83_FR_13225 83 FR 13166 - Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 990 Regarding the Requirements for Securities Listed on the Exchange Issued by Nasdaq, Inc. or Its Affiliates

83 FR 13166 - Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 990 Regarding the Requirements for Securities Listed on the Exchange Issued by Nasdaq, Inc. or Its Affiliates

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 59 (March 27, 2018)

Page Range13166-13168
FR Document2018-06107

Federal Register, Volume 83 Issue 59 (Tuesday, March 27, 2018)
[Federal Register Volume 83, Number 59 (Tuesday, March 27, 2018)]
[Notices]
[Pages 13166-13168]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-06107]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82928; File No. SR-Phlx-2018-23]


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Rule 990 
Regarding the Requirements for Securities Listed on the Exchange Issued 
by Nasdaq, Inc. or Its Affiliates

March 22, 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 March 9, 2018, Nasdaq PHLX LLC (``Phlx'' 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 amend Rule 990 regarding the requirements 
for securities listed on the exchange issued by Nasdaq, Inc. 
(``Nasdaq'') or its affiliates.
    The text of the proposed rule change is set forth below. Proposed 
new language is italicized; deleted text is in brackets.
* * * * *

Rule 990. Additional Requirements for Securities Listed on the Exchange 
Issued by Nasdaq or Its Affiliates

    (a) For purposes of this Rule 990, the terms below are defined as 
follows:
    (1) No change.
    (2) ``Affiliate Security'' means any security issued by a Nasdaq 
Affiliate or any Exchange-listed option on any such security, with the 
exception of Trust Shares as defined in Rule 803(i) and Index Fund 
Shares as defined in Rule 803(l).
    (b) Upon initial and throughout continued listing and trading of 
the Affiliate Security on the Exchange, the Exchange shall:
    (1) [file a report quarterly with the Securities and Exchange 
Commission (``Commission'')]provide a quarterly report to the 
Exchange's Regulatory Oversight Committee detailing the Exchange's 
monitoring of:

[[Page 13167]]

    (A)-(B) No change.
    (2) engage an independent accounting firm once a year to review and 
prepare a report on the Affiliate Security to ensure that the Nasdaq 
Affiliate is in compliance with the listing requirements contained in 
the Rule 800 Series and promptly [forward to the Commission]provide 
PHLX's Regulatory Oversight Committee with a copy of the report 
prepared by the independent accounting firm.
    (c) No change.
* * * * *
    (b) Not applicable.
    (c) Not applicable.

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 Exchange proposes to amend Rule 990 (Additional Requirements 
for Securities Listed on the Exchange Issued by Nasdaq or its 
Affiliates) regarding the requirements for the listing of securities 
that are listed on the exchange issued by Nasdaq or its affiliates.
    Rule 990 sets forth certain monitoring requirements that must be 
met throughout the continued listing of securities issued by Nasdaq or 
its affiliates. More specifically, Rule 990 provides that, upon initial 
and throughout continued listing of the Affiliate Security \3\ on the 
Exchange, the Exchange shall:
---------------------------------------------------------------------------

    \3\ Pursuant to Rule 990(a)(2), ``Affiliate Security'' means any 
security issued by a Nasdaq Affiliate, with the exception of Trust 
Shares as defined in Rule 803(i) and Index Fund Shares as defined in 
Rule 803(l), and pursuant to Rule 990(a)(1), ``Nasdaq Affiliate'' 
means Nasdaq, Inc. and any entity that directly or indirectly, 
through one or more intermediaries, controls, is controlled by, or 
is under common control with Nasdaq, Inc., where ``control'' means 
that the one entity possesses, directly or indirectly, voting 
control of the other entity either through ownership of capital 
stock or other equity securities or through majority representation 
on the board of directors or other management body of such entity.
---------------------------------------------------------------------------

