82 FR 60429 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 4120 (Limit Up-Limit Down Plan and Trading Halts) To Reduce the Length of the “Display-Only Period” for the Initial Pricing on Nasdaq of a Security That Is the Subject of an Initial Public Offering

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 243 (December 20, 2017)

Page Range		60429-60430
FR Document		2017-27348
Federal Register, Volume 82 Issue 243 (Wednesday, December 20, 2017)
[Federal Register Volume 82, Number 243 (Wednesday, December 20, 2017)]
[Notices]
[Pages 60429-60430]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-27348]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82327; File No. SR-NASDAQ-2017-129]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rule 4120 (Limit Up-Limit Down Plan and Trading Halts) To Reduce 
the Length of the ``Display-Only Period'' for the Initial Pricing on 
Nasdaq of a Security That Is the Subject of an Initial Public Offering

December 14, 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 December 8, 2017, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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 amend Rule 4120 (Limit Up-Limit Down Plan 
and Trading Halts) \3\ to reduce the length of the ``Display-Only 
Period'' for the initial pricing on Nasdaq of a security that is the 
subject of an initial public offering (``IPO'').
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    \3\ References to rules are to Nasdaq rules, unless otherwise 
noted.
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    The text of the proposed rule change is available on the Exchange's 
website 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of this proposal is to amend Rule 4120 (Limit Up-Limit 
Down Plan and Trading Halts) to reduce the length of the Display-Only 
Period for the initial pricing on Nasdaq of a security that is the 
subject of an IPO from 15 minutes to 10 minutes. In all other respects, 
the process for conducting the initial pricing of an IPO security will 
remain unchanged.
    Initial pricing of an IPO security on Nasdaq occurs by means of the 
IPO Halt Cross provided for in Rule 4753. Prior to the IPO Halt Cross, 
trading in the security is halted, pursuant to Rule 4120(a)(7), until 
such time as the conditions in Rule 4120(c)(8) are satisfied and Nasdaq 
releases the security for trading. Market participants may enter orders 
in the security for participation in the IPO Halt Cross beginning at 
4:00 a.m. As the scheduled time for the IPO Halt Cross approaches, the 
security enters a Display-Only Period during which indicative 
information about the potential outcome of the IPO Halt Cross is 
displayed to market participants and during which market participants 
may continue to enter orders.
    After the conclusion of the Display-Only Period, the security 
enters a ``Pre-Launch Period'' of indeterminate duration, during which 
indicative information continues to be disseminated.\4\ The Pre-Launch 
Period ends and the security is released for trading by Nasdaq when the 
conditions described in paragraphs (c)(8)(A)(i), (ii), and (iii) of 
Rule 4120 are all met:
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    \4\ Nasdaq Rule 4753(b)(1).
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     Nasdaq receives notice from the underwriter of the IPO 
that the security is ready to trade. The Nasdaq system then calculates 
the Current Reference Price at that time (the ``Expected Price'') and 
displays it to the underwriter. If the underwriter then approves 
proceeding, the Nasdaq system will conduct two pricing validation 
checks.
     First, the Nasdaq system must determine that all market 
orders will be executed in the IPO Halt Cross; and
     Second, if the actual price calculated by the IPO Halt 
Cross differs from the Expected Price by an amount in excess of a price 
band previously selected by the underwriter, the security will not be 
released for trading and the Pre-Launch Period will continue.

The failure to satisfy these conditions during the process to release 
the security for trading will result in a delay of the release for 
trading of the IPO security, and a continuation of the Pre-Launch 
Period, until all conditions have been satisfied. Market participants 
may continue to enter orders and order cancellations for participation 
in the IPO Halt Cross during the Pre-Launch Period up to the point that 
the IPO Halt Cross auction process commences.
    Based on feedback from underwriters participating in the IPO 
process, Nasdaq is proposing to reduce the time of the Display-Only 
Period from 15 minutes to 10 minutes. As discussed above, market 
participants may begin entering orders in an IPO security at 4:00 a.m., 
while the initial pricing of IPOs occurs no

