81 FR 43327 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reduce the Fees for Certain Real Estate Investment Trusts Listed on Nasdaq
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 127 (July 1, 2016)
Federal Register Volume 81, Issue 127 (July 1, 2016)
| Page Range | 43327-43330 | |
| FR Document | 2016-15714 |
[Federal Register Volume 81, Number 127 (Friday, July 1, 2016)] [Notices] [Pages 43327-43330] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-15714] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78175; File No. SR-NASDAQ-2016-088] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reduce the Fees for Certain Real Estate Investment Trusts Listed on Nasdaq June 28, 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 14, 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 and II 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 The Exchange proposes to reduce the fees for certain Real Estate Investment Trusts (``REITs'') listed on Nasdaq. The text of the proposed rule change is set forth below. Proposed new language is in italics; deleted text is in brackets. * * * * * IM-5910-1. All-Inclusive Annual Listing Fee (a)-(c) No change. (d) The All-Inclusive Annual Listing Fee will be calculated on total shares outstanding according to the following schedules: (1) All domestic and foreign Companies listing equity securities, except as described below: Up to 10 million shares $45,000 10+ to 50 million shares $55,000 50+ to 75 million shares $75,000 75+ to 100 million shares $100,000 100+ to 125 million shares $125,000 125+ to 150 million shares $135,000 Over 150 million shares $155,000 Real Estate Investment Trusts (REITs) are subject to the same fee schedule as other equity securities. For the purpose of determining the total shares outstanding, shares outstanding of all members in a REIT Family listed on the Nasdaq Global Market may be aggregated. The maximum annual fee applicable to such a REIT Family shall not exceed $155,000. For purposes of this rule, a ``REIT Family'' means three or more REITs that are provided management services by the same entity or by entities under common control. (2)-(3) No change. (e) No change. * * * * * IM-5920-1. All-Inclusive Annual Listing Fee (a)-(c) No change. (d) The All-Inclusive Annual Listing Fee will be calculated on total shares outstanding according to the following schedules: (1) All domestic and foreign Companies listing equity securities, except as described below: Up to 10 million shares $42,000 10+ to 50 million shares $55,000 Over 50 million shares $75,000 Real Estate Investment Trusts (REITs) are subject to the same fee schedule as other equity securities. For the purpose of determining the total shares outstanding, shares outstanding of all members in a REIT Family listed on the Nasdaq Capital Market may be aggregated. The maximum annual fee applicable to such a REIT Family shall not exceed $75,000. For purposes of this rule, a ``REIT Family'' means three or more REITs that are provided management services by the same entity or by entities under common control. (2)-(3) No change. (e) No change. * * * * * 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 [[Page 43328]] 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 Nasdaq proposes to allow three or more REITs that are provided management services by the same entity or by entities under common control (a ``REIT Family'') to aggregate the shares outstanding of such REITs for the purpose of determining the annual fee payable to Nasdaq, thus lowering the fees paid by the REIT Family.\3\ --------------------------------------------------------------------------- \3\ REITs currently pay the same annual fees that apply to other equity securities. --------------------------------------------------------------------------- Some publicly traded REITs have their operations externally managed by another entity pursuant to a management agreement. In such cases, the REIT itself does not have any employees. Rather, the external manager is entirely responsible for managing and staffing the operations of the company, in return for management fees. In a limited number of cases, a single entity or affiliated entities externally manage three or more REITs, thus forming a REIT Family. As an incentive for all of the REITs in such a group to list on Nasdaq, Nasdaq proposes to allow three or more REITs under common management to aggregate the shares outstanding of such REITs for the purpose of determining the annual fee payable to Nasdaq.\4\ Nasdaq believes that this will be attractive to management companies that externally manage multiple REITs as it will reduce the REITs' expenses and, therefore, increase the REITs' earnings available to shareholders. --------------------------------------------------------------------------- \4\ For example, three REITs in a REIT Family, each having 55 million total shares outstanding, listed on the Nasdaq Global Market, would be charged $75,000 each under the current All- Inclusive Annual Listing Fee schedule for a total of $225,000. Under the proposed rule such REITs would be charged $155,000 in total, as one entity with 165 million total shares outstanding. --------------------------------------------------------------------------- Nasdaq already allows the sponsor of a family of closed-end funds to aggregate the funds' shares outstanding in a similar manner.