82 FR 27315 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5110(c) To Permit a Reverse Merger Company To Qualify for Initial Listing Under Any Applicable Listing Standard After Satisfying the Required Seasoning Period
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 113 (June 14, 2017)
Federal Register Volume 82, Issue 113 (June 14, 2017)
| Page Range | 27315-27318 | |
| FR Document | 2017-12265 |
[Federal Register Volume 82, Number 113 (Wednesday, June 14, 2017)] [Notices] [Pages 27315-27318] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-12265] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80888; File No. SR-NASDAQ-2017-053] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5110(c) To Permit a Reverse Merger Company To Qualify for Initial Listing Under Any Applicable Listing Standard After Satisfying the Required Seasoning Period June 8, 2017. 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 May 25, 2017, The NASDAQ Stock Market LLC (``Nasdaq'' or ``Exchange'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to allow a former reverse merger company to qualify for initial listing under any applicable listing standard after satisfying the required seasoning period. The text of the proposed rule change is set forth below. Proposed new language is italicized; deleted text is in brackets. * * * * * 5110. Change of Control, Bankruptcy and Liquidation, and Reverse Mergers (a)-(b) No change. (c) Reverse Mergers (1) A Company that is formed by a Reverse Merger (a ``Reverse Merger Company'') shall be eligible to submit an application for initial listing only if the combined entity has, immediately preceding the filing of the initial listing application: (A) No change. (B) maintained a closing price [of $4 per share or higher]equal to the share price requirement applicable to the initial listing standard under which the Reverse Merger Company is qualifying to list for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days. (2) In addition to satisfying all of Nasdaq's other initial listing requirements, a Reverse Merger Company will only be approved for listing if, at the time of approval, it has: (A) No change. (B) maintained a closing price [of $4 per share or higher]equal to the share price requirement applicable to the initial listing standard under which the Reverse Merger Company is qualifying to list for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days prior to approval. (3) No change. * * * * * The text of the proposed rule change is available on the Exchange's Web site at http://nasdaq.cchwallstreet.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. [[Page 27316]] A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose In 2011, Nasdaq adopted additional requirements (the ``Reverse Merger Rules'') for companies applying to list after consummating a reverse merger with a shell company (a ``Reverse Merger Company'').\3\ These additional requirements were proposed in response to regulatory concerns, including accounting fraud allegations, which had arisen with respect to Reverse Merger Companies, and were designed to improve the reliability of the reported financial results of Reverse Merger Companies by requiring a pre-listing ``seasoning period'' during which the post-merger public company would have produced financial and other information in connection with its required Commission filings. A Reverse Merger Company was also required to meet the minimum share price requirement for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days, before filing its application and before being approved for listing.\4\ Of course, a Reverse Merger Company is also required to meet all other requirements for initial listing before it could be approved. --------------------------------------------------------------------------- \3\ See Exchange Act Release No. 65708 (November 8, 2011), 76 FR 70799 (November 15, 2011) (SR-NASDAQ-2011-073). Rule 5005(a)(35) defines a ``Reverse Merger'' as any transaction whereby an operating company becomes an Exchange Act reporting company by combining, either directly or indirectly, with a shell company which is an Exchange Act reporting company, whether through a reverse merger, exchange offer, or otherwise. The rule also provides certain exceptions to this general definition and provides guidance on the factors Nasdaq will consider in determining whether a company is a shell company. \4\ Rule 5110(c). A publicly traded company that applies for listing under the Market Value of Listed Securities standard in Rule 5505(b)(2) would also need to meet the applicable price requirement for 90 consecutive trading days prior to applying, although these periods can run concurrently. --------------------------------------------------------------------------- At the time Nasdaq adopted the Reverse Merger Rules, all companies were required to achieve a minimum $4 bid price for listing. Subsequently, in 2012, Nasdaq modified its listing requirements to add an alternative to the $4 minimum bid price per share requirement (the ``Alternative Price Requirement'').\5\ Under the Alternative Price Requirement, a security could qualify for listing on the Nasdaq Capital Market if, for at least five consecutive business days prior to approval, the security has a minimum closing price of at least $3 per share, if the issuer meets the Equity or Net Income standards, or at least $2 per share, if the issuer meets the Market Value of Listed Securities standard, in addition to other criteria designed to ensure that the listed security would not be considered a penny stock.