proposed Record Keeping Change and Substitution Listing Event 
fees are reasonable and equitably allocated in that they are designed 
to compensate Nasdaq for the work required in connection with effecting 
changes that the issuer has initiated. Record Keeping Changes require 
Nasdaq to update its systems and distribute information about the 
changes to the marketplace. Substitution Listing Events involve similar 
updates and information dissemination and also require Nasdaq to review 
the issuer's listing compliance. Other listed companies currently pay 
fees for these changes and it is reasonable and equitable to similarly 
allocate costs through these modest fees to issuers of securities 
listed under the Rule 5700 Series when they take actions resulting in 
Record Keeping Changes or Substitution Listing Events.
    In addition, while the proposed fees could be lower than those 
charged other companies for similar actions, Nasdaq believes it is not 
unfairly discriminatory to charge a slightly lower fee for these 
issuers. First, the listing fees for securities listed under the Rule 
5700 Series are generally lower than the listing fees for other types 
of issuers, reflecting the passive nature of these issuers and the 
extreme focus on their expenses as a means for various products to 
compete.\8\ In that regard, the proposed $5,000 Substitution Listing 
Event fee is the same amount as the minimum Entry Fee paid under Rules 
5930 and 5940 for these products, and will similarly offset the costs 
of reviewing the substitute entity for compliance with the listing 
requirements. On the other hand, the $7,500 Record Keeping Fee and 
$15,000 Substitution Listing Fee charged other companies would exceed 
the minimum entry fee that companies listed under the Rule 5700 Series 
are charged, and charging such a higher amount for these changes would 
be incongruent with the lower entry fees they are charged. Further, 
other companies that could pay the Record Keeping Fee and Substitution 
Listing Fee had the option to avoid the fee by electing to be on 
Nasdaq's all-inclusive annual fee, which eliminates the fees for these 
events. Securities listed under the Rule 5700 Series do not have the 
option to elect an all-inclusive fee alternative, and it is therefore 
reasonable and equitable to charge them a lower amount. Nasdaq also 
notes that other market centers also charge lower fees when these types 
of issuers make changes.\9\ Nasdaq believes that the lower existing 
fees, lack of an all-inclusive fee alternative, and competitive 
considerations are reasonable, fair and equitable reasons to propose 
charging issuers of securities listed under the Rule 5700 Series 
different fees than other Nasdaq-listed companies.\10\
---------------------------------------------------------------------------

    \8\ For example, entry fees for securities listed on the Nasdaq 
Global Market under the Rule 5700 Series range from $5,000 to 
$45,000 pursuant to Rules 5930 and 5940, whereas entry fees for 
other companies listed on the Nasdaq Global Market range from 
$125,000 to $225,000 pursuant to Rule 5910(a).
    \9\ NYSE Arca charges $2,500 for equivalent events. See NYSE 
Arca Equities: Listing Fees. BATS does not charge a fee for 
equivalent events. See Chapter XIV of the Rules of the BATS Exchange 
and Rule 14.13 of the BATS Exchange Listing Rules.
    \10\ Nasdaq also notes that Rules 5910(f) and 5920(e) provide 
that the Substitution Listing Event Fee is not applicable to 
securities that are listed on a national securities exchange other 
than Nasdaq and not designated by Nasdaq as Nasdaq national market 
system securities. Nasdaq IM-5220 describes the only current 
circumstance where Nasdaq does not designate a security as a Nasdaq 
national market system security. Specifically, IM-5220 provides that 
Nasdaq will not designate securities that are listed on the New York 
Stock Exchange (NYSE) when the issuing company also lists those 
securities on The Nasdaq Global Market, and that such securities 
therefore will not become subject to the Nasdaq UTP Plan, the 
national market system plan governing securities designated by 
Nasdaq. Because NYSE does not list exchange traded products (such 
products are listed on the affiliated NYSE Arca Exchange), this fee 
exemption is not necessary in Rules 5930 and 5940 because the 
securities listed under the Rule 5700 Series would not be dually 
listed on the NYSE. If Nasdaq later determines to dually list 
products listed under the Rule 5700 Series, including those listed 
on NYSE Arca or BATS Exchange, Nasdaq would file a rule change and 
address whether the Substitution Listing Event Fee should be 
applicable to those securities.
---------------------------------------------------------------------------

