83 FR 10528 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate the Nasdaq Options Market LLC Data Feed Offerings
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 47 (March 9, 2018)
Federal Register Volume 83, Issue 47 (March 9, 2018)
| Page Range | 10528-10530 | |
| FR Document | 2018-04789 |
[Federal Register Volume 83, Number 47 (Friday, March 9, 2018)] [Notices] [Pages 10528-10530] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-04789] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82811; File No. SR-NASDAQ-2018-016] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate the Nasdaq Options Market LLC Data Feed Offerings March 6, 2018. 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 February 22, 2018, 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. --------------------------------------------------------------------------- \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 relocate the Nasdaq Options Market LLC (``NOM'') data feed offerings currently located at Chapter VI, Section 1(a)(3) to Chapter VI, Section 19(a) which is currently reserved, and entitle it ``Data Feeds.'' 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 [[Page 10529]] 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 Exchange proposes to relocate the data feeds currently listed in Chapter VI, Section 1(a)(3) to Chapter VI, Section 19(a) which is currently reserved, and entitle it ``Data Feeds.'' The Exchange considers it is appropriate to move these data feed offerings to a separate rule to better organize its Rulebook and facilitate future cross-references. The Exchange notes that the changes proposed in this filing are of a non-substantive nature. Specifically, the Exchange proposes to rename Section 19 as ``Data Feeds'' and add the definitions for Nasdaq ITCH to Trade Options (``ITTO'') \3\ and Best of Nasdaq Options (``BONO'') \4\ which are currently contained at Chapter VI, Section 1(a)(3). The Exchange also proposes to add an ``and'' to the end of Chapter VI, Section 1(a)(2) and a cross reference citation to Chapter 19 at Chapter VI, Section 1(a)(3) to point to the proposed rule for the list of data offerings. --------------------------------------------------------------------------- \3\ The ITTO data feed provides quotation information for individual orders on the NOM book, last sale information for trades executed on NOM, and Order Imbalance Information as set forth in NOM Rules Chapter VI, Section 8. \4\ The BONO data feed provides the NOM Best Bid and Offer and last sale information for trades executed on NOM. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Securities Exchange Act of 1934 (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 for a free and open market and a national market system, and, in general, to protect investors and the public interest, by improving the way its Rulebook is organized, providing ease of reference in locating data feed offerings and providing greater transparency to its rules. As previously stated, the proposed rule relocation is non-substantive and is concerned solely with the administration of the Exchange. --------------------------------------------------------------------------- \5\ 15 U.S.C. 78f(b). \6\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,\7\ the Exchange does not believe that the proposed rule change will impose any burden on intermarket or intra-market competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange's proposal does not impose an undue burden on competition, rather the proposal seeks to improve its Rulebook's clarity and make non- substantive rule changes. --------------------------------------------------------------------------- \7\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- 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 \8\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\9\ --------------------------------------------------------------------------- \8\ 15 U.S.C. 78s(b)(3)(A)(iii). \9\ 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, 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) normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) \10\ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay so that the proposed rule change will become operative on filing. The Exchange stated that the proposed rule change promotes the protection of investors and the public interest by improving the organization and clarity of the Exchange's Rulebook. Waiver of the operative delay would allow the Exchange, without delay, to reorganize its Rulebook in a manner that improves clarity and readability. Therefore, the Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the operative delay and designates the proposed rule change operative upon filing.\11\ --------------------------------------------------------------------------- \10\ 17 CFR 240.19b-4(f)(6)(iii). \11\ For purposes only of waiving the 30-day operative delay, the Commission also has 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 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 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-2018-016 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-2018-016. 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 [[Page 10530]] 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-2018-016, and should be submitted on or before March 30, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-04789 Filed 3-8-18; 8:45 am] BILLING CODE 8011-01-P
![10528 Federal Register / Vol. 83, No. 47 / Friday, March 9, 2018 / Notices
III. Date of Effectiveness of the Commission shall institute proceedings For the Commission, by the Division of
Proposed Rule Change and Timing for to determine whether the proposed rule Trading and Markets, pursuant to delegated
Commission Action change should be approved or authority.12
disapproved. Eduardo A. Aleman,
Because the foregoing proposed rule
change does not (i) significantly affect Assistant Secretary.
