81_FR_5829 81 FR 5807 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change Deleting Rule 410B Governing Reporting Requirements for Off-Exchange Transactions

81 FR 5807 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change Deleting Rule 410B Governing Reporting Requirements for Off-Exchange Transactions

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 22 (February 3, 2016)

Page Range5807-5809
FR Document2016-01924

Federal Register, Volume 81 Issue 22 (Wednesday, February 3, 2016)
[Federal Register Volume 81, Number 22 (Wednesday, February 3, 2016)]
[Notices]
[Pages 5807-5809]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-01924]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76983; File No. SR-NYSE-2015-48]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Approving a Proposed Rule Change Deleting Rule 410B Governing Reporting 
Requirements for Off-Exchange Transactions

January 28, 2016.

I. Introduction

    On October 16, 2015, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to delete Rule 410B governing reporting 
requirements for off-Exchange transactions. The proposed rule change 
was published for comment in the Federal Register on November 2, 
2015.\3\ The Commission received no comment letters on the proposed 
rule change. On December 16, 2015, the Commission designated a longer 
period within which to approve the proposed rule change, disapprove the 
proposed rule change, or institute proceedings to determine whether to 
approve or disapprove the proposed rule change.\4\ The Commission is 
approving the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 76277 (October 27, 
2015), 80 FR 67443.
    \4\ See Securities Exchange Act Release No. 76666, 80 FR 79644 
(December 22, 2015).
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II. Description of the Proposed Rule Change

    The Exchange proposes to delete Rule 410B, which sets forth certain 
regulatory reporting requirements for member or member organizations 
effecting off-Exchange transactions in Exchange listed securities that 
are not reported to the Consolidated Tape, and to make conforming 
amendments to Rule 476A to delete a reference to Rule 410B. The 
Exchange represents that Rule 410B is no longer necessary in light of 
changes in trade reporting and regulatory requirements that have been 
put in place since the Exchange adopted Rule 410B.
Changes to Regulatory Landscape
    On July 30, 2007, the National Association of Securities Dealers, 
Inc. (``NASD''), NYSE, and NYSE Regulation, Inc. (``NYSE Regulation'') 
consolidated their member firm

[[Page 5808]]

regulation operations to create the Financial Industry Regulatory 
Authority, Inc. (``FINRA''), and entered into a plan to allocate to 
FINRA regulatory responsibility for common rules and common members 
(``17d-2 Agreement'').\5\
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    \5\ See Securities Exchange Act Release No. 56148 (July 26, 
2007), 72 FR 42146 (August 1, 2007) (File No. 4-544) (Notice of 
Filing and Order Approving and Declaring Effective a Plan for the 
Allocation of Regulatory Responsibilities). In 2007, the NASD, NYSE, 
the Exchange and NYSE Regulation also entered into a Regulatory 
Services Agreement (``RSA''), whereby FINRA was retained to perform 
certain regulatory services for non-common rules.
---------------------------------------------------------------------------

    In 2008, the Exchange, NASD, NYSE MKT LLC (``NYSE MKT''), and NYSE 
Regulation also entered into a plan to allocate to FINRA regulatory 
responsibility, over exchange members that are also FINRA members, for 
surveillance, investigation, and enforcement of insider trading with 
respect to NYSE- and MKT-listed stocks, among others, irrespective of 
where the relevant trading occurred (the ``Insider Trading Plan'').\6\ 
On June 14, 2010, FINRA was retained to perform the residual market 
surveillance and enforcement functions that had, up to that point, been 
performed by NYSE Regulation.\7\ In January 2011, the SEC approved an 
amendment to the Insider Trading Plan whereby FINRA also assumed 
responsibility for performing the insider-trading-related market 
surveillance and enforcement functions previously conducted by NYSE 
Regulation for its U.S. equities and options markets.\8\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 54646 (September 12, 
2008), 73 FR 54646 (September 22, 2008) (File No. 4-566). See also 
Securities Exchange Act Release No. 58806 (October 17, 2008), 73 FR 
63216 (October 23, 2008) (File No. 4-566).
    \7\ See Securities Exchange Act Release No. 62355 (June 22, 
2010), 75 FR 36729 (June 28, 2010) (SR-NYSE-2010-46); Securities 
Exchange Act Release No. 62354 (June 22, 2010), 75 FR 36730 (June 
28, 2010) (SR-NYSEAmex-2010-57). NYSE Regulation performed the 
regulatory functions of NYSE MKT pursuant to an intercompany RSA.
    \8\ See Securities Exchange Act Release No. 63750 (January 21, 
2011), 76 FR 4948 (January 27, 2011) (File No. 4-566).
---------------------------------------------------------------------------

