82 FR 29132 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Initial and Continued Listing Standards for the Listing of Equity Investment Tracking Stocks
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 122 (June 27, 2017)
Federal Register Volume 82, Issue 122 (June 27, 2017)
| Page Range | 29132-29135 | |
| FR Document | 2017-13371 |
[Federal Register Volume 82, Number 122 (Tuesday, June 27, 2017)] [Notices] [Pages 29132-29135] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-13371] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80994; File No. SR-NASDAQ-2017-058] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Initial and Continued Listing Standards for the Listing of Equity Investment Tracking Stocks June 21, 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 June 8, 2017, The NASDAQ Stock Market LLC (``Nasdaq'' or the ``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 adopt initial and continued listing standards for the listing of Equity Investment Tracking Stocks. 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. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq proposes to adopt initial and continued listing standards for the listing of Equity Investment Tracking Stocks. An Equity Investment Tracking Stock is defined as a class of common equity securities that tracks on an unleveraged basis the performance of an investment by the issuer in the common equity securities of a single other company listed on the Exchange.\3\ An Equity Investment Tracking Stock may track multiple classes of common equity securities of a single issuer, so long as all of those classes have identical economic rights and at least one of those classes is listed on the Exchange. --------------------------------------------------------------------------- \3\ Nasdaq will determine whether a security tracks the performance of a single other company based on the facts and circumstances of the particular matter, including whether the security tracks substantial assets in addition to the other listed company. Nasdaq encourages any company considering listing a security that tracks the performance of another listed company, in whole or in part, to contact Nasdaq staff as early as possible to discuss. --------------------------------------------------------------------------- An Equity Investment Tracking Stock may be listed on the Nasdaq Global [[Page 29133]] Select, Global, or Capital Markets under the Rule 5300, 5400 or 5500 Series, as applicable, provided it also meets the additional requirements set forth in the proposed Rule 5222. An Equity Investment Tracking Stock is only eligible to be listed on the same tier of Nasdaq (Global Select, Global or Capital) as the equity security it tracks. Proposed Rule 5222(a) provides that, prior to the commencement of trading of any Equity Investment Tracking Stock, Nasdaq will distribute an information circular to its members that describes any special characteristics and risks of trading the Equity Investment Tracking Stock, and lists Exchange Rules that will apply to the Equity Investment Tracking Stock including rules that require members: (A) To use reasonable diligence in regard to the opening and maintenance of every account, to know (and retain) the essential facts concerning every customer and concerning the authority of each person acting on behalf of such customer; and (B) in recommending transactions in the Equity Investment Tracking Stock to have a reasonable basis to believe that (i) the recommendation is suitable for a customer given reasonable inquiry concerning the customer's investment objectives, financial situation, needs, and any other information known by such members, and (ii) the customer can evaluate the special characteristics, and is able to bear the financial risks, of an investment in the Equity Investment Tracking Stock. Proposed Rule 5222(b) provides that in addition to the initial listing requirements of the Rule 5300 Series,\4\ the Rule 5400 Series,\5\ or the Rule 5500 Series \6\ applicable to all securities,\7\ the issuer of the Equity Investment Tracking Stock must own (directly or indirectly) \8\ at least 50% of both the economic interest and the voting power of all of the outstanding classes of common equity of the issuer whose equity is tracked by the Equity Investment Tracking Stock. Further, Nasdaq will not list an Equity Investment Tracking Stock if, at the time of the proposed listing, the issuer of the equity tracked by the Equity Investment Tracking Stock has received a Staff Delisting Determination or been notified about a deficiency, except for a corporate governance deficiency with a grace period provided under Rule 5810(c)(3)(E),\9\ with respect to such security. --------------------------------------------------------------------------- \4\ The Rule 5300 Series generally requires that for initial listing on the Nasdaq Global Select Market a security must satisfy a price, publicly held shares, market maker, ownership, market value and valuation requirement. \5\ The Rule 5400 Series generally requires that for initial listing on the Nasdaq Global Market a security must satisfy a price, publicly held shares, round lot holder, market maker, and either an income, an equity, a market value of listed securities, or a total assets and total revenue requirement. \6\ The Rule 5500 Series generally requires that for initial listing on the