IV. Solicitation of Comments
the protection of investors or the public [FR Doc. 2018–04788 Filed 3–8–18; 8:45 am]
interest; (ii) impose any significant Interested persons are invited to BILLING CODE 8011–01–P
burden on competition; and (iii) become submit written data, views, and
operative for 30 days from the date on arguments concerning the foregoing,
which it was filed, or such shorter time including whether the proposed rule SECURITIES AND EXCHANGE
as the Commission may designate, it has change is consistent with the Act. COMMISSION
become effective pursuant to Section Comments may be submitted by any of
[Release No. 34–82811; File No. SR–
19(b)(3)(A)(iii) of the Act 8 and the following methods: NASDAQ–2018–016]
subparagraph (f)(6) of Rule 19b–4 Electronic Comments
thereunder.9 Self-Regulatory Organizations; The
A proposed rule change filed under • Use the Commission’s internet Nasdaq Stock Market LLC; Notice of
Rule 19b–4(f)(6) normally does not comment form (http://www.sec.gov/ Filing and Immediate Effectiveness of
become operative for 30 days after the rules/sro.shtml); or Proposed Rule Change To Relocate
date of its filing. However, Rule 19b– • Send an email to rule-comments@ the Nasdaq Options Market LLC Data
4(f)(6)(iii) 10 permits the Commission to sec.gov. Please include File Number SR– Feed Offerings
designate a shorter time if such action BX–2018–009 on the subject line.
is consistent with the protection of March 6, 2018.
Paper Comments Pursuant to Section 19(b)(1) of the
investors and the public interest. The
Exchange has requested that the • Send paper comments in triplicate Securities Exchange Act of 1934
Commission waive the 30-day operative to Secretary, Securities and Exchange (‘‘Act’’),1 and Rule 19b–4 thereunder,2
delay so that the proposed rule change Commission, 100 F Street NE, notice is hereby given that on February
will become operative on filing. The Washington, DC 20549–1090. 22, 2018, The Nasdaq Stock Market LLC
Exchange stated that the proposed rule All submissions should refer to File (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
change promotes the protection of Number SR–BX–2018–009. This file Securities and Exchange Commission
investors and the public interest by number should be included on the (‘‘Commission’’) the proposed rule
improving the organization and clarity subject line if email is used. To help the change as described in Items I and II
of the Exchange’s Rulebook. Waiver of Commission process and review your below, which Items have been prepared
the operative delay would allow the comments more efficiently, please use by the Exchange. The Commission is
Exchange, without delay, to reorganize only one method. The Commission will publishing this notice to solicit
its Rulebook in a manner that improves post all comments on the Commission’s comments on the proposed rule change
clarity and readability. Therefore, the internet website (http://www.sec.gov/ from interested persons.
Commission believes that waiver of the rules/sro.shtml). Copies of the I. Self-Regulatory Organization’s
30-day operative delay is consistent submission, all subsequent Statement of the Terms of Substance of
with the protection of investors and the amendments, all written statements the Proposed Rule Change
public interest. Accordingly, the with respect to the proposed rule
Commission hereby waives the change that are filed with the The Exchange proposes to relocate the
operative delay and designates the Commission, and all written Nasdaq Options Market LLC (‘‘NOM’’)
proposed rule change operative upon communications relating to the data feed offerings currently located at
filing.11 proposed rule change between the Chapter VI, Section 1(a)(3) to Chapter
At any time within 60 days of the Commission and any person, other than VI, Section 19(a) which is currently
filing of the proposed rule change, the those that may be withheld from the reserved, and entitle it ‘‘Data Feeds.’’
Commission summarily may public in accordance with the The text of the proposed rule change
temporarily suspend such rule change if provisions of 5 U.S.C. 552, will be is available on the Exchange’s website at
it appears to the Commission that such available for website viewing and http://nasdaq.cchwallstreet.com, at the
action is necessary or appropriate in the printing in the Commission’s Public principal office of the Exchange, and at
public interest, for the protection of Reference Room, 100 F Street NE, the Commission’s Public Reference
investors, or otherwise in furtherance of Washington, DC 20549 on official Room.
