82_FR_40768 82 FR 40604 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Address the Application of Rule 11140 in Connection With the Implementation of the Shortened Settlement Cycle (T+2) on September 5, 2017

82 FR 40604 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Address the Application of Rule 11140 in Connection With the Implementation of the Shortened Settlement Cycle (T+2) on September 5, 2017

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 164 (August 25, 2017)

Page Range40604-40606
FR Document2017-17999

Federal Register, Volume 82 Issue 164 (Friday, August 25, 2017)
[Federal Register Volume 82, Number 164 (Friday, August 25, 2017)]
[Notices]
[Pages 40604-40606]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-17999]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81446; File No. SR-NASDAQ-2017-084]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Address the Application of Rule 11140 in Connection With the 
Implementation of the Shortened Settlement Cycle (T+2) on September 5, 
2017

August 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 August 18, 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 and II, below, which Items have been prepared by the Exchange. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to address the application of Rule 11140 as 
it relates to

[[Page 40605]]

the ex-dividend date in connection with the implementation of the T+2 
settlement cycle on September 5, 2017.
    No change to the text of Rule 11140 is required by this proposal.

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
    The Exchange is proposing to address the application of Rule 11140 
(Transactions in Securities ``Ex-Dividend,'' ``Ex-Rights'' or ``Ex-
Warrants'') as it relates to the ex-dividend date in connection with 
the implementation of the trade date plus two business days (T+2) 
settlement cycle on September 5, 2017.
    On September 28, 2016, following a recommendation by the securities 
industry, the Commission proposed amending Exchange Act Rule 15c6-1(a) 
\3\ to shorten the standard settlement cycle for most broker-dealer 
transactions from trade date plus three business days (T+3) to T+2.\4\ 
The rationale for this proposal was that the shorter settlement cycle 
would reduce the risks that arise from the value and number of 
unsettled securities transactions prior to the completion of 
settlement, including credit, market, and liquidity risk directly faced 
by U.S. market participants.\5\ The SEC adopted the proposed changes to 
Rule 15c6-1(a) on March 22, 2017.\6\
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    \3\ 17 CFR 240.15c6-1(a).
    \4\ See Securities Exchange Act Release No. 78962 (September 28, 
2016), 81 FR 69240 (October 5, 2016) (Amendment to Securities 
Transaction Settlement Cycle) (File No. S7-22-16).
    \5\ Id.
    \6\ See Securities Exchange Act Release No. 80295 (March 22, 
2017), 82 FR 15564 (March 29, 2017) (File No. S7-22-16).
---------------------------------------------------------------------------

    In connection with the amendments to Rule 15c6-1(a) and the 
adoption of the shortened settlement cycle, Nasdaq submitted a proposed 
rule change implementing the new settlement cycle and making 
corresponding changes to its applicable rules, including Rule 
11140(b).\7\
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    \7\ See Securities Exchange Act Release No. 79687 (December 23, 
2016), 81 FR 96545 (December 30, 2016) (Order approving SR-NASDAQ-
2016-183).
---------------------------------------------------------------------------

    The industry and self-regulatory organizations (``SROs''), 
including The Depository Trust Company (``DTC''), which processes 
corporate action events, have raised concern that the September 5, 2017 
industry-wide transition date from T+3 to T+2 will result in September 
7, 2017 being a ``double'' settlement date for trades that occur on 
September 1, 2017 (under T+3 and reflecting the Labor Day holiday on 
September 4, 2017) and trades that occur on September 5, 2017 (under 
T+2), which generally will result in investors who trade on either date 
being deemed a record holder of September 7, 2017. In order to avoid 
confusion about the proper settlement date and to coordinate with other 
SROs, Nasdaq and the other SROs have agreed that no securities will be 
ex-dividend on September 5, 2017.
    The Exchange is therefore now proposing to address the application 
of Rule 11140(b) as it relates to the ex-dividend date in connection 
with the implementation of the T+2 settlement cycle on September 5, 
2017.
    The ex-dividend date is the date on which a security is first 
traded without the right to receive a distribution of cash, stock or 
warrants. Rule 11140(b)(1) establishes the ``ex-dividend date'' for 
``normal'' distributions of cash, stock or warrants. The rule provides 
that, in respect to cash dividends or distributions, or stock 
dividends, and the issuance or distribution of warrants, which are less 
than 25% of the value of the subject security, if the definitive 
information is received sufficiently in advance of the record date,\8\ 
the date designated as the ``ex-dividend date'' shall be the second 
business day preceding the record date if the record date falls on a 
business day, or the third business day preceding the record date if 
the record date falls on a day designated by Nasdaq Regulation as a 
non-delivery date.
---------------------------------------------------------------------------