Changes in Trade Reporting and Regulatory Reporting
    In 1998, FINRA (then the NASD) established the Order Audit Trail 
System (OATS), as an integrated audit trail of order, quote, and trade 
information for OTC equity securities and equity securities listed and 
traded on The Nasdaq Stock Market, Inc. (``Nasdaq'').\9\ In 2010, FINRA 
Rules 7410 through 7470 (the ``OATS Rules'') were amended to extend the 
recording and reporting requirements to all NMS stocks, as that term is 
defined in Rule 600(b)(47) of Regulation NMS,\10\ including NYSE- and 
MKT-listed securities. The Exchange adopted the OATS Rules in 2011.\11\ 
The Exchange states that FINRA may use the information it collects 
pursuant to the OATS Rules to perform its regulatory functions.
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 39729 (March 6, 
1998), 63 FR 12559 (March 13, 1998) (SR-NASD-97-56).
    \10\ See Securities Exchange Act Release No. 63311 (November 12, 
2010), 75 FR 70757 (November 18, 2010) (SR-FINRA-2010-044). See also 
17 CFR 242.600(b)(47).
    \11\ See Securities Exchange Act Release No. 65524 (October 7, 
2011), 76 FR 64151 (October 17, 2011) (SR-NYSEAmex-2011-74).
---------------------------------------------------------------------------

    According to the Exchange, Rule 410B also predates the 
establishment of a FINRA Trade Reporting Facility (``TRF''). FINRA Rule 
6110 requires FINRA members to report transactions in NMS stocks \12\ 
effected ``otherwise than on or through a national securities 
exchange.'' \13\ Pursuant to FINRA Rules 6310A and 6310B, FINRA members 
may use either the FINRA/NYSE TRF or FINRA/Nasdaq TRF to report such 
off-Exchange transactions.\14\ FINRA members using these TRFs to report 
off-Exchange transactions are in turn subject to FINRA Rule 7230B, 
which, the Exchange states, imposes transaction-information reporting 
requirements similar to Rule 410B.\15\ As a result, the Exchange 
represents that dual members of both the Exchange and FINRA must report 
off-Exchange transactions to a TRF and submit substantially similar 
reports to the Exchange and FINRA.
---------------------------------------------------------------------------

    \12\ As defined in Rule 600(b)(47) of Regulation NMS, 17 CFR 
242.600(b)(47).
    \13\ See FINRA Rule 6110. See generally FINRA Rule 6300A and 
7200A Series (FINRA/Nasdaq TRF) and 6300B and 7200B Series (FINRA/
NYSE TRF).
    \14\ See FINRA Rules 6300A & 6300B.
    \15\ See Rule 7230B.
---------------------------------------------------------------------------

Proposed Rule Change
    The Exchange proposes to delete Rule 410B in its entirety. The 
Exchange represents that, since 2010, surveillance and enforcement 
responsibilities across markets have been consolidated at FINRA, which 
conducts cross-market surveillances on the Exchange's behalf utilizing 
various data sources, including extensive trade and other information 
that FINRA collects pursuant to its rules. This trade information 
includes reports of off-exchange transactions.
    The Exchange represents that all of its member organizations, with 
only nine exceptions, are members of FINRA and, as such, must report 
all off-exchange transactions to FINRA, including transactions away 
from the Exchange that are not reported to the Consolidated Tape. The 
Exchange further represents that this information is essentially 
duplicative of the Rule 410B reports the Exchange currently supplies to 
FINRA. The Exchange notes that one exception would be transactions in 
dually listed securities executed on and reported to a foreign 
securities exchange, which are not required to be reported because such 
trades are executed ``on or through an exchange.'' \16\ The Exchange 
represents that it believes such trades pose little regulatory risk 
and, given that no other exchange has a rule comparable to Rule 410B, 
notes that such trades are also not being reported to other equities 
exchanges. Finally, the Exchange represents that only a handful of 
firms currently account for all of the Rule 410B activity, all of whom 
are also FINRA members.\17\ The Exchange believes that Rule 410B is 
thus no longer necessary, and deleting it would eliminate essentially 
duplicative reporting of off-Exchange transactions by dual members.
---------------------------------------------------------------------------

    \16\ See Trade Reporting Frequently Asked Questions, Section 
701, Q/A701.1, available at http://www.finra.org/industry/trade-reporting-faq.
    \17\ According to the Exchange, Rule 410B Weekly Reports 
submitted to the SEC in July and August 2015 reveal that only five 
firms, all also FINRA members, accounted for all of the Rule 410B 
trading activity. The Exchange further represents that the list of 
firms that have in the past submitted Rule 410B reports does not 
include any non-FINRA members.
---------------------------------------------------------------------------

