83 FR 18600 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Rule 4120 To Correct a Citation
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 82 (April 27, 2018)
Federal Register Volume 83, Issue 82 (April 27, 2018)
| Page Range | 18600-18601 | |
| FR Document | 2018-08849 |
[Federal Register Volume 83, Number 82 (Friday, April 27, 2018)] [Notices] [Pages 18600-18601] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-08849] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83091; File No. SR-NASDAQ-2018-029] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Rule 4120 To Correct a Citation April 23, 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 April 11, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to change Rule 4120 to correct a citation. The text of the proposed rule change is set forth below. Proposed new language is italicized; deleted text is in brackets. * * * * * 4120. Limit Up-Limit Down Plan and Trading Halts (a)-(b) No change. (c) Procedure for Initiating and Terminating a Trading Halt (1)-(8) No change. (9) For purposes of this Rule and Rule 4753, the process for halting and initial pricing of a security that is the subject of an initial public offering shall also be available for the initial pricing of any other security that has not been listed on a national securities exchange or traded in the over-the-counter market pursuant to FINRA Form 211 immediately prior to the initial pricing, provided that a broker-dealer serving in the role of financial advisor to the issuer of the securities being listed is willing to perform the functions under Rule 4120(c)[(7)(B)](8) that are performed by an underwriter with respect to an initial public offering. (10) No change. * * * * * 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 Nasdaq is proposing to correct a rule reference found in Rule 4120. [[Page 18601]] In 2014, Nasdaq amended Rule 4120(c) to modify the parameters for releasing securities for trading upon the termination of a trading halt in a security that is the subject of an initial public offering.\3\ As part of this amendment, Nasdaq modified the functions that are performed by an underwriter under former Rule 4120(c)(7)(B) with respect to an initial public offering and renumbered such rule to Rule 4120(c)(8). However, Nasdaq inadvertently did not update a reference in Rule 4120(c)(9) to former Rule 4120(c)(7)(B) to reflect such renumbering. --------------------------------------------------------------------------- \3\ Securities Exchange Act Release No. 73399 (October 21, 2014), 79 FR 63981 (October 27, 2014) (approving SR-NASDAQ-2014-81). --------------------------------------------------------------------------- Accordingly, Nasdaq proposes to amend the reference in Rule 4120(c)(9) to correctly cite to Rule 4120(c)(8). 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 promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest. The proposed rule change is consistent with these provisions in that it will eliminate confusion about Nasdaq rules by updating an inaccurate cross-reference, without changing the substance of the rules. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78f(b). \5\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change will have no impact on competition as it merely eliminates potential confusion by clarifying the existing rule without changing its substance. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act \6\ and Rule 19b- 4(f)(6) thereunder.\7\ --------------------------------------------------------------------------- \6\ 15 U.S.C. 78s(b)(3)(A). \7\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b- 4(f)(6)(iii), the Exchange provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and the text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. --------------------------------------------------------------------------- A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act \8\ normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) \9\ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. Waiver of the operative delay would allow the Exchange to immediately correct a rule reference and thus eliminate any potential confusion caused by the currently incorrect rule reference. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.\10\ --------------------------------------------------------------------------- \8\ 17 CFR 240.19b-4(f)(6). \9\ 17 CFR 240.19b-4(f)(6)(iii). \10\ For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NASDAQ-2018-029 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2018-029. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASDAQ-2018-029 and should be submitted on or before May 18, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\11\ --------------------------------------------------------------------------- \11\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-08849 Filed 4-26-18; 8:45 am] BILLING CODE 8011-01-P
For all others, one PI or assignee per change as described in Items I and II that are performed by an underwriter with
award completes the questionnaire. below, which Items have been prepared respect to an initial public offering.
Estimated Number of Responses per by the Exchange. The Commission is (10) No change.
