81_FR_39853 81 FR 39736 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Certain Fees Charged to Securities Listed on Nasdaq Under the Rule 5700 Series

81 FR 39736 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Certain Fees Charged to Securities Listed on Nasdaq Under the Rule 5700 Series

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 117 (June 17, 2016)

Page Range39736-39738
FR Document2016-14310

Federal Register, Volume 81 Issue 117 (Friday, June 17, 2016)
[Federal Register Volume 81, Number 117 (Friday, June 17, 2016)]
[Notices]
[Pages 39736-39738]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-14310]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78047; File No. SR-NASDAQ-2016-077]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Eliminate Certain Fees Charged to Securities Listed on Nasdaq Under the 
Rule 5700 Series

June 13, 2016.
    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 June 1, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to eliminate certain fees charged to 
securities listed on Nasdaq under the Rule 5700 Series.
    The text of the proposed rule change is detailed below. Proposed 
new language is italicized and proposed deletions are in brackets.

* * * * *
5930. Linked Securities, SEEDS, and Other Securities
    (a)-(b) No change.
[(c) Record-Keeping Fee
    A Company that makes a change such as a change to its name, the par 
value or title of its security, or its symbol shall pay a fee of $2,500 
to Nasdaq and submit the appropriate form as designated by Nasdaq.
(d) Substitution Listing Fee
    A Company that implements a Substitution Listing Event, including 
the replacement of, or any significant modification to, the index, 
portfolio, or Reference Asset underlying a security, shall pay a fee of 
$5,000 to Nasdaq for each event or change and submit the appropriate 
form as designated by Nasdaq.]

[[Page 39737]]

5940. Exchange Traded Products
    The fees in this Rule 5940 shall apply to securities listed under 
the Rule 5700 Series where no other fee schedule is specifically 
applicable. These securities include, but are not limited to, Portfolio 
Depository Receipts, Index Fund Shares, Managed Fund Shares, and 
NextShares.
    (a)-(b) No change.
[(c) Record-Keeping Fee
    A Company that makes a change such as a change to its name, the par 
value or title of its security, or its symbol shall pay a fee of $2,500 
to Nasdaq and submit the appropriate form as designated by Nasdaq.
(d) Substitution Listing Fee
    A Company that implements a Substitution Listing Event, including 
the replacement of, or any significant modification to, the index, 
portfolio, or Reference Asset underlying a security, shall pay a fee of 
$5,000 to Nasdaq for each event or change and submit the appropriate 
form as designated by Nasdaq.]

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 aspects of such 
statements.

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

1. Purpose
    The purpose of the proposed rule change is to eliminate the fees 
for record-keeping changes and substitution listing events charged to 
Linked Securities, SEEDS, Other Securities, and Exchange Traded 
Products listed on Nasdaq. These fees were adopted in November 2015,\3\ 
and, upon further reflection, Nasdaq has determined to remove them. The 
proposed rule change would not affect the notice companies must give 
Nasdaq about record-keeping changes or substitution listing events.\4\
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 76550 (December 3, 
2015), 80 FR 76605 (December 9, 2015) (SR-NASDAQ-2015-146).
    \4\ 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, 
including the replacement of, or any significant modification to, 
the index, portfolio or Reference Asset underlying a security listed 
under the Rule 5700 Series (including, but not limited to, a 
significant modification to the index methodology, a change in the 
index provider, or a change in control of the index provider). Rule 
5250(e)(4) requires a listed company to provide notification to 
Nasdaq about a Substitution Listing Event no later than 15 calendar 
days prior to the implementation of the event.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that this proposal is consistent with Section 6(b) 
of the Act,\5\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among members and issuers and other persons using any facility 
or system which the Exchange operates or controls. This proposal is, in 
addition, not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

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

    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \7\ Similarly, the 
Justice Department has noted the intense competitive environment for 
exchange listings.\8\
---------------------------------------------------------------------------

    \7\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70 
FR 37496, 37499 (June 29, 2005).
    \8\ See ``NASDAQ OMX Group Inc. and IntercontinentalExchange 
Inc. Abandon Their Proposed Acquisition Of NYSE Euronext After 
Justice Department Threatens Lawsuit'' (May 16, 2011), available at 
http://www.justice.gov/atr/public/press_releases/2011/271214.htm.
---------------------------------------------------------------------------

