80 FR 9284 - Consolidated Tape Association; Order Approving the Nineteenth Substantive Amendment to the Second Restatement of the Consolidated Tape Association Plan

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 34 (February 20, 2015)

Page Range		9284-9285
FR Document		2015-03521
Federal Register, Volume 80 Issue 34 (Friday, February 20, 2015)
[Federal Register Volume 80, Number 34 (Friday, February 20, 2015)]
[Notices]
[Pages 9284-9285]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-03521]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74264; File No. SR-CTA-2014-04]


Consolidated Tape Association; Order Approving the Nineteenth 
Substantive Amendment to the Second Restatement of the Consolidated 
Tape Association Plan

February 12, 2015.

I. Introduction

    On December 24, 2014, the Consolidated Tape Association (``CTA'') 
Plan participants (collectively the ``Participants'') \1\ filed with 
the Securities and Exchange Commission (``SEC'' or ``Commission'') 
pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act''),\2\ and Rule 608 thereunder,\3\ a proposal to amend the 
Second Restatement of the CTA Plan (``CTA Plan'').\4\ The proposal 
represents the nineteenth substantive amendment to the CTA Plan 
(``Nineteenth Amendment to the CTA Plan''), and reflects changes 
unanimously adopted by the Participants. The Nineteenth Amendment to 
the CTA Plan (``Amendment'') would reduce the maximum time within which 
Participants must report trades from 90 seconds to 10 seconds, subject 
to the Participants' obligation to report trades as soon as 
practicable. The proposed Amendment was published for comment in the 
Federal Register on January 7, 2015.\5\ No comment letters were 
received in response to the Notice. This order approves the proposed 
Amendment to the Plan.
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    \1\ Each participant executed the proposed amendment. The 
Participants are: BATS Exchange, Inc., BATS-Y Exchange, Inc., 
Chicago Board Options Exchange, Incorporated, Chicago Stock 
Exchange, Inc., EDGA Exchange, Inc. (``EDGA''), EDGX Exchange, Inc. 
(``EDGX''), Financial Industry Regulatory Authority, Inc. 
(``FINRA''), International Securities Exchange, LLC, NASDAQ OMX BX, 
Inc. (``Nasdaq BX''), NASDAQ OMX PHLX, Inc. (``Nasdaq PSX''), Nasdaq 
Stock Market LLC, National Stock Exchange, Inc., New York Stock 
Exchange LLC (``NYSE''), NYSE Arca, Inc. and NYSE MKT LLC (formerly 
NYSE Amex, Inc.).
    \2\ 15 U.S.C. 78k-1.
    \3\ 17 CFR 242.608.
    \4\See Securities Exchange Act Release No. 10787 (May 10, 1974), 
39 FR 1799 (declaring the CTA Plan effective). The CTA Plan, 
pursuant to which markets collect and disseminate last sale price 
information for non-NASDAQ listed securities, is a ``transaction 
reporting plan'' under Rule 601 under the Act, 17 CFR 242.601, and a 
``national market system plan'' under Rule 608 under the Act, 17 CFR 
242.608.
    \5\ See Securities Exchange Act Release No. 73971 (December 31, 
2014), 80 FR 908 (``Notice'').
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II. Description of the Proposal

    Currently, Section VIII(a) (Responsibility of Exchange 
Participants) of the CTA Plan provides that each Participant will ``(i) 
report all last sale prices relating to transactions in Eligible 
Securities as promptly as possible, (ii) establish and maintain 
collection and reporting procedures and facilities such as to assure 
that under normal conditions not less than 90% of such last sale prices 
will be reported within that period of time (not in excess of one and 
one-half minutes) after the time of execution as may be determined by 
CTA from time to time in light of experience, and (iii) designate as 
``late'' any last sale price not collected and reported in accordance 
with the above-referenced procedures.''
    The Amendment proposes to shorten the maximum time within which 
Participants must report trades from 90 seconds to 10 seconds, subject 
to the Participants' obligation to report trades as soon as 
practicable. It also proposes to remove the qualifier that called for 
trade reports to meet the time requirement not less than 90 percent of 
the time under normal conditions.

