83 FR 27643 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend FINRA Rule 6730 Relating to ATS Reporting of Transactions to TRACE in U.S. Treasury Securities
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 114 (June 13, 2018)
Federal Register Volume 83, Issue 114 (June 13, 2018)
| Page Range | 27643-27647 | |
| FR Document | 2018-12648 |
[Federal Register Volume 83, Number 114 (Wednesday, June 13, 2018)] [Notices] [Pages 27643-27647] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-12648] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83393; File No. SR-FINRA-2018-023] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend FINRA Rule 6730 Relating to ATS Reporting of Transactions to TRACE in U.S. Treasury Securities 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 June 5, 2018, Financial Industry Regulatory Authority, Inc. (``FINRA'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by FINRA. 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 FINRA is proposing to amend Rule 6730 to require alternative trading systems (``ATSs'') that report transactions in U.S. Treasury Securities to the Transaction Reporting and Compliance Engine (``TRACE'') to identify non-FINRA member subscribers on those transaction reports. The text of the proposed rule change is available on FINRA's website at http://www.finra.org, at the principal office of FINRA and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FINRA included statements concerning the purpose of and basis for the proposed rule change and discussed any [[Page 27644]] comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FINRA 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 On October 18, 2016, the SEC approved a proposed rule change to require FINRA members to report secondary market transactions in U.S. Treasury Securities to TRACE,\3\ and on July 10, 2017, FINRA members began reporting transaction information on U.S. Treasury Security transactions through TRACE.\4\ As approved, TRACE transaction information in U.S. Treasury Securities is for regulatory purposes only and is not disseminated publicly.\5\ --------------------------------------------------------------------------- \3\ See Securities Exchange Act Release No. 79116 (October 18, 2016), 81 FR 73167 (October 24, 2016) (Order Granting Accelerated Approval of File No. SR-FINRA-2016-027). \4\ See Regulatory Notice 16-39 (October 2016). \5\ See Rule 6750(c)(5). --------------------------------------------------------------------------- As with all TRACE reporting, transactions in U.S. Treasury Securities that occur on an ATS generally must be reported to TRACE by the counterparties, if they are FINRA members, and by the ATS itself.\6\ A significant amount of trading activity in U.S. Treasury Securities on ATSs involves market participants that are not registered as broker-dealers or are not FINRA members, including, for example, hedge funds, banks and principal trading firms (``PTFs''). As the U.S. Department of the Treasury (``Treasury Department'') noted in its recent Capital Markets Report, ``[t]rading activity [in U.S. Treasury Securities] on the major electronic interdealer platforms is dominated by PTFs, . . . . and collectively they account for over half of all transaction volumes in the interdealer broker segment of the [cash Treasury] market.'' \7\ Although the Capital Markets Report does not define a ``PTF,'' the Joint Staff Report identifies the following as typical characteristics of PTFs: (i) Principal investor; (ii) deploys proprietary automated trading strategies; (iii) low latency is typically a key element of the trading strategies; and (iv) may be registered as a broker-dealer but does not have clients as in a typical broker-dealer business model.\8\ --------------------------------------------------------------------------- \6\ See Regulatory Notice 14-53 (November 2014). There are limited exemptions available where all the counterparties are FINRA members, which would not apply where a transaction on an ATS involves a non-FINRA member. \7\ See Treasury Department, A Financial System That Creates Economic Opportunities: Capital Markets, Report to President Donald J. Trump, Executive Order 13772 on Core Principles for Regulating the United States Financial System, at 79-80 (October 2017) (``Capital Markets Report''), https://www.treasury.gov/press-center/press-releases/Documents/A-Financial-System-Capital-Markets-FINAL-FINAL.pdf. The Capital Markets Report cited the July 13, 2015 Joint Staff Report (``Joint Staff Report'' or ``JSR'') issued by the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the SEC, and the U.S. Commodity Futures Trading Commission (Inter-Agency Working Group for Treasury Market Surveillance members (IAWG) or ``official sector'') in response to unusually high levels of volatility and a very rapid round-trip in prices that occurred in the market for U.S. Treasury Securities, futures, and other related financial products on October 15, 2014, https://www.treasury.gov/press-center/press-releases/Documents/Joint_Staff_Report_Treasury_10-15-2015.pdf. \8\ See JSR, at 50. --------------------------------------------------------------------------- Because each current ATS is a FINRA member, all of the trading activity in TRACE-Eligible Securities occurring on an ATS is required to be reported to TRACE by that ATS; however, the identities of non- FINRA members (including, but not limited to, hedge funds, banks and PTFs) trading on the ATSs are not reported because they are treated as customers, not FINRA members. Thus, while an ATS identifies a specific FINRA-member counterparty on its TRACE reports by that counterparty's market participant identifier (``MPID''), for transactions involving non-FINRA members, the ATS reports the trade as a generic customer trade and identifies the counterparty only with a ``C'' identifier. Because of this, as the Capital Markets Report noted, ``[i]n essence, a significant portion of PTF activity is anonymized in the TRACE data.'' \9\ The Treasury Department therefore recommended ``closing the gap in the granularity of PTF data'' by requiring ATSs that facilitate transactions in U.S. Treasury Securities ``to identify customers in their reports of Treasury security transactions to TRACE.'' \10\ --------------------------------------------------------------------------- \9\ See Capital Markets Report, at 80. \10\ Id. The Capital Markets Report recommends ``closing the gap in the granularity of PTF data,'' and also recommends requiring ATSs to identify ``customers'' in their TRACE reports, which is a broader term than ``PTFs.'' FINRA staff intends to work with the staff of the Treasury Department to ensure the scope of the reporting requirement is appropriate and meets regulatory needs in light of the recommendations in the Capital Markets Report. --------------------------------------------------------------------------- To assess the scope of non-FINRA member trading activity in U.S. Treasury Securities on ATSs, FINRA analyzed transaction data submitted to TRACE and found that, consistent with the views expressed in the Capital Markets Report, the majority of trades in U.S. Treasury Securities reported by ATSs do not identify the subscriber that is a counterparty to the trade. Because a significant portion of ATS trades in U.S. Treasury Securities involves unidentified counterparties, the trading data available to FINRA and the official sector is incomplete. Requiring specific subscriber information in ATS TRACE reports for transactions in U.S. Treasury Securities would enhance the information available to FINRA and the official sector and facilitate a better understanding U.S. Treasury market structure and liquidity. As the Treasury Department noted in the JSR, ``an event like October 15 highlights the need to better understand various factors that are impacting liquidity in the U.S. Treasury market, especially during stressed market conditions . . . [including] . . . changes in intermediation, automated trading, regulation, and buy and sell-side participation that may have altered trading practices as well as the sources and characteristics of liquidity provision.'' \11\ --------------------------------------------------------------------------- \11\ See JSR, at 45. --------------------------------------------------------------------------- In addition, FINRA believes that the proposed rule change would result in an improvement to the effectiveness of FINRA's surveillance patterns from the standpoint of greater granularity and thus more accurate pattern detection, including the increased ability to identify potentially manipulative activity. For example, FINRA's ability to detect wash sales or prearranged trading activity would be improved if the audit trail included the identity of the non-FINRA member counterparty rather than the generic customer indicator received today. The identity of the particular ATS subscriber allows the surveillance pattern to narrow down the potential universe of matching trades and thus more accurately detect instances of potential manipulation. As such, the additional detail that would be added to transaction reports by identifying non-FINRA member counterparties would enhance FINRA's surveillance program for U.S. Treasury Securities. Consequently, as recommended in the Capital Markets Report, FINRA is proposing to require member ATSs with a minimum threshold of trading (``covered ATS'') to identify non-FINRA member subscribers associated with their TRACE trade reports in U.S. Treasury Securities. Specifically, FINRA proposes that a ``covered ATS'' would mean an ATS, as that term is defined in Rule 300 of SEC Regulation ATS,\12\ that [[Page 27645]] executed transactions in U.S. Treasury Securities with non-FINRA member subscribers of $10 billion or more in monthly par value, computed by aggregating buy and sell transactions, for any two months in the preceding calendar quarter.\13\ Pursuant to proposed Supplementary Material .07, each covered ATS would be required to provide FINRA a list of its non-FINRA member subscribers, as defined in Rule 300 of SEC Regulation ATS, which would include entities such as PTFs, hedge funds and banks. Based on the lists provided by the ATSs, FINRA would then assign each non-FINRA member subscriber a unique MPID and provide that MPID to each covered ATS to which the non-FINRA member subscribes so that each non-FINRA member subscriber can be identified consistently across all ATSs.\14\ Under this approach, the confidentiality of an individual ATS's subscriber list would be preserved because FINRA would provide each ATS a list of MPIDs based solely on the customer list provided to FINRA by that ATS. Each covered ATS would then use the assigned MPID in the contra-party field for purposes of identifying each non-FINRA member counterparty, as required by Rule 6730(c)(6), in place of using the current designations for contra-party ``customer'' or ``non-member affiliate'' identifiers. --------------------------------------------------------------------------- \12\ See 17 CFR 242.300(a). As is the case with FINRA Rule 6720(c) (Alternative rading Systems), any member that meets the definition of ``alternative trading system'' set forth in Rule 300 of Regulation ATS would be required to comply with the proposed rule change irrespective of whether such member is excepted from the requirements applicable to ATSs provided in Rule 301(b) of Regulation ATS (e.g., such as where the member limits its securities activities to government securities). See 17 CFR 242.301(a)()(ii)(A). \13\ Based on a sample review period of Treasury transaction data reported to FINRA, the top six ATSs by volume would be considered ``covered ATS'' and account for over 99% of the trade reports submitted by ATSs to TRACE for U.S. Treasury Securities. \14\ Some non-members may have multiple MPIDs assigned to them, for example if they use separate aggregation units or desks to access or trade through the ATS, in which case the unit assigned the MPID is the subscriber for purposes of this rule proposal. --------------------------------------------------------------------------- If an ATS becomes a covered ATS subsequent to the compliance date of the proposed rule, it must comply with new Supplementary Material .07 within 60 calendar days of the end of the calendar quarter in which it becomes a covered ATS. FINRA believes that 60 calendar days would afford sufficient time for a newly covered ATS to provide FINRA a list of, and obtain MPIDs for, its non-FINRA member subscribers, and