83_FR_27754 83 FR 27640 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Listing Standard for Paired Share Units

83 FR 27640 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Listing Standard for Paired Share Units

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 114 (June 13, 2018)

Page Range27640-27643
FR Document2018-12649

Federal Register, Volume 83 Issue 114 (Wednesday, June 13, 2018)
[Federal Register Volume 83, Number 114 (Wednesday, June 13, 2018)]
[Notices]
[Pages 27640-27643]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-12649]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83395; File No. SR-NASDAQ-2018-041]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt Listing Standard for Paired Share Units

June 7, 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 May 30, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt a listing standard for Paired Share 
Units.
    The text of the proposed rule change is set forth below. Proposed 
new language is italicized; deleted text is in brackets.
* * * * *

The Nasdaq Stock Market Rules

* * * * *

5225. Listing Requirements for Units (other than Paired Share Units)

    No change.

5226. Paired Share Units

    A ``Paired Share Unit'' is a security consisting of a share of the 
common stock of a Company (the ``Parent'') and a share of the common 
stock of that Company's controlled subsidiary, which: (1) are attached 
together; and (2) only can be traded together as a unit pursuant to a 
pairing agreement. Instead of the requirements in Rule 5225 (except as 
indicated below), a Paired Share Unit can list on the Nasdaq Global or 
Global Select Markets if it meets the following requirements:
    (a) For initial and continued listing, the controlled subsidiary 
must be a real estate investment trust (the ``REIT'') and the Parent 
must maintain ownership control, including voting control, over the 
REIT.
    (b) For initial listing, the Parent and the REIT must each 
separately satisfy the entity-level requirements of Rule 5315(f)(3) or 
Rule 5405(b) (e.g., the stockholders' equity, income, market 
capitalization, assets, revenue and operating history requirements), as 
applicable, and the Paired Share Unit must satisfy the security-level 
requirements of Rule 5315 or Rule 5405 (e.g., the price, publicly held 
shares, holder, market value of publicly held shares and market maker 
requirements), as applicable.
    (c) For continued listing, the Parent and the REIT must each 
separately satisfy the applicable entity-level requirements of Rule 
5450(b) and the Paired Share Unit must satisfy the applicable security-
level requirements of Rules 5450(a) and 5450(b).
    (d) For initial and continued listing, the Parent and the REIT must 
each separately satisfy all other requirements of the listing rules 
applicable to a Company listing its primary equity security, including, 
without limitation, the corporate governance requirements in the Rule 
5600 Series.
    (e) For initial and continued listing, the common stock of the 
Parent, the common stock of the REIT and the Paired Share Unit must 
each be registered pursuant to Section 12(b) of the Act.
    (f) For initial and continued listing, the common stock of the 
Parent and the common stock of the REIT, as attached and traded 
together in the Paired Share Unit, must be the only securities of each 
of the Parent and the REIT available to public investors.
    (g) The provisions of Rules 5225(a)(2) and 5225(a)(3) are 
applicable to Paired Share Units.

[[Page 27641]]

    (h) In the event the common stock of the REIT becomes separately 
tradable from the common stock of the Parent, Nasdaq will immediately 
issue a Staff Delisting Determination for the Paired Share Unit 
pursuant to Listing Rule 5810(c)(1), and each of the Parent and the 
REIT must apply, and each of the Parent and the REIT, and their 
respective securities, must separately qualify for initial listing to 
remain listed on Nasdaq.
* * * * *

5810. Notification of Deficiency by the Listing Qualifications 
Department

    When the Listing Qualifications Department determines that a 
Company does not meet a listing standard set forth in the Rule 5000 
Series, it will immediately notify the Company of the deficiency. As 
explained in more detail below, deficiency notifications are of four 
types:
    (1)-(4) No change.
    Notifications of deficiencies that allow for submission of a 
compliance plan or an automatic cure or compliance period may result, 
after review of the compliance plan or expiration of the cure or 
compliance period, in issuance of a Staff Delisting Determination or a 
Public Reprimand Letter.
    (a)-(b) No change.

(c) Types of Deficiencies and Notifications

    The type of deficiency at issue determines whether the Company will 
be immediately suspended and delisted, or whether it may submit a 
compliance plan for review or is entitled to an automatic cure or 
compliance period before a Staff Delisting Determination is issued. In 
the case of a deficiency not specified below, Staff will issue the 
Company a Staff Delisting Determination or a Public Reprimand Letter.