\6\ --------------------------------------------------------------------------- \5\ See Exchange Act Release No. 66830 (April 18, 2012), 77 FR 24549 (April 24, 2012) (approving SR-NASDAQ-2012-002) (the ``Alternative Price Filing''). \6\ Specifically, the company must have net tangible assets in excess of $2 million, if the issuer has been in continuous operation for at least three years; or net tangible assets in excess of $5 million, if the issuer has been in continuous operation for less than three years; or average revenue of at least $6 million for the last three years. See Nasdaq Rule 5505(a)(1)(B) and IM-5505. --------------------------------------------------------------------------- At the time, because Nasdaq did not yet have sufficient experience with the Reverse Merger Rules or any experience with the new alternative price criteria, Nasdaq did not allow Reverse Merger Companies to list under the Alternative Price Requirement. Nasdaq now believes it is appropriate to allow a former Reverse Merger Company to qualify for initial listing under any applicable listing standard, including the Alternative Price Requirement, after satisfying the seasoning period required by the Reverse Merger Rules. In making this change, Nasdaq notes that the Reverse Merger Rules' seasoning period requires that a company must wait at least one year after it files with the Commission or other Regulatory Authority all required information about the transaction, including audited financial statements for the combined entity and that the Reverse Merger Company must have timely filed all required periodic financial reports with the Commission or other Regulatory Authority for the prior year, including at least one annual report with financial statements for a full fiscal year commencing after it filed the necessary information about the transaction. Nasdaq believes that, upon completion of this period, it is appropriate to treat a Reverse Merger Company in the same manner as any other company and to permit listing under any of Nasdaq's applicable listing requirements, including the Alternative Price Requirement. Rule 3a51-1 under the Act \7\ defines ``penny stock'' as any equity security that does not satisfy one of the exceptions enumerated in subparagraphs (a) through (g) under the Rule. If a security is a penny stock, Rules 15g-1 through 15g-9 under the Act \8\ impose certain additional disclosure and other requirements on brokers and dealers when effecting transactions in such securities. Rule 3a51-1(a)(2) under the Act \9\ excepts from the definition of penny stock securities registered on a national securities exchanges that have initial listing standards that meet certain requirements, including a $4 bid price at the time of listing. If a security listed under the Alternative Price Requirement no longer meets the applicable net tangible assets or average revenue tests following initial listing, and does not qualify for another exclusion under the penny stock rules, the security could become subject to the penny stock rules.\10\ Further, broker-dealers that effect recommended transactions in securities that originally qualified for listing under the Alternative Price Requirement, among other things, under Commission Rule 3a51-1(g), need to review current financial statements of the issuer to verify that the security meets the applicable net tangible assets or average revenue test, have a reasonable basis for believing they remain accurate, and preserve copies of those financial statements as part of its records. To facilitate compliance by broker-dealers, Nasdaq monitors the companies listed under the Alternative Price Requirement and publishes on the Nasdaq Listing Center Web site a daily list of any such company that no longer meets the net tangible assets or average revenue tests of the penny stock exclusion, and which does not satisfy any other penny stock exclusion.\11\ Nasdaq also specifically reminds broker-dealers of their obligations under the penny stock rules.\12\ --------------------------------------------------------------------------- \7\ 17 CFR 240.3a51-1. \8\ 17 CFR 240.15g-1 et seq. \9\ 17 CFR 240.3a51-1(a)(2). \10\ The Commission has previously noted the potential for abuse with respect to penny stocks. See, e.g., Securities Exchange Act Release No. 49037 (January 16, 2004), 69 FR 2531 (January 8, 2004) (``Our original penny stock rules reflected Congress' view that many of the abuses occurring in the penny stock market were caused by the lack of publicly available information about the market in general and about the price and trading volume of particular penny stocks''). \11\ https://listingcenter.nasdaq.com/PennyStockList.aspx. \12\ In approving the Alternative Price Filing, the Commission stated that it believed that although the listing of securities that do not have a blanket exclusion from the penny stock rules and require ongoing monitoring may increase compliance burdens on broker-dealers, the additional steps taken by Nasdaq to facilitate compliance should reduce those burdens and that, on balance, Nasdaq's proposal is consistent with the requirement of Section 6(b)(5) of the Act that the rules of an exchange, among other things, be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade and, in general, to protect investors and the public interest. 77 FR at 24552. --------------------------------------------------------------------------- To address concerns about the potential manipulation of lower priced stocks to meet the initial listing requirements, securities listing under the Alternative Price Requirement are [[Page 27317]] generally required to maintain a $2 or $3 closing price for five consecutive business days prior to approval for listing, rather than on a single day as under the $4 price test, to reduce the risk that someone might attempt to manipulate or otherwise artificially inflate the closing price in order to allow a security to qualify for listing.