    \8\ The record date is ``the date fixed by the trustee, 
registrar, paying agent or issuer for the purpose of determining the 
holders of equity securities, bonds, similar evidences of 
indebtedness or unit investment trust securities entitled to receive 
dividends, interest or principal payments or any other 
distributions.'' See Rule 11120(e).
---------------------------------------------------------------------------

    Rule 11140(b)(2) establishes the ex-dividend date with respect to 
``large'' distributions, e.g., cash dividends or distributions, stock 
dividends and/or splits, and the distribution of warrants, which are 
25% or greater of the value of the subject security. In this case, the 
ex-dividend date is the first business day following the payable 
date.\9\
---------------------------------------------------------------------------

    \9\ The payable date is the date on which a declared stock 
dividend is scheduled to be paid.
---------------------------------------------------------------------------

    Consistent with the compliance date of the amendments to Rule 15c6-
1(a), the securities industry has adopted Tuesday, September 5, 2017 as 
the implementation date of the T+2 settlement cycle.\10\ With the 
implementation of the T+2 settlement cycle, the ex-dividend date for 
``normal'' distributions pursuant to Rule 11140(b)(1) will be the first 
business day before the record date.\11\ Accordingly, Nasdaq proposes 
to interpret Rule 11140(b)(1) so that the first record date to which 
this new ex-dividend date rationale will be applied will be Thursday, 
September 7, 2017. During the implementation of the T+2 settlement 
cycle, the ``regular'' ex-dividend dates will be as follows:
---------------------------------------------------------------------------

    \10\ See Securities Exchange Act Release No. 80295 (March 22, 
2017), 82 FR 15564 (March 29, 2017) (File No. S7-22-16).
    \11\ See Securities Exchange Act Release No. 79687 (December 23, 
2016), 81 FR 96545 (December 30, 2016).

Record Date 9/1/2017 Ex date 8/30/2017
Record Date 9/5/2017 Ex date 8/31/2017
Record Date 9/6/2017 Ex date 9/1/2017
Record Date 9/7/2017 Ex date 9/6/2017 \12\
---------------------------------------------------------------------------

    \12\ September 4, 2017 is Labor Day and not a business day.

    As described above, the ex-dividend date for ``large'' 
distributions under Rule 11140(b) is the first business day following 
the payable date. This provision was not amended in connection with the 
adoption of the T+2 settlement cycle. In order to ensure that no 
securities will be ex-dividend on September 5, 2017 for purposes of 
``large'' distributions, Nasdaq similarly proposes to interpret Rule 
11140(b) so that, if an issuer sets September 1, 2017 as the payment 
date for a large distribution, the ex-dividend date would be September 
6, 2017, not September 5, 2017.
    Nasdaq notes that it previously issued an Issuer Alert addressing 
the application of the T+2 implementation date on Rule 11140(b).\13\
---------------------------------------------------------------------------

    \13\ See Nasdaq Issuer Alert 2017-001 (Changes to Ex-dividend 
Procedures Effective September 5, 2017 to Accommodate T+2 
Settlement), available at http://nasdaq.cchwallstreet.com/nasdaq/pdf/nasdaq-issalerts/2017/2017-001.pdf.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\14\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\15\

[[Page 40606]]

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. In the interest of 
minimizing potential confusion about proper settlement in connection 
with the implementation of the T+2 settlement cycle on September 5, 
2017, the SROs have agreed that no securities will be ex-dividend on 
September 5, 2017. This proposal is consistent with the Act because it 
interprets the application of Rule 11140(b) on September 5, 2017 so 
that neither ``normal'' nor ``large'' distributions will be ex-divided 
on that date, thereby interpreting the application of the Rule on that 
date while minimizing the possibility of additional operational 
complexity and potential confusion about settlement that could occur if 
the rule were interpreted differently.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f(b).
    \15\ 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. As noted above, the SROs, 
including DTC, have collectively agreed that no securities will be ex-
dividend on September 5, 2017 in order to minimize confusion about 
proper settlement. Accordingly, the proposed rule change interprets the 
application of Rule 11140(b) on September 5, 2017 so that neither 
``normal'' nor ``large'' distributions will be ex-divided on that date.