Nasdaq Capital Market a security must satisfy a price, publicly held shares, round lot holder, market maker, and either an equity, a market value of listed securities, or a net income requirement. \7\ In addition to meeting the quantitative requirements of the Rule 5300 Series, the Rule 5400 Series, or the Rule 5500 Series, the issuer of Equity Investment Tracking Stock must meet the requirements of the Rule 5100 Series, the disclosure obligations set forth in the Rule 5200 Series, the Corporate Governance requirements set forth in the Rule 5600 Series, and pay any applicable fees in the Rule 5900 Series. \8\ An example of an indirect ownership would be where the listed company has a 100%-owned subsidiary and that subsidiary in turn owns the stock of the company whose performance is being tracked. Another example would be where the listed company owns 100% of each of two subsidiaries, each of which owns stock in the company whose performance is being tracked. \9\ Rule 5810(c)(3)(E) provides that if a company fails to meet the majority board independence or the audit committee composition requirements due to one vacancy, or fails to meet the audit committee composition requirements because an audit committee member ceases to be independent for reasons outside her control, Nasdaq will provide the company with an automatic grace period for up to one year to regain compliance with the rule. --------------------------------------------------------------------------- Proposed Rule 5222(c) provides that in addition to the continued listing requirements of the Rule 5400 Series \10\ or the Rule 5500 Series,\11\ as applicable, Nasdaq will also apply additional continued listing requirements. Specifically, if the listed equity security or securities whose value is tracked by the Equity Investment Tracking Stock is transferred to a different tier of Nasdaq (Global Select, Global or Capital), the Equity Investment Tracking Stock that tracks such security will be automatically transferred to the same tier of Nasdaq, provided the Equity Investment Tracking Stock meets the applicable listing standards for that tier. However, if the Equity Investment Tracking Stock does not meet the applicable listing standards for that tier, Nasdaq will determine whether the Equity Investment Tracking Stock meets an applicable initial listing standard in place at that time and will halt trading in the Equity Investment Tracking Stock and issue a Staff Delisting Determination pursuant to Rule 5810(c)(1) if it does not. Similarly, if the listed equity security or securities whose value is tracked by the Equity Investment Tracking Stock ceases to be listed on Nasdaq or is suspended pending delisting, the issuer of the Equity Investment Tracking Stock owns less than 50% of the issuer whose equity is tracked by the Equity Investment Tracking Stock, or the Equity Investment Tracking Stock ceases to track the performance of the listed equity security or securities that was tracked at the time of initial listing, Nasdaq will determine whether the Equity Investment Tracking Stock meets an applicable initial listing standard in place at that time and will halt trading in the Equity Investment Tracking Stock and issue a Staff Delisting Determination pursuant to Rule 5810(c)(1) if it does not. --------------------------------------------------------------------------- \10\ The Rule 5400 Series generally requires that for continued listing on the Nasdaq Global Market, including the Nasdaq Global Select Market, a security must satisfy a price, publicly held shares, total holders, market maker, and either an equity, a market value of listed securities, or a total assets and total revenue requirement. \11\ The Rule 5500 Series generally requires that for continued listing on the Nasdaq Capital Market a security must satisfy a price, publicly held shares, public holders, market maker, and either an equity, a market value of listed securities, or a net income requirement. --------------------------------------------------------------------------- Nasdaq also proposes to amend Rule 5810(c)(1) to provide that an Equity Investment Tracking Stock's failure to comply with the additional continued listing requirements in Rule 5222(c) or the issuance of a Staff Delisting Determination with respect to the security such Equity Investment Tracking Stock tracks will constitute a deficiency that will immediately result in Nasdaq issuing a Delisting Determination with regard to the Equity Investment Tracking Stock. Proposed Rule 5222(d) imposes additional disclosure and procedural requirements on the Equity Investment Tracking Stock when a listed equity security whose value is tracked by the Equity Investment Tracking Stock is subject to deficiency procedures. These requirements are designed to provide investors in the Equity Investment Tracking Stock with notice about the potential delisting of the listed equity security or securities whose value is tracked by the Equity Investment Tracking Stock and to assure that the Equity Investment Tracking Stock is treated in the same manner as the equity security whose value it tracks during the deficiency administration process. Specifically, if the issuer of the security that the Equity Investment Tracking Stock tracks announces that it has received a deficiency notification then the issuer of the Equity Investment Tracking Stock must promptly publicly announce (either by filing a Form 8-K, where required by SEC rules, or by issuing a press release) that fact.