    Nasdaq believes that the proposed change to eliminate the recently 
adopted fees for record-keeping changes and substitution listing events 
charged to securities listed under the Rule 5700 Series is reasonable 
because it is a competitive response to the fees of other exchanges and 
issuers' reaction to Nasdaq's fee change.\9\
---------------------------------------------------------------------------

    \9\ 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. NYSE Arca charges $2,500 for equivalent 
events, but has recently modified other listing fees in connection 
with the listing of Exchange Traded Products. See NYSE Arca 
Equities: Listing Fees; Securities Exchange Act Release No. 77883 
(May 23, 2016), 81 FR 33720 (May 27, 2016) (SR-NYSEArca-2016-69).
---------------------------------------------------------------------------

    Nasdaq also believes that the proposed change is an equitable 
allocation and is not unfairly discriminatory because the Exchange will 
apply the same fee to all similarly situated issuers. While issuers of 
securities listed under the Rule 5700 Series will not be subject to 
fees for record-keeping changes and substitution listing events, and 
other companies will be subject to such fees, this difference is not 
unfairly discriminatory.
    The proposed change merely reinstates a longstanding difference by 
removing fees that were only recently adopted. This longstanding 
difference is not unfairly discriminatory because the 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.\10\
---------------------------------------------------------------------------

    \10\ 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).
---------------------------------------------------------------------------

    Further, other companies that could pay fees for record-keeping 
changes and substitution listing events 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, at this time, have the option to elect an all-
inclusive fee alternative. Nasdaq believes that the lower existing 
fees, lack of an all-inclusive fee alternative, and competitive 
considerations are reasonable, fair, and equitable reasons to charge 
issuers of securities listed under the Rule 5700 Series different fees 
than other Nasdaq-listed companies, including not charging them for 
record-keeping changes and substitution listing events.
    The proposed change will not impact the resources available to 
Nasdaq's regulatory program. In that regard, Nasdaq notes that these 
fees were traditionally not charged to securities listed under the Rule 
5700 Series and that there will be no significant decline

[[Page 39738]]

in expected revenue by eliminating the fees.

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

    The proposed rule change will not impose any burden on competition 
not necessary or appropriate in furtherance of the purposes of the Act.
    The market for listing services is extremely competitive and listed 
companies may easily list on competing venues if they deem fee levels 
at a particular exchange to be excessive. In such an environment, the 
Exchange must continually adjust its fees to remain competitive with 
other exchanges.
    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

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\11\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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: (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 to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2016-077 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-2016-077.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-2016-077 and should 
be submitted on or before July 8, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

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

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-14310 Filed 6-16-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                39736                            Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices

                                                change’s consistency with the Act and                   Paper Comments                                          SECURITIES AND EXCHANGE
                                                the rules thereunder. Specifically, the                                                                         COMMISSION
                                                Commission believes that OCC’s                            • Send paper comments in triplicate
                                                proposed rule change raises questions as                to Secretary, Securities and Exchange
                                                                                                                                                                [Release No. 34–78047; File No. SR–
                                                to whether it is consistent with: (i)                   Commission, 100 F Street NE.,                           NASDAQ–2016–077]
                                                Section 17A(b)(3)(I) of the Act,45 which                Washington, DC 20549–1090.
                                                provides that clearing agency rules                     All submissions should refer to File                    Self-Regulatory Organizations; The
                                                cannot impose a burden on competition                   Number SR–OCC–2016–004. This file                       NASDAQ Stock Market LLC; Notice of
                                                that is not necessary or appropriate in                 number should be included on the                        Filing and Immediate Effectiveness of
                                                furtherance of the purposes of the Act;                                                                         Proposed Rule Change To Eliminate
                                                                                                        subject line if email is used. To help the
                                                (ii) Section 17A(b)(3)(D) of the Act,46                                                                         Certain Fees Charged to Securities
                                                                                                        Commission process and review your
                                                which requires clearing agency rules to                                                                         Listed on Nasdaq Under the Rule 5700
                                                provide for the equitable allocation of                 comments more efficiently, please use
                                                                                                                                                                Series
                                                reasonable dues, fees and other charges                 only one method. The Commission will
                                                among its participants; (iii) Rule 17Ad–                post all comments on the Commission’s                   June 13, 2016.
                                                22(d)(1) under the Act,47 which requires                Internet Web site (http://www.sec.gov/                     Pursuant to Section 19(b)(1) of the
                                                clearing agencies to establish,                         rules/sro.shtml). Copies of the                         Securities Exchange Act of 1934
                                                implement, maintain and enforce                         submission, all subsequent                              (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                written policies and procedures                         amendments, all written statements                      notice is hereby given that on June 1,
                                                reasonably designed to provide a well-                  with respect to the proposed rule                       2016, The NASDAQ Stock Market LLC
                                                founded, transparent, and enforceable                   change that are filed with the                          (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
                                                legal framework; and (iv) Rule 17Ad–                    Commission, and all written                             Securities and Exchange Commission
                                                22(d)(7) under the Act,48 which requires                communications relating to the                          (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                                clearing agencies to establish,                         proposed rule change between the                        rule change as described in Items I, II,
                                                implement, maintain and enforce                         Commission and any person, other than                   and III, below, which Items have been
                                                written policies and procedures                         those that may be withheld from the                     prepared by the Exchange. The
                                                reasonably designed to evaluate the                     public in accordance with the                           Commission is publishing this notice to
                                                potential sources of risks that can arise               provisions of 5 U.S.C. 552, will be                     solicit comments on the proposed rule
                                                when a clearing agency establishes links                available for Web site viewing and                      change from interested persons.
                                                to clear or settle trades, and ensure that              printing in the Commission’s Public                     I. Self-Regulatory Organization’s
                                                the risks are managed prudently on an                   Reference Room, 100 F Street NE.,                       Statement of the Terms of Substance of
                                                ongoing basis.                                          Washington, DC 20549, on official                       the Proposed Rule Change
                                                V. Request for Written Comments                         business days between the hours of
                                                                                                        10:00 a.m. and 3:00 p.m. Copies of such                    The Exchange proposes to eliminate
                                                   The Commission requests that                                                                                 certain fees charged to securities listed
                                                interested persons provide written                      filings also will be available for
                                                                                                        inspection and copying at the principal                 on Nasdaq under the Rule 5700 Series.
                                                submissions of their views, data, and                                                                              The text of the proposed rule change
                                                arguments with respect to issues raised                 office of OCC and on OCC’s Web site at
                                                                                                        http://www.theocc.com/components/                       is detailed below. Proposed new
                                                by the proposed rule change. In                                                                                 language is italicized and proposed
                                                particular, the Commission invites the                  docs/legal/rules_and_bylaws/sr_occ_16_
                                                                                                        004.pdf. All comments received will be                  deletions are in brackets.
                                                written views of interested persons
                                                concerning whether the proposed rule                    posted without change; the Commission                   *          *       *      *    *
                                                change is consistent with Sections                      does not edit personal identifying
                                                                                                        information from submissions. You                       5930. Linked Securities, SEEDS, and
                                                17A(b)(3)(I) and 17A(b)(3)(D) of the Act
                                                                                                        should submit only information that                     Other Securities
                                                and Rules 17Ad–22(d)(1) and 17Ad–
                                                22(d)(7) under the Act, or any other                    you wish to make available publicly.                        (a)–(b) No change.
                                                provision of the Act, or the rules and                     All submissions should refer to File
                                                regulations thereunder.                                                                                         [(c) Record-Keeping Fee
                                                                                                        Number SR–OCC–2016–004 and should
                                                   Interested persons are invited to                                                                              A Company that makes a change such
                                                                                                        be submitted on or before July 8, 2016.
                                                submit written data, views, and                                                                                 as a change to its name, the par value
                                                                                                        If comments are received, any rebuttal
                                                arguments on or before July 8, 2016.                                                                            or title of its security, or its symbol shall
                                                Any person who wishes to file a rebuttal                comments should be submitted on or
                                                                                                        before July 22, 2016.                                   pay a fee of $2,500 to Nasdaq and
                                                to any other person’s submission must                                                                           submit the appropriate form as
                                                file that rebuttal on or before July 22,                  For the Commission, by the Division of                designated by Nasdaq.
                                                2016. Comments may be submitted by                      Trading and Markets, pursuant to delegated
                                                any of the following methods:                           authority.49                                            (d) Substitution Listing Fee
                                                Electronic Comments                                     Robert W. Errett,                                         A Company that implements a
                                                                                                        Deputy Secretary.                                       Substitution Listing Event, including
                                                  • Use the Commission’s Internet
                                                comment form (http://www.sec.gov/                       [FR Doc. 2016–14315 Filed 6–16–16; 8:45 am]             the replacement of, or any significant
                                                rules/sro.shtml); or                                    BILLING CODE 8011–01–P                                  modification to, the index, portfolio, or
                                                  • Send an email to rule-comments@                                                                             Reference Asset underlying a security,
sradovich on DSK3TPTVN1PROD with NOTICES