[[Page 60430]]

earlier than 10 a.m. Thus, market participants have ample opportunity 
to enter order for participation in the IPO Halt Cross. Moreover, the 
IPO Halt Cross does not actually occur until the conditions described 
above, including a decision from the underwriter that the security is 
ready to commence trading, have been satisfied. The underwriter 
generally bases this decision upon a determination that expected 
trading interest with respect to the IPO Halt Cross has been entered 
and that the IPO Halt Cross will occur at a stable price and quantity 
consistent with the underwriter's expectations. In some IPOs, 
particularly smaller ones, this determination can be made relatively 
quickly after the commencement of the Display-Only Period, but Rule 
4120 does not allow the IPO Halt Cross to occur until after the end of 
the 15-minute Display-Only Period. Thus, shortening the Display-Only 
Period to 10 minutes will provide the underwriter with greater 
flexibility to initiate trading more quickly where circumstances 
warrant. On the other hand, since the IPO Halt Cross will not occur 
until all of the conditions provided for by the rule (including 
underwriter approval) are satisfied, the change will not prevent the 
continuation of a longer pre-IPO Halt Cross period if more time is 
needed to allow further order entry and greater price stability.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\5\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\6\ 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 particular, Nasdaq believes that the change will facilitate the 
commencement of orderly trading in securities that are the subject of 
an IPO, by providing the underwriter with greater flexibility to allow 
an earlier commencement of trading in cases, such as smaller IPOs, 
where an extended pre-Cross period is not required to allow order entry 
and the development of price stability. At the same time, the change 
will not constrain the underwriter from requiring a longer pre-Cross 
period in cases where extensive order entry is still occurring or where 
price stability has not yet developed.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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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. In particular, the Exchange 
believes that the change will enhance the competitiveness of its 
process for initial pricing of IPO securities without imposing any 
burdens on the ability of underwriters or other market participants to 
participate in that process.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
\7\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and the 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.
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    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 change 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-2017-129 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-2017-129. 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 website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NASDAQ-2017-129 and should be submitted 
on or before January 10, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-27348 Filed 12-19-17; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 243 / Wednesday, December 20, 2017 / Notices 60429

applicable investment objectives, (‘‘Act’’),1 and Rule 19b–4 thereunder,2 Cross provided for in Rule 4753. Prior
policies and restrictions. notice is hereby given that on December to the IPO Halt Cross, trading in the
2. An investor who purchases Units 8, 2017, The Nasdaq Stock Market LLC security is halted, pursuant to Rule
under the Exchange Option or Rollover (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 4120(a)(7), until such time as the
Option will pay a lower sales charge Securities and Exchange Commission conditions in Rule 4120(c)(8) are
than that which would be paid for the (‘‘Commission’’) the proposed rule satisfied and Nasdaq releases the
Units by a new investor. change as described in Items I and II, security for trading. Market participants
below, which Items have been prepared may enter orders in the security for
3. The prospectus of each Series
by the Exchange. The Commission is participation in the IPO Halt Cross
offering exchanges or rollovers and any
publishing this notice to solicit beginning at 4:00 a.m. As the scheduled
sales literature or advertising that
comments on the proposed rule change time for the IPO Halt Cross approaches,
mentions the existence of the Exchange
from interested persons. the security enters a Display-Only
Option or Rollover Option will disclose
Period during which indicative