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 proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \16\ and Rule 19b-4(f)(6) 
thereunder.\17\
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \18\ normally 
does not become operative for 30 days after the date of filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\19\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative upon filing. The Exchange has stated that the 
purpose of the proposed rule change is to minimize confusion about 
proper settlement that may arise during the transition to the T+2 
settlement cycle on September 5, 2017. The Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest to avoid the confusion that could 
arise in connection with the transition to the T+2 settlement cycle on 
September 5, 2017, if normal or large distributions were to be ex-
dividend on that date. Accordingly, the Commission hereby waives the 
30-day operative delay requirement and designates the proposed rule 
change as operative upon filing.\20\
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    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6)(iii).
    \20\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2017-084 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2017-084. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2017-084, and should 
be submitted on or before September 15, 2017.
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    \21\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-17999 Filed 8-24-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                40604                         Federal Register / Vol. 82, No. 164 / Friday, August 25, 2017 / Notices

                                                   6. Pending Projects.                                 Service request, the title of each Postal             Competitive Product List and Notice of
                                                CONTACT PERSON FOR MORE INFORMATION:                    Service request, the request’s acceptance             Filing (Under Seal) of Unredacted
                                                Information on the meeting may be                       date, and the authority cited by the                  Governors’ Decision, Contract, and
                                                obtained from Catherine F. I. Andrade at                Postal Service for each request. For each             Supporting Data; Filing Acceptance
                                                (202) 336–8768, or via email at                         request, the Commission appoints an                   Date: August 18, 2017; Filing Authority:
                                                Catherine.Andrade@opic.gov.                             officer of the Commission to represent                39 U.S.C. 3642 and 39 CFR 3020.30;
                                                                                                        the interests of the general public in the            Public Representative: Christopher C.
                                                  Dated: August 22, 2017.
                                                                                                        proceeding, pursuant to 39 U.S.C. 505                 Mohr; Comments Due: August 28, 2017.
                                                Catherine Andrade,                                      (Public Representative). Section II also                4. Docket No(s).: MC2017–177 and
                                                Corporate Secretary, Overseas Private                   establishes comment deadline(s)                       CP2017–278; Filing Title: Request of the
                                                Investment Corporation.                                 pertaining to each request.                           United States Postal Service to Add
                                                [FR Doc. 2017–18143 Filed 8–23–17; 11:15 am]              The public portions of the Postal                   Priority Mail Express, Priority Mail &
                                                BILLING CODE 3210–01–P                                  Service’s request(s) can be accessed via              First-Class Package Service Contract 22
                                                                                                        the Commission’s Web site (http://                    to Competitive Product List and Notice
                                                                                                        www.prc.gov). Non-public portions of                  of Filing (Under Seal) of Unredacted
                                                POSTAL REGULATORY COMMISSION                            the Postal Service’s request(s), if any,              Governors’ Decision, Contract, and
                                                                                                        can be accessed through compliance                    Supporting Data; Filing Acceptance
                                                [Docket Nos. MC2017–174 and CP2017–275;
                                                                                                        with the requirements of 39 CFR                       Date: August 18, 2017; Filing Authority:
                                                MC2017–175 and CP2017–276; MC2017–176
                                                and CP2017–277; MC2017–177 and CP2017–                  3007.40.                                              39 U.S.C. 3642 and 39 CFR 3020.30;
                                                278]                                                      The Commission invites comments on                  Public Representative: Christopher C.
                                                                                                        whether the Postal Service’s request(s)               Mohr; Comments Due: August 28, 2017.
                                                New Postal Products                                     in the captioned docket(s) are consistent               This notice will be published in the
                                                                                                        with the policies of title 39. For                    Federal Register.
                                                AGENCY:   Postal Regulatory Commission.                 request(s) that the Postal Service states
                                                ACTION:   Notice.                                       concern market dominant product(s),                   Stacy L. Ruble,
                                                                                                        applicable statutory and regulatory                   Secretary.
                                                SUMMARY:   The Commission is noticing a                 requirements include 39 U.S.C. 3622, 39               [FR Doc. 2017–17981 Filed 8–24–17; 8:45 am]
                                                recent Postal Service filing for the                    U.S.C. 3642, 39 CFR part 3010, and 39                 BILLING CODE 7710–FW–P
                                                Commission’s consideration concerning                   CFR part 3020, subpart B. For request(s)
                                                negotiated service agreements. This                     that the Postal Service states concern
                                                notice informs the public of the filing,                competitive product(s), applicable                    SECURITIES AND EXCHANGE
                                                invites public comment, and takes other                 statutory and regulatory requirements                 COMMISSION