                                                sec.gov. Please include File Number SR–                                                                         shall pay a fee of $5,000 to Nasdaq for
                                                OCC–2016–004 on the subject line.                                                                               each event or change and submit the
                                                                                                                                                                appropriate form as designated by
                                                  45 15 U.S.C. 78q–1(b)(3)(I).                                                                                  Nasdaq.]
                                                  46 15 U.S.C. 78q–1(b)(3)(D).
                                                  47 17 CFR 240.17Ad–22(d)(1).                                                                                      1 15   U.S.C. 78s(b)(1).
                                                  48 17 CFR 240.17Ad–22(d)(7).                            49 17   CFR 200.30–3(a)(57).                              2 17   CFR 240.19b–4.



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                                                                                Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices                                                       39737

                                                5940. Exchange Traded Products                          must give Nasdaq about record-keeping                  exchanges and issuers’ reaction to
                                                                                                        changes or substitution listing events.4               Nasdaq’s fee change.9
                                                  The fees in this Rule 5940 shall apply                                                                          Nasdaq also believes that the
                                                to securities listed under the Rule 5700                2. Statutory Basis
                                                                                                                                                               proposed change is an equitable
                                                Series where no other fee schedule is                      Nasdaq believes that this proposal is               allocation and is not unfairly
                                                specifically applicable. These securities               consistent with Section 6(b) of the Act,5              discriminatory because the Exchange
                                                include, but are not limited to, Portfolio              in general, and furthers the objectives of             will apply the same fee to all similarly
                                                Depository Receipts, Index Fund Shares,                 Sections 6(b)(4) and 6(b)(5) of the Act,6              situated issuers. While issuers of
                                                Managed Fund Shares, and NextShares.                    in particular, in that it provides for the             securities listed under the Rule 5700
                                                  (a)–(b) No change.                                    equitable allocation of reasonable dues,               Series will not be subject to fees for
                                                                                                        fees, and other charges among members                  record-keeping changes and substitution
                                                [(c) Record-Keeping Fee
                                                                                                        and issuers and other persons using any                listing events, and other companies will
                                                  A Company that makes a change such                    facility or system which the Exchange                  be subject to such fees, this difference
                                                as a change to its name, the par value                  operates or controls. This proposal is, in             is not unfairly discriminatory.
                                                or title of its security, or its symbol shall           addition, not designed to permit unfair                   The proposed change merely
                                                pay a fee of $2,500 to Nasdaq and                       discrimination between customers,                      reinstates a longstanding difference by
                                                submit the appropriate form as                          issuers, brokers, or dealers.                          removing fees that were only recently
                                                designated by Nasdaq.                                      The Commission and the courts have                  adopted. This longstanding difference is
                                                                                                        repeatedly expressed their preference                  not unfairly discriminatory because the
                                                (d) Substitution Listing Fee                            for competition over regulatory                        fees for securities listed under the Rule
                                                  A Company that implements a                           intervention in determining prices,                    5700 Series are generally lower than the
                                                Substitution Listing Event, including                   products, and services in the securities               listing fees for other types of issuers,
                                                the replacement of, or any significant                  markets. In Regulation NMS, while                      reflecting the passive nature of these
                                                modification to, the index, portfolio, or               adopting a series of steps to improve the              issuers and the extreme focus on their
                                                Reference Asset underlying a security,                  current market model, the Commission                   expenses as a means for various
                                                shall pay a fee of $5,000 to Nasdaq for                 highlighted the importance of market                   products to compete.10
                                                each event or change and submit the                     forces in determining prices and SRO                      Further, other companies that could
                                                appropriate form as designated by                       revenues and, also, recognized that                    pay fees for record-keeping changes and
                                                Nasdaq.]                                                current regulation of the market system                substitution listing events had the
                                                                                                        ‘‘has been remarkably successful in                    option to avoid the fee by electing to be
                                                II. Self-Regulatory Organization’s                      promoting market competition in its                    on Nasdaq’s all-inclusive annual fee,
                                                Statement of the Purpose of, and                        broader forms that are most important to               which eliminates the fees for these