to perform any programming changes necessary to accurately reflect in TRACE reports non-FINRA member counterparties using the MPIDs assigned by FINRA. Once an ATS becomes a ``covered ATS'' under the rule, it will remain within the scope of the definition. Thus, a covered ATS must continue to identify each non-FINRA member subscriber in the contra- party field using the MPID assigned by FINRA, irrespective of whether its volume of executed transactions in U.S. Treasury Securities with non-FINRA member subscribers falls below $10 billion in par value in the future. In removing the current differentiation between subscribers that are FINRA members and those that are not, and requiring the use of an MPID by the ATS when reporting transactions in U.S. Treasury Securities regardless of the subscriber's status as a FINRA member, FINRA believes that the proposal would improve the completeness of the information on transactions in U.S. Treasury Securities available to FINRA and the official sector. Because a significant number of ATSs have minimal volume of executions with non-FINRA members in U.S. Treasury Securities, the proposed rule change would not apply to ATSs whose par value traded in U.S. Treasury Securities with non-FINRA member subscribers is below $10 billion per month for any two months in the preceding calendar quarter. FINRA believes that this approach is appropriate in that it limits the application of the proposed requirement to the member ATSs that are most active in trading U.S. Treasury Securities with non-FINRA members, and, as such, responsible for submitting most of the ATS trade reports for transactions in U.S. Treasury Securities against non-FINRA members. Limiting the proposed counterparty identification requirement in this manner balances the burdens associated with complying with the proposed rule (i.e., providing FINRA a list of all non-FINRA member subscribers, obtaining an MPID from FINRA, and using the assigned MPID in TRACE reporting), with the benefits sought to be achieved by the proposed requirement (i.e., additional granularity that will enhance the quality of the information available to FINRA and the official sector on transactions in U.S. Treasury Securities). FINRA does not believe that the absence of more detailed counterparty information from those ATSs with activity levels below the proposed threshold will materially affect the completeness of the audit trail. However, if approved, FINRA intends to monitor the continued appropriateness of the $10 billion dollar threshold to ensure that this amount remains relevant in light of market changes. In addition, FINRA intends to monitor the impact of this exception on its audit trail, as well as for any potential negative impacts or changes in ATS or non- member subscriber behavior. If the Commission approves the proposed rule change, FINRA will announce the effective date of the proposed rule change in a Regulatory Notice to be published no later than 60 days following Commission approval. The effective date will be no later than 180 days following publication of the Regulatory Notice announcing Commission approval. ATSs would be required to submit a list of its non-member subscribers to FINRA at least 60 days in advance of the effective date. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,\15\ which requires, among other things, that FINRA rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest and Section 15A(b)(9) of the Act,\16\ which requires that FINRA rules not impose any burden on competition that is not necessary or appropriate. FINRA believes that the proposed rule change will make TRACE reporting of U.S. Treasury Securities transactions more complete and thus enable FINRA to better identify potentially abusive trading activity in the Treasury market that is already reported to TRACE but is anonymized because of the existing limitations on customer identification. Because this activity by non-FINRA members constitutes a significant portion of ATS trading activity in U.S. Treasury Securities, the proposed rule change will significantly enhance FINRA's surveillance efforts as well as the trading data available to the official sector. As the Commission has noted in the past, improved surveillance capabilities can help FINRA detect and deter fraudulent and manipulative acts and practices, and thus promote just and equitable principles of trade and the protection of investors and the public interest. In addition, this collection is the ``type of additional data reporting to the official sector necessary to continue to effectively monitor the functioning of the Treasury market and meet the IAWG mission.'' \17\ --------------------------------------------------------------------------- \15\ 15 U.S.C. 78o-3(b)(6). \16\ 15 U.S.C. 78o-3(b)(9). \17\ See JSR, at 49. --------------------------------------------------------------------------- [[Page 27646]] B. Self-Regulatory Organization's Statement on Burden on Competition FINRA does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Economic Impacts FINRA has undertaken an economic impact assessment, as set forth below, to analyze the need for the proposed rulemaking, the regulatory objective of the proposal, the economic baseline of analysis, the anticipated economic impacts, and the alternatives considered. (a) Purpose and Regulatory Objective The proposed change to Rule 6730 would require ATSs that meet a minimum threshold of trading against non-FINRA member subscribers to identify such subscribers on TRACE transaction reports for U.S. Treasury Securities. FINRA proposes to require ATSs to identify such non-FINRA members on TRACE transaction reports to enhance the quality of the information available to FINRA and the official sector on transactions in U.S. Treasury Securities. (b) Economic Baseline As discussed above, FINRA members have been reporting transaction information on U.S. Treasury Securities to TRACE since July 10, 2017 and such information is used solely for FINRA and official sector use. Since then, a majority of the trades in this market can be attributed to non-FINRA members. Current TRACE reporting requirements enable FINRA to identify the ATS on which a transaction occurs as well as the other members that are parties to those transactions. However, FINRA