                                                administrative steps.                                   include 39 U.S.C. 3632, 39 U.S.C. 3633,
                                                DATES: Comments are due: August 28,                     39 U.S.C. 3642, 39 CFR part 3015, and                 [Release No. 34–81446; File No. SR–
                                                                                                                                                              NASDAQ–2017–084]
                                                2017.                                                   39 CFR part 3020, subpart B. Comment
                                                ADDRESSES:   Submit comments                            deadline(s) for each request appear in                Self-Regulatory Organizations; The
                                                electronically via the Commission’s                     section II.                                           NASDAQ Stock Market LLC; Notice of
                                                Filing Online system at http://                         II. Docketed Proceeding(s)                            Filing and Immediate Effectiveness of
                                                www.prc.gov. Those who cannot submit                                                                          Proposed Rule Change To Address the
                                                                                                           1. Docket No(s).: MC2017–174 and
                                                comments electronically should contact                                                                        Application of Rule 11140 in
                                                                                                        CP2017–275; Filing Title: Request of the
                                                the person identified in the FOR FURTHER                                                                      Connection With the Implementation of
                                                                                                        United States Postal Service to Add
                                                INFORMATION CONTACT section by                                                                                the Shortened Settlement Cycle (T+2)
                                                                                                        Priority Mail & First-Class Package
                                                telephone for advice on filing                                                                                on September 5, 2017
                                                                                                        Service Contract 52 to Competitive
                                                alternatives.
                                                                                                        Product List and Notice of Filing (Under              August 21, 2017.
                                                FOR FURTHER INFORMATION CONTACT:                        Seal) of Unredacted Governors’                           Pursuant to Section 19(b)(1) of the
                                                David A. Trissell, General Counsel, at                  Decision, Contract, and Supporting                    Securities Exchange Act of 1934
                                                202–789–6820.                                           Data; Filing Acceptance Date: August                  (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                SUPPLEMENTARY INFORMATION:                              18, 2017; Filing Authority: 39 U.S.C.                 notice is hereby given that on August
                                                                                                        3642 and 39 CFR 3020.30; Public                       18, 2017, The NASDAQ Stock Market
                                                Table of Contents                                       Representative: Kenneth R. Moeller;                   LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed
                                                I. Introduction                                         Comments Due: August 28, 2017.                        with the Securities and Exchange
                                                II. Docketed Proceeding(s)                                 2. Docket No(s).: MC2017–175 and                   Commission (‘‘SEC’’ or ‘‘Commission’’)
                                                                                                        CP2017–276; Filing Title: Request of the              the proposed rule change as described
                                                I. Introduction
                                                                                                        United States Postal Service to Add                   in Items I and II, below, which Items
                                                   The Commission gives notice that the                 Priority Mail & First-Class Package                   have been prepared by the Exchange.
                                                Postal Service filed request(s) for the                 Service Contract 53 to Competitive                    The Commission is publishing this
                                                Commission to consider matters related                  Product List and Notice of Filing (Under              notice to solicit comments on the
                                                to negotiated service agreement(s). The                 Seal) of Unredacted Governors’                        proposed rule change from interested
                                                request(s) may propose the addition or                  Decision, Contract, and Supporting                    persons.
                                                removal of a negotiated service                         Data; Filing Acceptance Date: August
                                                agreement from the market dominant or                                                                         I. Self-Regulatory Organization’s
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                        18, 2017; Filing Authority: 39 U.S.C.
                                                the competitive product list, or the                    3642 and 39 CFR 3020.30; Public                       Statement of the Terms of Substance of
                                                modification of an existing product                     Representative: Kenneth R. Moeller;                   the Proposed Rule Change
                                                currently appearing on the market                       Comments Due: August 28, 2017.                           The Exchange proposes to address the
                                                dominant or the competitive product                        3. Docket No(s).: MC2017–176 and                   application of Rule 11140 as it relates to
                                                list.                                                   CP2017–277; Filing Title: Request of the
                                                   Section II identifies the docket                     United States Postal Service to Add                     1 15   U.S.C. 78s(b)(1).
                                                number(s) associated with each Postal                   Priority Mail Contract 342 to                           2 17   CFR 240.19b–4.