    Finally, Nasdaq believes that the proposed fees are consistent with 
the investor protection objectives of Section 6(b)(5) of the Act \11\ 
in that they are designed to promote just and equitable principles of 
trade, to remove impediments to a free and open market and national 
market system, and in general to protect investors and the public 
interest. Specifically, the proposed change will help ensure adequate 
resources are available for Nasdaq to process Record Keeping Changes 
and Substitution Listing Events and distribute information to the 
marketplace about these changes and events.
---------------------------------------------------------------------------

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

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

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

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

    The foregoing change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act\12\. 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 public interest, 
for the protection of investors, or otherwise in furtherance of the 
purposes of the Act.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

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:

[[Page 76607]]

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2015-146 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2015-146. 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 Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2015-146 and should 
be submitted on or before December 30, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Robert W. Errett,
Deputy Secretary.
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

[FR Doc. 2015-30941 Filed 12-8-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                               Federal Register / Vol. 80, No. 236 / Wednesday, December 9, 2015 / Notices                                                      76605

                                                  section 805(b) of the Payment, Clearing                    SECURITIES AND EXCHANGE                               A. Self-Regulatory Organization’s
                                                  and Settlement Supervision Act,27                          COMMISSION                                            Statement of the Purpose of, and
                                                  including that it is consistent with                                                                             Statutory Basis for, the Proposed Rule
                                                  promoting robust risk management and                       [Release No. 34–76550; File No. SR–                   Change
                                                  promoting safety and soundness. The                        NASDAQ–2015–146]                                      1. Purpose
                                                  Commission believes that the proposal
                                                                                                             Self-Regulatory Organizations; The                       Nasdaq rules require issuers to notify
                                                  is consistent with promoting risk
                                                                                                             NASDAQ Stock Market LLC; Notice of                    Nasdaq about certain record keeping
                                                  management because, with this change,
                                                                                                             Filing and Immediate Effectiveness of                 changes and substitution listing events.
                                                  STANS is now designed to recognize                                                                               Specifically, Rule 5250(e)(3) defines a
                                                  the possibility that implied volatility                    Proposed Rule Change To Adopt
                                                                                                             Record Keeping Change and                             ‘‘Record Keeping Change’’ as any
                                                  could change during the two business                                                                             change to a company’s name, the par
                                                  day liquidation time horizon and lead to                   Substitution Listing Event Fees for
                                                                                                             Securities Listed Under the Rule 5700                 value or title of its security, its symbol,
                                                  corresponding changes in the market                                                                              or a similar change and requires a listed
                                                                                                             Series
                                                  prices of the options. This change to                                                                            company to provide notification to
                                                  STANS is consistent with promoting                         December 3, 2015.                                     Nasdaq no later than 10 days after the
                                                  robust risk management because it is                          Pursuant to Section 19(b)(1) of the                change. Rule 5005(a)(40) defines a
                                                  designed so that OCC now will be less                      Securities Exchange Act of 1934                       ‘‘Substitution Listing Event’’ as certain
                                                  likely to face operational disruption in                   (‘‘Act’’)1 and Rule 19b–4 thereunder,2                changes in the equity or legal structure
                                                  the event of a participant default.                        notice is hereby given that, on                       of a company4 and Rule 5250(e)(4)
                                                     This change also is consistent with                     November 23, 2015, The NASDAQ                         requires a listed company to provide
                                                                                                             Stock Market LLC (‘‘Nasdaq’’ or                       notification to Nasdaq about these
                                                  promoting safety and soundness of OCC.
                                                                                                             ‘‘Exchange’’) filed with the Securities               events no later than 15 calendar days
                                                  As a result of this proposal, STANS is
                                                                                                             and Exchange Commission                               prior to the implementation of the
                                                  now designed to recognize a range of                                                                             event. While most listed companies pay
                                                                                                             (‘‘Commission’’) the proposed rule
                                                  possible changes in implied volatility                                                                           fees in connection with these
                                                                                                             change as described in Items I, II, and
                                                  during the two business day liquidation                                                                          notifications,5 issuers of securities listed
                                                                                                             III, below, which Items have been
                                                  time horizon that could lead to                            prepared by the Exchange. The                         under the Rule 5700 Series, including
                                                  corresponding changes in the market                        Commission is publishing this notice to               Linked Securities and Exchange Traded
                                                  prices of Shorter Tenor Options. This                      solicit comments on the proposed rule                 Products such as Portfolio Depository
                                                  change is designed to enable OCC to                        change from interested persons.                       Receipts, Index Fund Shares, and
                                                  more accurately calculate the amount of                                                                          Managed Fund Shares, are required to
                                                  margin a member must post, and,                            I. Self-Regulatory Organization’s                     notify Nasdaq about Record Keeping
                                                  therefore, make it less likely, in the                     Statement of the Terms of Substance of                Changes and Substitution Listing
                                                  event of a member default, that OCC                        the Proposed Rule Change                              Events, but are not currently subject to
                                                  will need to access mutualized clearing                      Nasdaq is proposing to adopt record                 the fees for such notifications. Nasdaq
                                                  fund deposits to cover losses associated                   keeping change and substitution listing               proposes to adopt a $2,500 fee for any
                                                  with such member’s default, which is                       event fees for securities listed under the            such issuer providing a Record Keeping
                                                  consistent with promoting safety and                       Rule 5700 Series.3 The text of the                    Change and a $5,000 fee for any such
                                                  soundness.                                                 proposed rule change is available at                  issuer effecting a Substitution Listing
                                                                                                             nasdaq.cchwallstreet.com, at Nasdaq’s                 Event. These fees will apply for each
                                                     For these reasons, the Commission
                                                                                                             principal office, and at the                          security affected by the event. The fees
                                                  does not object to the advance notice.                                                                           will be used to address the costs
                                                                                                             Commission’s Public Reference Room.
                                                  III. Conclusion                                                                                                  associated with maintaining and
                                                                                                             II. Self-Regulatory Organization’s                    revising Nasdaq’s records, collecting
                                                    It is therefore noticed, pursuant to                     Statement of the Purpose of, and                      and verifying the underlying
                                                  section 806(e)(1)(I) of the Payment,                       Statutory Basis for, the Proposed Rule                information, and distributing the
                                                  Clearing and Settlement Supervision                        Change                                                information to market participants when
                                                  Act,28 that the Commission does not                          In its filing with the Commission,                  issuers with securities listed under the
                                                  object to the proposed change, and                         Nasdaq included statements concerning
                                                  authorizes OCC to implement the                            the purpose of, and basis for, the                      4 A ‘‘Substitution Listing Event’’ means: A reverse