does not have similar insight into the identity of the non-FINRA members that are parties to transactions on ATSs because such participants are identified as either a customer or a non-member affiliate. The proposed rule change would apply to ATSs that report transactions in U.S. Treasury Securities to TRACE. As mentioned in FINRA's filing that required the reporting of U.S. Treasury Securities transactions to TRACE, ``[t]he Treasury cash market has been bifurcated between the inter-dealer market, in which dealers trade with one another, and the dealer-to-customer market, where customers may include asset managers, pension funds, insurance companies, and corporations.'' \18\ A number of entities that are not registered broker-dealers are currently part of the inter-dealer market but they are not identified in TRACE reports. --------------------------------------------------------------------------- \18\ See Securities Exchange Act Release No. 78359 (July 19, 2016), 81 FR 48465 (July 25, 2016) (Notice of Filing of File No. SR- FINRA-2016-027). --------------------------------------------------------------------------- (c) Economic Impacts FINRA believes that the proposed rule change to require ATSs to identify non-FINRA members in TRACE reports for U.S. Treasury Securities transactions should potentially impact a small number of ATSs (i.e., those whose activity is at or above the minimum threshold discussed above). Between July 10, 2017 and March 31, 2018, there were 17 ATSs on which U.S. Treasury Securities were traded. A significant amount of the trading volume, involved at least one market participant not registered as a broker-dealer. Six of these ATSs had transaction volume of $10 billion or more in par value in at least two months in a given calendar quarter against non-FINRA members and would have been subject to the requirement had the proposed rule been in place.\19\ The total trading volume of the six ATSs against non-FINRA member subscribers accounted for more than 99.9% of trading by non-FINRA member subscribers across all ATSs. --------------------------------------------------------------------------- \19\ The six ATSs had transaction volume of more than $10 billion in par value in all of the months in our sample period, while the remaining 11 ATSs never reached the threshold in any of the months. --------------------------------------------------------------------------- FINRA reached out to several ATSs to inquire about the potential sources of costs. ATSs that are most active in trading of U.S. Treasury Securities with non-FINRA members, and hence may have volumes at or above the proposed volume threshold, may potentially need to update the existing systems or build new systems and develop protocols in order to provide FINRA with a list of all non-FINRA member subscribers, obtain a corresponding list of MPIDs from FINRA, and use the assigned MPIDs in TRACE reporting. FINRA understands that the proposed requirement would also entail quality assurance testing relating to identifying clients and matching the assigned MPIDs with the client list. FINRA also considered the potential impacts of the proposed identification requirement on non-FINRA member subscribers. To the extent that such participants prefer avoiding identification in TRACE reporting, they may shift some or all of their trading activity to other ATSs that are below the threshold. Non-FINRA member subscribers may also incur search costs or may have to pay a liquidity premium in case there is lighter trading on such ATSs. Alternatively, trading may shift to FINRA-registered broker-dealers that are not ATSs or to venues that are not under FINRA jurisdiction, such as banks, and thus have no reporting obligations to TRACE. However, based on conversations with the industry, FINRA understands that most trading in this market is electronic and member firms and non-FINRA venues do not currently have the capability to facilitate the volume of orders and trades that FINRA-member ATSs can facilitate through electronic systems. FINRA cannot predict if non-FINRA member market participants will ultimately find it more beneficial to establish an alternative venue that is not required to report to TRACE, but will monitor for such a potential outcome. (d) Alternatives Considered FINRA considered various approaches to identifying non-FINRA members that are parties to reported transactions in U.S. Treasury Securities and engaged in discussions with ATSs and other stakeholders. One alternative considered was to require each ATS to provide a monthly list of all of its non-FINRA member subscribers and identify each of its customers on TRACE reports for U.S. Treasury Securities. This approach, which would cover the broadest range of subscribers, would identify all of an ATS's subscribers regardless of the ATS's amount of trading activity. Another alternative considered was to require each ATS to provide FINRA with its order book information, including providing each customer's order book activity rather than identifying individual customers on TRACE trade reports. FINRA would then link the order book information to the trade reports. Like the first option, this alternative would provide FINRA with complete insight into each customer's activity on the ATS; however, FINRA would be compiling the transaction data from the order book information submitted by ATSs, rather than having the ATSs identify customers when reporting to TRACE. However, the analysis of the transaction data and careful consideration of the trade-offs between the costs associated with collecting transaction or order book information from each ATS and the incremental value the information brings to the surveillance program, concluded that the proposed approach would cover a significant amount of non-FINRA member customer activity, and enhance the quality of the information available [[Page 27647]] to FINRA and the official sector on transactions in U.S. Treasury Securities. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove such proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be 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-FINRA-2018-023 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-FINRA-2018-023. 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 FINRA. 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-FINRA-2018-023, and should be submitted on or before July 5, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\20\ --------------------------------------------------------------------------- \20\17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-12648 Filed 6-12-18; 8:45 am] BILLING CODE 8011-01-P