                                           VerDate Sep<11>2014   17:40 Aug 24, 2017   Jkt 241001   PO 00000   Frm 00067   Fmt 4703   Sfmt 4703   E:\FR\FM\25AUN1.SGM     25AUN1


                                                                              Federal Register / Vol. 82, No. 164 / Friday, August 25, 2017 / Notices                                                       40605

                                                the ex-dividend date in connection with                 and making corresponding changes to                       of the subject security. In this case, the
                                                the implementation of the T+2                           its applicable rules, including Rule                      ex-dividend date is the first business
                                                settlement cycle on September 5, 2017.                  11140(b).7                                                day following the payable date.9
                                                   No change to the text of Rule 11140                     The industry and self-regulatory                         Consistent with the compliance date
                                                is required by this proposal.                           organizations (‘‘SROs’’), including The                   of the amendments to Rule 15c6–1(a),
                                                II. Self-Regulatory Organization’s                      Depository Trust Company (‘‘DTC’’),                       the securities industry has adopted
                                                Statement of the Purpose of, and                        which processes corporate action                          Tuesday, September 5, 2017 as the
                                                Statutory Basis for, the Proposed Rule                  events, have raised concern that the                      implementation date of the T+2
                                                Change                                                  September 5, 2017 industry-wide                           settlement cycle.10 With the
                                                                                                        transition date from T+3 to T+2 will                      implementation of the T+2 settlement
                                                   In its filing with the Commission, the               result in September 7, 2017 being a                       cycle, the ex-dividend date for ‘‘normal’’
                                                Exchange included statements                            ‘‘double’’ settlement date for trades that                distributions pursuant to Rule
                                                concerning the purpose of and basis for                 occur on September 1, 2017 (under T+3                     11140(b)(1) will be the first business day
                                                the proposed rule change and discussed                  and reflecting the Labor Day holiday on                   before the record date.11 Accordingly,
                                                any comments it received on the                         September 4, 2017) and trades that                        Nasdaq proposes to interpret Rule
                                                proposed rule change. The text of these                 occur on September 5, 2017 (under                         11140(b)(1) so that the first record date
                                                statements may be examined at the                       T+2), which generally will result in                      to which this new ex-dividend date
                                                places specified in Item IV below. The                  investors who trade on either date being                  rationale will be applied will be
                                                Exchange has prepared summaries, set                    deemed a record holder of September 7,                    Thursday, September 7, 2017. During
                                                forth in sections A, B, and C below, of                 2017. In order to avoid confusion about                   the implementation of the T+2
                                                the most significant aspects of such                    the proper settlement date and to                         settlement cycle, the ‘‘regular’’ ex-
                                                statements.                                             coordinate with other SROs, Nasdaq and                    dividend dates will be as follows:
                                                A. Self-Regulatory Organization’s                       the other SROs have agreed that no                        Record Date 9/1/2017 Ex date 8/30/2017
                                                Statement of the Purpose of, and the                    securities will be ex-dividend on                         Record Date 9/5/2017 Ex date 8/31/2017
                                                Statutory Basis for, the Proposed Rule                  September 5, 2017.                                        Record Date 9/6/2017 Ex date 9/1/2017
                                                Change                                                     The Exchange is therefore now                          Record Date 9/7/2017 Ex date 9/6/2017 12
                                                                                                        proposing to address the application of
                                                1. Purpose                                                                                                           As described above, the ex-dividend
                                                                                                        Rule 11140(b) as it relates to the ex-
                                                   The Exchange is proposing to address                 dividend date in connection with the                      date for ‘‘large’’ distributions under Rule
                                                the application of Rule 11140                           implementation of the T+2 settlement                      11140(b) is the first business day
                                                (Transactions in Securities ‘‘Ex-                       cycle on September 5, 2017.                               following the payable date. This
                                                Dividend,’’ ‘‘Ex-Rights’’ or ‘‘Ex-                         The ex-dividend date is the date on                    provision was not amended in
                                                Warrants’’) as it relates to the ex-                    which a security is first traded without                  connection with the adoption of the T+2
                                                dividend date in connection with the                    the right to receive a distribution of                    settlement cycle. In order to ensure that
                                                implementation of the trade date plus                   cash, stock or warrants. Rule 11140(b)(1)                 no securities will be ex-dividend on
                                                two business days (T+2) settlement                      establishes the ‘‘ex-dividend date’’ for                  September 5, 2017 for purposes of
                                                cycle on September 5, 2017.                             ‘‘normal’’ distributions of cash, stock or                ‘‘large’’ distributions, Nasdaq similarly
                                                   On September 28, 2016, following a                   warrants. The rule provides that, in                      proposes to interpret Rule 11140(b) so
                                                recommendation by the securities                        respect to cash dividends or                              that, if an issuer sets September 1, 2017
                                                industry, the Commission proposed                       distributions, or stock dividends, and                    as the payment date for a large
                                                amending Exchange Act Rule 15c6–                        the issuance or distribution of warrants,                 distribution, the ex-dividend date
                                                1(a) 3 to shorten the standard settlement               which are less than 25% of the value of                   would be September 6, 2017, not
                                                cycle for most broker-dealer transactions               the subject security, if the definitive                   September 5, 2017.
                                                from trade date plus three business days                information is received sufficiently in                      Nasdaq notes that it previously issued
                                                (T+3) to T+2.4 The rationale for this                   advance of the record date,8 the date                     an Issuer Alert addressing the
                                                proposal was that the shorter settlement                designated as the ‘‘ex-dividend date’’                    application of the T+2 implementation
                                                cycle would reduce the risks that arise                 shall be the second business day                          date on Rule 11140(b).13
                                                from the value and number of unsettled                  preceding the record date if the record
                                                securities transactions prior to the                                                                              2. Statutory Basis
                                                                                                        date falls on a business day, or the third
                                                completion of settlement, including                     business day preceding the record date                      The Exchange believes that its
                                                credit, market, and liquidity risk                      if the record date falls on a day                         proposal is consistent with Section 6(b)
                                                directly faced by U.S. market                           designated by Nasdaq Regulation as a                      of the Act,14 in general, and furthers the
                                                participants.5 The SEC adopted the                      non-delivery date.                                        objectives of Section 6(b)(5) of the Act,15
                                                proposed changes to Rule 15c6–1(a) on                      Rule 11140(b)(2) establishes the ex-
                                                March 22, 2017.6                                        dividend date with respect to ‘‘large’’                     9 The payable date is the date on which a declared