III. Discussion

    After careful review, the Commission finds that the proposed 
Amendment to the Plan is consistent with the requirements of the Act 
and the rules

[[Page 9285]]

and regulations thereunder,\6\ and, in particular, Section 11A(a)(1) of 
the Act \7\ and Rule 608 thereunder \8\ in that it is necessary or 
appropriate in the public interest, for the protection of investors and 
the maintenance of fair and orderly markets, to remove impediments to, 
and perfect the mechanisms of, a national market system.
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    \6\ The Commission has considered the proposed amendment's 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
    \7\ 15 U.S.C. 78k-1(a)(1).
    \8\ 17 CFR 240.608.
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    The proposal is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\9\ which sets forth Congress' finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations and transactions in securities. These goals are furthered by 
the proposed changes requiring that Participants report trades as soon 
as practicable, but no later than 10 seconds, following execution (or 
cancellation, as applicable) as they bring the trade reporting 
requirement more in line with current industry practice, as the markets 
have become more automated and more efficient. In addition, the change 
will make the trade reporting requirement consistent across the two 
transaction reporting plans for equity securities \10\ and FINRA.\11\
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    \9\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \10\ The participants of the Joint Self-Regulatory Organization 
Plan Governing the Collection, Consolidation and Dissemination of 
Quotation and Transaction Information for Nasdaq-Listed Securities 
Traded on Exchanges on an Unlisted Trading Privileges Basis 
(``Nasdaq/UTP Plan'') also proposed to amend the trade reporting 
requirement under the Nasdaq/UTP Plan to require that transactions 
be reported as soon as practicable, but no later than 10 seconds 
following execution. See Securities Exchange Act Release No. 73970 
(December 31, 2014), 80 FR 910 (January 7, 2015) (File No. S7-24-89) 
(Notice of Filing of Amendment No. 34 to the Nasdaq/UTP Plan).
    \11\ See Securities Exchange Act Release No. 69561 (May 13, 
2013), 78 FR 29190 (May 17, 2013) (File No. SR-FINRA-2013-013) 
(order approving FINRA rule to require FINRA members to report over-
the-counter transactions in Eligible Securities to FINRA as soon as 
practicable, but no later than 10 seconds following execution).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 11A of the Act,\12\ 
and the rules thereunder, that the proposed Amendment to the CTA Plan 
(File No. SR-CTA-2014-04) is approved.
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    \12\ 15 U.S.C. 78k-1.
    \13\ 17 CFR 200.30-3(a)(27).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Brent J. Fields,
Secretary.
[FR Doc. 2015-03521 Filed 2-19-15; 8:45 am]
BILLING CODE 8011-01-P
9284 Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices

ACTION: Notice of roundtable discussion; will post all comments on the (‘‘CTA Plan’’).4 The proposal represents
request for comment. Commission’s Internet Web site (http:// the nineteenth substantive amendment
www.sec.gov/rules/other.shtml). to the CTA Plan (‘‘Nineteenth
SUMMARY: The Securities and Exchange Comments are also available for Web Amendment to the CTA Plan’’), and
Commission will host a roundtable to site viewing and printing in the reflects changes unanimously adopted
explore ways to improve the proxy Commission’s Public Reference Room,
voting process. The roundtable will by the Participants. The Nineteenth
100 F Street NE., Washington, DC Amendment to the CTA Plan
focus on universal proxy ballots and 20549, on official business days
retail participation in the proxy process. (‘‘Amendment’’) would reduce the
between the hours of 10:00 a.m. and maximum time within which
Roundtable panelists will discuss the 3:00 p.m. All comments received will be
state of contested director elections and Participants must report trades from 90
posted without change; we do not edit seconds to 10 seconds, subject to the
whether changes should be made to the personal identifying information from
federal proxy rules to facilitate the use Participants’ obligation to report trades
submissions. You should submit only
of universal proxy ballots by as soon as practicable. The proposed
information that you wish to make
management and proxy contestants. In Amendment was published for
available publicly.
addition, panelists will discuss the state comment in the Federal Register on
FOR FURTHER INFORMATION CONTACT:
law, logistical and disclosure issues January 7, 2015.5 No comment letters
Christina Chalk, Senior Special Counsel,
presented by a possible universal proxy were received in response to the Notice.
Division of Corporation Finance, at 202–
ballot process. Roundtable panelists also This order approves the proposed
551–3440, or Raymond Be, Special
will discuss strategies for increasing Amendment to the Plan.
Counsel, Division of Corporation
retail shareholder participation in the
Finance, at 202–551–3500, Securities II. Description of the Proposal
proxy process, including how
and Exchange Commission, 100 F Street
technology might affect retail Currently, Section VIII(a)
NE., Washington, DC 20549.
participation and whether the format of (Responsibility of Exchange
disclosure could be improved to By the Commission.
Participants) of the CTA Plan provides
increase the engagement of shareholders Dated: February 13, 2015.
that each Participant will ‘‘(i) report all
and how the mechanics of voting could Jill M. Peterson,
last sale prices relating to transactions
be improved to affect retail shareholder Assistant Secretary.
in Eligible Securities as promptly as
participation. [FR Doc. 2015–03509 Filed 2–19–15; 8:45 am]
The roundtable discussion will be possible, (ii) establish and maintain
BILLING CODE 8011–01–P
held in the multi-purpose room of the collection and reporting procedures and
Securities and Exchange Commission facilities such as to assure that under
headquarters at 100 F Street NE., normal conditions not less than 90% of
SECURITIES AND EXCHANGE
Washington, DC, on February 19, 2015 COMMISSION such last sale prices will be reported
from 9:30 a.m. to approximately 1:00 within that period of time (not in excess
[Release No. 34–74264; File No. SR–CTA– of one and one-half minutes) after the
p.m. The public is invited to observe the 2014–04]
roundtable discussion. Seating will be time of execution as may be determined
available on a first-come, first-serve by CTA from time to time in light of
Consolidated Tape Association; Order
basis. The roundtable discussion will Approving the Nineteenth Substantive experience, and (iii) designate as ‘‘late’’
also be available via webcast on the Amendment to the Second any last sale price not collected and
Commission’s Web site at www.sec.gov. Restatement of the Consolidated Tape reported in accordance with the above-
DATES: The roundtable discussion will Association Plan referenced procedures.’’
take place on February 19, 2015. The The Amendment proposes to shorten
Commission will accept comments February 12, 2015.
the maximum time within which
regarding issues addressed at the I. Introduction Participants must report trades from 90
roundtable until March 31, 2015. On December 24, 2014, the seconds to 10 seconds, subject to the
ADDRESSES: Comments may be Consolidated Tape Association (‘‘CTA’’) Participants’ obligation to report trades
submitted by any of the following Plan participants (collectively the as soon as practicable. It also proposes
methods: ‘‘Participants’’) 1 filed with the to remove the qualifier that called for
Electronic Comments Securities and Exchange Commission trade reports to meet the time
(‘‘SEC’’ or ‘‘Commission’’) pursuant to requirement not less than 90 percent of
• Use the Commission’s internet the time under normal conditions.
Section 11A of the Securities Exchange
comment form (http://sec.gov/rules/
Act of 1934 (‘‘Act’’),2 and Rule 608 III. Discussion
other.shtml); or
• Send an email to rule-comments@ thereunder,3 a proposal to amend the
sec.gov. Please include File Number Second Restatement of the CTA Plan After careful review, the Commission
4–681 on the subject line. finds that the proposed Amendment to
1 Each participant executed the proposed
the Plan is consistent with the
Paper Comments amendment. The Participants are: BATS Exchange,
Inc., BATS–Y Exchange, Inc., Chicago Board
requirements of the Act and the rules
• Send paper comments in triplicate Options Exchange, Incorporated, Chicago Stock
to Secretary, Securities and Exchange Exchange, Inc., EDGA Exchange, Inc. (‘‘EDGA’’), 4See Securities Exchange Act Release No. 10787