    The Exchange does not believe that eliminating the Rule 410B 
reporting requirement for the small number of NYSE-only members \18\ 
would pose any significant regulatory risk. The Exchange represents 
that none of these firms has ever submitted a Rule 410B report. The 
Exchange also notes that NYSE-only members would remain subject to 
federal and Exchange books and records requirements.\19\
---------------------------------------------------------------------------

    \18\ The Exchange represents that these nine non-FINRA member 
firms do not have any public customers and are also members of 
Nasdaq as well as NYSE.
    \19\ See 17 CFR 240.17a-3, 17 CFR 240.17a-4 & Rule 440--
Equities.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act \20\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.\21\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\22\ which 
requires, among other things, that the rules of a national securities 
exchange be

[[Page 5809]]

designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest and that the rules are not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78f.
    \21\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \22\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Based on the Exchange's representations, the Commission believes 
that eliminating the Rule 410B reporting requirement will not reduce 
the amount of publicly available information about securities 
transactions and that it is not likely to hamper the ability of the 
Exchange to conduct regulatory oversight of its members. The Commission 
notes that Rule 410B does not currently provide for real-time, publicly 
disseminated reporting of transactions, but instead requires non-
public, electronic reporting of trade data to the Exchange on a next-
day basis for regulatory purposes only. The Commission further notes 
that the Exchange represents that its members would remain subject to 
federal and Exchange books-and-records requirements \23\ and that 
Exchange members would still be required to provide such trade data to 
the Exchange upon the Exchange's request. For these reasons, the 
Commission believes that the proposal should help to prevent fraudulent 
and manipulative acts and practices, promote just and equitable 
principles of trade, remove impediments to and perfect the mechanism of 
a free and open market and a national market system, and, in general, 
protect investors and the public interest.
---------------------------------------------------------------------------

    \23\ See 17 CFR 240.17a-3, 17 CFR 240.17a-4 & Rule 440--
Equities.
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (SR-NYSE-2015-48) be, and hereby 
is, approved.
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    \24\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-01924 Filed 2-2-16; 8:45 am]
BILLING CODE 8011-01-P



                                                                             Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices                                                     5807

