83_FR_13227 83 FR 13168 - Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5701 Regarding the Requirements for Securities Listed on the Exchange Issued by Nasdaq, Inc. or Its Affiliates

83 FR 13168 - Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5701 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 Range13168-13170
FR Document2018-06098

Federal Register, Volume 83 Issue 59 (Tuesday, March 27, 2018)
[Federal Register Volume 83, Number 59 (Tuesday, March 27, 2018)]
[Notices]
[Pages 13168-13170]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-06098]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82919; File No. SR-BX-2018-010]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5701 
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 BX, Inc. (``BX'' 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 5701 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.
* * * * *

5701. Additional Requirements for Securities Listed on the Exchange 
Issued by Nasdaq or Its Affiliates

    (a) For purposes of this Rule 5701, 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 Portfolio Depository Receipts as defined in Rule 
4420(i)(1)(A) and Index Fund Shares as defined in Rule 4420(j)(1)(A).
    (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 Commission]provide a 
quarterly report to the Exchange's Regulatory Oversight Committee 
detailing the Exchange's monitoring of:
    (A)-(B) No change.

[[Page 13169]]

    (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 5000, 5100, 5200, 5500 and 5600 Series and promptly [forward 
to the Commission]provide BX'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 5701 (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 5701 sets forth certain monitoring requirements that must be 
met throughout the continued listing of securities issued by Nasdaq or 
its affiliates. More specifically, Rule 5701 provides that, upon 
initial and throughout continued listing of the Affiliate Security \3\ 
on the Exchange, the Exchange shall:
---------------------------------------------------------------------------

    \3\ Pursuant to Rule 5701(a)(2), ``Affiliate Security'' means 
any security issued by a Nasdaq Affiliate, with the exception of 
Portfolio Depository Receipts as defined in Rule 4420(i)(1)(A) and 
Index Fund Shares as defined in Rule 4420(j)(1)(A), and pursuant to 
Rule 5701(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.
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     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 5701, 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 5701 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 BX's Regulatory 
Oversight Committee. In addition, the Exchange proposes to modify the 
definition of ``Affiliate Security'' in Rule 5701(a)(2) to include any 
Exchange-listed option on any such security. Finally, the Exchange 
proposes to modify Rule 5701(b) to require that the Exchange also 
follow Rule 5701 upon initial and throughout continued trading, not 
just listing, of the ``Affiliate Security'' on the Exchange.
    No other changes would be made to Rule 5701, which would continue 
to require that BX 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\
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q.
    \7\ 17 CFR 240.17a-1.
---------------------------------------------------------------------------

    The Exchange believes that the proposed change adding Exchange-
listed options to the definition of ``Affiliate Security'' in Rule 
5701(a)(2) and requiring that the Exchange also follow Rule 5701 upon 
initial and throughout continued trading, not just listing, of the 
``Affiliate Security'' on the Exchange, will expand the scope of Rule 
5701, 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

[[Page 13170]]

of the purposes of the Act. The 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-BX-2018-010 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-BX-2018-010. 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-BX-2018-010 and should be submitted on 
or before April 17, 2018.
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    \13\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-06098 Filed 3-26-18; 8:45 am]
 BILLING CODE 8011-01-P



                                             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.



                                        VerDate Sep<11>2014    18:07 Mar 26, 2018   Jkt 244001   PO 00000   Frm 00050     Fmt 4703   Sfmt 4703   E:\FR\FM\27MRN1.SGM     27MRN1


                                                                             Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices                                                13169