Report: One. publishing this notice to solicit * * * * *
Dated: April 23, 2018. comments on the proposed rule change
from interested persons. II. Self-Regulatory Organization’s
Suzanne H. Plimpton,
Statement of the Purpose of, and
Reports Clearance Officer, National Science I. Self-Regulatory Organization’s Statutory Basis for, the Proposed Rule
Foundation. Statement of the Terms of Substance of Change
[FR Doc. 2018–08863 Filed 4–26–18; 8:45 am] the Proposed Rule Change
BILLING CODE 7555–01–P In its filing with the Commission, the
The Exchange proposes to change
Exchange included statements
Rule 4120 to correct a citation.
concerning the purpose of and basis for
The text of the proposed rule change the proposed rule change and discussed
SECURITIES AND EXCHANGE
is set forth below. Proposed new any comments it received on the
COMMISSION
language is italicized; deleted text is in proposed rule change. The text of these
[Release No. 34–83091; File No. SR– brackets. statements may be examined at the
NASDAQ–2018–029]
* * * * * places specified in Item IV below. The
Self-Regulatory Organizations; The Exchange has prepared summaries, set
4120. Limit Up-Limit Down Plan and forth in sections A, B, and C below, of
Nasdaq Stock Market LLC; Notice of Trading Halts
Filing and Immediate Effectiveness of the most significant aspects of such
(a)–(b) No change. statements.
Proposed Rule Change to Rule 4120 To (c) Procedure for Initiating and
Correct a Citation Terminating a Trading Halt A. Self-Regulatory Organization’s
daltland on DSKBBV9HB2PROD with NOTICES
(1)–(8) No change. Statement of the Purpose of, and
April 23, 2018.
(9) For purposes of this Rule and Rule Statutory Basis for, the Proposed Rule
Pursuant to Section 19(b)(1) of the 4753, the process for halting and initial
Securities Exchange Act of 1934 Change
pricing of a security that is the subject of an
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 initial public offering shall also be available 1. Purpose
for the initial pricing of any other security
1 15 U.S.C. 78s(b)(1). that has not been listed on a national Nasdaq is proposing to correct a rule
2 17 CFR 240.19b–4. securities exchange or traded in the over-the- reference found in Rule 4120.
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![Federal Register / Vol. 83, No. 82 / Friday, April 27, 2018 / Notices 18601
In 2014, Nasdaq amended Rule the protection of investors or the public change is consistent with the Act.
4120(c) to modify the parameters for interest; (ii) impose any significant Comments may be submitted by any of
releasing securities for trading upon the burden on competition; and (iii) become the following methods:
termination of a trading halt in a operative for 30 days from the date on
Electronic Comments
security that is the subject of an initial which it was filed, or such shorter time
public offering.3 As part of this as the Commission may designate, it has • Use the Commission’s internet
amendment, Nasdaq modified the become effective pursuant to Section comment form (http://www.sec.gov/
functions that are performed by an 19(b)(3)(A) of the Act 6 and Rule 19b– rules/sro.shtml); or
underwriter under former Rule 4(f)(6) thereunder.7 • Send an email to rule-comments@
4120(c)(7)(B) with respect to an initial A proposed rule change filed sec.gov. Please include File Number SR–
public offering and renumbered such pursuant to Rule 19b–4(f)(6) under the NASDAQ–2018–029 on the subject line.
rule to Rule 4120(c)(8). However, Act 8 normally does not become
Nasdaq inadvertently did not update a operative for 30 days after the date of its Paper Comments
reference in Rule 4120(c)(9) to former filing. However, Rule 19b–4(f)(6)(iii) 9 • Send paper comments in triplicate
Rule 4120(c)(7)(B) to reflect such permits the Commission to designate a to Secretary, Securities and Exchange
renumbering. shorter time if such action is consistent Commission, 100 F Street NE,
Accordingly, Nasdaq proposes to with the protection of investors and the Washington, DC 20549–1090.
amend the reference in Rule 4120(c)(9) public interest. The Exchange has asked
to correctly cite to Rule 4120(c)(8). the Commission to waive the 30-day All submissions should refer to File
operative delay so that the proposal may Number SR–NASDAQ–2018–029. This
2. Statutory Basis file number should be included on the
become operative immediately upon
The Exchange believes that its filing. Waiver of the operative delay subject line if email is used. To help the
proposal is consistent with Section 6(b) Commission process and review your
would allow the Exchange to
of the Act,4 in general, and furthers the comments more efficiently, please use
immediately correct a rule reference and
objectives of Section 6(b)(5) of the Act,5 only one method. The Commission will
thus eliminate any potential confusion
in particular, in that it is designed to post all comments on the Commission’s
caused by the currently incorrect rule
promote just and equitable principles of internet website (http://www.sec.gov/
reference. The Commission believes that
trade, to remove impediments to and rules/sro.shtml). Copies of the
waiver of the 30-day operative delay is
perfect the mechanism of a free and submission, all subsequent
consistent with the protection of
open market and a national market amendments, all written statements
investors and the public interest.