(1) Deficiencies That Immediately Result in a Staff Delisting 
Determination

    Staff's notice will inform the Company that its securities are 
immediately subject to suspension and delisting when:
     A Company fails to timely solicit proxies;
     an Equity Investment Tracking Stock fails to comply with 
the additional continued listing requirements in Rule 5222(c) or a 
Staff Delisting Determination has been issued with respect to the 
security such Equity Investment Tracking Stock tracks;
     the common stock of the REIT in a Paired Share 
Unit listed under Rule 5226 becomes separately tradable from the common 
stock of the Parent; or
     Staff has determined, under its discretionary authority in 
the Rule 5100 Series, that the Company's continued listing raises a 
public interest concern.
    (2)-(4) No change.
    (d) 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq Listing Rule 5225 provides the requirements to list units on 
the Nasdaq Stock Market. Listing Rule 5225(a)(1)(C) provides that all 
components of a unit listed on the Nasdaq Global or Global Select 
Market must be issued by the same issuer.
    Nasdaq notes that in limited circumstances the securities of a 
company and its controlled subsidiary are attached and only can be 
traded together as a ``Paired Share.'' Nasdaq proposes to adopt new 
Listing Rule 5226 to allow the listing of this specific type of unit, 
called a Paired Share Unit, on the Nasdaq Global or Global Select 
Markets \3\ under limited circumstances, even though one component of 
the unit is issued by a controlled subsidiary of the issuer of the 
other security in the unit and they are, therefore, not technically 
issued by the same issuer.
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    \3\ A Paired Share Unit would not be eligible to list on the 
Nasdaq Capital Market.
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    Under the proposed rule, a Paired Share Unit, consisting of a share 
of the common stock of a company (the ``Parent'') and a share of the 
common stock of that company's controlled subsidiary, which are 
attached together and can only be traded together as a unit pursuant to 
a pairing agreement, can be listed on the Nasdaq Global or Global 
Select Market provided it meets the following requirements.
    First, the controlled subsidiary must be a real estate investment 
trust (the ``REIT'') and the Parent must maintain ownership control, 
including voting control, over the REIT. Ownership control will be 
determined based on an analysis of the facts and circumstances 
surrounding the relationship between the Parent and the REIT, but will 
require that the Parent control at least a majority (i.e., over 50%) of 
the voting power of the REIT. In addition, the common stock of the 
Parent and the common stock of the REIT, as attached and traded 
together in the Paired Share Unit, must be the only security of each of 
the Parent and the REIT available to public investors, and the common 
stock of the Parent and the REIT must not trade separately. Thus, an 
investment in the Paired Share Unit represents an investment in the 
combined company and the only way for a public shareholder to invest in 
either company.
    For initial listing, the Parent and the REIT must each separately 
satisfy the entity-level requirements of Rule 5315(f)(3) or Rule 
5405(b), as applicable, and the Paired Share Unit must satisfy the 
security-level requirements of Rule 5315 or Rule 5405, as 
applicable.\4\ For continued listing, the Parent and the REIT must each 
separately satisfy the entity-level requirements of Rule 5450(b), and 
the Paired Share Unit must satisfy the security-level requirements of 
Rules 5450(a) and (b). For these purposes the entity-level requirements 
include the stockholders' equity, income, market capitalization, asset, 
revenue and operating history requirements, and the security-level 
requirements include the price, publicly held shares, holder, market 
value of publicly held shares and market maker requirements. While the 
Parent and the REIT may satisfy different entity-level listing 
standards, in such a case the Paired Share Unit must satisfy the higher 
security-level requirements of those different standards.\5\ In 
addition, for both initial and continued listing, the Parent and the 
REIT must each separately satisfy all other requirements of the listing 
rules applicable to a Company listing its primary equity security, 
including, without limitation,

[[Page 27642]]

the corporate governance requirements in the Rule 5600 Series.
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    \4\ The provisions of Rule 5315(b), (c) and (d) would not apply 
because neither the Parent nor the REIT would be a closed end 
management investment company or a business development company.
    \5\ For example, if the Parent only satisfies the entity-level 
requirements of the income standard in Rule 5405(b)(1) and the REIT 
only satisfies the entity-level requirements of the market value 
standard in Rule 5405(b)(3), the Paired Share Unit must satisfy the 
higher market value of publicly held shares and market maker 
requirements in Rule 5405(b)(3).
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    While proposed Rule 5226 is a new rule for listing a specific type 