                                                  become effective pursuant to Section                    Comments may be submitted by any of                    SECURITIES AND EXCHANGE
                                                  19(b)(3)(A) of the Act 10 and Rule 19b–                 the following methods:                                 COMMISSION
                                                  4(f)(6) thereunder.11
                                                                                                          Electronic Comments                                    [Release No. 34–76983; File No. SR–NYSE–
                                                     A proposed rule change filed                                                                                2015–48]
                                                  pursuant to Rule 19b–4(f)(6) under the                     • Use the Commission’s Internet
                                                  Act 12 normally does not become                         comment form (http://www.sec.gov/                      Self-Regulatory Organizations; New
                                                  operative for 30 days after the date of its             rules/sro.shtml); or                                   York Stock Exchange LLC; Order
                                                  filing. However, Rule 19b–4(f)(6)(iii) 13                                                                      Approving a Proposed Rule Change
                                                  permits the Commission to designate a                      • Send an email to rule-
                                                                                                                                                                 Deleting Rule 410B Governing
                                                  shorter time if such action is consistent               comments@sec.gov. Please include File
                                                                                                                                                                 Reporting Requirements for Off-
                                                  with the protection of investors and the                Number SR–ISE–2016–04 on the subject                   Exchange Transactions
                                                  public interest. The Exchange has asked                 line.
                                                  the Commission to waive the 30-day                                                                             January 28, 2016.
                                                                                                          Paper Comments
                                                  operative delay so that the proposal may                                                                       I. Introduction
                                                  become operative immediately upon                         • Send paper comments in triplicate
                                                                                                                                                                    On October 16, 2015, New York Stock
                                                  filing. The proposed rule change                        to Secretary, Securities and Exchange
                                                                                                                                                                 Exchange LLC (‘‘NYSE’’ or the
                                                  modifies the name of the PFOF program                   Commission, 100 F Street NE.,                          ‘‘Exchange’’) filed with the Securities
                                                  operated by the Exchange in a manner                    Washington, DC 20549–1090.                             and Exchange Commission
                                                  that is consistent with terminology used                                                                       (‘‘Commission’’), pursuant to Section
                                                                                                          All submissions should refer to File
                                                  on other options markets.14 Because the                                                                        19(b)(1) of the Securities Exchange Act
                                                                                                          Number SR–ISE–2016–04. This file
                                                  proposal does not raise any new or                                                                             of 1934 (‘‘Act’’) 1 and Rule 19b–4
                                                  novel issues and only involves a non-                   number should be included on the
                                                                                                          subject line if email is used. To help the             thereunder,2 a proposed rule change to
                                                  material change in terminology, the                                                                            delete Rule 410B governing reporting
                                                  Commission believes the waiver of the                   Commission process and review your
                                                                                                          comments more efficiently, please use                  requirements for off-Exchange
                                                  operative delay is consistent with the                                                                         transactions. The proposed rule change
                                                  protection of investors and the public                  only one method. The Commission will
                                                                                                          post all comments on the Commission’s                  was published for comment in the
                                                  interest. Therefore, the Commission                                                                            Federal Register on November 2, 2015.3
                                                  hereby waives the operative delay and                   Internet Web site (http://www.sec.gov/
                                                                                                          rules/sro.shtml). Copies of the                        The Commission received no comment
                                                  designates the proposal operative upon                                                                         letters on the proposed rule change. On
                                                  filing.15                                               submission, all subsequent
                                                                                                                                                                 December 16, 2015, the Commission
                                                     At any time within 60 days of the                    amendments, all written statements
                                                                                                                                                                 designated a longer period within which
                                                  filing of the proposed rule change, the                 with respect to the proposed rule
                                                                                                                                                                 to approve the proposed rule change,
                                                  Commission summarily may                                change that are filed with the
                                                                                                                                                                 disapprove the proposed rule change, or
                                                  temporarily suspend such rule change if                 Commission, and all written
                                                                                                                                                                 institute proceedings to determine
                                                  it appears to the Commission that such                  communications relating to the
                                                                                                                                                                 whether to approve or disapprove the
                                                  action is necessary or appropriate in the               proposed rule change between the
                                                                                                                                                                 proposed rule change.4 The Commission
                                                  public interest, for the protection of                  Commission and any person, other than                  is approving the proposed rule change.
                                                  investors, or otherwise in furtherance of               those that may be withheld from the
                                                  the purposes of the Act. If the                         public in accordance with the                          II. Description of the Proposed Rule
                                                  Commission takes such action, the                       provisions of 5 U.S.C. 552, will be                    Change
                                                  Commission shall institute proceedings                  available for Web site viewing and                        The Exchange proposes to delete Rule
                                                  to determine whether the proposed rule                  printing in the Commission’s Public                    410B, which sets forth certain regulatory
                                                  change should be approved or                            Reference Room, 100 F Street NE.,                      reporting requirements for member or
                                                  disapproved.                                            Washington, DC 20549, on official                      member organizations effecting off-
                                                                                                          business days between the hours of                     Exchange transactions in Exchange
                                                  IV. Solicitation of Comments                            10:00 a.m. and 3:00 p.m. Copies of the                 listed securities that are not reported to
                                                    Interested persons are invited to                     filing also will be available for                      the Consolidated Tape, and to make
                                                  submit written data, views, and                         inspection and copying at the principal                conforming amendments to Rule 476A
                                                  arguments concerning the foregoing,                     office of the Exchange. All comments                   to delete a reference to Rule 410B. The
                                                  including whether the proposed rule                     received will be posted without change;                Exchange represents that Rule 410B is
                                                  change is consistent with the Act.                      the Commission does not edit personal                  no longer necessary in light of changes
                                                                                                          identifying information from                           in trade reporting and regulatory
                                                    10 15  U.S.C. 78s(b)(3)(A).                           submissions. You should submit only                    requirements that have been put in
                                                    11 17  CFR 240.19b–4(f)(6). As required under Rule    information that you wish to make                      place since the Exchange adopted Rule
                                                  19b–4(f)(6)(iii), the Exchange provided the             available publicly. All submissions                    410B.
                                                  Commission with written notice of its intent to file    should refer to File Number SR–ISE–
                                                  the proposed rule change, along with a brief                                                                   Changes to Regulatory Landscape
                                                  description and the text of the proposed rule           2016–04, and should be submitted on or
                                                  change, at least five business days prior to the date   before February 24, 2016.                                 On July 30, 2007, the National
                                                  of filing of the proposed rule change, or such                                                                 Association of Securities Dealers, Inc.
                                                  shorter time as designated by the Commission.             For the Commission, by the Division of
                                                                                                                                                                 (‘‘NASD’’), NYSE, and NYSE
                                                     12 17 CFR 240.19b–4(f)(6).                           Trading and Markets, pursuant to delegated
                                                                                                                                                                 Regulation, Inc. (‘‘NYSE Regulation’’)
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                                                     13 17 CFR 240.19b–4(f)(6)(iii).                      authority.16
                                                     14 See e.g., Chicago Board Options Exchange Fee
                                                                                                                                                                 consolidated their member firm
                                                                                                          Robert W. Errett,
                                                  Schedule, available at http://www.cboe.com/
                                                  publish/feeschedule/CBOEFeeSchedule.pdf.                Deputy Secretary.                                        1 15 U.S.C. 78s(b)(1).
                                                                                                                                                                   2 17 CFR 240.19b–4.
                                                     15 For purposes only of waiving the 30-day           [FR Doc. 2016–01927 Filed 2–2–16; 8:45 am]
                                                                                                                                                                   3 See Securities Exchange Act Release No. 76277
                                                  operative delay, the Commission has also                BILLING CODE 8011–01–P
                                                  considered the proposed rule’s impact on                                                                       (October 27, 2015), 80 FR 67443.
                                                  efficiency, competition, and capital formation. See                                                              4 See Securities Exchange Act Release No. 76666,