     File a report quarterly (``Quarterly Report'') with the 
Commission detailing the Exchange's monitoring of (a) the Nasdaq 
Affiliate's compliance with the listing requirements; and (b) the 
trading of the Affiliate Security; and
     engage an independent accounting firm once a year to 
review and prepare a report on the Affiliate Security to ensure that 
the Nasdaq Affiliate is in compliance with the listing requirements 
(``Annual Report'') and promptly forward to the Commission a copy of 
the report prepared by the independent accounting firm.
    In discussions with the Commission Staff regarding the Exchange's 
Rule 990, it was determined that the Exchange no longer needs to 
provide to the Commission copies of the reports specified in paragraphs 
(b)(1) and (b)(2) thereunder; instead, the Exchange must provide these 
reports to the Exchange's Regulatory Oversight Committee. Accordingly, 
the Exchange proposes to amend Rule 990 to remove the requirement that 
the Quarterly Report be filed with the Commission and that copies of 
the Annual Report be forwarded to the Commission, and to require 
instead that copies of each such report be provided to PHLX's 
Regulatory Oversight Committee. In addition, the Exchange proposes to 
modify the definition of ``Affiliate Security'' in Rule 990(a)(2) to 
include any Exchange-listed option on any such security. Finally, the 
Exchange proposes to modify Rule 990(b) to require that the Exchange 
also follow Rule 990 upon initial and throughout continued trading, not 
just listing, of the ``Affiliate Security'' on the Exchange.
    No other changes would be made to Rule 990, which would continue to 
require that PHLX file a report with the Commission if it determines 
that the Nasdaq Affiliate is not in compliance with the listing 
requirements.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\4\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\5\ in particular, in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, 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.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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, 
because the proposed changes would reduce the paperwork received by the 
Commission and ease the burden of submitting the Quarterly and Annual 
Reports, while continuing to help protect against concerns that the 
Exchange will not effectively enforce its rules with respect to the 
listing and trading of Affiliate Securities. The proposed rule change 
would not change the information available to the Commission. The 
Exchange understands that these reports are subject to Section 17A of 
the Exchange Act \6\ and that it will be required to keep and preserve, 
and to furnish to the Commission upon request, copies of these reports 
in accordance with Rule 17a-1 thereunder.\7\
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    \6\ 15 U.S.C. 78q.
    \7\ 17 CFR 240.17a-1.
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    The Exchange believes that the proposed change adding Exchange-
listed options to the definition of ``Affiliate Security'' in Rule 
990(a)(2) and requiring that the Exchange also follow Rule 990 upon 
initial and throughout continued trading, not just listing, of the 
``Affiliate Security'' on the Exchange, will expand the scope of Rule 
990, which would help eliminate any perception of a potential conflict 
of interest if a Nasdaq Affiliate seeks to list and/or trade an option 
on an Affiliate Security on the Exchange and thus promote just and 
equitable principles of trade, remove impediments to a free and open 
market and protect investors and the public interest by helping protect 
against concerns that the Exchange will not effectively enforce its 
rules with respect to the listing and trading of these securities.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The

[[Page 13168]]

proposed rule change is not intended to address competitive issues but 
rather to reduce the paperwork received by the Commission, ease the 
burden of submitting the Quarterly and Annual Reports, and provide 
greater clarity in the Exchange's rules, without changing the 
information available to the Commission.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
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 \10\ and subparagraph (f)(6) of 
Rule 19b-4 thereunder.\11\
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of such 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 under 
Section 19(b)(2)(B) \12\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-Phlx-2018-23 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-Phlx-2018-23. 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-Phlx-2018-23 and should be submitted on 
or before April 17, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-06107 Filed 3-26-18; 8:45 am]
 BILLING CODE 8011-01-P



                                             13166                          Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices

                                             ensuring that market participants can                   Electronic Comments                                    SECURITIES AND EXCHANGE
                                             more easily navigate, understand and                                                                           COMMISSION
                                             comply with its rules. The Exchange                       • Use the Commission’s internet
                                                                                                     comment form (http://www.sec.gov/                      [Release No. 34–82928; File No. SR–Phlx–
                                             believes that, by ensuring that such                                                                           2018–23]
                                             rules accurately identify the registered                rules/sro.shtml); or
                                             agent and registered office in Delaware,                  • Send an email to rule-comments@                    Self-Regulatory Organizations; Nasdaq
                                             the proposed rule change would reduce                   sec.gov. Please include File Number SR–                PHLX LLC; Notice of Filing and
                                             potential investor or market participant                NYSENAT–2018–04 on the subject line.                   Immediate Effectiveness of Proposed
                                             confusion.                                                                                                     Rule Change To Amend Rule 990
                                                                                                     Paper Comments
                                             B. Self-Regulatory Organization’s                                                                              Regarding the Requirements for
                                             Statement on Burden on Competition                        • Send paper comments in triplicate                  Securities Listed on the Exchange
                                                                                                     to Secretary, Securities and Exchange                  Issued by Nasdaq, Inc. or Its Affiliates
                                                The Exchange does not believe that
                                                                                                     Commission, 100 F Street NE,                           March 22, 2018.
                                             the proposed rule change will impose
                                             any burden on competition that is not                   Washington, DC 20549–1090.                                Pursuant to Section 19(b)(1) of the
                                             necessary or appropriate in furtherance                 All submissions should refer to File                   Securities Exchange Act of 1934
                                             of the purposes of the Exchange Act.                    Number SR–NYSENAT–2018–04. This                        (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                             The proposed rule change is not                         file number should be included on the                  notice is hereby given that on March 9,
                                             designed to address any competitive                     subject line if email is used. To help the             2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
                                             issue but rather is concerned solely with               Commission process and review your                     ‘‘Exchange’’) filed with the Securities
                                             making a technical change updating the                                                                         and Exchange Commission (‘‘SEC’’ or
                                                                                                     comments more efficiently, please use
                                             registered office and registered agent of                                                                      ‘‘Commission’’) the proposed rule
                                                                                                     only one method. The Commission will
                                             the Exchange.                                                                                                  change as described in Items I and II,
                                                                                                     post all comments on the Commission’s                  below, which Items have been prepared
                                             C. Self-Regulatory Organization’s                       internet website (http://www.sec.gov/                  by the Exchange. The Commission is
                                             Statement on Comments on the                            rules/sro.shtml). Copies of the                        publishing this notice to solicit
                                             Proposed Rule Change Received From                      submission, all subsequent                             comments on the proposed rule change
                                             Members, Participants, or Others                        amendments, all written statements                     from interested persons.
                                                                                                     with respect to the proposed rule
                                               No written comments were solicited                                                                           I. Self-Regulatory Organization’s
                                             or received with respect to the proposed                change that are filed with the
                                                                                                     Commission, and all written                            Statement of the Terms of Substance of
                                             rule change.                                                                                                   the Proposed Rule Change
                                                                                                     communications relating to the
                                             III. Date of Effectiveness of the                       proposed rule change between the                          The Exchange proposes to amend
                                             Proposed Rule Change and Timing for                     Commission and any person, other than                  Rule 990 regarding the requirements for
                                             Commission Action                                       those that may be withheld from the                    securities listed on the exchange issued
                                                The proposed rule change has become                  public in accordance with the                          by Nasdaq, Inc. (‘‘Nasdaq’’) or its
                                             effective pursuant to Section 19(b)(3)(A)               provisions of 5 U.S.C. 552, will be                    affiliates.
                                                                                                     available for website viewing and                         The text of the proposed rule change
                                             of the Act 9 and Rule 19b–4(f)(3) 10
                                                                                                     printing in the Commission’s Public                    is set forth below. Proposed new
                                             thereunder in that the proposed rule
                                                                                                                                                            language is italicized; deleted text is in
                                             change is concerned solely with the                     Reference Room, 100 F Street NE,
                                                                                                                                                            brackets.
                                             administration of the Exchange.                         Washington, DC 20549, on official
                                                                                                     business days between the hours of                     *      *     *    *     *
                                                At any time within 60 days of the
                                             filing of the proposed rule change, the                 10:00 a.m. and 3:00 p.m. Copies of the                 Rule 990. Additional Requirements for
                                             Commission summarily may suspend                        filing also will be available for                      Securities Listed on the Exchange
                                             such rule change if it appears to the                   inspection and copying at the principal                Issued by Nasdaq or Its Affiliates
                                             Commission that such action is                          office of the Exchange. All comments                      (a) For purposes of this Rule 990, the
                                             necessary or appropriate in the public                  received will be posted without change.                terms below are defined as follows:
                                             interest, for the protection of investors,              Persons submitting comments are                           (1) No change.
                                             or otherwise in furtherance of the                      cautioned that we do not redact or edit                   (2) ‘‘Affiliate Security’’ means any
                                             purposes of the Act. If the Commission                  personal identifying information from                  security issued by a Nasdaq Affiliate or
                                             takes such action, the Commission shall                 comment submissions. You should                        any Exchange-listed option on any such
                                             institute proceedings under Section                     submit only information that you wish                  security, with the exception of Trust
                                             19(b)(2)(B) 11 of the Act to determine                  to make available publicly. All                        Shares as defined in Rule 803(i) and
                                             whether the proposed rule change                        submissions should refer to File                       Index Fund Shares as defined in Rule
                                             should be approved or disapproved.                      Number SR–NYSENAT–2018–04, and                         803(l).
                                             IV. Solicitation of Comments                            should be submitted on or before April                    (b) Upon initial and throughout
                                                                                                     17, 2018.                                              continued listing and trading of the
                                               Interested persons are invited to                                                                            Affiliate Security on the Exchange, the
                                             submit written data, views, and                           For the Commission, by the Division of               Exchange shall:
                                             arguments concerning the foregoing,                     Trading and Markets, pursuant to delegated                (1) [file a report quarterly with the
                                             including whether the proposed rule                     authority.12                                           Securities and Exchange Commission
amozie on DSK30RV082PROD with NOTICES