                                                Statutory Basis for, the Proposed Rule                  investors and listed companies.’’ 7                    events. Securities listed under the Rule
                                                Change                                                  Similarly, the Justice Department has                  5700 Series do not, at this time, have the
                                                                                                        noted the intense competitive                          option to elect an all-inclusive fee
                                                  In its filing with the Commission, the                environment for exchange listings.8                    alternative. Nasdaq believes that the
                                                Exchange included statements                                                                                   lower existing fees, lack of an all-
                                                                                                           Nasdaq believes that the proposed
                                                concerning the purpose of and basis for                                                                        inclusive fee alternative, and
                                                                                                        change to eliminate the recently
                                                the proposed rule change and discussed                                                                         competitive considerations are
                                                                                                        adopted fees for record-keeping changes
                                                any comments it received on the                                                                                reasonable, fair, and equitable reasons to
                                                                                                        and substitution listing events charged
                                                proposed rule change. The text of these                                                                        charge issuers of securities listed under
                                                                                                        to securities listed under the Rule 5700
                                                statements may be examined at the                                                                              the Rule 5700 Series different fees than
                                                                                                        Series is reasonable because it is a
                                                places specified in Item IV below. The                                                                         other Nasdaq-listed companies,
                                                                                                        competitive response to the fees of other
                                                Exchange has prepared summaries, set                                                                           including not charging them for record-
                                                forth in sections A, B, and C below, of                                                                        keeping changes and substitution listing
                                                                                                           4 Rule 5250(e)(3) defines a ‘‘Record Keeping
                                                the most significant aspects of such                    Change’’ as any change to a company’s name, the        events.
                                                statements.                                             par value or title of its security, its symbol, or a      The proposed change will not impact
                                                                                                        similar change and requires a listed company to
                                                A. Self-Regulatory Organization’s                       provide notification to Nasdaq no later than 10 days
                                                                                                                                                               the resources available to Nasdaq’s
                                                Statement of the Purpose of, and                        after the change. Rule 5005(a)(40) defines a           regulatory program. In that regard,
                                                Statutory Basis for, the Proposed Rule                  ‘‘Substitution Listing Event’’ as certain changes in   Nasdaq notes that these fees were
                                                Change                                                  the equity or legal structure of a company,            traditionally not charged to securities
                                                                                                        including the replacement of, or any significant
                                                                                                        modification to, the index, portfolio or Reference
                                                                                                                                                               listed under the Rule 5700 Series and
                                                1. Purpose                                                                                                     that there will be no significant decline
                                                                                                        Asset underlying a security listed under the Rule
                                                   The purpose of the proposed rule                     5700 Series (including, but not limited to, a
                                                                                                        significant modification to the index methodology,        9 BATS does not charge a fee for equivalent
                                                change is to eliminate the fees for                     a change in the index provider, or a change in         events. See Chapter XIV of the Rules of the BATS
                                                record-keeping changes and substitution                 control of the index provider). Rule 5250(e)(4)        Exchange and Rule 14.13 of the BATS Exchange
                                                listing events charged to Linked                        requires a listed company to provide notification to   Listing Rules. NYSE Arca charges $2,500 for
                                                Securities, SEEDS, Other Securities, and                Nasdaq about a Substitution Listing Event no later     equivalent events, but has recently modified other
                                                                                                        than 15 calendar days prior to the implementation      listing fees in connection with the listing of
                                                Exchange Traded Products listed on                      of the event.                                          Exchange Traded Products. See NYSE Arca
                                                Nasdaq. These fees were adopted in                         5 15 U.S.C. 78f(b).
                                                                                                                                                               Equities: Listing Fees; Securities Exchange Act
sradovich on DSK3TPTVN1PROD with NOTICES