Commission, 100 F Street NE., EDGX Exchange, Inc. (‘‘EDGX’’), Financial Industry (May 10, 1974), 39 FR 1799 (declaring the CTA Plan
TKELLEY on DSK3SPTVN1PROD with NOTICES

Regulatory Authority, Inc. (‘‘FINRA’’), International effective). The CTA Plan, pursuant to which
Washington, DC 20549–1090. Securities Exchange, LLC, NASDAQ OMX BX, Inc. markets collect and disseminate last sale price
All submissions should refer to File (‘‘Nasdaq BX’’), NASDAQ OMX PHLX, Inc. information for non-NASDAQ listed securities, is a
Number 4–681. This file number should (‘‘Nasdaq PSX’’), Nasdaq Stock Market LLC, ‘‘transaction reporting plan’’ under Rule 601 under
National Stock Exchange, Inc., New York Stock the Act, 17 CFR 242.601, and a ‘‘national market
be included on the subject line if email Exchange LLC (‘‘NYSE’’), NYSE Arca, Inc. and system plan’’ under Rule 608 under the Act, 17 CFR
is used. To help us process and review NYSE MKT LLC (formerly NYSE Amex, Inc.). 242.608.
your comments more efficiently, please 2 15 U.S.C. 78k–1. 5 See Securities Exchange Act Release No. 73971

only use one method. The Commission 3 17 CFR 242.608. (December 31, 2014), 80 FR 908 (‘‘Notice’’).

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Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 9285

and regulations thereunder,6 and, in For the Commission, by the Division of Qualifications Department will issue a
particular, Section 11A(a)(1) of the Act 7 Trading and Markets, pursuant to delegated written denial to the company.5 A
authority.13 company denied listing on Nasdaq may
and Rule 608 thereunder 8 in that it is
necessary or appropriate in the public Brent J. Fields, appeal the denial to a Listing
interest, for the protection of investors Secretary. Qualifications Hearings Panel
and the maintenance of fair and orderly [FR Doc. 2015–03521 Filed 2–19–15; 8:45 am] (‘‘Hearings Panel’’).6
markets, to remove impediments to, and BILLING CODE 8011–01–P According to Nasdaq, investors view
perfect the mechanisms of, a national a company’s decision to seek initial
listing on the Exchange as a positive
market system.
SECURITIES AND EXCHANGE development, and companies often
The proposal is consistent with COMMISSION publicize their intention to apply for
Section 11A(a)(1)(C)(iii) of the Act,9 listing.7 Nasdaq believes that the public
[Release No. 34–74279; File No. SR–
which sets forth Congress’ finding that NASDAQ–2014–102] is therefore interested in the outcome of
it is in the public interest and an application for initial listing. Nasdaq
appropriate for the protection of Self-Regulatory Organizations; The proposes to require that a company that
investors and the maintenance of fair NASDAQ Stock Market LLC; Order receives a written determination
and orderly markets to assure the Granting Approval of Proposed Rule denying its application for listing must,
availability to brokers, dealers, and Change To Require That a Company within four business days, make a
investors of information with respect to Publicly Disclose the Denial of a public announcement in a press release
quotations and transactions in Listing Application or other Regulation FD compliant
securities. These goals are furthered by manner about the receipt of the
February 13, 2015. determination and the Nasdaq Rule(s)
the proposed changes requiring that
Participants report trades as soon as I. Introduction upon which the determination is based.
The company must describe each
practicable, but no later than 10 On December 11, 2014, The NASDAQ
specific basis and concern identified by
seconds, following execution (or Stock Market LLC (‘‘Nasdaq’’ or
Nasdaq in reaching the determination. If
cancellation, as applicable) as they bring ‘‘Exchange’’) filed with the Securities
the public announcement is not made
the trade reporting requirement more in and Exchange Commission
by the company within the time allotted
line with current industry practice, as (‘‘Commission’’), pursuant to section
or does not include all of the required
the markets have become more 19(b)(1) of the Securities Exchange Act
information, Nasdaq will make a public
automated and more efficient. In of 1934 (‘‘Act’’) 1 and Rule 19b–4
announcement with the required
addition, the change will make the trade thereunder,2 a proposed rule change to
information and, if the company appeals
reporting requirement consistent across require companies to disclose the denial
the determination as set forth in Nasdaq
the two transaction reporting plans for of an initial listing application. The
Rule 5815, the Hearings Panel will
equity securities 10 and FINRA.11 proposed rule change was published for consider the company’s failure to make
comment in the Federal Register on the public announcement in considering
IV. Conclusion December 30, 2014.3 The Commission whether to list the company. Nasdaq
received no comments on the proposed also proposes to clarify in Rule 5205
It is therefore ordered, pursuant to rule change. This order approves the
Section 11A of the Act,12 and the rules that a company may withdraw its
proposed rule change. application for initial listing at any time.
thereunder, that the proposed
Amendment to the CTA Plan (File No. II. Description of Proposed Rule Change III. Discussion and Commission
SR–CTA–2014–04) is approved. In its filing, Nasdaq stated that it Findings
processes between 200 and 300 After careful review, the Commission
6 The Commission has considered the proposed applications each year from companies finds that the proposed rule change is
amendment’s impact on efficiency, competition, seeking to list securities on Nasdaq. consistent with the requirements of the
and capital formation. 15 U.S.C. 78c(f). According to the Exchange, while most
7 15 U.S.C. 78k–1(a)(1).
Act and the rules and regulations
applicants meet the listing requirements thereunder applicable to a national
8 17 CFR 240.608.
(or are prepared to take action to meet securities exchange.8 In particular, the
9 15 U.S.C. 78k–1(a)(1)(C)(iii).