                                             change is consistent with the Act.                      Eduardo A. Aleman,                                     (‘‘Commission’’)]provide a quarterly
                                             Comments may be submitted by any of                     Assistant Secretary.                                   report to the Exchange’s Regulatory
                                             the following methods:                                  [FR Doc. 2018–06104 Filed 3–26–18; 8:45 am]
                                                                                                                                                            Oversight Committee detailing the
                                                                                                                                                            Exchange’s monitoring of:
                                               9 15
                                                                                                     BILLING CODE 8011–01–P
                                                    U.S.C. 78s(b)(3)(A).
                                               10 17 CFR 240.19b-4(f)(3).                                                                                     1 15   U.S.C. 78s(b)(1).
                                               11 15 U.S.C. 78s(b)(2)(B).                              12 17   CFR 200.30–3(a)(12).                           2 17   CFR 240.19b–4.



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                                                                              Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices                                             13167

                                                (A)–(B) No change.                                        • File a report quarterly (‘‘Quarterly             and perfect the mechanism of a free and
                                                (2) engage an independent accounting                   Report’’) with the Commission detailing               open market and a national market
                                             firm once a year to review and prepare                    the Exchange’s monitoring of (a) the                  system and, in general, to protect
                                             a report on the Affiliate Security to                     Nasdaq Affiliate’s compliance with the                investors and the public interest.
                                             ensure that the Nasdaq Affiliate is in                    listing requirements; and (b) the trading                The Exchange believes that the
                                             compliance with the listing                               of the Affiliate Security; and                        proposed rule change is designed to
                                             requirements contained in the Rule 800                       • engage an independent accounting                 prevent fraudulent and manipulative
                                             Series and promptly [forward to the                       firm once a year to review and prepare                acts and practices, to foster cooperation
                                             Commission]provide PHLX’s Regulatory                      a report on the Affiliate Security to                 and coordination with persons engaged
                                             Oversight Committee with a copy of the                    ensure that the Nasdaq Affiliate is in                in regulating, clearing, settling,
                                             report prepared by the independent                        compliance with the listing                           processing information with respect to,
                                             accounting firm.                                          requirements (‘‘Annual Report’’) and                  and facilitating transactions in
                                                (c) No change.                                         promptly forward to the Commission a                  securities, remove impediments to, and
                                                                                                       copy of the report prepared by the                    perfect the mechanism of a free and
                                             *      *    *     *     *
                                                                                                       independent accounting firm.                          open market and a national market
                                                (b) Not applicable.
                                                                                                          In discussions with the Commission                 system and, in general, to protect
                                                (c) Not applicable.
                                                                                                       Staff regarding the Exchange’s Rule 990,              investors and the public interest,
                                             II. Self-Regulatory Organization’s                        it was determined that the Exchange no                because the proposed changes would
                                             Statement of the Purpose of, and                          longer needs to provide to the                        reduce the paperwork received by the
                                             Statutory Basis for, the Proposed Rule                    Commission copies of the reports                      Commission and ease the burden of
                                             Change                                                    specified in paragraphs (b)(1) and (b)(2)             submitting the Quarterly and Annual
                                                                                                       thereunder; instead, the Exchange must                Reports, while continuing to help
                                               In its filing with the Commission, the
                                                                                                       provide these reports to the Exchange’s               protect against concerns that the
                                             Exchange included statements
                                                                                                       Regulatory Oversight Committee.                       Exchange will not effectively enforce its
                                             concerning the purpose of and basis for                                                                         rules with respect to the listing and
                                             the proposed rule change and discussed                    Accordingly, the Exchange proposes to
                                                                                                       amend Rule 990 to remove the                          trading of Affiliate Securities. The
                                             any comments it received on the                                                                                 proposed rule change would not change
                                             proposed rule change. The text of these                   requirement that the Quarterly Report
                                                                                                       be filed with the Commission and that                 the information available to the
                                             statements may be examined at the                                                                               Commission. The Exchange understands
                                             places specified in Item IV below. The                    copies of the Annual Report be
                                                                                                       forwarded to the Commission, and to                   that these reports are subject to Section