of unit on the Nasdaq Global or Global Select Markets, the provisions 
of Rule 5225(a)(2), which provides the minimum listing period and 
notice of withdrawal requirements for units, and Rule 5225(a)(3), which 
provides disclosure requirements for units, are applicable to Paired 
Share Units. The other provisions of Rule 5225(a) are either separately 
incorporated in the requirements for a Paired Share Unit or are not 
applicable. Specifically, the first sentence of Rule 5225(a)(1)(A), 
which requires all units to have at least one equity component, is 
incorporated in the definition of a Paired Share Unit because a Paired 
Share Unit must contain the common stock of the Parent and the REIT. 
Rule 5225(a)(1)(B) is not applicable because a Paired Share Unit does 
not contain debt components. As described above, the first sentence of 
Rule 5225(a)(1)(C) is not applicable because the Paired Share Unit is a 
special type of unit, which contains the common stock of a company and 
its controlled subsidiary. The remainder of the requirements in Rules 
5225(a)(1)(A) and (C) are addressed by the requirements of proposed 
Rules 5226(b), (c) and (d) that for initial and continued listing, 
respectively, the Parent and the REIT must each separately satisfy the 
entity-level requirements and all other requirements applicable to a 
company listing its primary equity security, and that the Paired Share 
Unit must satisfy the security-level requirements for listing on the 
Nasdaq Global or Global Select Market.
    Rule 5225(a)(4), which imposes market maker requirements for units, 
is incorporated in the requirement that the Paired Share Unit must 
satisfy the highest applicable market maker requirement under the 
listing standard that each the Parent and the REIT qualify. The minimum 
market maker requirements under any of those standards are at least as 
high as in Rule 5225(a)(4): Three market makers for initial listing and 
two market makers for continued listing.
    For initial and continued listing, the common stock of the Parent, 
the common stock of the REIT and the Paired Share Unit must each be 
registered pursuant to Section 12(b) of the Act. Finally, in the event 
the common stock of the REIT becomes separately tradable from the 
common stock of the Parent, Nasdaq will immediately issue a Staff 
Delisting Determination for the Paired Share Unit. Nasdaq proposes to 
modify Rule 5810(c)(1) to include this situation in the list of 
deficiencies where a company's securities are immediately subject to 
suspension and delisting. Each of the Parent and the REIT must apply, 
and each of the Parent and the REIT, and their respective securities, 
must separately qualify for initial listing to remain listed on Nasdaq.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\6\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\7\ 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, 
by allowing a unit to list on the Nasdaq Global or Global Select 
Markets where it includes the securities of a company and a REIT that 
is that company's controlled subsidiary if those entities each 
separately satisfy the entity-level listing requirements, the combined 
security satisfies the security-specific listing requirements, and the 
securities do not trade separately.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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    In these situations, the security to be listed is substantially 
similar to a traditional unit in that one of the companies maintains 
ownership and voting control of the other, and the proposed rule would 
adopt additional protections ensuring that both entities and the 
combined security have achieved sufficient size and market interest for 
listing on Nasdaq to be appropriate. Under the proposed rule, each 
company with securities in the Paired Share Unit must satisfy all 
listing requirements applicable to a company listing its primary equity 
security on the Nasdaq Global or Global Select Markets and the security 
itself must satisfy all applicable requirements for listing as a 
primary equity security. In addition, the common stock of the Parent, 
the common stock of the REIT and the Paired Share Unit must each be 
registered pursuant to Section 12(b) of the Act. Accordingly, the 
proposed rule change continues to impose Nasdaq's existing listing 
requirements, which are designed protect investors and the public 
interest. Further, the additional requirements proposed will supplement 
those existing requirements with investor protections designed to 
ensure that one company controls the other in the combined security. In 
the event the common stock of the REIT becomes separately tradable from 
the common stock of the Parent, Nasdaq would immediately issue a Staff 
Delisting Determination for the Paired Share Unit, which would be 
subject to suspension and delisting. Each of the Parent and the REIT 
must apply, and each of the Parent and the REIT, and their respective 
securities, must separately qualify for initial listing to remain 
listed on Nasdaq. Thus, adopting the proposed rule to address this 
unique situation with appropriate investor protections will eliminate 
the impediment to listing such a unit on the Nasdaq Global and Global 
Select Markets.