                                                  15 U.S.C. 78c(f).                                         16 17   CFR 200.30–3(a)(12).                         80 FR 79644 (December 22, 2015).



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                                                  5808                       Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices

                                                  regulation operations to create the                     stocks, as that term is defined in Rule               duplicative of the Rule 410B reports the
                                                  Financial Industry Regulatory                           600(b)(47) of Regulation NMS,10                       Exchange currently supplies to FINRA.
                                                  Authority, Inc. (‘‘FINRA’’), and entered                including NYSE- and MKT-listed                        The Exchange notes that one exception
                                                  into a plan to allocate to FINRA                        securities. The Exchange adopted the                  would be transactions in dually listed
                                                  regulatory responsibility for common                    OATS Rules in 2011.11 The Exchange                    securities executed on and reported to a
                                                  rules and common members (‘‘17d–2                       states that FINRA may use the                         foreign securities exchange, which are
                                                  Agreement’’).5                                          information it collects pursuant to the               not required to be reported because such
                                                     In 2008, the Exchange, NASD, NYSE                    OATS Rules to perform its regulatory                  trades are executed ‘‘on or through an
                                                  MKT LLC (‘‘NYSE MKT’’), and NYSE                        functions.                                            exchange.’’ 16 The Exchange represents
                                                  Regulation also entered into a plan to                     According to the Exchange, Rule 410B               that it believes such trades pose little
                                                  allocate to FINRA regulatory                            also predates the establishment of a                  regulatory risk and, given that no other
                                                  responsibility, over exchange members                   FINRA Trade Reporting Facility                        exchange has a rule comparable to Rule
                                                  that are also FINRA members, for                        (‘‘TRF’’). FINRA Rule 6110 requires                   410B, notes that such trades are also not
                                                  surveillance, investigation, and                        FINRA members to report transactions                  being reported to other equities
                                                  enforcement of insider trading with                     in NMS stocks 12 effected ‘‘otherwise                 exchanges. Finally, the Exchange
                                                  respect to NYSE- and MKT-listed stocks,                 than on or through a national securities              represents that only a handful of firms
                                                  among others, irrespective of where the                 exchange.’’ 13 Pursuant to FINRA Rules                currently account for all of the Rule
                                                  relevant trading occurred (the ‘‘Insider                6310A and 6310B, FINRA members may                    410B activity, all of whom are also
                                                  Trading Plan’’).6 On June 14, 2010,                     use either the FINRA/NYSE TRF or                      FINRA members.17 The Exchange
                                                  FINRA was retained to perform the                       FINRA/Nasdaq TRF to report such off-                  believes that Rule 410B is thus no
                                                  residual market surveillance and                        Exchange transactions.14 FINRA                        longer necessary, and deleting it would
                                                  enforcement functions that had, up to                   members using these TRFs to report off-               eliminate essentially duplicative
                                                  that point, been performed by NYSE                      Exchange transactions are in turn                     reporting of off-Exchange transactions
                                                  Regulation.7 In January 2011, the SEC                   subject to FINRA Rule 7230B, which,                   by dual members.
                                                  approved an amendment to the Insider                    the Exchange states, imposes                             The Exchange does not believe that
                                                  Trading Plan whereby FINRA also                         transaction-information reporting                     eliminating the Rule 410B reporting
                                                  assumed responsibility for performing                   requirements similar to Rule 410B.15 As               requirement for the small number of
                                                  the insider-trading-related market                      a result, the Exchange represents that                NYSE-only members 18 would pose any
                                                  surveillance and enforcement functions                  dual members of both the Exchange and                 significant regulatory risk. The
                                                  previously conducted by NYSE                            FINRA must report off-Exchange                        Exchange represents that none of these
                                                  Regulation for its U.S. equities and                    transactions to a TRF and submit                      firms has ever submitted a Rule 410B
                                                  options markets.8                                       substantially similar reports to the                  report. The Exchange also notes that
                                                                                                          Exchange and FINRA.                                   NYSE-only members would remain
                                                  Changes in Trade Reporting and
                                                                                                                                                                subject to federal and Exchange books
                                                  Regulatory Reporting                                    Proposed Rule Change
                                                                                                                                                                and records requirements.19
                                                     In 1998, FINRA (then the NASD)                          The Exchange proposes to delete Rule
                                                  established the Order Audit Trail                       410B in its entirety. The Exchange                    III. Discussion and Commission
                                                  System (OATS), as an integrated audit                   represents that, since 2010, surveillance             Findings
                                                  trail of order, quote, and trade                        and enforcement responsibilities across                  After careful review, the Commission
                                                  information for OTC equity securities                   markets have been consolidated at                     finds that the proposed rule change is
                                                  and equity securities listed and traded                 FINRA, which conducts cross-market                    consistent with the requirements of the
                                                  on The Nasdaq Stock Market, Inc.                        surveillances on the Exchange’s behalf                Act 20 and the rules and regulations
                                                  (‘‘Nasdaq’’).9 In 2010, FINRA Rules 7410                utilizing various data sources, including             thereunder applicable to a national
                                                  through 7470 (the ‘‘OATS Rules’’) were                  extensive trade and other information                 securities exchange.21 In particular, the
                                                  amended to extend the recording and                     that FINRA collects pursuant to its                   Commission finds that the proposed
                                                  reporting requirements to all NMS                       rules. This trade information includes                rule change is consistent with Section
                                                                                                          reports of off-exchange transactions.                 6(b)(5) of the Act,22 which requires,
                                                     5 See Securities Exchange Act Release No. 56148
                                                                                                             The Exchange represents that all of its            among other things, that the rules of a
                                                  (July 26, 2007), 72 FR 42146 (August 1, 2007) (File     member organizations, with only nine                  national securities exchange be
                                                  No. 4–544) (Notice of Filing and Order Approving
                                                  and Declaring Effective a Plan for the Allocation of    exceptions, are members of FINRA and,
                                                  Regulatory Responsibilities). In 2007, the NASD,        as such, must report all off-exchange                    16 See Trade Reporting Frequently Asked