                                                   In connection with the amendments                    distributions, e.g., cash dividends or                    stock dividend is scheduled to be paid.
                                                to Rule 15c6–1(a) and the adoption of                   distributions, stock dividends and/or
                                                                                                                                                                    10 See Securities Exchange Act Release No. 80295

                                                the shortened settlement cycle, Nasdaq                                                                            (March 22, 2017), 82 FR 15564 (March 29, 2017)
                                                                                                        splits, and the distribution of warrants,                 (File No. S7–22–16).
                                                submitted a proposed rule change                        which are 25% or greater of the value                       11 See Securities Exchange Act Release No. 79687
                                                implementing the new settlement cycle                                                                             (December 23, 2016), 81 FR 96545 (December 30,
                                                                                                          7 See Securities Exchange Act Release No. 79687         2016).
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                                                  3 17  CFR 240.15c6–1(a).                                                                                          12 September 4, 2017 is Labor Day and not a
                                                                                                        (December 23, 2016), 81 FR 96545 (December 30,
                                                  4 See  Securities Exchange Act Release No. 78962      2016) (Order approving SR–NASDAQ–2016–183).               business day.
                                                (September 28, 2016), 81 FR 69240 (October 5,             8 The record date is ‘‘the date fixed by the trustee,     13 See Nasdaq Issuer Alert 2017–001 (Changes to