\13\ Under the proposed rule change, this requirement would be further heightened in the case of a Reverse Merger Company, and the security would have to maintain the applicable $2 or $3 closing price for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days prior to its application and approval for listing. --------------------------------------------------------------------------- \13\ A publicly traded company that applies for listing under the Market Value of Listed Securities standard in Rule 5505(b)(2) would also need to meet the applicable price requirement for 90 consecutive trading days prior to applying. --------------------------------------------------------------------------- In addition, if a security listed under the Alternative Price Requirement subsequently achieves a $4 closing price over at least five consecutive business days, and the issuer and the security satisfy all other relevant initial listing criteria, then such security would no longer be considered as having listed under the Alternative Price Requirement. While this potentially could provide an incentive for market participants to manipulate the price of the security in order to achieve the $4 closing price and no longer be considered as having listed under the Alternative Price Requirement, Nasdaq adopted measures designed to address those concerns for any company listed under the Alternative Price Requirement, which the Commission concluded should help reduce the potential for price manipulation to achieve the $4 closing price, and in this respect are designed to prevent fraudulent and manipulative acts and practices consistent with Section 6(b)(5) of the Act. Specifically, Nasdaq will conduct a robust, wholesale review of the issuer's compliance with all applicable initial listing criteria, including qualitative and quantitative standards, at the time the $4 closing price is achieved, and will have a reasonable basis to believe that that price was legitimately, and not manipulatively, achieved. Nasdaq also applies enhanced surveillance procedures to monitor securities listed under the Alternative Price Requirement in the period around when they achieve $4, and would no longer be considered as having listed under the Alternative Price Requirement, to identify anomalous trading that would be indicative of potential price manipulation. These measures would also apply to a Reverse Merger Company listed under the proposed rule change. Accordingly, Nasdaq proposes to remove references within the Reverse Merger Rule requiring the security of a Reverse Merger company to achieve a $4 minimum bid price and replace those references with a requirement that the security satisfy the share price requirement applicable to the initial listing standard under which the Reverse Merger company is qualifying to list.\14\ --------------------------------------------------------------------------- \14\ Nasdaq rules permit Nasdaq to apply additional or more stringent criteria for the initial listing of securities in situations where it would be inappropriate to list a Reverse Merger company at a reduced price, such as where the company has not demonstrated the ability to maintain compliance with the continued listing requirements. See Nasdaq Rule 5101. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\15\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\16\ in particular, in that it is designed to promote just and equitable principles of trade, 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. The proposed rule change will allow a Reverse Merger Company to satisfy any of the already approved listing requirements for listing on Nasdaq and, thereby, eliminate an unnecessary impediment to a free and open market and a national market system. A company listing under the alternative price requirements of Rule 5505(a)(1)(B), including a Reverse Merger Company listing under this proposed rule change, must also satisfy additional requirements designed to ensure that the listed security would not be considered a penny stock and, following listing Nasdaq will monitor the company and publish on its Web site if the company no longer satisfies those additional requirements or any of the other exclusions from being a penny stock contained in Rule 3a51-1 under the Securities Act of 1933. In addition, whereas other companies listing under the Alternative Price Requirement must satisfy the applicable closing price for five consecutive business days, a Reverse Merger Company listing under the proposed rule change will be required to meet the heightened requirement in the Reverse Merger Rules and must satisfy that price for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days before it can apply and be approved. Further, given that a Reverse Merger Company must satisfy a seasoning period, and timely file financial information during that period, Nasdaq believes that the proposed change to allow a Reverse Merger Company to list under any of the approved listing requirements protects investors and the public interest. --------------------------------------------------------------------------- \15\ 15 U.S.C. 78f(b). \16\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. To the contrary, by eliminating a disparity between Nasdaq's rules and those of NYSE MKT, the proposed rule change will enhance competition.\17\ --------------------------------------------------------------------------- \17\ Section 101(e) of the NYSE MKT Company Guide permits a Reverse Merger Company to list on NYSE MKT upon satisfaction of any applicable listing requirement, including those with a $2 or $3 minimum price. --------------------------------------------------------------------------- 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, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act \18\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\19\ --------------------------------------------------------------------------- \18\ 15 U.S.C. 78s(b)(3)(A)(iii). \19\ 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 intent 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. --------------------------------------------------------------------------- At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. [[Page 27318]] If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic 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-2017-053 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2017-053. 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 also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASDAQ-2017-053, and should be submitted on or before July 5, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\20\ --------------------------------------------------------------------------- \20\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2017-12265 Filed 6-13-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 113 / Wednesday, June 14, 2017 / Notices 27315
accomplished within a reasonable time public in accordance with the applicable listing standard after
period. The MSRB notes that dealers are provisions of 5 U.S.C. 552, will be satisfying the required seasoning period.