                                                  NYSE, the Exchange and NYSE Regulation also             transactions to FINRA, including                      Questions, Section 701, Q/A701.1, available at
                                                  entered into a Regulatory Services Agreement                                                                  http://www.finra.org/industry/trade-reporting-faq.
                                                  (‘‘RSA’’), whereby FINRA was retained to perform
                                                                                                          transactions away from the Exchange                      17 According to the Exchange, Rule 410B Weekly

                                                  certain regulatory services for non-common rules.       that are not reported to the Consolidated             Reports submitted to the SEC in July and August
                                                     6 See Securities Exchange Act Release No. 54646      Tape. The Exchange further represents                 2015 reveal that only five firms, all also FINRA
                                                  (September 12, 2008), 73 FR 54646 (September 22,        that this information is essentially                  members, accounted for all of the Rule 410B trading
                                                  2008) (File No. 4–566). See also Securities Exchange                                                          activity. The Exchange further represents that the
                                                  Act Release No. 58806 (October 17, 2008), 73 FR                                                               list of firms that have in the past submitted Rule
                                                                                                            10 See Securities Exchange Act Release No. 63311
                                                  63216 (October 23, 2008) (File No. 4–566).                                                                    410B reports does not include any non-FINRA
                                                     7 See Securities Exchange Act Release No. 62355
                                                                                                          (November 12, 2010), 75 FR 70757 (November 18,        members.
                                                                                                          2010) (SR–FINRA–2010–044). See also 17 CFR               18 The Exchange represents that these nine non-
                                                  (June 22, 2010), 75 FR 36729 (June 28, 2010) (SR–
                                                                                                          242.600(b)(47).                                       FINRA member firms do not have any public
                                                  NYSE–2010–46); Securities Exchange Act Release            11 See Securities Exchange Act Release No. 65524
                                                  No. 62354 (June 22, 2010), 75 FR 36730 (June 28,                                                              customers and are also members of Nasdaq as well
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                                                  2010) (SR–NYSEAmex–2010–57). NYSE Regulation            (October 7, 2011), 76 FR 64151 (October 17, 2011)     as NYSE.
                                                  performed the regulatory functions of NYSE MKT          (SR–NYSEAmex–2011–74).                                   19 See 17 CFR 240.17a–3, 17 CFR 240.17a–4 &
                                                                                                            12 As defined in Rule 600(b)(47) of Regulation
                                                  pursuant to an intercompany RSA.                                                                              Rule 440—Equities.
                                                     8 See Securities Exchange Act Release No. 63750      NMS, 17 CFR 242.600(b)(47).                              20 15 U.S.C. 78f.
                                                                                                            13 See FINRA Rule 6110. See generally FINRA
                                                  (January 21, 2011), 76 FR 4948 (January 27, 2011)                                                                21 In approving this proposed rule change, the