                                                                                                             proposed rule change and discussed any                stock split, re-incorporation or a change in the
                                                  change in this advance notice (SR–                                                                               company’s place of organization, the formation of
                                                  OCC–2015–804) as of the date of this                       comments it received on the proposed                  a holding company that replaces a listed company,
                                                  notice or the date of an order by the                      rule change. The text of those                        reclassification or exchange of a company’s listed
                                                  Commission approving a proposed rule                       statements may be examined at the                     shares for another security, the listing of a new class
                                                                                                             places specified in Item IV below. The                of securities in substitution for a previously-listed
                                                  change that reflects rule changes that are                                                                       class of securities, a business combination
                                                  consistent with this advance notice (SR–                   Exchange has prepared summaries, set                  described in IM–5101–2 (unless the transaction was
                                                  OCC–2015–016), whichever is later.                         forth in sections A, B, and C below, of               publicly announced in a press release or Form 8–
                                                                                                             the most significant parts of such                    K prior to October 15, 2013), or any technical
                                                    By the Commission.                                       statements.                                           change whereby the Shareholders of the original
                                                                                                                                                                   company receive a share-for-share interest in the
                                                  Robert W. Errett,
                                                                                                                                                                   new company without any change in their equity
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  Deputy Secretary.                                            1 15  U.S.C. 78s(b)(1).                             position or rights.
                                                                                                               2 17  CFR 240.19b–4.                                  5 The fee is $7,500 for a company making a
                                                  [FR Doc. 2015–30971 Filed 12–8–15; 8:45 am]
                                                                                                               3 The Exchange originally filed SR–NASDAQ–          Record Keeping Change and $15,000 for a company
                                                  BILLING CODE 8011–01–P                                     2015–118 on October 23, 2015, which was replaced      executing a Substitution Listing Event. See Rules
                                                                                                             by SR–NASDAQ–2015–139 on November 4, 2015.            5910(e) and (f) (Nasdaq Global and Global Select
                                                                                                             SR–NASDAQ–2015–139 was replaced by SR–                Markets) and Rules 5920(d) and (e) (Nasdaq Capital
                                                                                                             NASDAQ–2015–141 on November 11, 2015. The             Market). Companies on the all-inclusive annual fee
                                                    27 12   U.S.C. 5464(b).                                  instant proposal replaces SR–NASDAQ–2015–141          are not subject to these separate fees. See IM–5910–
                                                    28 12   U.S.C. 5465(e)(1)(I).                            in its entirety.                                      1(c) and IM–5920–1(c).