\5\ REITs are similar to closed-end funds in that they receive special tax treatment if they distribute most of their income each year. As a result, like closed-end funds, REITs are judged by investors, in large part, based upon the yield that they provide and REITs are therefore extremely fee sensitive. --------------------------------------------------------------------------- \5\ See Securities Exchange Act Release No. 52277 (August 17, 2005), 70 FR 49347 (August 23, 2005) (SR-NASD-2005-96). --------------------------------------------------------------------------- The Exchange expects that the proposed fee change will incentivize external managers to encourage the boards of their managed REITs to avail themselves of the potential reduction in the annual fee and that it will therefore motivate eligible REITs to remain listed on Nasdaq or to transfer their listing to the Nasdaq. The proposed REIT fee structure would apply to both the Nasdaq Global Market and the Nasdaq Capital Market.\6\ REITs listed on the Nasdaq Global Market that are part of a REIT Family will be permitted to aggregate the shares outstanding of such REITs for the purpose of determining the annual fee, and such aggregated shares outstanding will be subject to the same fee schedule as a single REIT listed on the Nasdaq Global Market. --------------------------------------------------------------------------- \6\ Listing Rule 5910 provides that fee schedules for the Nasdaq Global Select Market are the same as fee schedules for the Nasdaq Global Market. --------------------------------------------------------------------------- Similarly, REITs listed on the Nasdaq Capital Market that are part of a REIT Family will be permitted to aggregate the shares outstanding of such REITs for the purpose of determining the annual fee, and such aggregated shares outstanding will be subject to the same fee schedule as a single REIT listed on the Nasdaq Capital Market. The proposed amendment will affect only the All-Inclusive Annual Listing Fee schedule. In 2014, Nasdaq adopted a new All-Inclusive Annual Listing Fee schedule and this new fee structure currently applies to all newly listing companies and will become operative for all listed companies in 2018.\7\ On June 10, 2016, Nasdaq filed a proposed rule change with the Commission to allow currently listed companies that are not on the All-Inclusive Annual Listing Fee schedule to opt-in for 2017.\8\ This will allow any currently listed REIT Family that would like to take advantage of this fee change to do so for their next annual fee. --------------------------------------------------------------------------- \7\ Securities Exchange Act Release No. 73647 (November 19, 2014), 79 FR 70232 (November 25, 2014) (SR-NASDAQ-2014-87). \8\ SR-NASDAQ-2016-085. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\9\ in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\10\ 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, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78f(b). \10\ 15 U.S.C. 78f(b)(4) and (5). --------------------------------------------------------------------------- As a preliminary matter, Nasdaq competes for listings with other national securities exchanges and companies can easily choose to list on, or transfer to, those alternative venues. As a result, the fees Nasdaq can charge listed companies are constrained by the fees charged by its competitors and Nasdaq cannot charge prices in a manner that would be unreasonable, inequitable, or unfairly discriminatory. Nasdaq believes that the proposed fee change allowing a REIT Family to aggregate shares, and pay a lower fee, is reasonable and not unfairly discriminatory because there is a reasonable justification for charging a REIT Family different fees from those charged to other issuers of equity securities. In particular, REITs are similar to closed-end funds in that they receive special tax treatment if they distribute most of their income each year. As a result, like closed-end funds, REITs are judged by investors, in large part, based upon the yield that they provide and are therefore extremely fee sensitive. For these reasons, it is not unfairly discriminatory to afford a REIT Family a similar fee benefit as afforded to a family of closed-end funds, even if such treatment differs from the treatment of operating companies. In addition, Nasdaq notes that a substantial portion of the regulatory cost it incurs in connection with the continued listing of an issuer relates to the review by Nasdaq staff of the issuer's compliance with Nasdaq's corporate governance requirements. Because the REITs in a REIT Family are provided management services by the same entity or by entities under common control, established rapport between REIT managers and Nasdaq staff allows Nasdaq to more efficiently monitor all members of a REIT Family. Nasdaq believes that allowing aggregation of shares outstanding for three or more REITs, rather than two or more REITs, managed by the same entity or entities under common control is not unfairly discriminatory. First, the benefits to Nasdaq described above are more pronounced when there are three or more REITs in the family. In addition, if aggregation is allowed for two REITs, it would lead to additional loss of revenue to Nasdaq. Finally, the proposed fee change is a competitive response to the discount allowed by NYSE, which is also available only to families of three or more REITs.