                                                November 2015,3 and, upon further                          6 15 U.S.C. 78f(b)(4) and (5).
                                                                                                                                                               Release No. 77883 (May 23, 2016), 81 FR 33720
                                                reflection, Nasdaq has determined to                       7 Securities Exchange Act Release No. 51808         (May 27, 2016) (SR–NYSEArca–2016–69).
                                                remove them. The proposed rule change                   (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).       10 For example, entry fees for securities listed on
                                                                                                           8 See ‘‘NASDAQ OMX Group Inc. and                   the Nasdaq Global Market under the Rule 5700
                                                would not affect the notice companies
                                                                                                        IntercontinentalExchange Inc. Abandon Their            Series range from $5,000 to $45,000 pursuant to
                                                                                                        Proposed Acquisition Of NYSE Euronext After            Rules 5930 and 5940, whereas entry fees for other
                                                  3 Securities Exchange Act Release No. 76550           Justice Department Threatens Lawsuit’’ (May 16,        companies listed on the Nasdaq Global Market
                                                (December 3, 2015), 80 FR 76605 (December 9,            2011), available at http://www.justice.gov/atr/        range from $125,000 to $225,000 pursuant to Rule
                                                2015) (SR–NASDAQ–2015–146).                             public/press_releases/2011/271214.htm.                 5910(a).



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                                                39738                                Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices

                                                in expected revenue by eliminating the                       • Send an email to rule-comments@                     SECURITIES AND EXCHANGE
                                                fees.                                                      sec.gov. Please include File Number SR–                 COMMISSION
                                                B. Self-Regulatory Organization’s                          NASDAQ–2016–077 on the subject line.
                                                Statement on Burden on Competition                                                                                 [File No. 500–1]
                                                                                                           Paper Comments
                                                  The proposed rule change will not                                                                                In the Matter of MIT Holding, Inc.;
                                                impose any burden on competition not                         • Send paper comments in triplicate
                                                                                                                                                                   Order of Suspension of Trading
                                                necessary or appropriate in furtherance                    to Secretary, Securities and Exchange
                                                of the purposes of the Act.                                Commission, 100 F Street NE.,                           June 15, 2016
                                                  The market for listing services is                       Washington, DC 20549–1090.                                 It appears to the Securities and
                                                extremely competitive and listed                           All submissions should refer to File                    Exchange Commission (‘‘Commission’’)
                                                companies may easily list on competing                                                                             that there is a lack of current and
                                                                                                           Number SR–NASDAQ–2016–077.This
                                                venues if they deem fee levels at a                                                                                accurate information concerning the
                                                                                                           file number should be included on the
                                                particular exchange to be excessive. In                                                                            securities of MIT Holding, Inc.
                                                                                                           subject line if email is used. To help the
                                                such an environment, the Exchange                                                                                  (‘‘MITD 1’’) (CIK No. 1367416), a
                                                must continually adjust its fees to                        Commission process and review your                      delinquent Delaware corporation
                                                remain competitive with other                              comments more efficiently, please use                   located in Los Angeles, California with
                                                exchanges.                                                 only one method. The Commission will                    a class of securities registered with the
                                                  This rule proposal does not burden                       post all comments on the Commission’s                   Commission pursuant to Securities
                                                competition with other listing venues,                     Internet Web site (http://www.sec.gov/                  Exchange Act of 1934 (‘‘Exchange Act’’)
                                                which are similarly free to set their fees,                rules/sro.shtml). Copies of the                         Section 12(g) because it is delinquent in
                                                but rather reflects the competition                        submission, all subsequent                              its periodic filings with the
                                                between listing venues and will further                    amendments, all written statements                      Commission, having not filed any
                                                enhance such competition. For these                        with respect to the proposed rule                       periodic reports since it filed a Form
                                                reasons, Nasdaq does not believe that                      change that are filed with the                          10–Q for the period ended September
                                                the proposed rule change will result in                    Commission, and all written                             30, 2015. Moreover, MITD’s Form 10–K
                                                any burden on competition for listings.                    communications relating to the                          for the period ended December 31, 2014
                                                C. Self-Regulatory Organization’s                          proposed rule change between the                        failed to comply with Exchange Act and
                                                Statement on Comments on the                               Commission and any person, other than                   regulations thereunder because it did
                                                Proposed Rule Change Received From                         those that may be withheld from the                     not include audited financial
                                                Members, Participants, or Others                           public in accordance with the                           statements. Also, the financial
                                                                                                           provisions of 5 U.S.C. 552, will be                     statements accompanying MITD’s Forms
                                                  No written comments were either                                                                                  10–Q for the periods ending March 31,
                                                solicited or received.                                     available for Web site viewing and
                                                                                                           printing in the Commission’s Public                     June 30, and September 30, 2015 were
                                                III. Date of Effectiveness of the                          Reference Room, 100 F Street NE.,                       not reviewed by an auditor as required
                                                Proposed Rule Change and Timing for                        Washington, DC 20549, on official                       by Commission rules. On January 19,
                                                Commission Action                                          business days between the hours of                      2016, the Commission’s Division of
                                                   The foregoing rule change has become                                                                            Corporation Finance (‘‘Corporation
                                                                                                           10:00 a.m. and 3:00 p.m. Copies of the
                                                effective pursuant to Section                                                                                      Finance’’) sent a delinquency letter to
                                                                                                           filing also will be available for
                                                19(b)(3)(A)(ii) of the Act.11                                                                                      MITD requesting compliance with its
                                                                                                           inspection and copying at the principal                 periodic filing requirements which was
                                                   At any time within 60 days of the                       office of the Exchange. All comments
                                                filing of the proposed rule change, the                                                                            delivered. As of June 8, 2016, the
                                                                                                           received will be posted without change;                 common stock of MITD was quoted on
                                                Commission summarily may                                   the Commission does not edit personal
                                                temporarily suspend such rule change if                                                                            OTC Link operated by OTC Markets
                                                                                                           identifying information from                            Group Inc. (formerly ‘‘Pink Sheets’’),
                                                it appears to the Commission that such
                                                                                                           submissions. You should submit only                     had eight market makers, and was
                                                action is: (i) Necessary or appropriate in
                                                the public interest; (ii) for the protection               information that you wish to make                       eligible for the ‘‘piggyback’’ exception of
                                                of investors; or (iii) otherwise in                        available publicly. All submissions                     Exchange Act Rule 15c2–11(f)(3).
                                                furtherance of the purposes of the Act.                    should refer to File Number SR–                            The Commission is of the opinion that
                                                If the Commission takes such action, the                   NASDAQ–2016–077 and should be                           the public interest and the protection of
                                                Commission shall institute proceedings                     submitted on or before July 8, 2016.                    investors require a suspension of trading
                                                to determine whether the proposed rule                       For the Commission, by the Division of                in the securities of the above-listed
                                                should be approved or disapproved.                         Trading and Markets, pursuant to delegated              company. Therefore, it is ordered,
                                                                                                           authority.12                                            pursuant to Section 12(k) of the
                                                IV. Solicitation of Comments                                                                                       Securities Exchange Act of 1934, that
                                                                                                           Robert W. Errett,
                                                  Interested persons are invited to                                                                                trading in the securities of the above-
                                                submit written data, views, and                            Deputy Secretary.                                       listed company is suspended for the
                                                arguments concerning the foregoing,                        [FR Doc. 2016–14310 Filed 6–16–16; 8:45 am]             period from 9:30 a.m. EDT on June 15,
                                                including whether the proposed rule                        BILLING CODE 8011–01–P                                  2016, through 11:59 p.m. EDT on June
                                                change is consistent with the Act.                                                                                 28, 2016.
                                                Comments may be submitted by any of                                                                                   By the Commission.
sradovich on DSK3TPTVN1PROD with NOTICES




                                                the following methods:
                                                                                                                                                                   Jill M. Peterson,
                                                Electronic Comments                                                                                                Assistant Secretary.
                                                  • Use the Commission’s Internet                                                                                  [FR Doc. 2016–14477 Filed 6–15–16; 4:15 pm]
                                                comment form (http://www.sec.gov/                                                                                  BILLING CODE 8011–01–P
                                                rules/sro.shtml); or
                                                                                                                                                                     1 The short form of the issuer’s name is also its
                                                  11 15   U.S.C. 78s(b)(3)(A)(ii).                           12 17   CFR 200.30–3(a)(12).                          stock symbol.



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Document Created: 2016-06-17 01:04:50
Document Modified: 2016-06-17 01:04:50
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 Citation81 FR 39736 

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