10 The participants of the Joint Self-Regulatory
those requirements before listing) in Commission finds that the proposed
Organization Plan Governing the Collection,
some cases a company does not meet rule change is consistent with section
Consolidation and Dissemination of Quotation and the requirements and is not willing, or 6(b)(5) of the Act,9 which requires,
Transaction Information for Nasdaq-Listed able, to comply. Nasdaq may also deny among other things, that the rules of a
Securities Traded on Exchanges on an Unlisted a listing application based on public national securities exchange be
Trading Privileges Basis (‘‘Nasdaq/UTP Plan’’) also interest concerns even though the
proposed to amend the trade reporting requirement designed to prevent fraudulent and
company meets all quantitative listing manipulative acts and practices, to
under the Nasdaq/UTP Plan to require that
transactions be reported as soon as practicable, but requirements.4 In either case, Nasdaq promote just and equitable principles of
no later than 10 seconds following execution. See will inform the company of the trade, to remove impediments to, and
Securities Exchange Act Release No. 73970 outcome, and the company may perfect the mechanism of, a free and
(December 31, 2014), 80 FR 910 (January 7, 2015) withdraw its application before the
(File No. S7–24–89) (Notice of Filing of open market and a national market
application is formally denied. If the system and, in general, to protect
Amendment No. 34 to the Nasdaq/UTP Plan).
company does not withdraw its
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11 See Securities Exchange Act Release No. 69561

(May 13, 2013), 78 FR 29190 (May 17, 2013) (File application, then the Nasdaq Listing 5 See Nasdaq Rule 5810.
No. SR–FINRA–2013–013) (order approving FINRA 6 See Nasdaq Rule 5815.
rule to require FINRA members to report over-the- 1 15 U.S.C. 78s(b)(1). 7 See Notice, supra note 3.
counter transactions in Eligible Securities to FINRA 2 17 CFR 240.19b–4. 8 In approving this proposal, the Commission has
as soon as practicable, but no later than 10 seconds 3 See Securities Exchange Act Release No. 73912 considered the proposed rule’s impact on
following execution). (December 22, 2014), 79 FR 78540 (December 30, efficiency, competition, and capital formation. See
12 15 U.S.C. 78k–1. 2014) (‘‘Notice’’). 15 U.S.C. 78c(f).
13 17 CFR 200.30–3(a)(27). 4 See Nasdaq Rule 5101 and 5101–1. 9 15 U.S.C. 78f(b)(5).

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Document Created: 2015-12-18 13:01:55
Document Modified: 2015-12-18 13:01:55
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 9284