                                             Exchange has prepared summaries, set                                                                            17A of the Exchange Act 6 and that it
                                             forth in sections A, B, and C below, of                   require instead that copies of each such
                                                                                                       report be provided to PHLX’s Regulatory               will be required to keep and preserve,
                                             the most significant aspects of such                                                                            and to furnish to the Commission upon
                                             statements.                                               Oversight Committee. In addition, the
                                                                                                       Exchange proposes to modify the                       request, copies of these reports in
                                             A. Self-Regulatory Organization’s                         definition of ‘‘Affiliate Security’’ in Rule          accordance with Rule 17a–1
                                             Statement of the Purpose of, and                          990(a)(2) to include any Exchange-listed              thereunder.7
                                             Statutory Basis for, the Proposed Rule                    option on any such security. Finally, the                The Exchange believes that the
                                             Change                                                    Exchange proposes to modify Rule                      proposed change adding Exchange-
                                                                                                       990(b) to require that the Exchange also              listed options to the definition of
                                             1. Purpose                                                                                                      ‘‘Affiliate Security’’ in Rule 990(a)(2)
                                                                                                       follow Rule 990 upon initial and
                                                The Exchange proposes to amend                         throughout continued trading, not just                and requiring that the Exchange also
                                             Rule 990 (Additional Requirements for                     listing, of the ‘‘Affiliate Security’’ on the         follow Rule 990 upon initial and
                                             Securities Listed on the Exchange                         Exchange.                                             throughout continued trading, not just
                                             Issued by Nasdaq or its Affiliates)                          No other changes would be made to                  listing, of the ‘‘Affiliate Security’’ on the
                                             regarding the requirements for the                        Rule 990, which would continue to                     Exchange, will expand the scope of Rule
                                             listing of securities that are listed on the              require that PHLX file a report with the              990, which would help eliminate any
                                             exchange issued by Nasdaq or its                          Commission if it determines that the                  perception of a potential conflict of
                                             affiliates.                                               Nasdaq Affiliate is not in compliance                 interest if a Nasdaq Affiliate seeks to list
                                                Rule 990 sets forth certain monitoring                 with the listing requirements.                        and/or trade an option on an Affiliate
                                             requirements that must be met                                                                                   Security on the Exchange and thus
                                             throughout the continued listing of                       2. Statutory Basis                                    promote just and equitable principles of
                                             securities issued by Nasdaq or its                           The Exchange believes that its                     trade, remove impediments to a free and
                                             affiliates. More specifically, Rule 990                   proposal is consistent with Section 6(b)              open market and protect investors and
                                             provides that, upon initial and                           of the Act,4 in general, and furthers the             the public interest by helping protect
                                             throughout continued listing of the                       objectives of Section 6(b)(5) of the Act,5            against concerns that the Exchange will
                                             Affiliate Security 3 on the Exchange, the                 in particular, in that it is designed to              not effectively enforce its rules with
                                             Exchange shall:                                           prevent fraudulent and manipulative                   respect to the listing and trading of
                                                                                                       acts and practices, to promote just and               these securities.
                                                3 Pursuant to Rule 990(a)(2), ‘‘Affiliate Security’’
                                                                                                       equitable principles of trade, to foster              B. Self-Regulatory Organization’s
                                             means any security issued by a Nasdaq Affiliate,          cooperation and coordination with
                                             with the exception of Trust Shares as defined in                                                                Statement on Burden on Competition
                                             Rule 803(i) and Index Fund Shares as defined in           persons engaged in regulating, clearing,
                                             Rule 803(l), and pursuant to Rule 990(a)(1),              settling, processing information with                   The Exchange does not believe that
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                                             ‘‘Nasdaq Affiliate’’ means Nasdaq, Inc. and any           respect to, and facilitating transactions             the proposed rule change will impose
                                             entity that directly or indirectly, through one or        in securities, to remove impediments to,              any burden on competition not
                                             more intermediaries, controls, is controlled by, or                                                             necessary or appropriate in furtherance
                                             is under common control with Nasdaq, Inc., where
                                             ‘‘control’’ means that the one entity possesses,          representation on the board of directors or other     of the purposes of the Act. The
                                             directly or indirectly, voting control of the other       management body of such entity.
                                                                                                         4 15 U.S.C. 78f(b).                                   6 15   U.S.C. 78q.
                                             entity either through ownership of capital stock or
                                             other equity securities or through majority                 5 15 U.S.C. 78f(b)(5).                                7 17   CFR 240.17a–1.