                                                2016) (Amendment to Securities Transaction              registrar, paying agent or issuer for the purpose of      Ex-dividend Procedures Effective September 5,
                                                Settlement Cycle) (File No. S7–22–16).                  determining the holders of equity securities, bonds,      2017 to Accommodate T+2 Settlement), available at
                                                  5 Id.
                                                                                                        similar evidences of indebtedness or unit                 http://nasdaq.cchwallstreet.com/nasdaq/pdf/
                                                  6 See Securities Exchange Act Release No. 80295       investment trust securities entitled to receive           nasdaq-issalerts/2017/2017–001.pdf.
                                                                                                                                                                    14 15 U.S.C. 78f(b).
                                                (March 22, 2017), 82 FR 15564 (March 29, 2017)          dividends, interest or principal payments or any
                                                (File No. S7–22–16).                                    other distributions.’’ See Rule 11120(e).                   15 15 U.S.C. 78f(b)(5).




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                                                40606                         Federal Register / Vol. 82, No. 164 / Friday, August 25, 2017 / Notices

                                                in particular, in that it is designed to                of the Act 16 and Rule 19b–4(f)(6)                        Electronic Comments
                                                promote just and equitable principles of                thereunder.17
                                                trade, to remove impediments to and                        A proposed rule change filed under                       • Use the Commission’s Internet
                                                perfect the mechanism of a free and                     Rule 19b–4(f)(6) 18 normally does not                     comment form (http://www.sec.gov/
                                                open market and a national market                       become operative for 30 days after the                    rules/sro.shtml); or
                                                system, and, in general to protect                      date of filing. However, pursuant to                        • Send an email to rule-comments@
                                                investors and the public interest. In the               Rule 19b–4(f)(6)(iii),19 the Commission                   sec.gov. Please include File Number SR–
                                                interest of minimizing potential                        may designate a shorter time if such                      NASDAQ–2017–084 on the subject line.
                                                                                                        action is consistent with the protection
                                                confusion about proper settlement in
                                                                                                        of investors and the public interest. The                 Paper Comments
                                                connection with the implementation of
                                                                                                        Exchange has asked the Commission to
                                                the T+2 settlement cycle on September                   waive the 30-day operative delay so that                    • Send paper comments in triplicate
                                                5, 2017, the SROs have agreed that no                   the proposal may become operative                         to Secretary, Securities and Exchange
                                                securities will be ex-dividend on                       upon filing. The Exchange has stated                      Commission, 100 F Street NE.,
                                                September 5, 2017. This proposal is                     that the purpose of the proposed rule                     Washington, DC 20549–1090.
                                                consistent with the Act because it                      change is to minimize confusion about                     All submissions should refer to File
                                                interprets the application of Rule                      proper settlement that may arise during                   Number SR–NASDAQ–2017–084. This
                                                11140(b) on September 5, 2017 so that                   the transition to the T+2 settlement
                                                                                                                                                                  file number should be included on the
                                                neither ‘‘normal’’ nor ‘‘large’’                        cycle on September 5, 2017. The
                                                                                                                                                                  subject line if email is used. To help the
                                                distributions will be ex-divided on that                Commission believes that waiving the
                                                                                                        30-day operative delay is consistent                      Commission process and review your
                                                date, thereby interpreting the
                                                                                                        with the protection of investors and the                  comments more efficiently, please use
                                                application of the Rule on that date
                                                                                                        public interest to avoid the confusion                    only one method. The Commission will
                                                while minimizing the possibility of
                                                                                                        that could arise in connection with the                   post all comments on the Commission’s
                                                additional operational complexity and
                                                                                                        transition to the T+2 settlement cycle on                 Internet Web site (http://www.sec.gov/
                                                potential confusion about settlement
                                                                                                        September 5, 2017, if normal or large                     rules/sro.shtml). Copies of the
                                                that could occur if the rule were
                                                                                                        distributions were to be ex-dividend on                   submission, all subsequent
                                                interpreted differently.
                                                                                                        that date. Accordingly, the Commission                    amendments, all written statements
                                                B. Self-Regulatory Organization’s                       hereby waives the 30-day operative                        with respect to the proposed rule
                                                Statement on Burden on Competition                      delay requirement and designates the                      change that are filed with the
                                                                                                        proposed rule change as operative upon                    Commission, and all written
                                                   The Exchange does not believe that                   filing.20                                                 communications relating to the