![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,
amozie on DSK3GDR082PROD with NOTICES1
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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![27644 Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices
comments it received on the proposed Report does not define a ‘‘PTF,’’ the ATSs do not identify the subscriber that
rule change. The text of these statements Joint Staff Report identifies the is a counterparty to the trade. Because
may be examined at the places specified following as typical characteristics of a significant portion of ATS trades in
in Item IV below. FINRA has prepared PTFs: (i) Principal investor; (ii) deploys U.S. Treasury Securities involves
summaries, set forth in sections A, B, proprietary automated trading strategies; unidentified counterparties, the trading
and C below, of the most significant (iii) low latency is typically a key data available to FINRA and the official
aspects of such statements. element of the trading strategies; and sector is incomplete. Requiring specific
(iv) may be registered as a broker-dealer subscriber information in ATS TRACE
A. Self-Regulatory Organization’s
but does not have clients as in a typical reports for transactions in U.S. Treasury
Statement of the Purpose of, and the
broker-dealer business model.8 Securities would enhance the
Statutory Basis for, the Proposed Rule Because each current ATS is a FINRA
Change information available to FINRA and the
member, all of the trading activity in official sector and facilitate a better
1. Purpose TRACE-Eligible Securities occurring on understanding U.S. Treasury market
On October 18, 2016, the SEC an ATS is required to be reported to structure and liquidity. As the Treasury
approved a proposed rule change to TRACE by that ATS; however, the Department noted in the JSR, ‘‘an event
require FINRA members to report identities of non-FINRA members like October 15 highlights the need to
secondary market transactions in U.S. (including, but not limited to, hedge better understand various factors that
Treasury Securities to TRACE,3 and on funds, banks and PTFs) trading on the are impacting liquidity in the U.S.
July 10, 2017, FINRA members began ATSs are not reported because they are Treasury market, especially during
reporting transaction information on treated as customers, not FINRA stressed market conditions . . .
U.S. Treasury Security transactions members. Thus, while an ATS identifies [including] . . . changes in
a specific FINRA-member counterparty intermediation, automated trading,
through TRACE.4 As approved, TRACE
on its TRACE reports by that regulation, and buy and sell-side
transaction information in U.S. Treasury
counterparty’s market participant participation that may have altered
Securities is for regulatory purposes
identifier (‘‘MPID’’), for transactions trading practices as well as the sources
only and is not disseminated publicly.5
As with all TRACE reporting, involving non-FINRA members, the and characteristics of liquidity
transactions in U.S. Treasury Securities ATS reports the trade as a generic provision.’’ 11
that occur on an ATS generally must be customer trade and identifies the In addition, FINRA believes that the
reported to TRACE by the counterparty only with a ‘‘C’’ identifier. proposed rule change would result in an
Because of this, as the Capital Markets improvement to the effectiveness of
counterparties, if they are FINRA
Report noted, ‘‘[i]n essence, a significant FINRA’s surveillance patterns from the
members, and by the ATS itself.6 A
portion of PTF activity is anonymized in standpoint of greater granularity and
significant amount of trading activity in
the TRACE data.’’ 9 The Treasury thus more accurate pattern detection,
U.S. Treasury Securities on ATSs
Department therefore recommended including the increased ability to
involves market participants that are not
‘‘closing the gap in the granularity of identify potentially manipulative
registered as broker-dealers or are not
PTF data’’ by requiring ATSs that activity. For example, FINRA’s ability to
FINRA members, including, for
facilitate transactions in U.S. Treasury detect wash sales or prearranged trading
example, hedge funds, banks and
Securities ‘‘to identify customers in activity would be improved if the audit
principal trading firms (‘‘PTFs’’). As the
their reports of Treasury security trail included the identity of the non-
U.S. Department of the Treasury
transactions to TRACE.’’ 10 FINRA member counterparty rather than
(‘‘Treasury Department’’) noted in its
To assess the scope of non-FINRA the generic customer indicator received
recent Capital Markets Report,
member trading activity in U.S. today. The identity of the particular
‘‘[t]rading activity [in U.S. Treasury
Treasury Securities on ATSs, FINRA ATS subscriber allows the surveillance
Securities] on the major electronic
analyzed transaction data submitted to pattern to narrow down the potential
interdealer platforms is dominated by
TRACE and found that, consistent with universe of matching trades and thus
PTFs, . . . . and collectively they
the views expressed in the Capital more accurately detect instances of
account for over half of all transaction
Markets Report, the majority of trades in potential manipulation. As such, the
volumes in the interdealer broker
U.S. Treasury Securities reported by additional detail that would be added to
segment of the [cash Treasury]
market.’’ 7 Although the Capital Markets transaction reports by identifying non-
Department of the Treasury, the Board of Governors
of the Federal Reserve System, the Federal Reserve FINRA member counterparties would
3 See Securities Exchange Act Release No. 79116
Bank of New York, the SEC, and the U.S. enhance FINRA’s surveillance program
(October 18, 2016), 81 FR 73167 (October 24, 2016) Commodity Futures Trading Commission (Inter- for U.S. Treasury Securities.