\12\ --------------------------------------------------------------------------- \12\ In addition, the issuer of the Equity Investment Tracking Stock that receives a notification of deficiency or Staff Delisting Determination is required by Rule 5810(b) to make a public announcement disclosing receipt of the notification. --------------------------------------------------------------------------- [[Page 29134]] In addition, proposed Rule 5222(d) provides that notwithstanding any provisions to the contrary, if the Staff Delisting Determination issued to the security such Equity Investment Tracking Stock tracks is stayed pursuant to the Rule 5800 Series, the suspension of the Equity Investment Tracking Stock also will be stayed and will remain stayed on the same terms that apply to the security such Equity Investment Tracking Stock tracks. Nasdaq proposes to amend Rule 4120(a) governing Nasdaq's authority to initiate trading halts or pauses and Rule IM-5250-1 providing interpretive material regarding trading halts to provide that, in the event that the issuer of the common equity security tracked by an Equity Investment Tracking Stock intends to issue a material news release during the trading day and Nasdaq determines that a regulatory trading halt should be implemented, including a trading halt pending dissemination of the news, Nasdaq will also halt trading in the Equity Investment Tracking Stock simultaneously with the halt in the security it tracks and will also recommence trading at the same time. In addition, Nasdaq will halt trading in the Equity Investment Tracking Stock if the security it tracks is suspended from trading, such as while the security is pending delisting.\13\ --------------------------------------------------------------------------- \13\ If the security that an Equity Investment Tracking Stock tracks is suspended pending delisting Nasdaq would also follow the procedures in Rule 5222(c) and initiate delisting proceedings for the Equity Investment Tracking Stock unless it meets another applicable listing standard. The trading halt in the Equity Investment Tracking Stock would remain in place until the Equity Investment Tracking Stock is requalified or is suspended pending its delisting pursuant to the procedural requirements of the Rule 5800 Series. --------------------------------------------------------------------------- Nasdaq proposes to amend Rules 5401 and 5501 to update the preamble to these rules and Rule 5305 to provide that an Equity Investment Tracking Stock may be listed as a primary equity security or as a secondary class of common stock, as applicable, provided it must also meet the requirements set forth in Rule 5222. Nasdaq represents that it will monitor activity in Equity Investment Tracking Stocks to identify and deter any potential improper trading activity in such securities. The Exchange will adopt surveillance procedures, and make any enhancements necessary, sufficient to enable it to monitor Equity Investment Tracking Stocks alongside the securities whose value they track. Additionally, the Exchange will rely on its existing trading surveillances, administered by the Exchange, or the Financial Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws.\14\ --------------------------------------------------------------------------- \14\ FINRA conducts cross-market surveillances on behalf of the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA's performance under this regulatory services agreement. --------------------------------------------------------------------------- The surveillances referred to above generally focus on detecting securities trading outside their normal patterns, which could be indicative of manipulative or other violative activity. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. Given the novel investment characteristics of Equity Investment Tracking Stocks, the Exchange will conduct a review of the trading and compliance with continued listing standards of Equity Investment Tracking Stocks and their issuers over the initial two year period for which the proposed listing standard is in operation. The Exchange will furnish two reports to the SEC based on this review, one to be provided no later than sixty days after the first anniversary of the adoption of the proposed rule, which will cover the first year, and the second to be provided one year later, which will cover the second year. At a minimum, the reports will address the relationship between the trading prices of listed Equity Investment Tracking Stocks and those of the securities whose values they track, the liquidity of the market for the two securities, and any manipulation concerns arising in connection with the trading of securities listed under the standard and the securities whose values are being tracked. The reports will also discuss any recommendations the Exchange may have for enhancements to the listing standard based on its review. Nasdaq proposes to make a conforming change to Rule 5950(e)(3) to allow for the renumbering of the defined terms in Rule 5005(a). 