                                                the proposed rule change will impose                       At any time within 60 days of the                      proposed rule change between the
                                                any burden on competition not                           filing of the proposed rule change, the                   Commission and any person, other than
                                                necessary or appropriate in furtherance                 Commission summarily may                                  those that may be withheld from the
                                                of the purposes of the Act. As noted                    temporarily suspend such rule change if                   public in accordance with the
                                                above, the SROs, including DTC, have                    it appears to the Commission that such                    provisions of 5 U.S.C. 552, will be
                                                collectively agreed that no securities                  action is necessary or appropriate in the
                                                                                                                                                                  available for Web site viewing and
                                                will be ex-dividend on September 5,                     public interest, for the protection of
                                                                                                        investors, or otherwise in furtherance of                 printing in the Commission’s Public
                                                2017 in order to minimize confusion                                                                               Reference Room, 100 F Street NE.,
                                                about proper settlement. Accordingly,                   the purposes of the Act. If the
                                                                                                        Commission takes such action, the                         Washington, DC 20549, on official
                                                the proposed rule change interprets the                                                                           business days between the hours of
                                                application of Rule 11140(b) on                         Commission shall institute proceedings
                                                                                                        to determine whether the proposed rule                    10:00 a.m. and 3:00 p.m. Copies of the
                                                September 5, 2017 so that neither                                                                                 filing also will be available for
                                                                                                        should be approved or disapproved.
                                                ‘‘normal’’ nor ‘‘large’’ distributions will                                                                       inspection and copying at the principal
                                                be ex-divided on that date.                             IV. Solicitation of Comments                              office of the Exchange. All comments
                                                C. Self-Regulatory Organization’s                         Interested persons are invited to                       received will be posted without change;
                                                Statement on Comments on the                            submit written data, views, and                           the Commission does not edit personal
                                                Proposed Rule Change Received From                      arguments concerning the foregoing,                       identifying information from
                                                Members, Participants, or Others                        including whether the proposed rule                       submissions. You should submit only
                                                                                                        change is consistent with the Act.                        information that you wish to make
                                                  No written comments were either                       Comments may be submitted by any of                       available publicly. All submissions
                                                solicited or received.                                  the following methods:                                    should refer to File Number SR–
                                                III. Date of Effectiveness of the                         16 15
                                                                                                                                                                  NASDAQ–2017–084, and should be
                                                                                                                 U.S.C. 78s(b)(3)(A).
                                                Proposed Rule Change and Timing for                       17 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–      submitted on or before September 15,
                                                Commission Action                                       4(f)(6)(iii) requires the Exchange to give the            2017.
                                                                                                        Commission written notice of the Exchange’s intent
                                                                                                        to file the proposed rule change, along with a brief        For the Commission, by the Division of
                                                   Because the proposed rule change                     description and text of the proposed rule change,         Trading and Markets, pursuant to delegated
                                                does not (i) significantly affect the                   at least five business days prior to the date of filing   authority.21
                                                protection of investors or the public                   of the proposed rule change, or such shorter time
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                                                                                                        as designated by the Commission. The Exchange             Robert W. Errett,
                                                interest; (ii) impose any significant
                                                                                                        has satisfied this requirement.                           Deputy Secretary.
                                                burden on competition; and (iii) become                    18 17 CFR 240.19b–4(f)(6).
                                                                                                                                                                  [FR Doc. 2017–17999 Filed 8–24–17; 8:45 am]
                                                operative for 30 days from the date on                     19 17 CFR 240.19b–4(f)(6)(iii).

                                                which it was filed, or such shorter time                   20 For purposes only of waiving the 30-day             BILLING CODE 8011–01–P

                                                as the Commission may designate, the                    operative delay, the Commission has also
                                                                                                        considered the proposed rule’s impact on
                                                proposed rule change has become                         efficiency, competition, and capital formation. See
                                                effective pursuant to Section 19(b)(3)(A)               15 U.S.C. 78c(f).                                           21 17   CFR 200.30–3(a)(12).



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Document Created: 2018-10-24 12:41:11
Document Modified: 2018-10-24 12:41:11
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 Citation82 FR 40604 

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