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. Nasdaq believes that the New 
York Stock Exchange currently lists securities similar to the Paired 
Share Unit described in the proposed rule change. Further, other 
markets could adopt comparable rules to the extent they believe it 
appropriate.

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) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ Because 
the 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 and Rule 19b-4(f)(6) thereunder.\10\
    A proposed rule change filed under Rule 19b-4(f)(6) \11\ normally 
does not become operative for 30 days after the

[[Page 27643]]

date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the 
Commission may designate a shorter time if such action is consistent 
with the protection of investors and the public interest. In its filing 
with the Commission, Nasdaq has asked the Commission to waive the 30-
day operative delay so that the proposal may become operative 
immediately upon filing to allow Nasdaq to immediately list units 
issued by a company and its controlled subsidiary and compete with 
other exchanges for such listing. As noted above, Nasdaq states that 
the proposed rule will continue to impose all of the existing listing 
requirements applicable to units, supplemented by additional 
requirements and investor protections designed to address this specific 
type of unit.
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file the proposed rule change 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.
    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission believes that waiver of the 30-day operative delay 
is consistent with the protection of investors and the public interest 
because the Paired Share Units for which Nasdaq proposes to adopt 
initial and continued listing requirements are substantially similar to 
the traditional units that may be listed pursuant to Nasdaq Rule 5225 
and the additional requirements in the proposal address the specific 
characteristics of Paired Share Units and how Nasdaq's existing listing 
rules will be applied. The Commission notes that a Paired Share Unit 
would consist of a share of common stock of a Company and a share of 
the common stock of a REIT that is that Company's controlled 
subsidiary, which are attached and only can be traded together. The 
proposed listing requirements would be substantially similar to 
existing listing requirements for units, but with clarification about 
how certain aspects will apply to a Paired Share Unit and its 
components and additional requirements designed to address issues 
relating to this specific type of unit. Therefore, the Commission 
designates the proposed rule change operative upon filing.\13\
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    \13\ For purposes only of waiving the operative delay, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of 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) \14\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \14\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2018-041 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-2018-041. 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 such 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-2018-041, and should be submitted 
on or before July 5, 2018.
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    \15\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12649 Filed 6-12-18; 8:45 am]
 BILLING CODE 8011-01-P



                                              27640                        Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices

                                              designates the proposal operative upon                  10:00 a.m. and 3:00 p.m. Copies of the                   5225. Listing Requirements for Units
                                              filing.18                                               filing will also be available for                        (other than Paired Share Units)
                                                 At any time within 60 days of the                    inspection and copying at the principal                    No change.
                                              filing of the proposed rule change, the                 office of FINRA. All comments received
                                              Commission summarily may                                will be posted without change. Persons                   5226. Paired Share Units
                                              temporarily suspend such rule change if                 submitting comments are cautioned that                      A ‘‘Paired Share Unit’’ is a security
                                              it appears to the Commission that such                  we do not redact or edit personal                        consisting of a share of the common
                                              action is necessary or appropriate in the               identifying information from comment                     stock of a Company (the ‘‘Parent’’) and
                                              public interest, for the protection of                  submissions. You should submit only                      a share of the common stock of that
                                              investors, or otherwise in furtherance of               information that you wish to make                        Company’s controlled subsidiary,
                                              the purposes of the Act. If the                         available publicly. All submissions                      which: (1) are attached together; and (2)
                                              Commission takes such action, the                       should refer to File Number SR–FINRA–                    only can be traded together as a unit
                                              Commission shall institute proceedings                  2018–022 and should be submitted on                      pursuant to a pairing agreement.
                                              to determine whether the proposed rule                  or before July 5, 2018.                                  Instead of the requirements in Rule 5225
                                              should be approved or disapproved.                        For the Commission, by the Division of                 (except as indicated below), a Paired
                                                                                                      Trading and Markets, pursuant to delegated               Share Unit can list on the Nasdaq
                                              IV. Solicitation of Comments
                                                                                                      authority.19                                             Global or Global Select Markets if it
                                                Interested persons are invited to                     Eduardo A. Aleman,                                       meets the following requirements:
                                              submit written data, views, and                         Assistant Secretary.                                        (a) For initial and continued listing,
                                              arguments concerning the foregoing,                                                                              the controlled subsidiary must be a real
                                                                                                      [FR Doc. 2018–12647 Filed 6–12–18; 8:45 am]
                                              including whether the proposed rule                                                                              estate investment trust (the ‘‘REIT’’) and
                                                                                                      BILLING CODE 8011–01–P
                                              change is consistent with the Act.                                                                               the Parent must maintain ownership
                                              Comments may be submitted by any of                                                                              control, including voting control, over
                                              the following methods:                                                                                           the REIT.
                                                                                                      SECURITIES AND EXCHANGE                                     (b) For initial listing, the Parent and
                                              Electronic Comments                                     COMMISSION                                               the REIT must each separately satisfy
                                                • Use the Commission’s internet                                                                                the entity-level requirements of Rule
                                              comment form (http://www.sec.gov/                       [Release No. 34–83395; File No. SR–                      5315(f)(3) or Rule 5405(b) (e.g., the
                                              rules/sro.shtml); or                                    NASDAQ–2018–041]                                         stockholders’ equity, income, market
                                                • Send an email to rule-comments@                                                                              capitalization, assets, revenue and
                                                                                                      Self-Regulatory Organizations; The                       operating history requirements), as
                                              sec.gov. Please include File Number SR–
                                                                                                      Nasdaq Stock Market LLC; Notice of                       applicable, and the Paired Share Unit
                                              FINRA–2018–022 on the subject line.
                                                                                                      Filing and Immediate Effectiveness of                    must satisfy the security-level
                                              Paper Comments                                          Proposed Rule Change To Adopt                            requirements of Rule 5315 or Rule 5405
                                                • Send paper comments in triplicate                   Listing Standard for Paired Share Units                  (e.g., the price, publicly held shares,
                                              to Secretary, Securities and Exchange                   June 7, 2018.                                            holder, market value of publicly held
                                              Commission, 100 F Street NE,                               Pursuant to Section 19(b)(1) of the                   shares and market maker requirements),
                                              Washington, DC 20549–1090.                              Securities Exchange Act of 1934                          as applicable.
                                              All submissions should refer to File                                                                                (c) For continued listing, the Parent
                                                                                                      (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                              Number SR–FINRA–2018–022. This file                                                                              and the REIT must each separately
                                                                                                      notice is hereby given that on May 30,
                                              number should be included on the                                                                                 satisfy the applicable entity-level
                                                                                                      2018, The Nasdaq Stock Market LLC
                                              subject line if email is used. To help the                                                                       requirements of Rule 5450(b) and the
                                                                                                      (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with              Paired Share Unit must satisfy the
                                              Commission process and review your                      the Securities and Exchange
                                              comments more efficiently, please use                                                                            applicable security-level requirements
                                                                                                      Commission (‘‘Commission’’) the                          of Rules 5450(a) and 5450(b).
                                              only one method. The Commission will                    proposed rule change as described in                        (d) For initial and continued listing,
                                              post all comments on the Commission’s                   Items I and II below, which Items have                   the Parent and the REIT must each
                                              internet website (http://www.sec.gov/                   been prepared by the Exchange. The                       separately satisfy all other requirements
                                              rules/sro.shtml). Copies of the                         Commission is publishing this notice to                  of the listing rules applicable to a
                                              submission, all subsequent                              solicit comments on the proposed rule                    Company listing its primary equity
                                              amendments, all written statements                      change from interested persons.                          security, including, without limitation,
                                              with respect to the proposed rule
                                                                                                      I. Self-Regulatory Organization’s                        the corporate governance requirements
                                              change that are filed with the
                                                                                                      Statement of the Terms of Substance of                   in the Rule 5600 Series.
                                              Commission, and all written
                                                                                                      the Proposed Rule Change                                    (e) For initial and continued listing,
                                              communications relating to the
                                                                                                                                                               the common stock of the Parent, the
                                              proposed rule change between the                           The Exchange proposes to adopt a                      common stock of the REIT and the
                                              Commission and any person, other than                   listing standard for Paired Share Units.                 Paired Share Unit must each be
                                              those that may be withheld from the                        The text of the proposed rule change                  registered pursuant to Section 12(b) of
                                              public in accordance with the                           is set forth below. Proposed new                         the Act.
                                              provisions of 5 U.S.C. 552, will be                     language is italicized; deleted text is in                  (f) For initial and continued listing,
                                              available for website viewing and                       brackets.                                                the common stock of the Parent and the
                                              printing in the Commission’s Public                                                                              common stock of the REIT, as attached
                                                                                                      *      *     *    *     *
amozie on DSK3GDR082PROD with NOTICES1




                                              Reference Room, 100 F Street NE,                                                                                 and traded together in the Paired Share
                                              Washington, DC 20549 on official                        The Nasdaq Stock Market Rules                            Unit, must be the only securities of each
                                              business days between the hours of                      *           *   *       *        *                       of the Parent and the REIT available to
                                                18 For purposes only of waiving the 30-day
                                                                                                                                                               public investors.
                                              operative delay, the Commission has considered the
                                                                                                          19 17 CFR 200.30–3(a)(12).                              (g) The provisions of Rules 5225(a)(2)
                                              proposed rule’s impact on efficiency, competition,          1 15 U.S.C. 78s(b)(1).                               and 5225(a)(3) are applicable to Paired
                                              and capital formation. See 15 U.S.C. 78c(f).                2 17 CFR 240.19b–4.                                  Share Units.