the purposes of the Act. If the business days between the hours of II. Self-Regulatory Organization’s
Commission takes such action, the 10:00 a.m. and 3:00 p.m. Copies of the Statement of the Purpose of, and
filing also will be available for Statutory Basis for, the Proposed Rule
8 15 U.S.C. 78s(b)(3)(A)(iii). inspection and copying at the principal Change
9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– office of the Exchange. All comments
4(f)(6) requires a self-regulatory organization to give In its filing with the Commission, the
received will be posted without change.
the Commission written notice of its intent to file Exchange included statements
the proposed rule change, along with a brief Persons submitting comments are
concerning the purpose of and basis for
description and text of the proposed rule change, cautioned that we do not redact or edit
at least five business days prior to the date of filing the proposed rule change and discussed
personal identifying information from
of the proposed rule change, or such shorter time any comments it received on the
amozie on DSK30RV082PROD with NOTICES
comment submissions. You should
as designated by the Commission. The Exchange proposed rule change. The text of these
has satisfied this requirement. submit only information that you wish
statements may be examined at the
10 17 CFR 240.19b–4(f)(6)(iii). to make available publicly. All
places specified in Item IV below. The
11 For purposes only of waiving the 30-day submissions should refer to File
operative delay, the Commission also has Number SR–BX–2018–009, and should 12 17 CFR 200.30–3(a)(12).
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
be submitted on or before March 30, 1 15 U.S.C. 78s(b)(1).
15 U.S.C. 78c(f). 2018. 2 17 CFR 240.19b–4.
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![10530 Federal Register / Vol. 83, No. 47 / Friday, March 9, 2018 / Notices
those that may be withheld from the thereunder,2 a proposed rule change to more unidentified companies. Among
public in accordance with the amend the listing requirements for other things, a SPAC must keep 90% of
provisions of 5 U.S.C. 552, will be Special Purpose Acquisition Companies the gross proceeds of its IPO in an
available for website viewing and (‘‘SPACs’’) 3 by reducing the number of escrow account through the date of a
printing in the Commission’s Public round lot holders required for initial business combination.10 The SPAC
Reference Room, 100 F Street NE, listing from 300 to 150 and eliminating must complete one or more business
Washington, DC 20549, on official the continued listing requirement for a combinations, having an aggregate
business days between the hours of minimum number of holders, which is market value of at least 80% of the value
10:00 a.m. and 3:00 p.m. Copies of the also currently 300, that applies until a of the deposit account at the time of the
filing also will be available for SPAC completes one or more business agreement to enter into the initial
inspection and copying at the principal combinations.4 NYSE also proposes to combination, within 36 months of the
office of the Exchange. All comments require that a SPAC maintain at least $5 effectiveness of the IPO registration
received will be posted without change. million in net tangible assets for initial statement.11 Additionally, shareholders
Persons submitting comments are and continued listing. NYSE is who object to a business combination
cautioned that we do not redact or edit proposing to allow companies 30 days have the right to convert their common
personal identifying information from to demonstrate compliance with the stock into a pro rata share of the funds
comment submissions. You should applicable holder requirements of held in escrow.12 Following each
submit only information that you wish Section 102.01A in the Listed business combination the combined
to make available publicly. All Companies Manual (‘‘Manual’’) company must meet the Exchange’s
submissions should refer to File following a business combination.5 requirements for initial listing of an
Number SR–NASDAQ–2018–016, and Finally, the NYSE proposes to eliminate operating company, including the
should be submitted on or before March certain alternative initial listing requirement to maintain a minimum of
30, 2018. distribution criteria for SPACs that list 300 holders.13
For the Commission, by the Division of in connection with a transfer or
B. Description of Proposed Changes to
Trading and Markets, pursuant to delegated quotation.6
The proposed rule change was SPAC Listing Standards
authority.12
Eduardo A. Aleman, published for comment in the Federal The Exchange has proposed to reduce
Assistant Secretary. Register on December 6, 2017.7 On the number of round lot holders
January 18, 2018, the Commission required for SPACs initially listing on
[FR Doc. 2018–04789 Filed 3–8–18; 8:45 am]
extended the time period within which the Exchange from 300 to 150.14 The
BILLING CODE 8011–01–P
to approve the proposed rule change, Exchange also proposed to completely
disapprove the proposed rule change, or eliminate the current continued listing
institute proceedings to determine requirement that there be a minimum of
SECURITIES AND EXCHANGE
whether to approve or disapprove the 300 holders until such time as the SPAC
COMMISSION
proposed rule change, to March 6, completes one or more business
[Release No. 34–82804; File No. SR–NYSE– 2018.8 The Commission received two combinations.15 In support of this
2017–53] comments on the proposal.9 This order proposal, as set forth in more detail in
institutes proceedings under Section the Notice, the Exchange states that
Self-Regulatory Organizations; New SPACs often have difficulty
19(b)(2)(B) of the Act to determine
York Stock Exchange LLC; Order demonstrating compliance with these
whether to approve or disapprove the
Instituting Proceedings To Determine initial and continued listing standards.
proposal.