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, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \15\ 15 U.S.C. 78f(b). \16\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- In particular, the proposed listing standards are designed to protect investors and the public interest by ensuring that Equity Investment Tracking Stocks listed on the Exchange meet stringent quantitative and qualitative listing standards to qualify for initial and continued listing. The Exchange notes that trading in an Equity Investment Tracking Stock will be halted and subject to delisting if it does not meet another applicable initial listing standard and (i) the equity security or securities whose value is tracked by the Equity Investment Tracking Stock ceases to be listed on the Exchange or is suspended pending delisting; (ii) the issuer of the Equity Investment Tracking Stock owns (directly or indirectly) less than 50% of either the economic interest or the voting power of all of the outstanding classes of common equity of the issuer whose equity is tracked by the Equity Investment Tracking Stock; or (iii) the Equity Investment Tracking Stock ceases to track the performance of the listed equity security that was tracked at the time of initial listing. If the security whose value is tracked by an Equity Investment Tracking Stock changes tiers (e.g., from Capital Market to Global Market), Nasdaq will halt trading and initiate delisting of the Equity Investment Tracking Stock unless the Equity Investment Tracking Stock meets the applicable listing requirements for the new tier or qualifies for listing under another applicable initial listing standard. The Equity Investment Tracking Stocks will have to meet the requirements of the proposed Listing Rule 5222 in addition to the other listing requirement applicable to equity securities. The issuer of an Equity Investment Tracking Stock must fully comply with the requirements of the Rule 5100 Series, the disclosure obligations set forth in the Rule 5200 Series, the quantitative requirements set forth in the Rule 5300 Series, the Rule 5400 Series or the Rule 5500 Series, and the Corporate Governance requirements set forth in the Rule 5600 Series, subject to applicable exemptions such as those for controlled companies. The proposed rule change is designed to provide equivalent treatment to an Equity Investment Tracking Stock as is provided to the security or securities it tracks, and therefore it will not permit unfair discrimination between customers, issuers, brokers, or dealers. [[Page 29135]] The Exchange notes that it is proposing to amend Rule 4120(a) governing Nasdaq's authority to initiate trading halts or pauses and Rule IM-5250-1 providing interpretive material regarding trading halts to provide that, in the event that the issuer of the common equity security tracked by an Equity Investment Tracking Stock intends to issue a material news release during the trading day and Nasdaq determines that a regulatory trading halt should be implemented pending dissemination of the news or if Nasdaq determines that any other required regulatory trading halt should be implemented, the Exchange will also halt trading in the Equity Investment Tracking Stock simultaneously with the halt in the security whose values is being tracked and will also recommence trading at the same time. The Exchange believes that this proposed amendment will protect investors and the public interest by preventing market participants from gaining an advantage in trading in an Equity Investment Tracking Stock based on their possession of material nonpublic information with respect to the company whose value is being tracked by the Equity Investment Tracking Stock. In addition, Nasdaq will halt trading in the Equity Investment Tracking Stock if the security whose value is being tracked is suspended from trading, such as while the security is pending delisting. 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. The proposed rule change is designed to provide listing standards for Equity Investment Tracking Stocks that are appropriately protective of investors and is not designed to limit the ability of the issuers of those securities to list them on any other national securities exchange. The market for listing services is extremely competitive.\17\ Because issuers have a choice to list their securities on a different national securities exchange, the Exchange does not believe that the proposed listing standards impose a burden on competition. --------------------------------------------------------------------------- \17\ See Securities Exchange Act Release No. 78153 (June 24, 2016), 81 FR 42762 (June 30, 2016) (SR-NYSE-2016-22) (adopting listing standards for Equity Investment Tracking Stocks). --------------------------------------------------------------------------- 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. 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-2017-058 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-2017-058. 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-2017-058, and should be submitted on or before July 18, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\20\ Eduardo A. Aleman, Assistant Secretary. --------------------------------------------------------------------------- \20\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- [FR Doc. 2017-13371 Filed 6-26-17; 8:45 am] BILLING CODE 8011-01-P
![29132 Federal Register / Vol. 82, No. 122 / Tuesday, June 27, 2017 / Notices
A proposed rule change filed under post all comments on the Commission’s have been prepared by the Exchange.