expected to comply with the available for Web site viewing and The text of the proposed rule change
appropriate customer account transfer printing in the Commission’s Public is set forth below. Proposed new
rule, including Rule G–26 (and the time Reference Room, 100 F Street NE., language is italicized; deleted text is in
frames included therein) where Washington, DC 20549 on official brackets.
applicable, and that, if they do not, they business days between the hours of * * * * *
could be subject to an enforcement 10:00 a.m. and 3:00 p.m. Copies of the
action for violating the rule. filing also will be available for 5110. Change of Control, Bankruptcy
inspection and copying at the principal and Liquidation, and Reverse Mergers
III. Date of Effectiveness of the office of the MSRB. All comments
Proposed Rule Change and Timing for (a)–(b) No change.
received will be posted without change;
Commission Action the Commission does not edit personal (c) Reverse Mergers
Within 45 days of the date of identifying information from (1) A Company that is formed by a
publication of this notice in the Federal submissions. You should submit only Reverse Merger (a ‘‘Reverse Merger
Register or within such longer period of information that you wish to make Company’’) shall be eligible to submit
up to 90 days (i) as the Commission may available publicly. All submissions an application for initial listing only if
designate if it finds such longer period should refer to File Number SR–MSRB– the combined entity has, immediately
to be appropriate and publishes its 2017–03 and should be submitted on or preceding the filing of the initial listing
reasons for so finding or (ii) as to which before July 5, 2017. application:
the self-regulatory organization For the Commission, pursuant to delegated (A) No change.
consents, the Commission will: authority.90 (B) maintained a closing price [of $4
(A) By order approve or disapprove Robert W. Errett, per share or higher]equal to the share
such proposed rule change, or Deputy Secretary. price requirement applicable to the
(B) institute proceedings to determine initial listing standard under which the
[FR Doc. 2017–12266 Filed 6–13–17; 8:45 am]
whether the proposed rule change Reverse Merger Company is qualifying
BILLING CODE 8011–01–P
should be disapproved. to list for a sustained period of time, but
IV. Solicitation of Comments in no event for less than 30 of the most
Interested persons are invited to SECURITIES AND EXCHANGE recent 60 trading days.
submit written data, views, and COMMISSION (2) In addition to satisfying all of
arguments concerning the foregoing, Nasdaq’s other initial listing
[Release No. 34–80888; File No. SR–
including whether the proposed rule NASDAQ–2017–053] requirements, a Reverse Merger
change is consistent with the Act. Company will only be approved for
Comments may be submitted by any of Self-Regulatory Organizations; The listing if, at the time of approval, it has:
the following methods: NASDAQ Stock Market LLC; Notice of (A) No change.
Filing and Immediate Effectiveness of (B) maintained a closing price [of $4
Electronic Comments Proposed Rule Change To Amend Rule per share or higher]equal to the share
• Use the Commission’s Internet 5110(c) To Permit a Reverse Merger price requirement applicable to the
comment form (http://www.sec.gov/ Company To Qualify for Initial Listing initial listing standard under which the
rules/sro.shtml); or Under Any Applicable Listing Standard Reverse Merger Company is qualifying
• Send an email to rule-comments@ After Satisfying the Required to list for a sustained period of time, but
sec.gov. Please include File Number SR– Seasoning Period in no event for less than 30 of the most
MSRB–2017–03 on the subject line. recent 60 trading days prior to approval.
June 8, 2017. (3) No change.