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                                                                           Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices                                                     27641

                                                 (h) In the event the common stock of                 5226 becomes separately tradable from                      First, the controlled subsidiary must
                                              the REIT becomes separately tradable                    the common stock of the Parent; or                      be a real estate investment trust (the
                                              from the common stock of the Parent,                       • Staff has determined, under its                    ‘‘REIT’’) and the Parent must maintain
                                              Nasdaq will immediately issue a Staff                   discretionary authority in the Rule 5100                ownership control, including voting
                                              Delisting Determination for the Paired                  Series, that the Company’s continued                    control, over the REIT. Ownership
                                              Share Unit pursuant to Listing Rule                     listing raises a public interest concern.               control will be determined based on an
                                              5810(c)(1), and each of the Parent and                     (2)–(4) No change.                                   analysis of the facts and circumstances
                                              the REIT must apply, and each of the                       (d) No change.                                       surrounding the relationship between
                                              Parent and the REIT, and their                          *      *    *     *     *                               the Parent and the REIT, but will require
                                              respective securities, must separately                                                                          that the Parent control at least a majority
                                              qualify for initial listing to remain listed            II. Self-Regulatory Organization’s                      (i.e., over 50%) of the voting power of
                                              on Nasdaq.                                              Statement of the Purpose of, and                        the REIT. In addition, the common stock
                                                                                                      Statutory Basis for, the Proposed Rule                  of the Parent and the common stock of
                                              *      *     *    *       *
                                                                                                      Change                                                  the REIT, as attached and traded
                                              5810. Notification of Deficiency by the                   In its filing with the Commission, the                together in the Paired Share Unit, must
                                              Listing Qualifications Department                       Exchange included statements                            be the only security of each of the
                                                 When the Listing Qualifications                      concerning the purpose of and basis for                 Parent and the REIT available to public
                                              Department determines that a Company                    the proposed rule change and discussed                  investors, and the common stock of the
                                              does not meet a listing standard set forth              any comments it received on the                         Parent and the REIT must not trade
                                              in the Rule 5000 Series, it will                        proposed rule change. The text of these                 separately. Thus, an investment in the
                                              immediately notify the Company of the                   statements may be examined at the                       Paired Share Unit represents an
                                              deficiency. As explained in more detail                 places specified in Item IV below. The                  investment in the combined company
                                              below, deficiency notifications are of                  Exchange has prepared summaries, set                    and the only way for a public
                                              four types:                                             forth in sections A, B, and C below, of                 shareholder to invest in either company.
                                                                                                      the most significant aspects of such                       For initial listing, the Parent and the
                                                 (1)–(4) No change.
                                                                                                      statements.                                             REIT must each separately satisfy the
                                                 Notifications of deficiencies that                                                                           entity-level requirements of Rule
                                              allow for submission of a compliance                    A. Self-Regulatory Organization’s                       5315(f)(3) or Rule 5405(b), as applicable,
                                              plan or an automatic cure or compliance                 Statement of the Purpose of, and the                    and the Paired Share Unit must satisfy
                                              period may result, after review of the                  Statutory Basis for, the Proposed Rule                  the security-level requirements of Rule
                                              compliance plan or expiration of the                    Change                                                  5315 or Rule 5405, as applicable.4 For
                                              cure or compliance period, in issuance                                                                          continued listing, the Parent and the
                                              of a Staff Delisting Determination or a                 1. Purpose
                                                                                                                                                              REIT must each separately satisfy the
                                              Public Reprimand Letter.                                   Nasdaq Listing Rule 5225 provides                    entity-level requirements of Rule
                                                 (a)–(b) No change.                                   the requirements to list units on the                   5450(b), and the Paired Share Unit must
                                              (c) Types of Deficiencies and                           Nasdaq Stock Market. Listing Rule                       satisfy the security-level requirements of
                                              Notifications                                           5225(a)(1)(C) provides that all                         Rules 5450(a) and (b). For these
                                                                                                      components of a unit listed on the                      purposes the entity-level requirements
                                                 The type of deficiency at issue                      Nasdaq Global or Global Select Market                   include the stockholders’ equity,
                                              determines whether the Company will                     must be issued by the same issuer.                      income, market capitalization, asset,
                                              be immediately suspended and delisted,                     Nasdaq notes that in limited                         revenue and operating history
                                              or whether it may submit a compliance                   circumstances the securities of a                       requirements, and the security-level
                                              plan for review or is entitled to an                    company and its controlled subsidiary                   requirements include the price, publicly
                                              automatic cure or compliance period                     are attached and only can be traded                     held shares, holder, market value of
                                              before a Staff Delisting Determination is               together as a ‘‘Paired Share.’’ Nasdaq                  publicly held shares and market maker
                                              issued. In the case of a deficiency not                 proposes to adopt new Listing Rule                      requirements. While the Parent and the
                                              specified below, Staff will issue the                   5226 to allow the listing of this specific              REIT may satisfy different entity-level
                                              Company a Staff Delisting                               type of unit, called a Paired Share Unit,               listing standards, in such a case the
                                              Determination or a Public Reprimand                     on the Nasdaq Global or Global Select                   Paired Share Unit must satisfy the
                                              Letter.                                                 Markets 3 under limited circumstances,                  higher security-level requirements of
                                              (1) Deficiencies That Immediately                       even though one component of the unit                   those different standards.5 In addition,
                                              Result in a Staff Delisting                             is issued by a controlled subsidiary of                 for both initial and continued listing,
                                              Determination                                           the issuer of the other security in the                 the Parent and the REIT must each
                                                                                                      unit and they are, therefore, not                       separately satisfy all other requirements
                                                Staff’s notice will inform the                        technically issued by the same issuer.                  of the listing rules applicable to a
                                              Company that its securities are                            Under the proposed rule, a Paired                    Company listing its primary equity
                                              immediately subject to suspension and                   Share Unit, consisting of a share of the                security, including, without limitation,
                                              delisting when:                                         common stock of a company (the
                                                • A Company fails to timely solicit                   ‘‘Parent’’) and a share of the common                     4 The provisions of Rule 5315(b), (c) and (d)
                                              proxies;                                                stock of that company’s controlled                      would not apply because neither the Parent nor the
                                                • an Equity Investment Tracking                       subsidiary, which are attached together                 REIT would be a closed end management
                                              Stock fails to comply with the                                                                                  investment company or a business development
                                                                                                      and can only be traded together as a unit
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                                                                                                                                                              company.
                                              additional continued listing                            pursuant to a pairing agreement, can be                   5 For example, if the Parent only satisfies the
                                              requirements in Rule 5222(c) or a Staff                 listed on the Nasdaq Global or Global                   entity-level requirements of the income standard in
                                              Delisting Determination has been issued                 Select Market provided it meets the                     Rule 5405(b)(1) and the REIT only satisfies the
                                              with respect to the security such Equity                                                                        entity-level requirements of the market value
                                                                                                      following requirements.                                 standard in Rule 5405(b)(3), the Paired Share Unit
                                              Investment Tracking Stock tracks;                                                                               must satisfy the higher market value of publicly
                                                • the common stock of the REIT in a                     3 A Paired Share Unit would not be eligible to list   held shares and market maker requirements in Rule
                                              Paired Share Unit listed under Rule                     on the Nasdaq Capital Market.                           5405(b)(3).