                                                  (File No. 4–566).                                       Rule 6300A and 7200A Series (FINRA/Nasdaq TRF)        Commission has considered the proposed rule’s
                                                     9 See Securities Exchange Act Release No. 39729      and 6300B and 7200B Series (FINRA/NYSE TRF).          impact on efficiency, competition, and capital
                                                                                                            14 See FINRA Rules 6300A & 6300B.                   formation. See 15 U.S.C. 78c(f).
                                                  (March 6, 1998), 63 FR 12559 (March 13, 1998) (SR–
                                                  NASD–97–56).                                              15 See Rule 7230B.                                     22 15 U.S.C. 78f(b)(5).




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                                                                             Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices                                                     5809

                                                  designed to prevent fraudulent and                      SECURITIES AND EXCHANGE                               Office Building, Washington, DC 20503,
                                                  manipulative acts and practices, to                     COMMISSION                                            or by sending an email to: Shagufta_
                                                  promote just and equitable principles of                                                                      Ahmed@omb.eop.gov; and (ii) Pamela
                                                  trade, to foster cooperation and                        Submission for OMB Review;                            Dyson, Director/Chief Information
                                                  coordination with persons engaged in                    Comment Request                                       Officer, Securities and Exchange
                                                  facilitating transactions in securities, to             Upon Written Request, Copies Available                Commission, c/o Remi Pavlik-Simon,
                                                  remove impediments to and perfect the                    From: Securities and Exchange                        100 F Street NE., Washington, DC 20549
                                                  mechanism of a free and open market                      Commission, Office of FOIA Services,                 or send an email to: PRA_Mailbox@
                                                  and a national market system, and, in                    100 F Street NE., Washington, DC                     sec.gov. Comments must be submitted to
                                                  general, to protect investors and the                    20549–2736.                                          OMB within 30 days of this notice.
                                                  public interest and that the rules are not              Extension:                                              Dated: January 29, 2016.
                                                  designed to permit unfair                                 Form N–8F, OMB Control No. 3235–0157,               Robert W. Errett,
                                                  discrimination between customers,                           SEC File No. 270–136.                             Deputy Secretary.
                                                  issuers, brokers, or dealers.                              Notice is hereby given that, pursuant              [FR Doc. 2016–01960 Filed 2–2–16; 8:45 am]
                                                     Based on the Exchange’s                              to the Paperwork Reduction Act of 1995                BILLING CODE 8011–01–P
                                                  representations, the Commission                         (44 U.S.C. 3501 et seq.), the Securities
                                                  believes that eliminating the Rule 410B                 and Exchange Commission (the
                                                  reporting requirement will not reduce                   ‘‘Commission’’) has submitted to the                  SECURITIES AND EXCHANGE
                                                  the amount of publicly available                        Office of Management and Budget a                     COMMISSION
                                                  information about securities                            request for extension of the previously
                                                                                                                                                                [Release No. 34–76994; File No. SR–
                                                  transactions and that it is not likely to               approved collection of information                    NYSEArca–2015–121]
                                                  hamper the ability of the Exchange to                   discussed below.
                                                  conduct regulatory oversight of its                        Form N–8F (17 CFR 274.218) is the                  Self-Regulatory Organizations; NYSE
                                                  members. The Commission notes that                      form prescribed for use by registered                 Arca, Inc.; Order Approving Proposed
                                                  Rule 410B does not currently provide                    investment companies in certain                       Rule Change To Provide for Price
                                                  for real-time, publicly disseminated                    circumstances to request orders of the                Collar Thresholds for Trading Halt
                                                  reporting of transactions, but instead                  Commission declaring that the                         Auctions
                                                  requires non-public, electronic reporting               registration of that investment company
                                                                                                          cease to be in effect. The form requests              January 28, 2016.
                                                  of trade data to the Exchange on a next-
                                                  day basis for regulatory purposes only.                 information about: (i) The investment                 I. Introduction
                                                                                                          company’s identity, (ii) the investment
                                                  The Commission further notes that the                                                                            On December 7, 2015, NYSE Arca,
                                                                                                          company’s distributions, (iii) the
                                                  Exchange represents that its members                                                                          Inc. (‘‘Exchange’’) filed with the
                                                                                                          investment company’s assets and
                                                  would remain subject to federal and                                                                           Securities and Exchange Commission
                                                                                                          liabilities, (iv) the events leading to the
                                                  Exchange books-and-records                                                                                    (‘‘Commission’’), pursuant to Section