Rule 19b–4(f)(6) 12 normally does not Internet Web site (http://www.sec.gov/ The Commission is publishing this
become operative prior to 30 days after rules/sro.shtml). Copies of the notice to solicit comments on the
the date of the filing.13 However, submission, all subsequent proposed rule change from interested
pursuant to Rule 19b–4(f)(6)(iii),14 the amendments, all written statements persons.
Commission may designate a shorter with respect to the proposed rule
I. Self-Regulatory Organization’s
time if such action is consistent with the change that are filed with the
Statement of the Terms of Substance of
protection of investors and the public Commission, and all written
the Proposed Rule Change
interest. Without a waiver of 30-day communications relating to the
operative delay, the Exchange’s Pilot proposed rule change between the The Exchange proposes to adopt
Program will expire before the extension Commission and any person, other than initial and continued listing standards
of the Pilot Program is operative. The those that may be withheld from the for the listing of Equity Investment
Commission believes that waiving the public in accordance with the Tracking Stocks.
30-day operative delay for the instant provisions of 5 U.S.C. 552, will be The text of the proposed rule change
filing is consistent with the protection available for Web site viewing and is available on the Exchange’s Web site
of investors and the public interest printing in the Commission’s Public at http://nasdaq.cchwallstreet.com, at
because doing so will allow the Pilot Reference Room, 100 F Street NE., the principal office of the Exchange, and
Program to continue without Washington, DC 20549–1090 on official at the Commission’s Public Reference
interruption in a manner that is business days between the hours of Room.
consistent with the Commission’s prior 10:00 a.m. and 3:00 p.m. Copies of the II. Self-Regulatory Organization’s
approval of the extension and expansion filing also will be available for Statement of the Purpose of, and
of the Pilot Program and will allow the inspection and copying at the principal Statutory Basis for, the Proposed Rule
Exchange and the Commission office of the Exchange. All comments Change
additional time to analyze the impact of received will be posted without change;
the Pilot Program. Accordingly, the the Commission does not edit personal In its filing with the Commission, the
Commission designates the proposed identifying information from Exchange included statements
rule change as operative upon filing submissions. You should submit only concerning the purpose of and basis for
with the Commission.15 information that you wish to make the proposed rule change and discussed
available publicly. All submissions any comments it received on the
IV. Solicitation of Comments proposed rule change. The text of these
should refer to File Number SR–
Interested persons are invited to NYSEMKT–2017–36 and should be statements may be examined at the
submit written data, views, and submitted on or before July 18, 2017. places specified in Item IV below. The
arguments concerning the foregoing, Exchange has prepared summaries, set
For the Commission, by the Division of forth in sections A, B, and C below, of
including whether the proposed rule Trading and Markets, pursuant to delegated
change is consistent with the Act. the most significant aspects of such
authority.16
Comments may be submitted by any of statements.
Eduardo A. Aleman,
the following methods: Assistant Secretary. A. Self-Regulatory Organization’s
Electronic Comments [FR Doc. 2017–13344 Filed 6–26–17; 8:45 am] Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
• Use the Commission’s Internet BILLING CODE 8011–01–P
Change
comment form (http://www.sec.gov/
rules/sro.shtml); or 1. Purpose
• Send an email to rule-comments@ SECURITIES AND EXCHANGE
COMMISSION Nasdaq proposes to adopt initial and
sec.gov. Please include File Number SR– continued listing standards for the
NYSEMKT–2017–36 on the subject line. [Release No. 34–80994; File No. SR– listing of Equity Investment Tracking
NASDAQ–2017–058] Stocks. An Equity Investment Tracking
Paper Comments
Stock is defined as a class of common
• Send paper comments in triplicate Self-Regulatory Organizations; The
equity securities that tracks on an
to Secretary, Securities and Exchange NASDAQ Stock Market LLC; Notice of
unleveraged basis the performance of an
Commission, 100 F Street NE., Filing and Immediate Effectiveness of
investment by the issuer in the common
Washington, DC 20549–1090. Proposed Rule Change To Adopt Initial
equity securities of a single other
All submissions should refer to File and Continued Listing Standards for
company listed on the Exchange.3 An
Number SR–NYSEMKT–2017–36. This the Listing of Equity Investment
Equity Investment Tracking Stock may
file number should be included on the Tracking Stocks
track multiple classes of common equity
subject line if email is used. To help the June 21, 2017. securities of a single issuer, so long as
Commission process and review your all of those classes have identical
Pursuant to Section 19(b)(1) of the
comments more efficiently, please use economic rights and at least one of those
Securities Exchange Act of 1934
only one method. The Commission will (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 classes is listed on the Exchange.