(Order Granting Accelerated Approval of File No. Agency Working Group for Treasury Market
SR–FINRA–2016–027).
Consequently, as recommended in the
Surveillance members (IAWG) or ‘‘official sector’’)
4 See Regulatory Notice 16–39 (October 2016). in response to unusually high levels of volatility Capital Markets Report, FINRA is
5 See Rule 6750(c)(5). and a very rapid round-trip in prices that occurred proposing to require member ATSs with
6 See Regulatory Notice 14–53 (November 2014). in the market for U.S. Treasury Securities, futures, a minimum threshold of trading
There are limited exemptions available where all and other related financial products on October 15, (‘‘covered ATS’’) to identify non-FINRA
the counterparties are FINRA members, which 2014, https://www.treasury.gov/press-center/press-
releases/Documents/Joint_Staff_Report_Treasury_ member subscribers associated with
would not apply where a transaction on an ATS
involves a non-FINRA member. 10-15-2015.pdf. their TRACE trade reports in U.S.
7 See Treasury Department, A Financial System 8 See JSR, at 50. Treasury Securities. Specifically, FINRA
That Creates Economic Opportunities: Capital 9 See Capital Markets Report, at 80.
proposes that a ‘‘covered ATS’’ would
amozie on DSK3GDR082PROD with NOTICES1
Markets, Report to President Donald J. Trump, 10 Id. The Capital Markets Report recommends
mean an ATS, as that term is defined in
Executive Order 13772 on Core Principles for ‘‘closing the gap in the granularity of PTF data,’’
Regulating the United States Financial System, at and also recommends requiring ATSs to identify
Rule 300 of SEC Regulation ATS,12 that
79–80 (October 2017) (‘‘Capital Markets Report’’), ‘‘customers’’ in their TRACE reports, which is a
11 See JSR, at 45.
https://www.treasury.gov/press-center/press- broader term than ‘‘PTFs.’’ FINRA staff intends to
releases/Documents/A-Financial-System-Capital- work with the staff of the Treasury Department to 12 See 17 CFR 242.300(a). As is the case with
Markets-FINAL-FINAL.pdf. The Capital Markets ensure the scope of the reporting requirement is FINRA Rule 6720(c) (Alternative rading Systems),
Report cited the July 13, 2015 Joint Staff Report appropriate and meets regulatory needs in light of any member that meets the definition of
(‘‘Joint Staff Report’’ or ‘‘JSR’’) issued by the U.S. the recommendations in the Capital Markets Report. ‘‘alternative trading system’’ set forth in Rule 300
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![27646 Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices
B. Self-Regulatory Organization’s corporations.’’ 18 A number of entities or may have to pay a liquidity premium
Statement on Burden on Competition that are not registered broker-dealers are in case there is lighter trading on such
currently part of the inter-dealer market ATSs.
FINRA does not believe that the but they are not identified in TRACE Alternatively, trading may shift to
proposed rule change will result in any reports. FINRA-registered broker-dealers that are
burden on competition that is not not ATSs or to venues that are not under
necessary or appropriate in furtherance (c) Economic Impacts FINRA jurisdiction, such as banks, and
of the purposes of the Act. FINRA believes that the proposed rule thus have no reporting obligations to
change to require ATSs to identify non- TRACE. However, based on
Economic Impacts
FINRA members in TRACE reports for conversations with the industry, FINRA
FINRA has undertaken an economic U.S. Treasury Securities transactions understands that most trading in this
impact assessment, as set forth below, to should potentially impact a small market is electronic and member firms
analyze the need for the proposed number of ATSs (i.e., those whose and non-FINRA venues do not currently
rulemaking, the regulatory objective of activity is at or above the minimum have the capability to facilitate the
the proposal, the economic baseline of threshold discussed above). volume of orders and trades that FINRA-
analysis, the anticipated economic Between July 10, 2017 and March 31, member ATSs can facilitate through
impacts, and the alternatives 2018, there were 17 ATSs on which U.S. electronic systems. FINRA cannot
considered. Treasury Securities were traded. A predict if non-FINRA member market
significant amount of the trading participants will ultimately find it more
(a) Purpose and Regulatory Objective volume, involved at least one market beneficial to establish an alternative
participant not registered as a broker- venue that is not required to report to
The proposed change to Rule 6730 dealer. Six of these ATSs had
would require ATSs that meet a TRACE, but will monitor for such a
transaction volume of $10 billion or potential outcome.