                                             VerDate Sep<11>2014      18:21 Dec 08, 2015   Jkt 238001   PO 00000   Frm 00163   Fmt 4703   Sfmt 4703   E:\FR\FM\09DEN1.SGM   09DEN1


                                                  76606                     Federal Register / Vol. 80, No. 236 / Wednesday, December 9, 2015 / Notices

                                                  Rule 5700 Series engage in these                        compliance with the listing                              general to protect investors and the
                                                  actions. In addition, in the case of a                  requirements. On the other hand, the                     public interest. Specifically, the
                                                  Substitution Listing Event, the fee will                $7,500 Record Keeping Fee and $15,000                    proposed change will help ensure
                                                  also offset the cost of Nasdaq’s review                 Substitution Listing Fee charged other                   adequate resources are available for
                                                  of the substituted entity for compliance                companies would exceed the minimum                       Nasdaq to process Record Keeping
                                                  with the listing requirements.                          entry fee that companies listed under                    Changes and Substitution Listing Events
                                                                                                          the Rule 5700 Series are charged, and                    and distribute information to the
                                                  2. Statutory Basis                                      charging such a higher amount for these                  marketplace about these changes and
                                                     Nasdaq believes that the proposed                    changes would be incongruent with the                    events.
                                                  rule change is consistent with the                      lower entry fees they are charged.
                                                  provisions of Section 6 of the Act,6 in                 Further, other companies that could pay                  B. Self-Regulatory Organization’s
                                                  general, and with Sections 6(b)(4) and                  the Record Keeping Fee and                               Statement on Burden on Competition
                                                  (5) of the Act,7 in particular, in that it              Substitution Listing Fee had the option
                                                  provides for the equitable allocation of                to avoid the fee by electing to be on                       Nasdaq does not believe that the
                                                  reasonable dues, fees, and other charges                Nasdaq’s all-inclusive annual fee, which                 proposed rule change will result in any
                                                  among its members, issuers and other                    eliminates the fees for these events.                    burden on competition that is not
                                                  persons using its facilities, and does not              Securities listed under the Rule 5700                    necessary or appropriate in furtherance
                                                  unfairly discriminate between                           Series do not have the option to elect an                of the purposes of the Act, as amended.
                                                  customers, issuers, brokers or dealers.                 all-inclusive fee alternative, and it is                 The market for listing services is
                                                     The proposed Record Keeping Change                   therefore reasonable and equitable to                    extremely competitive and listed
                                                  and Substitution Listing Event fees are                 charge them a lower amount. Nasdaq                       companies may freely choose alternative
                                                  reasonable and equitably allocated in                   also notes that other market centers also                venues based on the aggregate fees
                                                  that they are designed to compensate                    charge lower fees when these types of                    assessed, and the value provided by the
                                                  Nasdaq for the work required in                         issuers make changes.9 Nasdaq believes                   listing. This rule proposal does not
                                                  connection with effecting changes that                  that the lower existing fees, lack of an                 burden competition with other listing
                                                  the issuer has initiated. Record Keeping                all-inclusive fee alternative, and                       venues, which are similarly free to set
                                                  Changes require Nasdaq to update its                    competitive considerations are                           their fees, but rather reflects the
                                                  systems and distribute information                      reasonable, fair and equitable reasons to                competition between listing venues and
                                                  about the changes to the marketplace.                   propose charging issuers of securities                   will further enhance such competition.
                                                  Substitution Listing Events involve                     listed under the Rule 5700 Series                        For these reasons, Nasdaq does not
                                                  similar updates and information                         different fees than other Nasdaq-listed                  believe that the proposed rule change
                                                  dissemination and also require Nasdaq                   companies.10                                             will result in any burden on
                                                  to review the issuer’s listing                             Finally, Nasdaq believes that the                     competition for listings.
                                                  compliance. Other listed companies                      proposed fees are consistent with the
                                                  currently pay fees for these changes and                investor protection objectives of Section                C. Self-Regulatory Organization’s
                                                  it is reasonable and equitable to                       6(b)(5) of the Act 11 in that they are                   Statement on Comments on the
                                                  similarly allocate costs through these                  designed to promote just and equitable                   Proposed Rule Change Received From
                                                  modest fees to issuers of securities listed             principles of trade, to remove                           Members, Participants, or Others
                                                  under the Rule 5700 Series when they                    impediments to a free and open market