notice is hereby given that on June 8, An Equity Investment Tracking Stock
change, at least five business days prior to the date may be listed on the Nasdaq Global
of filing of the proposed rule change, or such 2017, The NASDAQ Stock Market LLC
shorter time as designated by the Commission. The (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with
3 Nasdaq will determine whether a security tracks
mstockstill on DSK30JT082PROD with NOTICES
Exchange has satisfied this pre-filing requirement. the Securities and Exchange
12 17 CFR 240.19b–4(f)(6). the performance of a single other company based
Commission (‘‘SEC’’ or ‘‘Commission’’) on the facts and circumstances of the particular
13 17 CFR 240.19b–4(f)(6).
the proposed rule change as described matter, including whether the security tracks
14 17 CFR 240.19b–4(f)(6)(iii).
in Items I, II, and III below, which Items substantial assets in addition to the other listed
15 For purposes only of waiving the operative
company. Nasdaq encourages any company
delay for this proposal, the Commission has considering listing a security that tracks the
16 17 CFR 200.30–3(a)(12).
considered the proposed rule’s impact on performance of another listed company, in whole or
1 15 U.S.C. 78s(b)(1).
efficiency, competition, and capital formation. See in part, to contact Nasdaq staff as early as possible
15 U.S.C. 78c(f). 2 17 CFR 240.19b–4. to discuss.
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![Federal Register / Vol. 82, No. 122 / Tuesday, June 27, 2017 / Notices 29135
The Exchange notes that it is C. Self-Regulatory Organization’s file number should be included on the
proposing to amend Rule 4120(a) Statement on Comments on the subject line if email is used. To help the
governing Nasdaq’s authority to initiate Proposed Rule Change Received From Commission process and review your
trading halts or pauses and Rule IM– Members, Participants, or Others comments more efficiently, please use
5250–1 providing interpretive material No written comments were either only one method. The Commission will
regarding trading halts to provide that, solicited or received. post all comments on the Commission’s
in the event that the issuer of the Internet Web site (http://www.sec.gov/
common equity security tracked by an III. Date of Effectiveness of the rules/sro.shtml). Copies of the
Proposed Rule Change and Timing for submission, all subsequent
Equity Investment Tracking Stock
Commission Action amendments, all written statements
intends to issue a material news release
during the trading day and Nasdaq Because the foregoing proposed rule with respect to the proposed rule
determines that a regulatory trading halt change does not: (i) Significantly affect change that are filed with the
the protection of investors or the public Commission, and all written
should be implemented pending
interest; (ii) impose any significant communications relating to the
dissemination of the news or if Nasdaq
burden on competition; and (iii) become proposed rule change between the
determines that any other required Commission and any person, other than
regulatory trading halt should be operative for 30 days from the date on
which it was filed, or such shorter time those that may be withheld from the
implemented, the Exchange will also public in accordance with the
as the Commission may designate, it has
halt trading in the Equity Investment provisions of 5 U.S.C. 552, will be
become effective pursuant to Section
Tracking Stock simultaneously with the available for Web site viewing and
19(b)(3)(A)(iii) of the Act18 and
halt in the security whose values is subparagraph (f)(6) of Rule 19b–4 printing in the Commission’s Public
being tracked and will also recommence thereunder.19 Reference Room, 100 F Street NE.,
trading at the same time. The Exchange At any time within 60 days of the Washington, DC 20549 on official
believes that this proposed amendment filing of the proposed rule change, the business days between the hours of
will protect investors and the public Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of such
interest by preventing market temporarily suspend such rule change if filing also will be available for
participants from gaining an advantage it appears to the Commission that such inspection and copying at the principal
in trading in an Equity Investment action is: (i) Necessary or appropriate in office of the Exchange. All comments
Tracking Stock based on their the public interest; (ii) for the protection received will be posted without change;
possession of material nonpublic of investors; or (iii) otherwise in the Commission does not edit personal
information with respect to the furtherance of the purposes of the Act. identifying information from
company whose value is being tracked If the Commission takes such action, the submissions. You should submit only
by the Equity Investment Tracking Commission shall institute proceedings information that you wish to make
Stock. In addition, Nasdaq will halt to determine whether the proposed rule available publicly. All submissions
trading in the Equity Investment should be approved or disapproved. should refer to File Number SR–