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                                              27642                        Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices

                                              the corporate governance requirements                   5810(c)(1) to include this situation in                  separately tradable from the common
                                              in the Rule 5600 Series.                                the list of deficiencies where a                         stock of the Parent, Nasdaq would
                                                 While proposed Rule 5226 is a new                    company’s securities are immediately                     immediately issue a Staff Delisting
                                              rule for listing a specific type of unit on             subject to suspension and delisting.                     Determination for the Paired Share Unit,
                                              the Nasdaq Global or Global Select                      Each of the Parent and the REIT must                     which would be subject to suspension
                                              Markets, the provisions of Rule                         apply, and each of the Parent and the                    and delisting. Each of the Parent and the
                                              5225(a)(2), which provides the                          REIT, and their respective securities,                   REIT must apply, and each of the Parent
                                              minimum listing period and notice of                    must separately qualify for initial listing              and the REIT, and their respective
                                              withdrawal requirements for units, and                  to remain listed on Nasdaq.                              securities, must separately qualify for
                                              Rule 5225(a)(3), which provides                                                                                  initial listing to remain listed on
                                              disclosure requirements for units, are                  2. Statutory Basis
                                                                                                                                                               Nasdaq. Thus, adopting the proposed
                                              applicable to Paired Share Units. The                      The Exchange believes that its                        rule to address this unique situation
                                              other provisions of Rule 5225(a) are                    proposal is consistent with Section 6(b)                 with appropriate investor protections
                                              either separately incorporated in the                   of the Act,6 in general, and furthers the                will eliminate the impediment to listing
                                              requirements for a Paired Share Unit or                 objectives of Section 6(b)(5) of the Act,7               such a unit on the Nasdaq Global and
                                              are not applicable. Specifically, the first             in particular, in that it is designed to                 Global Select Markets.
                                              sentence of Rule 5225(a)(1)(A), which                   promote just and equitable principles of
                                              requires all units to have at least one                 trade, to remove impediments to and                      B. Self-Regulatory Organization’s
                                              equity component, is incorporated in                    perfect the mechanism of a free and                      Statement on Burden on Competition
                                              the definition of a Paired Share Unit                   open market and a national market                          The Exchange does not believe that
                                              because a Paired Share Unit must                        system, and, in general to protect                       the proposed rule change will impose
                                              contain the common stock of the Parent                  investors and the public interest, by                    any burden on competition not
                                              and the REIT. Rule 5225(a)(1)(B) is not                 allowing a unit to list on the Nasdaq                    necessary or appropriate in furtherance
                                              applicable because a Paired Share Unit                  Global or Global Select Markets where                    of the purposes of the Act. Nasdaq
                                              does not contain debt components. As                    it includes the securities of a company                  believes that the New York Stock
                                              described above, the first sentence of                  and a REIT that is that company’s                        Exchange currently lists securities
                                              Rule 5225(a)(1)(C) is not applicable                    controlled subsidiary if those entities                  similar to the Paired Share Unit
                                              because the Paired Share Unit is a                      each separately satisfy the entity-level                 described in the proposed rule change.
                                              special type of unit, which contains the                listing requirements, the combined                       Further, other markets could adopt
                                              common stock of a company and its                       security satisfies the security-specific                 comparable rules to the extent they
                                              controlled subsidiary. The remainder of                 listing requirements, and the securities                 believe it appropriate.
                                              the requirements in Rules 5225(a)(1)(A)                 do not trade separately.
                                                                                                         In these situations, the security to be               C. Self-Regulatory Organization’s
                                              and (C) are addressed by the                                                                                     Statement on Comments on the
                                              requirements of proposed Rules 5226(b),                 listed is substantially similar to a
                                                                                                      traditional unit in that one of the                      Proposed Rule Change Received From
                                              (c) and (d) that for initial and continued                                                                       Members, Participants, or Others
                                              listing, respectively, the Parent and the               companies maintains ownership and
                                              REIT must each separately satisfy the                   voting control of the other, and the                       No written comments were either
                                              entity-level requirements and all other                 proposed rule would adopt additional                     solicited or received.
                                              requirements applicable to a company                    protections ensuring that both entities                  III. Date of Effectiveness of the
                                              listing its primary equity security, and                and the combined security have                           Proposed Rule Change and Timing for
                                              that the Paired Share Unit must satisfy                 achieved sufficient size and market                      Commission Action
                                              the security-level requirements for                     interest for listing on Nasdaq to be
                                              listing on the Nasdaq Global or Global                  appropriate. Under the proposed rule,                       The Exchange has filed the proposed
                                              Select Market.                                          each company with securities in the                      rule change pursuant to Section
                                                 Rule 5225(a)(4), which imposes                       Paired Share Unit must satisfy all listing               19(b)(3)(A) of the Act 8 and Rule 19b–
                                              market maker requirements for units, is                 requirements applicable to a company                     4(f)(6) thereunder.9 Because the
                                              incorporated in the requirement that the                listing its primary equity security on the               proposed rule change does not: (i)
                                              Paired Share Unit must satisfy the                      Nasdaq Global or Global Select Markets                   Significantly affect the protection of
                                              highest applicable market maker                         and the security itself must satisfy all                 investors or the public interest; (ii)
                                              requirement under the listing standard                  applicable requirements for listing as a                 impose any significant burden on
                                              that each the Parent and the REIT                       primary equity security. In addition, the                competition; and (iii) become operative
                                              qualify. The minimum market maker                       common stock of the Parent, the                          for 30 days from the date on which it
                                              requirements under any of those                         common stock of the REIT and the                         was filed, or such shorter time as the
                                              standards are at least as high as in Rule               Paired Share Unit must each be                           Commission may designate, it has
                                              5225(a)(4): Three market makers for                     registered pursuant to Section 12(b) of                  become effective pursuant to Section
                                              initial listing and two market makers for               the Act. Accordingly, the proposed rule                  19(b)(3)(A) of the Act and Rule 19b–
                                              continued listing.                                      change continues to impose Nasdaq’s                      4(f)(6) thereunder.10
                                                 For initial and continued listing, the                                                                           A proposed rule change filed under
                                                                                                      existing listing requirements, which are
                                              common stock of the Parent, the                                                                                  Rule 19b–4(f)(6) 11 normally does not
                                                                                                      designed protect investors and the
                                              common stock of the REIT and the                                                                                 become operative for 30 days after the
                                                                                                      public interest. Further, the additional
                                              Paired Share Unit must each be                          requirements proposed will supplement                      8 15  U.S.C. 78s(b)(3)(A)(iii).
                                              registered pursuant to Section 12(b) of                 those existing requirements with
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                                                                                                                                                                 9 17  CFR 240.19b–4(f)(6).
                                              the Act. Finally, in the event the                      investor protections designed to ensure                    10 In addition, Rule 19b–4(f)(6)(iii) requires a self-
                                              common stock of the REIT becomes                        that one company controls the other in                   regulatory organization to give the Commission
                                              separately tradable from the common                     the combined security. In the event the                  written notice of its intent to file the proposed rule
                                              stock of the Parent, Nasdaq will                                                                                 change at least five business days prior to the date
                                                                                                      common stock of the REIT becomes                         of filing of the proposed rule change, or such
                                              immediately issue a Staff Delisting                                                                              shorter time as designated by the Commission. The
                                              Determination for the Paired Share Unit.                  6 15   U.S.C. 78f(b).                                  Exchange has satisfied this requirement.
                                              Nasdaq proposes to modify Rule                            7 15   U.S.C. 78f(b)(5).                                 11 17 CFR 240.19b–4(f)(6).