\11\ --------------------------------------------------------------------------- \11\ In 2007, the New York Stock Exchange (``NYSE'') adopted a rule that provides for a discount in annual fees for three or more REITs sharing a common external manager. Securities Exchange Act Release No. 57061 (December 28, 2007), 73 FR 0902 (January 4, 2008) (SR-NYSE-2007-113). In an order approving the NYSE's discount the Commission found that ``it is reasonable for the Exchange to balance its need to remain competitive, while at the same time ensuring adequate revenue to meet is regulatory responsibilities.'' The Commission further found that the NYSE's proposed discount ``does not constitute an inequitable allocation of reasonable dues, fees, and other charges, does not permit unfair discrimination between issuers, and is generally consistent with the Act.'' See Securities Exchange Act Release No. 57291 (February 7, 2008), 73 FR 8387 (February 13, 2008) (approving SR-NYSE-2007-113). --------------------------------------------------------------------------- [[Page 43329]] Nasdaq also notes that no other company will be required to pay higher fees as a result of the proposed amendments. Therefore, Nasdaq believes that allowing a REIT Family to aggregate the shares outstanding of all REITs that are part of the REIT Family is reasonable and not inequitable or unfairly discriminatory. Finally, Nasdaq believes that the proposed fees are consistent with the investor protection objectives of Section 6(b)(5) of the Act \12\ 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. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- Specifically, the amount of revenue forgone by allowing REIT Families to aggregate shares outstanding when calculating fees is not substantial, and the reduced fees may result in more REITs listing on Nasdaq, thereby increasing the resources available for Nasdaq's listing compliance program, which helps to assure that listing standards are properly enforced and investors are protected. Consequently, Nasdaq believes that the potential loss of revenue from the aggregation of shares outstanding in a REIT Family, as proposed, will not hinder its ability to fulfill its regulatory responsibilities. 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 each listing. This rule proposal does not burden competition with other listing venues, which are similarly free to set their fees.\13\ For these reasons, Nasdaq does not believe that the proposed rule change will result in any burden on competition for listings. --------------------------------------------------------------------------- \13\ See footnote 11 above. --------------------------------------------------------------------------- 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 Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(6) thereunder.\15\ --------------------------------------------------------------------------- \14\ 15 U.S.C. 78s(b)(3)(A). \15\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intention to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- A proposed rule change filed under Rule 19b-4(f)(6) normally does not become operative for 30 days from the date of filing. However, Rule 19b-4(f)(6)(iii) \16\ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that REITs have an incentive to list on the Exchange sooner, which additional time the Exchange states will help to prevent potential disruptions to listing REITs that are part of a REIT Family and thereby enhance competition. Based on the foregoing, the Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest for the same reasons stated by the Exchange.\17\ The Commission hereby waives the 30-day operative delay and designates the proposed rule change to be operative upon filing with the Commission. 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. --------------------------------------------------------------------------- \16\ 17 CFR 240.19b-4(f)(6)(iii). \17\ For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- 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 CommentsUse 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-2016-088 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-2016-088. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing will also be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASDAQ-2016-088 and should be submitted on or before July 22, 2016. [[Page 43330]] For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\18\ --------------------------------------------------------------------------- \18\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-15714 Filed 6-30-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 127 / Friday, July 1, 2016 / Notices 43327
SECURITIES AND EXCHANGE proceedings to determine whether to 50+ to 75 million shares $75,000
COMMISSION disapprove, the proposed rule change 75+ to 100 million shares $100,000
(File No. SR–NYSEArca–2016–62). 100+ to 125 million shares $125,000
[Release No. 34–78157; File No. SR– 125+ to 150 million shares $135,000
NYSEArca–2016–62] For the Commission, by the Division of
Trading and Markets, pursuant to delegated Over 150 million shares $155,000
Self-Regulatory Organizations; NYSE authority.6 Real Estate Investment Trusts (REITs)
Arca, Inc.; Notice of Designation of a Robert W. Errett, are subject to the same fee schedule as
Longer Period for Commission Action Deputy Secretary. other equity securities. For the purpose
on Proposed Rule Change Relating to [FR Doc. 2016–15579 Filed 6–30–16; 8:45 am]
of determining the total shares
a Change to the Underlying Index for outstanding, shares outstanding of all
BILLING CODE 8011–01–P
the PowerShares Build America Bond members in a REIT Family listed on the
Portfolio Nasdaq Global Market may be
SECURITIES AND EXCHANGE aggregated. The maximum annual fee
June 27, 2016. applicable to such a REIT Family shall
COMMISSION
On May 3, 2016, NYSE Arca, Inc. filed not exceed $155,000. For purposes of
with the Securities and Exchange [Release No. 34–78175; File No. SR– this rule, a ‘‘REIT Family’’ means three
Commission (‘‘Commission’’), pursuant NASDAQ–2016–088] or more REITs that are provided
to Section 19(b)(1) of the Securities management services by the same entity
Exchange Act of 1934 (‘‘Act’’) 1 and Rule Self-Regulatory Organizations; The
or by entities under common control.