Paper Comments Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 * * * * *
• Send paper comments in triplicate The text of the proposed rule change
to Secretary, Securities and Exchange (‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that, on May 25, is available on the Exchange’s Web site
Commission, 100 F Street NE., at http://nasdaq.cchwallstreet.com, at
Washington, DC 20549. 2017, The NASDAQ Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the the principal office of the Exchange, and
All submissions should refer to File at the Commission’s Public Reference
Securities and Exchange Commission
Number SR–MSRB–2017–03. This file Room.
(‘‘SEC’’ or ‘‘Commission’’) the proposed
number should be included on the
rule change as described in Items I, II, II. Self-Regulatory Organization’s
subject line if email is used. To help the
and III below, which Items have been Statement of the Purpose of, and
Commission process and review your
prepared by the Exchange. The Statutory Basis for, the Proposed Rule
comments more efficiently, please use
Commission is publishing this notice to Change
only one method. The Commission will
solicit comments on the proposed rule
post all comments on the Commission’s In its filing with the Commission, the
change from interested persons.
Internet Web site (http://www.sec.gov/ Exchange included statements
rules/sro.shtml). Copies of the I. Self-Regulatory Organization’s concerning the purpose of and basis for
submission, all subsequent Statement of the Terms of Substance of the proposed rule change and discussed
amendments, all written statements the Proposed Rule Change any comments it received on the
mstockstill on DSK30JT082PROD with NOTICES
with respect to the proposed rule The Exchange proposes to allow a proposed rule change. The text of these
change that are filed with the former reverse merger company to statements may be examined at the
Commission, and all written qualify for initial listing under any places specified in Item IV below. The
communications relating to the Exchange has prepared summaries, set
proposed rule change between the 90 17 CFR 200.30–3(a)(12). forth in sections A, B, and C below, of
Commission and any person, other than 1 15 U.S.C. 78s(b)(1). the most significant aspects of such
those that may be withheld from the 2 17 CFR 240.19b–4. statements.
VerDate Sep<11>2014 17:36 Jun 13, 2017 Jkt 241001 PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 E:\FR\FM\14JNN1.SGM 14JNN1](https://thefederalregister.org/doc/82_FR_27428/page/1.svg)
![27318 Federal Register / Vol. 82, No. 113 / Wednesday, June 14, 2017 / Notices
If the Commission takes such action, the For the Commission, by the Division of proposed rule change. The text of these
Commission shall institute proceedings Trading and Markets, pursuant to delegated statements may be examined at the
to determine whether the proposed rule authority.20 places specified in Item IV below. The
should be approved or disapproved. Robert W. Errett, Exchange has prepared summaries, set
Deputy Secretary. forth in sections A, B, and C below, of
IV. Solicitation of Comments [FR Doc. 2017–12265 Filed 6–13–17; 8:45 am] the most significant aspects of such
Interested persons are invited to BILLING CODE 8011–01–P statements.
submit written data, views, and A. Self-Regulatory Organization’s
arguments concerning the foregoing, Statement of the Purpose of, and the
including whether the proposed rule SECURITIES AND EXCHANGE
Statutory Basis for, the Proposed Rule
change is consistent with the Act. COMMISSION
Change
Comments may be submitted by any of [Release No. 34–80891; File No. SR–
NASDAQ–2017–054]
1. Purpose
the following methods:
The purpose of the proposed rule
Electronic Comments Self-Regulatory Organizations; The change is to amend the Exchange’s fees
NASDAQ Stock Market LLC; Notice of at Rules 7023 and 7026 to merge the
• Use the Commission’s Internet Filing and Immediate Effectiveness of OpenView depth-of-book product into
comment form (http://www.sec.gov/ Proposed Rule Change To Merge the TotalView.
rules/sro.shtml); or OpenView Depth-of-Book Product Into
• Send an email to rule-comments@ TotalView TotalView and OpenView
sec.gov. Please include File Number SR– TotalView, the Exchange’s complete
NASDAQ–2017–053 on the subject line. June 8, 2017. depth data feed product for Nasdaq-
Pursuant to Section 19(b)(1) of the listed securities, provides every eligible
Paper Comments Securities Exchange Act of 1934 order at every price level for all Nasdaq
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 members, as well as Net Order
• Send paper comments in triplicate notice is hereby given that on May 26,
to Brent J. Fields, Secretary, Securities Imbalance information.3 OpenView—
2017, The NASDAQ Stock Market LLC almost universally purchased in
and Exchange Commission, 100 F Street (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
NE., Washington, DC 20549–1090. conjunction with Nasdaq’s other depth-
Securities and Exchange Commission of-book products, TotalView and Level
All submissions should refer to File (‘‘SEC’’ or ‘‘Commission’’) the proposed 2 4—provides the same information as
Number SR–NASDAQ–2017–053. This rule change as described in Items I, II, TotalView for stocks listed on other
file number should be included on the and III below, which Items have been exchanges.