Tracking Stock if the security whose NASDAQ–2017–058, and should be
IV. Solicitation of Comments submitted on or before July 18, 2017.
value is being tracked is suspended
Interested persons are invited to For the Commission, by the Division of
from trading, such as while the security
submit written data, views, and Trading and Markets, pursuant to delegated
is pending delisting.
arguments concerning the foregoing, authority.20
B. Self-Regulatory Organization’s including whether the proposed rule Eduardo A. Aleman,
Statement on Burden on Competition change is consistent with the Act. Assistant Secretary.
Comments may be submitted by any of [FR Doc. 2017–13371 Filed 6–26–17; 8:45 am]
The Exchange does not believe that the following methods:
BILLING CODE 8011–01–P
the proposed rule change will impose
Electronic Comments
any burden on competition not
necessary or appropriate in furtherance • Use the Commission’s Internet
of the purposes of the Act. The comment form (http://www.sec.gov/ SMALL BUSINESS ADMINISTRATION
proposed rule change is designed to rules/sro.shtml); or [Disaster Declaration #15179 and #15180;
provide listing standards for Equity • Send an email to rule-comments@ Texas Disaster #TX–00481]
Investment Tracking Stocks that are sec.gov. Please include File Number SR–
appropriately protective of investors NASDAQ–2017–058 on the subject line. Administrative Declaration of a
Disaster for the State of Texas
and is not designed to limit the ability Paper Comments
of the issuers of those securities to list • Send paper comments in triplicate AGENCY: U.S. Small Business
them on any other national securities to Brent J. Fields, Secretary, Securities Administration.
exchange. The market for listing and Exchange Commission, 100 F Street ACTION: Notice.
services is extremely competitive.17 NE., Washington, DC 20549–1090.
Because issuers have a choice to list SUMMARY: This is a notice of an
All submissions should refer to File Administrative declaration of a disaster
their securities on a different national Number SR–NASDAQ–2017–058. This
securities exchange, the Exchange does for the State of Texas dated 06/20/2017.
Incident: Severe Storms.
mstockstill on DSK30JT082PROD with NOTICES
not believe that the proposed listing 18 15 U.S.C. 78s(b)(3)(A)(iii).
standards impose a burden on 19 17
Incident Period: 05/21/2017 through
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give 05/23/2017.
competition.
the Commission written notice of its intent to file DATES: Effective 06/20/2017.
the proposed rule change at least five business days Physical Loan Application Deadline
17 See Securities Exchange Act Release No. 78153
prior to the date of filing of the proposed rule
(June 24, 2016), 81 FR 42762 (June 30, 2016) (SR– change, or such shorter time as designated by the Date: 08/21/2017.
NYSE–2016–22) (adopting listing standards for Commission. The Exchange has satisfied this
Equity Investment Tracking Stocks). requirement. 20 17 CFR 200.30–3(a)(12).
VerDate Sep<11>2014 18:33 Jun 26, 2017 Jkt 241001 PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 E:\FR\FM\27JNN1.SGM 27JNN1](https://thefederalregister.org/doc/82_FR_29254/page/4.svg)
Document Created: 2018-11-14 10:15:15
Document Modified: 2018-11-14 10:15:15
| 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 29132 |
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