                                                                                                          and national market system, and in                         Written comments were neither
                                                  take actions resulting in Record Keeping
                                                                                                                                                                   solicited nor received.
                                                  Changes or Substitution Listing Events.
                                                     In addition, while the proposed fees                    9 NYSE Arca charges $2,500 for equivalent events.
                                                                                                                                                                   III. Date of Effectiveness of the
                                                  could be lower than those charged other                 See NYSE Arca Equities: Listing Fees. BATS does
                                                                                                          not charge a fee for equivalent events. See Chapter
                                                                                                                                                                   Proposed Rule Change and Timing for
                                                  companies for similar actions, Nasdaq                   XIV of the Rules of the BATS Exchange and Rule           Commission Action
                                                  believes it is not unfairly discriminatory              14.13 of the BATS Exchange Listing Rules.
                                                  to charge a slightly lower fee for these                   10 Nasdaq also notes that Rules 5910(f) and              The foregoing change has become
                                                  issuers. First, the listing fees for                    5920(e) provide that the Substitution Listing Event      effective pursuant to Section
                                                                                                          Fee is not applicable to securities that are listed on   19(b)(3)(A)(ii) of the Act12. At any time
                                                  securities listed under the Rule 5700                   a national securities exchange other than Nasdaq
                                                  Series are generally lower than the                     and not designated by Nasdaq as Nasdaq national          within 60 days of the filing of the
                                                  listing fees for other types of issuers,                market system securities. Nasdaq IM–5220                 proposed rule change, the Commission
                                                  reflecting the passive nature of these                  describes the only current circumstance where            summarily may temporarily suspend
                                                                                                          Nasdaq does not designate a security as a Nasdaq
                                                  issuers and the extreme focus on their                  national market system security. Specifically, IM–
                                                                                                                                                                   such rule change if it appears to the
                                                  expenses as a means for various                         5220 provides that Nasdaq will not designate             Commission that such action is
                                                  products to compete.8 In that regard, the               securities that are listed on the New York Stock         necessary or appropriate in the public
                                                  proposed $5,000 Substitution Listing                    Exchange (NYSE) when the issuing company also            interest, for the protection of investors,
                                                                                                          lists those securities on The Nasdaq Global Market,
                                                  Event fee is the same amount as the                     and that such securities therefore will not become
                                                                                                                                                                   or otherwise in furtherance of the
                                                  minimum Entry Fee paid under Rules                      subject to the Nasdaq UTP Plan, the national market      purposes of the Act.
                                                  5930 and 5940 for these products, and                   system plan governing securities designated by
                                                  will similarly offset the costs of                      Nasdaq. Because NYSE does not list exchange              IV. Solicitation of Comments
                                                                                                          traded products (such products are listed on the
                                                  reviewing the substitute entity for                     affiliated NYSE Arca Exchange), this fee exemption         Interested persons are invited to
                                                                                                          is not necessary in Rules 5930 and 5940 because the      submit written data, views and
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                    6 15 U.S.C. 78f.                                      securities listed under the Rule 5700 Series would
                                                    7 15 U.S.C. 78f(b)(4) and (5).                        not be dually listed on the NYSE. If Nasdaq later
                                                                                                                                                                   arguments concerning the foregoing,
                                                    8 For example, entry fees for securities listed on    determines to dually list products listed under the      including whether the proposed rule
                                                  the Nasdaq Global Market under the Rule 5700            Rule 5700 Series, including those listed on NYSE         change is consistent with the Act.
                                                  Series range from $5,000 to $45,000 pursuant to         Arca or BATS Exchange, Nasdaq would file a rule          Comments may be submitted by any of
                                                  Rules 5930 and 5940, whereas entry fees for other       change and address whether the Substitution
                                                                                                          Listing Event Fee should be applicable to those
                                                                                                                                                                   the following methods:
                                                  companies listed on the Nasdaq Global Market
                                                  range from $125,000 to $225,000 pursuant to Rule        securities.
                                                  5910(a).                                                   11 15 U.S.C. 78f(b)(5).                                12 15   U.S.C. 78s(b)(3)(A)(ii).