Whether To Approve or Disapprove a Based on conversations with market
Proposed Rule Change To Amend the II. Description of Proposal participants, NYSE believes this is due
Listed Company Manual for Special to the unique nature of SPACs which
A. Background on SPACs
Purpose Acquisition Companies To limits the number of interested retail
Lower the Initial Holders Requirement A SPAC is a special purpose company
whose business plan is to raise capital investors and encourages owners to
From 300 to 150 Round Lot Holders hold their shares until an acquisition is
and To Eliminate Completely the 300 in an initial public offering (‘‘IPO’’) and,
within a specific period of time, engage announced, which can be as long as
Public Stockholders Continued Listing
Requirement, To Require at Least $5 in a merger or acquisition with one or 10 See Section 102.06 of the Manual.
Million in Net Tangible Assets for Initial 11 Id. Amounts disbursed to management for
2 17 CFR 240.19b–4.
and Continued Listing, and To Impose 3 The
working capital purposes and any deferred
Commission notes that throughout this underwriter fees are excluded when calculating the
a 30-Day Deadline To Demonstrate order we have used the term ‘‘SPAC’’ or ‘‘SPACs.’’ 80% value of the deposit account.
Compliance With Certain Initial Listing These terms have the same meaning as an 12 See Sections 102.06(b) and 102.06(c) of the
Requirements Following a Business ‘‘Acquisition Company’’ or ‘‘AC’’ which is the term Manual. If a shareholder vote is taken however,
Combination used by NYSE in its current rules and the proposed under Section 102.06(b) of the Manual, the right of
rule filing. shareholders voting against a business combination
March 5, 2018. 4 See Section 102.06 of the Listed Company
to redeem their shares for cash may be subject to
Manual, and infra note 11, and accompanying text, a limit established by the SPAC (that can be set no
I. Introduction which describes the requirements for the value of lower than 10% of the shares sold in the IPO).
the business combination(s). 13 See Sections 102.06 and 802.01B(ii) of the
On November 16, 2017, New York 5 Id.
Manual.
Stock Exchange LLC (‘‘NYSE’’ or 6 See Section 102.06 of the Manual. 14 See proposed Section 102.06 of the Manual, in
‘‘Exchange’’) filed with the Securities 7 See Securities Exchange Act Release No. 82180
Exhibit 5 to NYSE–2017–53.
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and Exchange Commission (November 30, 2017), 82 FR 57632 (‘‘Notice’’). 15 See proposed Section 802.01B(ii) of the Manual
(‘‘Commission’’), pursuant to Section 8 See Securities Exchange Act Release No. 82531,
in Exhibit 5 to NYSE–2017–53. Section 802.01B of
19(b)(1) of the Securities Exchange Act (January 19, 2018), 83 FR 3371 (‘‘Extension’’). the Manual currently requires at least 300 public
9 See Letters to Brent J. Fields, Secretary, stockholders for continued listing. ‘‘Public
of 1934 (‘‘Act’’) 1 and Rule 19b–4 Commission, from Michael Kitlas, dated November stockholders’’ are defined to exclude holders that
30, 2017 (‘‘Kitlas Letter’’) and Jeffrey P. Mahoney, are directors, officers, or their immediate families
12 17 CFR 200.30–3(a)(12). General Counsel, Council of Institutional Investors, and holders of other concentrated holdings of 10%
1 15 U.S.C. 78s(b)(1). dated December 20, 2017 (‘‘CII Letter’’). or more. See Section 802.01B(ii) of the Manual.
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Document Created: 2018-03-09 03:48:18
Document Modified: 2018-03-09 03:48:18
| 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 | 83 FR 10528 |
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