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                                             13168                           Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices

                                             proposed rule change is not intended to                   Comments may be submitted by any of                    SECURITIES AND EXCHANGE
                                             address competitive issues but rather to                  the following methods:                                 COMMISSION
                                             reduce the paperwork received by the
                                             Commission, ease the burden of                            Electronic Comments                                    [Release No. 34–82919; File No. SR–BX–
                                                                                                                                                              2018–010]
                                             submitting the Quarterly and Annual                         • Use the Commission’s internet
                                             Reports, and provide greater clarity in                   comment form (http://www.sec.gov/                      Self-Regulatory Organizations; Nasdaq
                                             the Exchange’s rules, without changing                    rules/sro.shtml); or                                   BX, Inc.; Notice of Filing and
                                             the information available to the                                                                                 Immediate Effectiveness of Proposed
                                             Commission.                                                 • Send an email to rule-comments@
                                                                                                       sec.gov. Please include File Number SR–                Rule Change To Amend Rule 5701
                                             C. Self-Regulatory Organization’s                         Phlx–2018–23 on the subject line.                      Regarding the Requirements for
                                             Statement on Comments on the                                                                                     Securities Listed on the Exchange
                                             Proposed Rule Change Received From                        Paper Comments                                         Issued by Nasdaq, Inc. or Its Affiliates
                                             Members, Participants, or Others
                                                                                                         • Send paper comments in triplicate                  March 22, 2018.
                                               No written comments were either                         to Secretary, Securities and Exchange                     Pursuant to Section 19(b)(1) of the
                                             solicited or received.                                    Commission, 100 F Street NE,                           Securities Exchange Act of 1934
                                             III. Date of Effectiveness of the                         Washington, DC 20549–1090.                             (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                             Proposed Rule Change and Timing for                                                                              notice is hereby given that on March 9,
                                                                                                       All submissions should refer to File
                                             Commission Action                                                                                                2018, Nasdaq BX, Inc. (‘‘BX’’ or
                                                                                                       Number SR–Phlx–2018–23. This file
                                                                                                                                                              ‘‘Exchange’’) filed with the Securities
                                                The Exchange has filed the proposed                    number should be included on the
                                                                                                                                                              and Exchange Commission (‘‘SEC’’ or
                                             rule change pursuant to Section                           subject line if email is used. To help the
                                                                                                                                                              ‘‘Commission’’) the proposed rule
                                             19(b)(3)(A)(iii) of the Act 8 and Rule                    Commission process and review your
                                                                                                                                                              change as described in Items I and II,
                                             19b–4(f)(6) thereunder.9 Because the                      comments more efficiently, please use
                                                                                                                                                              below, which Items have been prepared
                                             foregoing proposed rule change does                       only one method. The Commission will
                                                                                                                                                              by the Exchange. The Commission is
                                             not: (i) Significantly affect the                         post all comments on the Commission’s
                                                                                                                                                              publishing this notice to solicit
                                             protection of investors or the public                     internet website (http://www.sec.gov/
                                                                                                                                                              comments on the proposed rule change
                                             interest; (ii) impose any significant                     rules/sro.shtml). Copies of the
                                                                                                                                                              from interested persons.
                                             burden on competition; and (iii) become                   submission, all subsequent
                                             operative for 30 days from the date on                    amendments, all written statements                     I. Self-Regulatory Organization’s
                                             which it was filed, or such shorter time                  with respect to the proposed rule                      Statement of the Terms of Substance of
                                             as the Commission may designate, it has                   change that are filed with the                         the Proposed Rule Change