                                             VerDate Sep<11>2014   18:21 Dec 08, 2015   Jkt 238001   PO 00000   Frm 00164   Fmt 4703   Sfmt 4703   E:\FR\FM\09DEN1.SGM       09DEN1


                                                                             Federal Register / Vol. 80, No. 236 / Wednesday, December 9, 2015 / Notices                                                       76607

                                                  Electronic Comments                                       SECURITIES AND EXCHANGE                                 A. Self-Regulatory Organization’s
                                                                                                            COMMISSION                                              Statement of the Purpose of, and the
                                                    • Use the Commission’s Internet                                                                                 Statutory Basis for, the Proposed Rule
                                                  comment form (http://www.sec.gov/                         [Release No. 34–76553; File No. SR–NYSE–                Change
                                                  rules/sro.shtml); or                                      2015–59]
                                                                                                                                                                    1. Purpose
                                                    • Send an email to rule-comments@
                                                                                                            Self-Regulatory Organizations; New                         The Exchange proposes to amend
                                                  sec.gov. Please include File Number SR–
                                                                                                            York Stock Exchange LLC; Notice of                      Rule 107C, which governs the
                                                  NASDAQ–2015–146 on the subject line.
                                                                                                            Filing and Immediate Effectiveness of                   Exchange’s Retail Liquidity Program
                                                  Paper Comments                                            Proposed Rule Change Amending Rule                      (the ‘‘Program’’), to distinguish between
                                                                                                            107C To Distinguish Between Retail                      orders routed on behalf of other broker-
                                                    • Send paper comments in triplicate                     Orders Routed on Behalf of Other                        dealers and orders routed on behalf of
                                                  to Secretary, Securities and Exchange                     Broker-Dealers and Retail Orders That                   introduced retail accounts that are
                                                  Commission, 100 F Street NE.,                             Are Routed on Behalf of Introduced                      carried on a fully disclosed basis, as
                                                  Washington, DC 20549–1090.                                Retail Accounts That Are Carried on a                   further described below.
                                                  All submissions should refer to File                      Fully Disclosed Basis                                      The Exchange established the
                                                  Number SR–NASDAQ–2015–146. This                           December 3, 2015.
                                                                                                                                                                    Program in an attempt to attract retail
                                                  file number should be included on the                                                                             order flow to the Exchange, primarily by
                                                                                                               Pursuant to Section 19(b)(1) of the
                                                  subject line if email is used. To help the                                                                        offering pricing incentives. Under the
                                                                                                            Securities Exchange Act of 1934
                                                  Commission process and review your                                                                                Program, Retail Member Organizations 3
                                                                                                            (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                  comments more efficiently, please use                                                                             (‘‘RMOs’’) are permitted to submit Retail
                                                                                                            notice is hereby given that on November
                                                                                                                                                                    Orders,4 and receive rebates for added
                                                  only one method. The Commission will                      19, 2015, New York Stock Exchange
                                                                                                                                                                    liquidity that are higher than the
                                                  post all comments on the Commission’s                     LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
                                                                                                                                                                    exchanges [sic] standard rebates for
                                                  Internet Web site (http://www.sec.gov/                    with the Securities and Exchange
                                                                                                                                                                    added liquidity.5
                                                  rules/sro.shtml). Copies of the                           Commission (‘‘SEC’’ or ‘‘Commission’’)
                                                                                                                                                                       Rule 107C(b)(1) currently states that
                                                  submission, all subsequent                                the proposed rule change as described
                                                                                                                                                                    ‘‘[t]o qualify as a Retail Member
                                                  amendments, all written statements                        in Items I and II below, which Items
                                                                                                                                                                    Organization, a member organization
                                                  with respect to the proposed rule                         have been prepared by the Exchange.
                                                                                                                                                                    must conduct a retail business or handle
                                                  change that are filed with the                            The Commission is publishing this
                                                                                                                                                                    retail orders on behalf of another broker-
                                                  Commission, and all written                               notice to solicit comments on the
                                                                                                                                                                    dealer.’’ Rather than stating that one
                                                  communications relating to the                            proposed rule change from interested
                                                                                                                                                                    way to qualify as an RMO is to ‘‘handle’’
                                                  proposed rule change between the                          persons.
                                                                                                                                                                    retail orders on behalf of another broker-
                                                  Commission and any person, other than                     I. Self-Regulatory Organization’s                       dealer, the Exchange proposes to state
                                                  those that may be withheld from the                       Statement of the Terms of Substance of                  that a member organization may qualify
                                                  public in accordance with the                             the Proposed Rule Change                                as an RMO if it ‘‘routes’’ retail orders on
                                                  provisions of 5 U.S.C. 552, will be                         The Exchange proposes to amend                        behalf of another broker-dealer. The
                                                  available for Web site viewing and                        Rule 107C (‘‘Retail Liquidity Program’’)                Exchange believes that providing
                                                  printing in the Commission’s Public                       to distinguish between retail orders                    routing services on behalf of other
                                                  Reference Room, 100 F Street NE.,                         routed on behalf of other broker-dealers                broker-dealers with retail order flow
                                                  Washington, DC 20549, on official                         and retail orders that are routed on                    better represents the function that
                                                  business days between the hours of                        behalf of introduced retail accounts that               member organizations would be
                                                  10:00 a.m. and 3:00 p.m. Copies of the                    are carried on a fully disclosed basis.                 performing on behalf of other broker-
                                                  filing also will be available for                         The proposed rule change is available                   dealers. Thus, the Exchange believes
                                                  inspection and copying at the principal                   on the Exchange’s Web site at                           that the description would be more
                                                  office of the Exchange. All comments                      www.nyse.com, at the principal office of                transparent if it referred to routing
                                                                                                            the Exchange, and at the Commission’s                   services provided to another broker-
                                                  received will be posted without change;
                                                                                                            Public Reference Room.                                  dealer with retail customers. The
                                                  the Commission does not edit personal
                                                                                                                                                                    Exchange also proposes to distinguish
                                                  identifying information from                              II. Self-Regulatory Organization’s                      such routing services on behalf of
                                                  submissions. You should submit only                       Statement of the Purpose of, and                        another broker-dealer from services
                                                  information that you wish to make                         Statutory Basis for, the Proposed Rule                  provided by broker-dealers that carry
                                                  available publicly. All submissions                       Change                                                  retail customer accounts on a fully
                                                  should refer to File Number SR–                                                                                   disclosed basis, as described below.
                                                  NASDAQ–2015–146 and should be                               In its filing with the Commission, the
                                                                                                            self-regulatory organization included
                                                  submitted on or before December 30,                                                                                 3 As defined in Rule 107C(a)(2), a Retail Member
                                                                                                            statements concerning the purpose of,
                                                  2015.                                                                                                             Organization is a member organization (or division
                                                                                                            and basis for, the proposed rule change                 thereof) that has been approved by the Exchange
                                                    For the Commission, by the Division of                  and discussed any comments it received                  under Rule 107C to submit Retail Orders.
                                                  Trading and Markets, pursuant to delegated                on the proposed rule change. The text                     4 As defined in Rule 107C(a)(3), a Retail Order is