system, and, in general to protect with respect to the proposed rule
Therefore, the Commission hereby
investors and the public interest. The change that are filed with the
waives the 30-day operative delay and
proposed rule change is consistent with Commission, and all written
designates the proposal operative upon
these provisions in that it will eliminate communications relating to the
filing.10
confusion about Nasdaq rules by proposed rule change between the
updating an inaccurate cross-reference, At any time within 60 days of the
filing of the proposed rule change, the Commission and any person, other than
without changing the substance of the those that may be withheld from the
rules. Commission summarily may
temporarily suspend such rule change if public in accordance with the
B. Self-Regulatory Organization’s it appears to the Commission that such provisions of 5 U.S.C. 552, will be
Statement on Burden on Competition action is necessary or appropriate in the available for website viewing and
public interest, for the protection of printing in the Commission’s Public
The Exchange does not believe that Reference Room, 100 F Street NE,
the proposed rule change will impose investors, or otherwise in furtherance of
the purposes of the Act. If the Washington, DC 20549, on official
any burden on competition not business days between the hours of
necessary or appropriate in furtherance Commission takes such action, the
Commission shall institute proceedings 10:00 a.m. and 3:00 p.m. Copies of the
of the purposes of the Act. The filing also will be available for
proposed rule change will have no to determine whether the proposed rule
change should be approved or inspection and copying at the principal
impact on competition as it merely office of the Exchange. All comments
eliminates potential confusion by disapproved.
received will be posted without change.
clarifying the existing rule without IV. Solicitation of Comments Persons submitting comments are
changing its substance. cautioned that we do not redact or edit
Interested persons are invited to
C. Self-Regulatory Organization’s submit written data, views, and personal identifying information from
Statement on Comments on the arguments concerning the foregoing, comment submissions. You should
Proposed Rule Change Received From including whether the proposed rule submit only information that you wish
Members, Participants, or Others to make available publicly. All
6 15 U.S.C. 78s(b)(3)(A). submissions should refer to File
No written comments were either
7 17 CFR 240.19b–4(f)(6). As required under Rule Number SR–NASDAQ–2018–029 and
solicited or received. 19b–4(f)(6)(iii), the Exchange provided the should be submitted on or before May
III. Date of Effectiveness of the Commission with written notice of its intent to file 18, 2018.
the proposed rule change, along with a brief
Proposed Rule Change and Timing for description and the text of the proposed rule For the Commission, by the Division of
Commission Action change, at least five business days prior to the date Trading and Markets, pursuant to delegated
of filing of the proposed rule change, or such
daltland on DSKBBV9HB2PROD with NOTICES
Because the foregoing proposed rule authority.11
shorter time as designated by the Commission.
change does not: (i) Significantly affect 8 17 CFR 240.19b–4(f)(6). Eduardo A. Aleman,
9 17 CFR 240.19b–4(f)(6)(iii). Assistant Secretary.
3 Securities Exchange Act Release No. 73399 10 For purposes only of waiving the 30-day [FR Doc. 2018–08849 Filed 4–26–18; 8:45 am]
(October 21, 2014), 79 FR 63981 (October 27, 2014) operative delay, the Commission has also
(approving SR–NASDAQ–2014–81). BILLING CODE 8011–01–P
considered the proposed rule’s impact on
4 15 U.S.C. 78f(b).
efficiency, competition, and capital formation. See
5 15 U.S.C. 78f(b)(5). 15 U.S.C. 78c(f). 11 17 CFR 200.30–3(a)(12).
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Document Created: 2018-04-27 01:45:40
Document Modified: 2018-04-27 01:45:40
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 83 FR 18600 |
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