                                             become effective pursuant to Section                      Commission, and all written                               The Exchange proposes to amend
                                             19(b)(3)(A)(iii) of the Act 10 and                        communications relating to the                         Rule 5701 regarding the requirements
                                             subparagraph (f)(6) of Rule 19b–4                         proposed rule change between the                       for securities listed on the exchange
                                             thereunder.11                                             Commission and any person, other than                  issued by Nasdaq, Inc. (‘‘Nasdaq’’) or its
                                                At any time within 60 days of the                      those that may be withheld from the                    affiliates.
                                             filing of such proposed rule change, the                  public in accordance with the                             The text of the proposed rule change
                                             Commission summarily may                                  provisions of 5 U.S.C. 552, will be                    is set forth below. Proposed new
                                             temporarily suspend such rule change if                   available for website viewing and                      language is italicized; deleted text is in
                                             it appears to the Commission that such                    printing in the Commission’s Public                    brackets.
                                             action is necessary or appropriate in the                 Reference Room, 100 F Street NE,
                                             public interest, for the protection of                                                                           *      *     *     *    *
                                                                                                       Washington, DC 20549, on official
                                             investors, or otherwise in furtherance of                 business days between the hours of                     5701. Additional Requirements for
                                             the purposes of the Act. If the                           10:00 a.m. and 3:00 p.m. Copies of the                 Securities Listed on the Exchange
                                             Commission takes such action, the                         filing also will be available for                      Issued by Nasdaq or Its Affiliates
                                             Commission shall institute proceedings                    inspection and copying at the principal                  (a) For purposes of this Rule 5701, the
                                             under Section 19(b)(2)(B) 12 of the Act to                office of the Exchange. All comments                   terms below are defined as follows:
                                             determine whether the proposed rule                       received will be posted without change.                  (1) No change.
                                             change should be approved or                              Persons submitting comments are                          (2) ‘‘Affiliate Security’’ means any
                                             disapproved.                                              cautioned that we do not redact or edit                security issued by a Nasdaq Affiliate or
                                             IV. Solicitation of Comments                              personal identifying information from                  any Exchange-listed option on any such
                                                                                                       comment submissions. You should                        security, with the exception of Portfolio
                                               Interested persons are invited to                       submit only information that you wish                  Depository Receipts as defined in Rule
                                             submit written data, views, and                           to make available publicly. All                        4420(i)(1)(A) and Index Fund Shares as
                                             arguments concerning the foregoing,                       submissions should refer to File                       defined in Rule 4420(j)(1)(A).
                                             including whether the proposed rule                       Number SR–Phlx–2018–23 and should                        (b) Upon initial and throughout
                                             change is consistent with the Act.                        be submitted on or before April 17,                    continued listing and trading of the
                                                                                                       2018.                                                  Affiliate Security on the Exchange, the
                                               8 15  U.S.C. 78s(b)(3)(A)(iii).
                                               9 17  CFR 240.19b–4(f)(6).                                For the Commission, by the Division of               Exchange shall:
                                               10 15 U.S.C. 78s(b)(3)(A)(iii).                         Trading and Markets, pursuant to delegated               (1) [file a report quarterly with the
                                               11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–       authority.13                                           Commission]provide a quarterly report
amozie on DSK30RV082PROD with NOTICES




                                             4(f)(6) requires a self-regulatory organization to give   Eduardo A. Aleman,                                     to the Exchange’s Regulatory Oversight
                                             the Commission written notice of its intent to file                                                              Committee detailing the Exchange’s
                                             the proposed rule change at least five business days      Assistant Secretary.
                                                                                                                                                              monitoring of:
                                             prior to the date of filing of the proposed rule          [FR Doc. 2018–06107 Filed 3–26–18; 8:45 am]
                                             change, or such shorter time as designated by the                                                                  (A)–(B) No change.
                                                                                                       BILLING CODE 8011–01–P
                                             Commission. The Exchange has satisfied this
                                             requirement.                                                                                                       1 15   U.S.C. 78s(b)(1).
                                               12 15 U.S.C. 78s(b)(2)(B).                                13 17   CFR 200.30–3(a)(12).                           2 17   CFR 240.19b–4.



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Document Created: 2018-03-27 01:26:43
Document Modified: 2018-03-27 01:26:43
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 Citation83 FR 13166 

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