minimum threshold of trading against more in par value in at least two months
non-FINRA member subscribers to in a given calendar quarter against non- (d) Alternatives Considered
identify such subscribers on TRACE FINRA members and would have been FINRA considered various approaches
transaction reports for U.S. Treasury subject to the requirement had the to identifying non-FINRA members that
Securities. FINRA proposes to require proposed rule been in place.19 The total are parties to reported transactions in
ATSs to identify such non-FINRA trading volume of the six ATSs against U.S. Treasury Securities and engaged in
members on TRACE transaction reports non-FINRA member subscribers discussions with ATSs and other
to enhance the quality of the accounted for more than 99.9% of stakeholders. One alternative
information available to FINRA and the trading by non-FINRA member considered was to require each ATS to
official sector on transactions in U.S. subscribers across all ATSs. provide a monthly list of all of its non-
Treasury Securities. FINRA reached out to several ATSs to FINRA member subscribers and identify
(b) Economic Baseline inquire about the potential sources of each of its customers on TRACE reports
costs. ATSs that are most active in for U.S. Treasury Securities. This
As discussed above, FINRA members trading of U.S. Treasury Securities with approach, which would cover the
have been reporting transaction non-FINRA members, and hence may broadest range of subscribers, would
information on U.S. Treasury Securities have volumes at or above the proposed identify all of an ATS’s subscribers
to TRACE since July 10, 2017 and such volume threshold, may potentially need regardless of the ATS’s amount of
information is used solely for FINRA to update the existing systems or build trading activity. Another alternative
and official sector use. Since then, a new systems and develop protocols in considered was to require each ATS to
majority of the trades in this market can order to provide FINRA with a list of all provide FINRA with its order book
be attributed to non-FINRA members. non-FINRA member subscribers, obtain information, including providing each
Current TRACE reporting a corresponding list of MPIDs from customer’s order book activity rather
requirements enable FINRA to identify FINRA, and use the assigned MPIDs in than identifying individual customers
the ATS on which a transaction occurs TRACE reporting. FINRA understands on TRACE trade reports. FINRA would
as well as the other members that are that the proposed requirement would then link the order book information to
parties to those transactions. However, also entail quality assurance testing the trade reports. Like the first option,
FINRA does not have similar insight relating to identifying clients and this alternative would provide FINRA
into the identity of the non-FINRA matching the assigned MPIDs with the with complete insight into each
members that are parties to transactions client list. customer’s activity on the ATS;
on ATSs because such participants are FINRA also considered the potential however, FINRA would be compiling
identified as either a customer or a non- impacts of the proposed identification the transaction data from the order book
member affiliate. requirement on non-FINRA member information submitted by ATSs, rather
subscribers. To the extent that such than having the ATSs identify
The proposed rule change would participants prefer avoiding customers when reporting to TRACE.
apply to ATSs that report transactions identification in TRACE reporting, they However, the analysis of the
in U.S. Treasury Securities to TRACE. may shift some or all of their trading transaction data and careful
As mentioned in FINRA’s filing that activity to other ATSs that are below the consideration of the trade-offs between
required the reporting of U.S. Treasury threshold. Non-FINRA member the costs associated with collecting
Securities transactions to TRACE, ‘‘[t]he subscribers may also incur search costs transaction or order book information
amozie on DSK3GDR082PROD with NOTICES1
Treasury cash market has been from each ATS and the incremental
bifurcated between the inter-dealer 18 See Securities Exchange Act Release No. 78359 value the information brings to the
market, in which dealers trade with one (July 19, 2016), 81 FR 48465 (July 25, 2016) (Notice surveillance program, concluded that
another, and the dealer-to-customer of Filing of File No. SR–FINRA–2016–027). the proposed approach would cover a
19 The six ATSs had transaction volume of more
market, where customers may include significant amount of non-FINRA
than $10 billion in par value in all of the months
asset managers, pension funds, in our sample period, while the remaining 11 ATSs member customer activity, and enhance
insurance companies, and never reached the threshold in any of the months. the quality of the information available
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![Federal Register / Vol. 83, No. 114 / Wednesday, June 13, 2018 / Notices 27647
to FINRA and the official sector on those that may be withheld from the section2459@state.gov). The mailing
transactions in U.S. Treasury Securities. public in accordance with the address is U.S. Department of State,
provisions of 5 U.S.C. 552, will be L/PD, SA–5, Suite 5H03, Washington,
C. Self-Regulatory Organization’s
available for website viewing and DC 20522–0505.
Statement on Comments on the
printing in the Commission’s Public SUPPLEMENTARY INFORMATION: The
Proposed Rule Change Received From Reference Room, 100 F Street NE,
Members, Participants, or Others foregoing determinations were made
Washington, DC 20549, on official pursuant to the authority vested in me
Written comments were neither business days between the hours of by the Act of October 19, 1965 (79 Stat.
solicited nor received. 10:00 a.m. and 3:00 p.m. Copies of such 985; 22 U.S.C. 2459), E.O. 12047 of
III. Date of Effectiveness of the filing also will be available for March 27, 1978, the Foreign Affairs
Proposed Rule Change and Timing for inspection and copying at the principal Reform and Restructuring Act of 1998
Commission Action office of FINRA. All comments received (112 Stat. 2681, et seq.; 22 U.S.C. 6501
will be posted without change. Persons note, et seq.), Delegation of Authority
Within 45 days of the date of submitting comments are cautioned that No. 234 of October 1, 1999, and
publication of this notice in the Federal we do not redact or edit personal Delegation of Authority No. 236–3 of
Register or within such longer period (i) identifying information from comment August 28, 2000.