19b–4 thereunder,2 a proposed rule NASDAQ Stock Market LLC; Notice of
(2)–(3) No change.
change to: (1) Change the index Filing and Immediate Effectiveness of (e) No change.
underlying the PowerShares Build Proposed Rule Change To Reduce the
Fees for Certain Real Estate * * * * *
America Bond Portfolio (‘‘Fund’’); (2)
change the name of the Fund as a result Investment Trusts Listed on Nasdaq IM–5920–1. All-Inclusive Annual
of the proposed change to the Listing Fee
June 28, 2016.
underlying index; and (3) permit the Pursuant to Section 19(b)(1) of the (a)–(c) No change.
continued listing and trading of shares Securities Exchange Act of 1934 (d) The All-Inclusive Annual Listing
of the Fund as a result of the change to (‘‘Act’’),1 and Rule 19b–4 thereunder,2 Fee will be calculated on total shares
the underlying index. The proposed rule notice is hereby given that on June 14, outstanding according to the following
change was published for comment in 2016, The NASDAQ Stock Market LLC schedules:
the Federal Register on May 23, 2016.3 (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the (1) All domestic and foreign
The Commission has received no Securities and Exchange Commission Companies listing equity securities,
comment letters on the proposal. (‘‘SEC’’ or ‘‘Commission’’) the proposed except as described below:
Section 19(b)(2) of the Act 4 provides rule change as described in Items I and Up to 10 million shares $42,000
that within 45 days of the publication of II below, which Items have been 10+ to 50 million shares $55,000
notice of the filing of a proposed rule prepared by the Exchange. The Over 50 million shares $75,000
change, or within such longer period up Commission is publishing this notice to Real Estate Investment Trusts (REITs)
to 90 days as the Commission may solicit comments on the proposed rule are subject to the same fee schedule as
designate if it finds such longer period change from interested persons. other equity securities. For the purpose
to be appropriate and publishes its of determining the total shares
reasons for so finding, or as to which the I. Self-Regulatory Organization’s
outstanding, shares outstanding of all
self-regulatory organization consents, Statement of the Terms of Substance of
members in a REIT Family listed on the
the Commission shall either approve the the Proposed Rule Change
Nasdaq Capital Market may be
proposed rule change, disapprove the The Exchange proposes to reduce the aggregated. The maximum annual fee
proposed rule change, or institute fees for certain Real Estate Investment applicable to such a REIT Family shall
proceedings to determine whether the Trusts (‘‘REITs’’) listed on Nasdaq. not exceed $75,000. For purposes of this
proposed rule change should be The text of the proposed rule change rule, a ‘‘REIT Family’’ means three or
disapproved. The 45th day after is set forth below. Proposed new more REITs that are provided
publication of the notice for this language is in italics; deleted text is in management services by the same entity
proposed rule change is July 7, 2016. brackets. or by entities under common control.
The Commission is extending this 45- * * * * * (2)–(3) No change.
day time period. (e) No change.
The Commission finds it appropriate IM–5910–1. All-Inclusive Annual
Listing Fee * * * * *
to designate a longer period within
which to take action on the proposed II. Self-Regulatory Organization’s
(a)–(c) No change.
rule change so that it has sufficient time Statement of the Purpose of, and
(d) The All-Inclusive Annual Listing
to consider this proposed rule change. Statutory Basis for, the Proposed Rule
Fee will be calculated on total shares
Accordingly, the Commission, pursuant Change
outstanding according to the following
to Section 19(b)(2) of the Act,5 schedules: In its filing with the Commission, the
designates August 19, 2016, as the date (1) All domestic and foreign Exchange included statements
asabaliauskas on DSK3SPTVN1PROD with NOTICES
by which the Commission shall either Companies listing equity securities, concerning the purpose of and basis for
approve or disapprove, or institute except as described below: the proposed rule change and discussed
1 15 Up to 10 million shares $45,000 any comments it received on the
U.S.C. 78s(b)(1).