                                                  authority.13                                              of those statements may be examined at                  an agency order or a riskless principal order that
                                                                                                                                                                    meets the criteria of FINRA Rule 5320.03 that
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  Robert W. Errett,                                         the places specified in Item IV below.
                                                                                                                                                                    originates from a natural person and is submitted
                                                  Deputy Secretary.                                         The Exchange has prepared summaries,                    to the Exchange by a Retail Member Organization,
                                                  [FR Doc. 2015–30941 Filed 12–8–15; 8:45 am]               set forth in sections A, B, and C below,                provided that no change is made to the terms of the
                                                                                                            of the most significant parts of such                   order with respect to price or side of market and
                                                  BILLING CODE 8011–01–P                                                                                            the order does not originate from a trading
                                                                                                            statements.
                                                                                                                                                                    algorithm or any other computerized methodology.
                                                                                                                                                                      5 See the Exchange’s Price List, available at
                                                                                                              1 15   U.S.C. 78s(b)(1).                              https://www.nyse.com/publicdocs/nyse/markets/
                                                    13 17   CFR 200.30–3(a)(12).                              2 17   CFR 240.19b–4.                                 nyse/NYSE_Price_List.pdf.



                                             VerDate Sep<11>2014     18:21 Dec 08, 2015   Jkt 238001   PO 00000   Frm 00165     Fmt 4703   Sfmt 4703   E:\FR\FM\09DEN1.SGM   09DEN1



Document Created: 2015-12-14 13:32:52
Document Modified: 2015-12-14 13:32:52
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 76605 

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