that the Exchange Option and the I. Self-Regulatory Organization’s
information about the potential outcome
Rollover Option are subject to Statement of the Terms of Substance of of the IPO Halt Cross is displayed to
modification, termination or suspension the Proposed Rule Change market participants and during which
without notice, except in certain limited The Exchange proposes to amend market participants may continue to
cases. Rule 4120 (Limit Up-Limit Down Plan enter orders.
4. Any DSC imposed on a Series’ and Trading Halts) 3 to reduce the length After the conclusion of the Display-
Units will comply with the of the ‘‘Display-Only Period’’ for the Only Period, the security enters a ‘‘Pre-
requirements of subparagraphs (1), (2) initial pricing on Nasdaq of a security Launch Period’’ of indeterminate
and (3) of rule 6c–10(a) under the Act. that is the subject of an initial public duration, during which indicative
5. Each Series offering Units subject to offering (‘‘IPO’’). information continues to be
a DSC will include in its prospectus the The text of the proposed rule change disseminated.4 The Pre-Launch Period
disclosure required by Form N–1A is available on the Exchange’s website at ends and the security is released for
relating to deferred sales charges http://nasdaq.cchwallstreet.com, at the trading by Nasdaq when the conditions
(modified as appropriate to reflect the principal office of the Exchange, and at described in paragraphs (c)(8)(A)(i), (ii),
differences between UITs and open-end the Commission’s Public Reference and (iii) of Rule 4120 are all met:
management investment companies) Room. • Nasdaq receives notice from the
and a schedule setting forth the number underwriter of the IPO that the security
II. Self-Regulatory Organization’s is ready to trade. The Nasdaq system
and date of each Installment Payment. Statement of the Purpose of, and then calculates the Current Reference
B. Net Worth Requirement Statutory Basis for, the Proposed Rule Price at that time (the ‘‘Expected Price’’)
Change and displays it to the underwriter. If the
Applicants will comply in all respects
with the requirements of rule 14a–3 In its filing with the Commission, the underwriter then approves proceeding,
under the Act, except that the Exchange included statements the Nasdaq system will conduct two
Structured Series will not restrict their concerning the purpose of and basis for pricing validation checks.
portfolio investments to ‘‘eligible trust the proposed rule change and discussed • First, the Nasdaq system must
securities.’’ any comments it received on the determine that all market orders will be
proposed rule change. The text of these executed in the IPO Halt Cross; and
For the Commission, by the Division of statements may be examined at the • Second, if the actual price
Investment Management, under delegated places specified in Item IV below. The calculated by the IPO Halt Cross differs
authority. from the Expected Price by an amount
Exchange has prepared summaries, set
Eduardo A. Aleman, forth in sections A, B, and C below, of in excess of a price band previously
Assistant Secretary. the most significant aspects of such selected by the underwriter, the security
[FR Doc. 2017–27337 Filed 12–19–17; 8:45 am] statements. will not be released for trading and the
BILLING CODE 8011–01–P Pre-Launch Period will continue.
A. Self-Regulatory Organization’s
The failure to satisfy these conditions
Statement of the Purpose of, and during the process to release the
SECURITIES AND EXCHANGE Statutory Basis for, the Proposed Rule security for trading will result in a delay
COMMISSION Change of the release for trading of the IPO
1. Purpose security, and a continuation of the Pre-
[Release No. 34–82327; File No. SR– The purpose of this proposal is to Launch Period, until all conditions have
NASDAQ–2017–129]
amend Rule 4120 (Limit Up-Limit Down been satisfied. Market participants may
Plan and Trading Halts) to reduce the continue to enter orders and order
Self-Regulatory Organizations; The cancellations for participation in the
Nasdaq Stock Market LLC; Notice of length of the Display-Only Period for
the initial pricing on Nasdaq of a IPO Halt Cross during the Pre-Launch
Filing and Immediate Effectiveness of Period up to the point that the IPO Halt
Proposed Rule Change To Amend Rule security that is the subject of an IPO
from 15 minutes to 10 minutes. In all Cross auction process commences.
4120 (Limit Up-Limit Down Plan and Based on feedback from underwriters
Trading Halts) To Reduce the Length other respects, the process for
participating in the IPO process, Nasdaq
of the ‘‘Display-Only Period’’ for the conducting the initial pricing of an IPO
sradovich on DSK3GMQ082PROD with NOTICES