subject line if email is used. To help the prepared by the Exchange. The TotalView and OpenView may be
Commission process and review your Commission is publishing this notice to purchased through monthly
comments more efficiently, please use solicit comments on the proposed rule subscription fees or enterprise license
only one method. The Commission will change from interested persons. fees. Different fee structures apply if
post all comments on the Commission’s I. Self-Regulatory Organization’s purchasers opt to view TotalView or
Internet Web site (http://www.sec.gov/ Statement of the Terms of Substance of OpenView using an Enhanced Display
rules/sro.shtml). Copies of the the Proposed Rule Change Solution (‘‘EDS’’) or utilize the data in
submission, all subsequent a non-display fashion using a Managed
amendments, all written statements The Exchange proposes to merge the Data Solution (‘‘MDS’’). The current fees
with respect to the proposed rule OpenView depth-of-book product into associated with TotalView and
change that are filed with the TotalView, and to amend the OpenView that will be affected by the
Commission, and all written Exchange’s fees at Rules 7023 and 7026 proposed changes, set forth in Rules
communications relating to the to reflect the merger of these two 7023 and 7026, are as follows:
proposed rule change between the products, as described further below. 1. Per Subscriber Fees. Monthly Non-
Commission and any person, other than The Exchange has designated the Professional per Subscriber fees are $14
those that may be withheld from the proposed amendments to be operative for TotalView,5 and $1 for OpenView.6
public in accordance with the on August 1, 2017. Monthly Professional Subscriber fees
provisions of 5 U.S.C. 552, will be The text of the proposed rule change are $70 for TotalView,7 and $6 for
available for Web site viewing and is available on the Exchange’s Web site OpenView.8
printing in the Commission’s Public at http://nasdaq.cchwallstreet.com, at 2. Professional Subscriber Fees for
Reference Room, 100 F Street NE., the principal office of the Exchange, and Non-Display Usage. The professional
Washington, DC 20549 on official at the Commission’s Public Reference Subscriber fees for Non-Display Usage
business days between the hours of Room.
3 Net Order Imbalance information provides data
10:00 a.m. and 3:00 p.m. Copies of such II. Self-Regulatory Organization’s relating to buy and sell interest at the open and
filing also will be available for Statement of the Purpose of, and close of the trading day, in the context of an Initial
inspection and copying at the principal Statutory Basis for, the Proposed Rule Public Offering, and after a trading halt.
office of the Exchange. All comments Change 4 See Securities Exchange Act Release No. 79863
received will be posted without change; (January 23, 2017) 82 FR 8632 (January 27, 2017)
In its filing with the Commission, the (SR–NASDAQ–2017–004) (explaining that Level 2
the Commission does not edit personal
mstockstill on DSK30JT082PROD with NOTICES
Exchange included statements will be retired as a separate product).
identifying information from 5 Nasdaq Rule 7023(b)(2)(A).
concerning the purpose of and basis for
submissions. You should submit only 6 Nasdaq Rule 7023(b)(3)(A).
the proposed rule change and discussed
information that you wish to make 7 Nasdaq Rule 7023(b)(2)(B). Fees are for Display
any comments it received on the
available publicly. All submissions Usage, or for Non-Display Usage based upon
should refer to File Number SR– indirect access.
20 17 CFR 200.30–3(a)(12). 8 Nasdaq Rule 7023(b)(3)(B). Fees are for Display
NASDAQ–2017–053, and should be 1 15 U.S.C. 78s(b)(1). Usage, or for Non-Display Usage based upon
submitted on or before July 5, 2017. 2 17 CFR 240.19b–4. indirect access.
VerDate Sep<11>2014 17:36 Jun 13, 2017 Jkt 241001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 E:\FR\FM\14JNN1.SGM 14JNN1](https://thefederalregister.org/doc/82_FR_27428/page/4.svg)
Document Created: 2017-06-14 01:24:13
Document Modified: 2017-06-14 01:24:13
| 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 | 82 FR 27315 |
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