                                                (2) engage an independent accounting                      • File a report quarterly (‘‘Quarterly               in securities, to remove impediments to,
                                             firm once a year to review and prepare                    Report’’) with the Commission detailing                 and perfect the mechanism of a free and
                                             a report on the Affiliate Security to                     the Exchange’s monitoring of (a) the                    open market and a national market
                                             ensure that the Nasdaq Affiliate is in                    Nasdaq Affiliate’s compliance with the                  system and, in general, to protect
                                             compliance with the listing                               listing requirements; and (b) the trading               investors and the public interest.
                                             requirements contained in the Rule                        of the Affiliate Security; and                             The Exchange believes that the
                                             5000, 5100, 5200, 5500 and 5600 Series                       • engage an independent accounting                   proposed rule change is designed to
                                             and promptly [forward to the                              firm once a year to review and prepare                  prevent fraudulent and manipulative
                                             Commission]provide BX’s Regulatory                        a report on the Affiliate Security to                   acts and practices, to foster cooperation
                                             Oversight Committee with a copy of the                    ensure that the Nasdaq Affiliate is in                  and coordination with persons engaged
                                             report prepared by the independent                        compliance with the listing                             in regulating, clearing, settling,
                                             accounting firm.                                          requirements (‘‘Annual Report’’) and                    processing information with respect to,
                                                (c) No change.                                         promptly forward to the Commission a                    and facilitating transactions in
                                             *      *    *     *     *                                 copy of the report prepared by the                      securities, remove impediments to, and
                                                (b) Not applicable.                                    independent accounting firm.                            perfect the mechanism of a free and
                                                (c) Not applicable.                                       In discussions with the Commission                   open market and a national market
                                                                                                       Staff regarding the Exchange’s Rule                     system and, in general, to protect
                                             *      *    *     *     *
                                                                                                       5701, it was determined that the                        investors and the public interest,
                                             II. Self-Regulatory Organization’s                        Exchange no longer needs to provide to                  because the proposed changes would
                                             Statement of the Purpose of, and                          the Commission copies of the reports                    reduce the paperwork received by the
                                             Statutory Basis for, the Proposed Rule                    specified in paragraphs (b)(1) and (b)(2)               Commission and ease the burden of
                                             Change                                                    thereunder; instead, the Exchange must                  submitting the Quarterly and Annual
                                                                                                       provide these reports to the Exchange’s                 Reports, while continuing to help
                                               In its filing with the Commission, the
                                                                                                       Regulatory Oversight Committee.                         protect against concerns that the
                                             Exchange included statements
                                                                                                       Accordingly, the Exchange proposes to                   Exchange will not effectively enforce its
                                             concerning the purpose of and basis for
                                                                                                       amend Rule 5701 to remove the                           rules with respect to the listing and
                                             the proposed rule change and discussed
                                                                                                       requirement that the Quarterly Report                   trading of Affiliate Securities. The
                                             any comments it received on the
                                                                                                       be filed with the Commission and that                   proposed rule change would not change
                                             proposed rule change. The text of these
                                                                                                       copies of the Annual Report be                          the information available to the
                                             statements may be examined at the
                                                                                                       forwarded to the Commission, and to                     Commission. The Exchange understands
                                             places specified in Item IV below. The
                                                                                                       require instead that copies of each such                that these reports are subject to Section
                                             Exchange has prepared summaries, set
                                                                                                       report be provided to BX’s Regulatory                   17A of the Exchange Act 6 and that it
                                             forth in sections A, B, and C below, of
                                                                                                       Oversight Committee. In addition, the                   will be required to keep and preserve,
                                             the most significant aspects of such
                                                                                                       Exchange proposes to modify the                         and to furnish to the Commission upon
                                             statements.
                                                                                                       definition of ‘‘Affiliate Security’’ in Rule            request, copies of these reports in
                                             A. Self-Regulatory Organization’s                         5701(a)(2) to include any Exchange-                     accordance with Rule 17a–1
                                             Statement of the Purpose of, and                          listed option on any such security.                     thereunder.7
                                             Statutory Basis for, the Proposed Rule                    Finally, the Exchange proposes to                          The Exchange believes that the
                                             Change                                                    modify Rule 5701(b) to require that the                 proposed change adding Exchange-
                                                                                                       Exchange also follow Rule 5701 upon                     listed options to the definition of
                                             1. Purpose                                                                                                        ‘‘Affiliate Security’’ in Rule 5701(a)(2)
                                                                                                       initial and throughout continued
                                                The Exchange proposes to amend                                                                                 and requiring that the Exchange also
                                                                                                       trading, not just listing, of the ‘‘Affiliate
                                             Rule 5701 (Additional Requirements for                                                                            follow Rule 5701 upon initial and
                                                                                                       Security’’ on the Exchange.
                                             Securities Listed on the Exchange                                                                                 throughout continued trading, not just
                                                                                                          No other changes would be made to
                                             Issued by Nasdaq or its Affiliates)                                                                               listing, of the ‘‘Affiliate Security’’ on the
                                                                                                       Rule 5701, which would continue to
                                             regarding the requirements for the                                                                                Exchange, will expand the scope of Rule
                                                                                                       require that BX file a report with the
                                             listing of securities that are listed on the                                                                      5701, which would help eliminate any
                                                                                                       Commission if it determines that the
                                             exchange issued by Nasdaq or its                                                                                  perception of a potential conflict of
                                                                                                       Nasdaq Affiliate is not in compliance
                                             affiliates.                                                                                                       interest if a Nasdaq Affiliate seeks to list
                                                                                                       with the listing requirements.
                                                Rule 5701 sets forth certain                                                                                   and/or trade an option on an Affiliate
                                             monitoring requirements that must be                      2. Statutory Basis                                      Security on the Exchange and thus
                                             met throughout the continued listing of                     The Exchange believes that its                        promote just and equitable principles of
                                             securities issued by Nasdaq or its                        proposal is consistent with Section 6(b)                trade, remove impediments to a free and
                                             affiliates. More specifically, Rule 5701                  of the Act,4 in general, and furthers the               open market and protect investors and
                                             provides that, upon initial and                           objectives of Section 6(b)(5) of the Act,5              the public interest by helping protect
                                             throughout continued listing of the                       in particular, in that it is designed to                against concerns that the Exchange will
                                             Affiliate Security 3 on the Exchange, the                 prevent fraudulent and manipulative                     not effectively enforce its rules with
                                             Exchange shall:                                           acts and practices, to promote just and                 respect to the listing and trading of
                                                                                                       equitable principles of trade, to foster                these securities.
                                               3 Pursuant to Rule 5701(a)(2), ‘‘Affiliate Security’’