as the Commission may designate up to submissions. You should submit only
90 days of such date if it finds such Marie Therese Porter Royce,
information that you wish to make
longer period to be appropriate and available publicly. All submissions Assistant Secretary for Educational and
publishes its reasons for so finding or Cultural Affairs, Department of State.
should refer to File Number SR–FINRA–
(ii) as to which the self-regulatory 2018–023, and should be submitted on [FR Doc. 2018–12720 Filed 6–12–18; 8:45 am]
organization consents, the Commission or before July 5, 2018. BILLING CODE 4710–05–P
will:
(A) By order approve or disapprove For the Commission, by the Division of
Trading and Markets, pursuant to delegated DEPARTMENT OF STATE
such proposed rule change, or authority.20
(B) institute proceedings to determine [Public Notice: 10452]
Eduardo A. Aleman,
whether the proposed rule change
Assistant Secretary.
should be disapproved. Notice of Determinations; Culturally
[FR Doc. 2018–12648 Filed 6–12–18; 8:45 am]
IV. Solicitation of Comments Significant Object Imported for
BILLING CODE 8011–01–P Exhibition Determinations: Exhibition
Interested persons are invited to of the ‘‘Wagner Garden Carpet’’
submit written data, views, and
arguments concerning the foregoing, DEPARTMENT OF STATE SUMMARY: Notice is hereby given of the
including whether the proposed rule following determinations: I hereby
[Public Notice: 10447] determine that a certain object, entitled
change is consistent with the Act.
Comments may be submitted by any of the ‘‘Wagner Garden Carpet,’’ to be
Notice of Determinations; Culturally
the following methods: exhibited in the Department of Islamic
Significant Objects Imported for
Art of The Metropolitan Museum of Art
Electronic Comments Exhibition Determinations: ‘‘Truth and
and at the Museum of Fine Arts,
Beauty: The Pre-Raphaelites and the
• Use the Commission’s internet Old Masters’’ Exhibition
Houston, and imported from abroad for
comment form (http://www.sec.gov/ temporary exhibition within the United
rules/sro.shtml); or SUMMARY: Notice is hereby given of the States, is of cultural significance. The
• Send an email to rule-comments@ following determinations: I hereby object is imported pursuant to loan
sec.gov. Please include File Number SR– determine that certain objects to be agreements with the foreign owner or
FINRA–2018–023 on the subject line. included in the exhibition ‘‘Truth and custodian. I also determine that the
Beauty: The Pre-Raphaelites and the Old exhibition or display of the exhibit
Paper Comments Masters,’’ imported from abroad for object at The Metropolitan Museum of
• Send paper comments in triplicate temporary exhibition within the United Art, New York, New York, from on or
to Secretary, Securities and Exchange States, are of cultural significance. The about July 10, 2018, until on or about
Commission, 100 F Street NE, objects are imported pursuant to loan October 7, 2018, at the Museum of Fine
Washington, DC 20549–1090. agreements with the foreign owners or Arts, Houston, in Houston, Texas, from
All submissions should refer to File custodians. I also determine that the on or about November 2, 2018, until on
Number SR–FINRA–2018–023. This file exhibition or display of the exhibit or about March 24, 2019, and at possible
number should be included on the objects at the Fine Arts Museums of San additional exhibitions or venues yet to
subject line if email is used. To help the Francisco, Legion of Honor Museum, be determined, is in the national
Commission process and review your San Francisco, California, from on or interest. I have ordered that Public
comments more efficiently, please use about June 30, 2018, until on or about Notice of these determinations be
only one method. The Commission will September 30, 2018, and at possible published in the Federal Register.
post all comments on the Commission’s additional exhibitions or venues yet to FOR FURTHER INFORMATION CONTACT: Julie
internet website (http://www.sec.gov/ be determined, is in the national Simpson, Attorney-Adviser, Office of
rules/sro.shtml). Copies of the interest. I have ordered that Public the Legal Adviser, U.S. Department of
submission, all subsequent Notice of these determinations be State (telephone: 202–632–6471; email:
amozie on DSK3GDR082PROD with NOTICES1
amendments, all written statements published in the Federal Register. section2459@state.gov). The mailing
with respect to the proposed rule FOR FURTHER INFORMATION CONTACT: Julie address is U.S. Department of State, L/
change that are filed with the Simpson, Attorney-Adviser, Office of PD, SA–5, Suite 5H03, Washington, DC
Commission, and all written the Legal Adviser, U.S. Department of 20522–0505.
communications relating to the State (telephone: 202–632–6471; email: SUPPLEMENTARY INFORMATION: The
proposed rule change between the foregoing determinations were made
Commission and any person, other than 2017 CFR 200.30–3(a)(12). pursuant to the authority vested in me
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Document Created: 2018-06-12 23:59:07
Document Modified: 2018-06-12 23:59:07
| 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 27643 |
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