                                                                                                          request to deregister, and (v) the
                                                  requirements 23 and that Exchange                                                                             19(b)(1) of the Securities Exchange Act
                                                                                                          conclusion of the investment company’s
                                                  members would still be required to                      business. The information is needed by                of 1934 (‘‘Act’’) 1 and Rule 19b–4
                                                  provide such trade data to the Exchange                 the Commission to determine whether                   thereunder,2 a proposed rule change to
                                                  upon the Exchange’s request. For these                  an order of deregistration is appropriate.            amend Exchange Rule 1.1(s) to provide
                                                  reasons, the Commission believes that                      The Form takes approximately 5.2                   for price collar thresholds for Trading
                                                  the proposal should help to prevent                     hours on average to complete. It is                   Halt Auctions. The proposed rule
                                                  fraudulent and manipulative acts and                    estimated that approximately 150                      change was published for comment in
                                                  practices, promote just and equitable                   investment companies file Form N–8F                   the Federal Register on December 24,
                                                  principles of trade, remove                             annually, so the total annual burden for              2015.3 The Commission received three
                                                  impediments to and perfect the                          the form is estimated to be                           comment letters on the proposed rule
                                                  mechanism of a free and open market                     approximately 780 hours. The estimate                 change.4 This order approves the
                                                  and a national market system, and, in                   of average burden hours is made solely                proposed rule change.
                                                  general, protect investors and the public               for the purposes of the Paperwork                     II. Description of the Proposed Rule
                                                  interest.                                               Reduction Act and is not derived from                 Change
                                                  IV. Conclusion                                          a comprehensive or even a
                                                                                                          representative survey or study.                         The Exchange currently conducts
                                                    It is therefore ordered, pursuant to                     The collection of information on Form              Trading Halt Auctions under Exchange
                                                  Section 19(b)(2) of the Act,24 that the                 N–8F is not mandatory. The information                Rule 7.35(f).5 To respond to market
                                                  proposed rule change (SR–NYSE–2015–                     provided on Form N–8F is not kept
                                                                                                                                                                  1 15  U.S.C. 78s(b)(1).
                                                  48) be, and hereby is, approved.                        confidential. An agency may not                         2 17  CFR 240.19b–4.
                                                                                                          conduct or sponsor, and a person is not                  3 See Securities Exchange Act Release No. 76690
                                                    For the Commission, by the Division of                required to respond to, a collection of
                                                  Trading and Markets, pursuant to delegated                                                                    (December 18, 2015), 80 FR 80430 (‘‘Notice’’).
                                                                                                          information unless it displays a                         4 See letters from David LaValle, US Head of
                                                  authority.25
                                                                                                          currently-valid OMB control number.                   SPDR ETF Capital Markets, State Street Global
                                                  Robert W. Errett,                                          The public may view the background                 Advisors, dated January 14, 2016 (‘‘SSGA Letter’’);
                                                                                                                                                                Joanne Medero, US Head of Government Relations
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  Deputy Secretary.                                       documentation for this information
                                                                                                                                                                & Public Policy, Samara Cohen, US Head of iShares
                                                  [FR Doc. 2016–01924 Filed 2–2–16; 8:45 am]              collection at the following Web site,                 Capital Markets, Hubert De Jesus, Co-Head of
                                                  BILLING CODE 8011–01–P
                                                                                                          www.reginfo.gov. Comments should be                   Market Structure and Electronic Trading,
                                                                                                          directed to: (i) Desk Officer for the                 BlackRock, Inc., dated January 14, 2016
                                                                                                          Securities and Exchange Commission,                   (‘‘BlackRock Letter’’); and Eric Swanson, General
                                                    23 See 17 CFR 240.17a–3, 17 CFR 240.17a–4 &
                                                                                                                                                                Counsel & Secretary, BATS Global Markets, Inc.,
                                                  Rule 440—Equities.                                      Office of Information and Regulatory                  dated January 22, 2016 (‘‘BATS Letter’’).
                                                    24 15 U.S.C. 78s(b)(2).                               Affairs, Office of Management and                        5 See Exchange Rule 7.35(f); see also Notice,
                                                    25 17 CFR 200.30–3(a)(12).                            Budget, Room 10102, New Executive                     supra note 3, at 80431.



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Document Created: 2016-02-03 00:40:07
Document Modified: 2016-02-03 00:40:07
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 5807 

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