is proposing to reduce the time of the
Initial Pricing on Nasdaq of a Security security will remain unchanged.
Initial pricing of an IPO security on Display-Only Period from 15 minutes to
That Is the Subject of an Initial Public 10 minutes. As discussed above, market
Nasdaq occurs by means of the IPO Halt
Offering participants may begin entering orders
1 15 U.S.C. 78s(b)(1). in an IPO security at 4:00 a.m., while
December 14, 2017.
2 17 CFR 240.19b–4. the initial pricing of IPOs occurs no
Pursuant to Section 19(b)(1) of the 3 References to rules are to Nasdaq rules, unless
Securities Exchange Act of 1934 otherwise noted. 4 Nasdaq Rule 4753(b)(1).

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60430 Federal Register / Vol. 82, No. 243 / Wednesday, December 20, 2017 / Notices

earlier than 10 a.m. Thus, market B. Self-Regulatory Organization’s Electronic Comments
participants have ample opportunity to Statement on Burden on Competition
enter order for participation in the IPO • Use the Commission’s internet
The Exchange does not believe that
Halt Cross. Moreover, the IPO Halt Cross comment form (http://www.sec.gov/
the proposed rule change will impose
does not actually occur until the rules/sro.shtml); or
any burden on competition not
conditions described above, including a necessary or appropriate in furtherance • Send an email to rule-comments@
decision from the underwriter that the of the purposes of the Act. In particular, sec.gov. Please include File Number SR–
security is ready to commence trading, the Exchange believes that the change NASDAQ–2017–129 on the subject line.
have been satisfied. The underwriter will enhance the competitiveness of its
generally bases this decision upon a Paper Comments
process for initial pricing of IPO
determination that expected trading securities without imposing any • Send paper comments in triplicate
interest with respect to the IPO Halt burdens on the ability of underwriters to Secretary, Securities and Exchange
Cross has been entered and that the IPO or other market participants to
Halt Cross will occur at a stable price Commission, 100 F Street NE,
participate in that process. Washington, DC 20549–1090.
and quantity consistent with the
underwriter’s expectations. In some C. Self-Regulatory Organization’s
All submissions should refer to File
IPOs, particularly smaller ones, this Statement on Comments on the
Number SR–NASDAQ–2017–129. This
determination can be made relatively Proposed Rule Change Received From
Members, Participants, or Others file number should be included on the
quickly after the commencement of the subject line if email is used. To help the
Display-Only Period, but Rule 4120 No written comments were either Commission process and review your
does not allow the IPO Halt Cross to solicited or received. comments more efficiently, please use
occur until after the end of the 15- III. Date of Effectiveness of the only one method. The Commission will
minute Display-Only Period. Thus, Proposed Rule Change and Timing for post all comments on the Commission’s
shortening the Display-Only Period to Commission Action internet website (http://www.sec.gov/
10 minutes will provide the underwriter
Because the foregoing proposed rule rules/sro.shtml). Copies of the
with greater flexibility to initiate trading
change does not: (i) Significantly affect submission, all subsequent
more quickly where circumstances
warrant. On the other hand, since the the protection of investors or the public amendments, all written statements
IPO Halt Cross will not occur until all interest; (ii) impose any significant with respect to the proposed rule
of the conditions provided for by the burden on competition; and (iii) become change that are filed with the
rule (including underwriter approval) operative for 30 days from the date on Commission, and all written
are satisfied, the change will not prevent which it was filed, or such shorter time communications relating to the
the continuation of a longer pre-IPO as the Commission may designate, the proposed rule change between the
Halt Cross period if more time is needed proposed rule change has become Commission and any person, other than
to allow further order entry and greater effective pursuant to Section 19(b)(3)(A) those that may be withheld from the
price stability. of the Act 7 and subparagraph (f)(6) of public in accordance with the
Rule 19b–4 thereunder.8 provisions of 5 U.S.C. 552, will be
2. Statutory Basis At any time within 60 days of the available for website viewing and
filing of the proposed rule change, the
The Exchange believes that its printing in the Commission’s Public
Commission summarily may
proposal is consistent with Section 6(b) temporarily suspend such rule change if Reference Room, 100 F Street NE,
of the Act,5 in general, and furthers the it appears to the Commission that such Washington, DC 20549, on official
objectives of Section 6(b)(5) of the Act,6 action is: (i) Necessary or appropriate in business days between the hours of
in particular, in that it is designed to the public interest; (ii) for the protection 10:00 a.m. and 3:00 p.m. Copies of the
promote just and equitable principles of of investors; or (iii) otherwise in filing also will be available for
trade, to remove impediments to and furtherance of the purposes of the Act. inspection and copying at the principal
perfect the mechanism of a free and If the Commission takes such action, the office of the Exchange. All comments
open market and a national market Commission shall institute proceedings received will be posted without change.
system, and, in general to protect to determine whether the proposed rule Persons submitting comments are
investors and the public interest. In change should be approved or cautioned that we do not redact or edit
particular, Nasdaq believes that the disapproved. personal identifying information from
change will facilitate the comment submissions. You should
commencement of orderly trading in IV. Solicitation of Comments
submit only information that you wish
securities that are the subject of an IPO, Interested persons are invited to to make available publicly. All
by providing the underwriter with submit written data, views, and submissions should refer to File
greater flexibility to allow an earlier arguments concerning the foregoing,
Number SR–NASDAQ–2017–129 and
commencement of trading in cases, such including whether the proposed rule
should be submitted on or before
as smaller IPOs, where an extended pre- change is consistent with the Act.
Cross period is not required to allow Comments may be submitted by any of January 10, 2018.
order entry and the development of the following methods: For the Commission, by the Division of
price stability. At the same time, the Trading and Markets, pursuant to delegated
change will not constrain the 7 15 U.S.C. 78s(b)(3)(A)(iii). authority.9
sradovich on DSK3GMQ082PROD with NOTICES

8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
underwriter from requiring a longer pre- Eduardo A. Aleman,
4(f)(6)(iii) requires a self-regulatory organization to
Cross period in cases where extensive give the Commission written notice of its intent to Assistant Secretary.
order entry is still occurring or where file the proposed rule change, along with a brief [FR Doc. 2017–27348 Filed 12–19–17; 8:45 am]
price stability has not yet developed. description and the text of the proposed rule
change, at least five business days prior to the date BILLING CODE 8011–01–P
of filing of the proposed rule change, or such
5 15 U.S.C. 78f(b). shorter time as designated by the Commission. The
6 15 U.S.C. 78f(b)(5). Exchange has satisfied this requirement. 9 17 CFR 200.30–3(a)(12).

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Document Created: 2018-10-25 10:55:34
Document Modified: 2018-10-25 10:55:34
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 60429