2 17 10+ to 50 million shares $55,000 proposed rule change. The text of these
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 77849 statements may be examined at the
(May 17, 2016), 81 FR 32371. 6 17 CFR 200.30–3(a)(31). places specified in Item IV below. The
4 15 U.S.C. 78s(b)(2). 1 15 U.S.C. 78s(b)(1). Exchange has prepared summaries, set
5 Id. 2 17 CFR 240.19b–4. forth in sections A, B, and C below, of
VerDate Sep<11>2014 19:05 Jun 30, 2016 Jkt 238001 PO 00000 Frm 00146 Fmt 4703 Sfmt 4703 E:\FR\FM\01JYN1.SGM 01JYN1](https://thefederalregister.org/doc/81_FR_43454/page/1.svg)
![43330 Federal Register / Vol. 81, No. 127 / Friday, July 1, 2016 / Notices
For the Commission, by the Division of Exchange has prepared summaries, set on BZX,6 the Bats One Opening Price
Trading and Markets, pursuant to delegated forth in Sections A, B, and C below, of would be the BZX Official Opening
authority.18 the most significant parts of such Price as defined in BZX Rule
Robert W. Errett, statements. 11.23(a)(5) 7 and the Bats One Closing
Deputy Secretary. Price would be the BZX Official Closing
A. Self-Regulatory Organization’s
[FR Doc. 2016–15714 Filed 6–30–16; 8:45 am] Price as defined in BZX Rule
Statement of the Purpose of, and 11.23(a)(3).8 For securities not listed on
BILLING CODE 8011–01–P
Statutory Basis for, the Proposed Rule BZX, the Bats One Opening Price would
Change be the first last sale eligible trade 9 that
SECURITIES AND EXCHANGE 1. Purpose occurred on a Bats Exchange after 9:30
COMMISSION a.m. Eastern Time. That first trade
The Exchange proposes to amend the would be identified as the Bats One
[Release No. 34–78165; File No. SR– content of the Bats One Feed under Rule
BatsBYX–2016–14] Opening Price when disseminated via
11.22(i) to identify certain transactions the Bats One Feed. The Bats One
as the ‘‘Bats One Opening Price’’ or the Closing Price for non-BZX listed
Self-Regulatory Organizations; Bats ‘‘Bats One Closing Price.’’ The last sale
BYX Exchange, Inc.; Notice of Filing securities would be the final last sale
information described below that the eligible trade to occur on a Bats
and Immediate Effectiveness of a Exchange proposes to identify as the
Proposed Rule Change to Rule 11.22(i) Exchange prior to 4:00 p.m. Eastern
Bats One Opening or Closing Price is Time. The Bats One Closing Price would
Identifying Certain Transactions as the currently included in the Bats One
Bats One Opening Price or the Bats be disseminated via the Bats One Feed
Feed. The Exchange notes that it is not after 4:00 p.m. Eastern Time. The
One Closing Price proposing to add new data elements to Exchange would not disseminate a Bats
June 27, 2016. the Bats One Feed; it is simply One Opening or Closing Price for a
Pursuant to Section 19(b)(1) of the proposing to identify existing data particular trading day when a trade
Securities Exchange Act of 1934 (the elements as the Bats One Opening or satisfying the above criteria does not
‘‘Act’’),1 and Rule 19b–4 thereunder,2 Closing Price. The Bats One Feed is a occur.
notice is hereby given that on June 17, data feed that disseminates, on a real- In addition, the Bats One Opening
2016, Bats BYX Exchange, Inc. (the time basis, the aggregate best bid and and Closing Price for BZX listed
‘‘Exchange’’ or ‘‘BYX’’) filed with the offer (‘‘BBO’’) of all displayed orders for securities are included in the depth-of-
Securities and Exchange Commission securities traded on BYX and its book data feeds for each of the Bats
(‘‘Commission’’) the proposed rule affiliated exchanges 3 and for which the Exchanges, which are used to construct
change as described in Items I, II, and Bats Exchanges report quotes under the the Bats One Feed. Also, the Bats One
III below, which Items have been Consolidated Tape Association (‘‘CTA’’) Opening and Closing Prices for non-
prepared by the Exchange. The Plan or the Nasdaq/UTP Plan.4 BZX listed securities is derivable from
Commission is publishing this notice to The last sale information the underlying data feeds that comprise
solicit comments on the proposed rule disseminated as part of the Bats One the Bats One Feed, as those feeds
change from interested persons. Feed includes the price, size, time of contain the necessary last sale