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                                                                           Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices                                                      27643

                                              date of the filing. However, pursuant to                Commission shall institute proceedings                     should be submitted on or before July 5,
                                              Rule 19b–4(f)(6)(iii),12 the Commission                 under Section 19(b)(2)(B) 14 of the Act to                 2018.
                                              may designate a shorter time if such                    determine whether the proposed rule                          For the Commission, by the Division of
                                              action is consistent with the protection                change should be approved or                               Trading and Markets, pursuant to delegated
                                              of investors and the public interest. In                disapproved.                                               authority.15
                                              its filing with the Commission, Nasdaq                  IV. Solicitation of Comments                               Eduardo A. Aleman,
                                              has asked the Commission to waive the                                                                              Assistant Secretary.
                                              30-day operative delay so that the                        Interested persons are invited to
                                                                                                                                                                 [FR Doc. 2018–12649 Filed 6–12–18; 8:45 am]
                                              proposal may become operative                           submit written data, views, and
                                                                                                                                                                 BILLING CODE 8011–01–P
                                              immediately upon filing to allow                        arguments concerning the foregoing,
                                              Nasdaq to immediately list units issued                 including whether the proposed rule
                                              by a company and its controlled                         change is consistent with the Act.
                                                                                                                                                                 SECURITIES AND EXCHANGE
                                              subsidiary and compete with other                       Comments may be submitted by any of
                                                                                                                                                                 COMMISSION
                                              exchanges for such listing. As noted                    the following methods:
                                              above, Nasdaq states that the proposed                                                                             [Release No. 34–83393; File No. SR–FINRA–
                                                                                                      Electronic Comments                                        2018–023]
                                              rule will continue to impose all of the
                                                                                                        • Use the Commission’s internet
                                              existing listing requirements applicable                                                                           Self-Regulatory Organizations;
                                                                                                      comment form (http://www.sec.gov/
                                              to units, supplemented by additional                                                                               Financial Industry Regulatory
                                                                                                      rules/sro.shtml); or
                                              requirements and investor protections                     • Send an email to rule-comments@                        Authority, Inc.; Notice of Filing of a
                                              designed to address this specific type of               sec.gov. Please include File Number SR–                    Proposed Rule Change To Amend
                                              unit.                                                   NASDAQ–2018–041 on the subject line.                       FINRA Rule 6730 Relating to ATS
                                                 The Commission believes that waiver                                                                             Reporting of Transactions to TRACE in
                                              of the 30-day operative delay is                        Paper Comments                                             U.S. Treasury Securities
                                              consistent with the protection of                          • Send paper comments in triplicate
                                              investors and the public interest                       to Secretary, Securities and Exchange                      June 7, 2018.
                                              because the Paired Share Units for                      Commission, 100 F Street NE,                                  Pursuant to Section 19(b)(1) of the
                                              which Nasdaq proposes to adopt initial                  Washington, DC 20549–1090.                                 Securities Exchange Act of 1934
                                              and continued listing requirements are                  All submissions should refer to File                       (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                              substantially similar to the traditional                Number SR–NASDAQ–2018–041. This                            notice is hereby given that on June 5,
                                              units that may be listed pursuant to                    file number should be included on the                      2018, Financial Industry Regulatory
                                              Nasdaq Rule 5225 and the additional                     subject line if email is used. To help the                 Authority, Inc. (‘‘FINRA’’) filed with the
                                              requirements in the proposal address                    Commission process and review your                         Securities and Exchange Commission
                                              the specific characteristics of Paired                  comments more efficiently, please use                      (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                              Share Units and how Nasdaq’s existing                   only one method. The Commission will                       rule change as described in Items I, II,
                                              listing rules will be applied. The                      post all comments on the Commission’s                      and III below, which Items have been
                                              Commission notes that a Paired Share                    internet website (http://www.sec.gov/                      prepared by FINRA. The Commission is
                                              Unit would consist of a share of                        rules/sro.shtml). Copies of the                            publishing this notice to solicit
                                              common stock of a Company and a                         submission, all subsequent                                 comments on the proposed rule change
                                              share of the common stock of a REIT                     amendments, all written statements                         from interested persons.
                                              that is that Company’s controlled                       with respect to the proposed rule                          I. Self-Regulatory Organization’s
                                              subsidiary, which are attached and only                 change that are filed with the                             Statement of the Terms of Substance of
                                              can be traded together. The proposed                    Commission, and all written                                the Proposed Rule Change
                                              listing requirements would be                           communications relating to the
                                              substantially similar to existing listing                                                                             FINRA is proposing to amend Rule
                                                                                                      proposed rule change between the
                                              requirements for units, but with                                                                                   6730 to require alternative trading
                                                                                                      Commission and any person, other than
                                              clarification about how certain aspects                                                                            systems (‘‘ATSs’’) that report
                                                                                                      those that may be withheld from the
                                              will apply to a Paired Share Unit and its                                                                          transactions in U.S. Treasury Securities
                                                                                                      public in accordance with the
                                              components and additional                                                                                          to the Transaction Reporting and
                                                                                                      provisions of 5 U.S.C. 552, will be
                                              requirements designed to address issues                                                                            Compliance Engine (‘‘TRACE’’) to
                                                                                                      available for website viewing and
                                              relating to this specific type of unit.                                                                            identify non-FINRA member subscribers
                                                                                                      printing in the Commission’s Public
                                              Therefore, the Commission designates                                                                               on those transaction reports.
                                                                                                      Reference Room, 100 F Street NE,                              The text of the proposed rule change
                                              the proposed rule change operative                      Washington, DC 20549 on official
                                              upon filing.13                                                                                                     is available on FINRA’s website at
                                                                                                      business days between the hours of                         http://www.finra.org, at the principal
                                                 At any time within 60 days of the                    10:00 a.m. and 3:00 p.m. Copies of such
                                              filing of such proposed rule change, the                                                                           office of FINRA and at the
                                                                                                      filing also will be available for                          Commission’s Public Reference Room.
                                              Commission summarily may                                inspection and copying at the principal
                                              temporarily suspend such rule change if                 office of the Exchange. All comments                       II. Self-Regulatory Organization’s
                                              it appears to the Commission that such                  received will be posted without change.                    Statement of the Purpose of, and
                                              action is necessary or appropriate in the               Persons submitting comments are                            Statutory Basis for, the Proposed Rule
                                              public interest, for the protection of                  cautioned that we do not redact or edit                    Change
                                              investors, or otherwise in furtherance of               personal identifying information from                         In its filing with the Commission,
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                                              the purposes of the Act. If the                         comment submissions. You should                            FINRA included statements concerning
                                              Commission takes such action, the                       submit only information that you wish                      the purpose of and basis for the
                                                                                                      to make available publicly. All                            proposed rule change and discussed any
                                                12 17 CFR 240.19b–4(f)(6)(iii).
                                                13 For
                                                                                                      submissions should refer to File
                                                       purposes only of waiving the operative
                                              delay, the Commission has considered the proposed       Number SR–NASDAQ–2018–041, and                               15 17 CFR 200.30–3(a)(12).
                                                                                                                                                                   1 15 U.S.C. 78s(b)(1).
                                              rule’s impact on efficiency, competition, and capital
                                              formation. See 15 U.S.C. 78c(f).                          14 15   U.S.C. 78s(b)(2)(B).                               2 17 CFR 240.19b–4.




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Document Created: 2018-06-12 23:59:12
Document Modified: 2018-06-12 23:59:12
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 27640 

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