                                             means any security issued by a Nasdaq Affiliate,          cooperation and coordination with                       B. Self-Regulatory Organization’s
                                             with the exception of Portfolio Depository Receipts       persons engaged in regulating, clearing,                Statement on Burden on Competition
                                             as defined in Rule 4420(i)(1)(A) and Index Fund           settling, processing information with
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                                             Shares as defined in Rule 4420(j)(1)(A), and                                                                        The Exchange does not believe that
                                                                                                       respect to, and facilitating transactions               the proposed rule change will impose
                                             pursuant to Rule 5701(a)(1), ‘‘Nasdaq Affiliate’’
                                             means Nasdaq, Inc. and any entity that directly or                                                                any burden on competition not
                                             indirectly, through one or more intermediaries,           ownership of capital stock or other equity securities
                                             controls, is controlled by, or is under common            or through majority representation on the board of      necessary or appropriate in furtherance
                                             control with Nasdaq, Inc., where ‘‘control’’ means        directors or other management body of such entity.
                                                                                                         4 15 U.S.C. 78f(b).                                    6 15   U.S.C. 78q.
                                             that the one entity possesses, directly or indirectly,
                                             voting control of the other entity either through           5 15 U.S.C. 78f(b)(5).                                 7 17   CFR 240.17a–1.



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                                             13170                           Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices

                                             of the purposes of the Act. The                           change is consistent with the Act.                     SECURITIES AND EXCHANGE
                                             proposed rule change is not intended to                   Comments may be submitted by any of                    COMMISSION
                                             address competitive issues but rather to                  the following methods:
                                             reduce the paperwork received by the                                                                             Proposed Collection; Comment
                                                                                                       Electronic Comments                                    Request
                                             Commission, ease the burden of
                                             submitting the Quarterly and Annual                         • Use the Commission’s internet                      Upon Written Request, Copies Available
                                             Reports, and provide greater clarity in                   comment form (http://www.sec.gov/                       From: U.S. Securities and Exchange
                                             the Exchange’s rules, without changing                    rules/sro.shtml); or                                    Commission, Office of FOIA Services,
                                             the information available to the                            • Send an email to rule-comments@                     100 F Street NE, Washington, DC
                                             Commission.                                               sec.gov. Please include File Number SR–                 20549–2736
                                             C. Self-Regulatory Organization’s                         BX–2018–010 on the subject line.                       Extension:
                                             Statement on Comments on the                              Paper Comments                                           Rule 10A–1, SEC File No. 270–425, OMB
                                             Proposed Rule Change Received From                                                                                   Control No. 3235–0468
                                             Members, Participants, or Others                             • Send paper comments in triplicate
                                                                                                                                                                 Notice is hereby given that, pursuant
                                               No written comments were either                         to Secretary, Securities and Exchange                  to the Paperwork Reduction Act of 1995
                                             solicited or received.                                    Commission, 100 F Street NE,                           (44 U.S.C. 3501 et seq.), the Securities
                                                                                                       Washington, DC 20549–1090.                             and Exchange Commission
                                             III. Date of Effectiveness of the                         All submissions should refer to File                   (‘‘Commission’’) is soliciting comments
                                             Proposed Rule Change and Timing for
                                                                                                       Number SR–BX–2018–010. This file                       on the collection of information
                                             Commission Action
                                                                                                       number should be included on the                       summarized below. The Commission
                                                The Exchange has filed the proposed                    subject line if email is used. To help the             plans to submit this existing collection
                                             rule change pursuant to Section                           Commission process and review your                     of information to the Office of
                                             19(b)(3)(A)(iii) of the Act 8 and Rule                    comments more efficiently, please use                  Management and Budget for extension
                                             19b–4(f)(6) thereunder.9 Because the                      only one method. The Commission will                   and approval.
                                             foregoing proposed rule change does                       post all comments on the Commission’s                     Rule 10A–1 (17 CFR 240.10A–1)
                                             not: (i) Significantly affect the                         internet website (http://www.sec.gov/                  implements the reporting requirements
                                             protection of investors or the public                     rules/sro.shtml). Copies of the                        in Section 10A of the Exchange Act (15
                                             interest; (ii) impose any significant                     submission, all subsequent                             U.S.C. 78j–1) which was enacted by
                                             burden on competition; and (iii) become                   amendments, all written statements                     Congress on December 22, 1995 as part
                                             operative for 30 days from the date on                    with respect to the proposed rule                      of the Private Securities Litigation
                                             which it was filed, or such shorter time                  change that are filed with the                         Reform Act of 1995, Public Law 104–67,
                                             as the Commission may designate, it has                   Commission, and all written                            109 Stat 737. Under section 10A and
                                             become effective pursuant to Section                      communications relating to the                         Rule 10A–1 reporting occurs only if a
                                             19(b)(3)(A)(iii) of the Act 10 and                        proposed rule change between the                       registrant’s board of directors receives a
                                             subparagraph (f)(6) of Rule 19b–4                         Commission and any person, other than                  report from its auditor that (1) there is
                                             thereunder.11                                             those that may be withheld from the                    an illegal act material to the registrant’s
                                                At any time within 60 days of the                      public in accordance with the                          financial statements, (2) senior
                                             filing of such proposed rule change, the                  provisions of 5 U.S.C. 552, will be                    management and the board have not
                                             Commission summarily may                                  available for website viewing and                      taken timely and appropriate remedial
                                             temporarily suspend such rule change if                   printing in the Commission’s Public                    action, and (3) the failure to take such
                                             it appears to the Commission that such                    Reference Room, 100 F Street NE,                       action is reasonably expected to warrant
                                             action is necessary or appropriate in the                 Washington, DC 20549, on official                      the auditor’s modification of the audit
                                             public interest, for the protection of                    business days between the hours of                     report or resignation from the audit
                                             investors, or otherwise in furtherance of                 10:00 a.m. and 3:00 p.m. Copies of the                 engagement. The board of directors
                                             the purposes of the Act. If the                           filing also will be available for                      must notify the Commission within one
                                             Commission takes such action, the                         inspection and copying at the principal                business day of receiving such a report.
                                             Commission shall institute proceedings                    office of the Exchange. All comments                   If the board fails to provide that notice,
                                             under Section 19(b)(2)(B) 12 of the Act to                received will be posted without change.                then the auditor, within the next
                                             determine whether the proposed rule                       Persons submitting comments are                        business day, must provide the
                                             change should be approved or                              cautioned that we do not redact or edit                Commission with a copy of the report
                                             disapproved.                                              personal identifying information from                  that it gave to the board.
                                             IV. Solicitation of Comments                              comment submissions. You should                           Likely respondents are those
                                                                                                       submit only information that you wish                  registrants filing audited financial
                                               Interested persons are invited to                                                                              statements under the Securities
                                                                                                       to make available publicly. All
                                             submit written data, views, and                                                                                  Exchange Act of 1934 (15 U.S.C. 78a, et
                                                                                                       submissions should refer to File
                                             arguments concerning the foregoing,                                                                              seq.) and the Investment Company Act
                                                                                                       Number SR–BX–2018–010 and should
                                             including whether the proposed rule                                                                              of 1940 (15 U.S.C. 80a–1, et seq.).
                                                                                                       be submitted on or before April 17,
                                                                                                       2018.                                                     It is estimated that Rule 10A–1 results
                                               8 15  U.S.C. 78s(b)(3)(A)(iii).                                                                                in an aggregate additional reporting
                                               9 17  CFR 240.19b–4(f)(6).                                For the Commission, by the Division of               burden of 5 hours per year. The
                                               10 15 U.S.C. 78s(b)(3)(A)(iii).                         Trading and Markets, pursuant to delegated
                                               11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–       authority.13
                                                                                                                                                              estimated average burden hours are
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                                             4(f)(6) requires a self-regulatory organization to give                                                          solely for purposes of the Paperwork
                                                                                                       Eduardo A. Aleman,
                                             the Commission written notice of its intent to file                                                              Reduction Act and are not derived from
                                             the proposed rule change at least five business days      Assistant Secretary.                                   a comprehensive or even a
                                             prior to the date of filing of the proposed rule          [FR Doc. 2018–06098 Filed 3–26–18; 8:45 am]
                                             change, or such shorter time as designated by the
                                                                                                                                                              representative survey or study of the
                                             Commission. The Exchange has satisfied this
                                                                                                       BILLING CODE 8011–01–P                                 costs of SEC rules or forms.
                                             requirement.                                                                                                        Written comments are invited on: (a)
                                               12 15 U.S.C. 78s(b)(2)(B).                                13 17   CFR 200.30–3(a)(12).                         Whether the proposed collection of


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Document Created: 2018-03-27 01:26:38
Document Modified: 2018-03-27 01:26:38
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 13168 

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