execution, and individual Bats information to identify if a transaction
I. Self-Regulatory Organization’s Exchange on which the trade was is last sale eligible.
Statement of the Terms of Substance of executed. The last sale information also
the Proposed Rule Change 2. Statutory Basis
includes the cumulative number of
The Exchange filed a proposal to shares executed on all Bats Exchanges The Exchange believes that its
amend the content of the Bats One Feed for that trading day.5 proposal is consistent with Section 6(b)
under Rule 11.22(i) to identify certain The Exchange now proposes to of the Act 10 in general, and furthers the
transactions as the ‘‘Bats One Opening identify certain last sale transactions as objectives of Section 6(b)(5) of the Act 11
Price’’ or the ‘‘Bats One Closing Price.’’ the Bats One Opening Price or the Bats in particular, in that it is designed to
The text of the proposed rule change One Closing Price. For securities listed promote just and equitable principles of
is available at the Exchange’s Web site trade, to foster cooperation and
at www.batstrading.com, at the 3 BYX’s affiliated exchanges are the Bats BZX
coordination with persons engaged in
principal office of the Exchange, and at Exchange, Inc. (‘‘BZX’’), Bats EDGA Exchange, Inc. facilitating transactions in securities, to
the Commission’s Public Reference (‘‘EDGA’’), and Bats EDGX Exchange, Inc. (‘‘EDGX’’,
together with EDGA, BZX, and BYX, the ‘‘Bats 6 A BZX listed security is a security listed on the
Room. Exchanges’’). BZX pursuant to Chapter 14 of BZX’s Rules.
4 See Securities Exchange Act Release No. 73918 7 The term ‘‘BZX Official Opening Price’’ is the
II. Self-Regulatory Organization’s
(December 23, 2014), 79 FR 78920 (December 31, price disseminated to the consolidated tape as the
Statement of the Purpose of, and 2014) (File Nos. SR–EDGX–2014–25; SR–EDGA– market center opening trade. See BZX Rule
Statutory Basis for, the Proposed Rule 2014–25; SR–BATS–2014–055; SR–BYX–2014–030) 11.23(a)(5). In the event that there is no opening
Change (Notice of Amendments No. 2 and Order Granting auction for a BZX listed security, the BZX Official
Accelerated Approval to Proposed Rule Changes, as Opening Price will be the price of the final last sale
In its filing with the Commission, the Modified by Amendments Nos. 1 and 2, to Establish eligible trade, which will be the previous BZX
Exchange included statements a New Market Data Product called the Bats One Official Closing Price. See BZX Rule 11.23(b)(2)(B).
8 The term ‘‘BZX Official Closing Price’’ is the
concerning the purpose of and basis for Feed) (‘‘Bats One Approval Order’’).
price disseminated to the consolidated tape as the
asabaliauskas on DSK3SPTVN1PROD with NOTICES
5 The Bats One Feed also contains optional
the proposed rule change and discussed market center closing trade. See BZX Rule
functionality which enables recipients to receive
any comments it received on the aggregated two-sided quotations from the Bats 11.23(a)(3). In the event that there is no closing
proposed rule change. The text of these Exchanges for up to five (5) price levels for all auction for a BZX listed security, the BZX Official
statements may be examined at the securities that are traded on the Bats Exchanges in Closing Price will be the price of the final last sale
addition to the Bats One Summary Feed (‘‘Bats One eligible trade. See BZX Rule 11.23(c)(2)(B).
places specified in Item IV below. The 9 A last sale eligible trade must be of at least one
Premium Feed’’). For each price level on one of the
Bats Exchanges, the Bats One Premium Feed round lot. A round lot consists of one hundred
18 17 CFR 200.30–3(a)(12). (100) shares. See Exchange Rule 11.10.
includes a two-sided quote and the number of
1 15 U.S.C. 78s(b)(1). 10 15 U.S.C. 78f(b).
shares available to buy and sell at that particular
2 17 CFR 240.19b–4. price level. 11 15 U.S.C. 78f(b)(5).
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Document Created: 2016-07-14 11:37:09
Document Modified: 2016-07-14 11:37:09
| 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 | 81 FR 43327 |
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