83_FR_48669 83 FR 48483 - Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Equity Rule 6950 Series Concerning the Order Audit Trail System To Make Conforming and Technical Changes

83 FR 48483 - Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Equity Rule 6950 Series Concerning the Order Audit Trail System To Make Conforming and Technical Changes

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 186 (September 25, 2018)

Page Range48483-48486
FR Document2018-20898

Federal Register, Volume 83 Issue 186 (Tuesday, September 25, 2018)
[Federal Register Volume 83, Number 186 (Tuesday, September 25, 2018)]
[Notices]
[Pages 48483-48486]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-20898]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84227; File No. SR-BX-2018-045]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the Equity 
Rule 6950 Series Concerning the Order Audit Trail System To Make 
Conforming and Technical Changes

September 20, 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 September 12, 2018, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange filed the proposal as 
a ``non-controversial'' rule change pursuant to Section 19(b)(3)(A) of 
the Act \3\ and Rule 19b-4(f)(6) thereunder.\4\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to the [sic] Rule 6950 Series concerning the 
Order Audit Trail System to make conforming and technical changes.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqbx.cchwallstreet.com/, at the principal office 
of the Exchange, 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, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is proposing to amend the Equity Rule 6950 Series \5\ 
concerning the Order Audit Trail System to: (1) Renumber the whole 
Equity Rule 6950 Series to conform it to the numbering convention used 
by the Nasdaq Stock Market LLC (``Nasdaq'') and FINRA; (2) amend Equity 
Rule 7410A to expand two exemptions and to make technical changes to 
text under the Rule; (3) delete inapplicable text from Equity Rules 
7430A, 7440A and 7450A and make other conforming changes to these 
Rules; (4) reorganize rule text under Equity Rule 7450A; (5) delete 
current Equity Rules 6957and 6958.
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    \5\ The term ``Equity Rules'' means the numbered rules set forth 
in the Exchange Manual denominated as the 0100, 1000, 2000, 3000, 
4000, 5000, 6000, 7000, 8000, 9000, 10000, and 11000 Series Rules. 
See Equity Rule 0120(p). The Exchange is proposing to make it clear 
in the proposed rules that references to rules of the Exchange are 
``Equity Rules.''
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    The Exchange's Equity Rule 6950 Series imposes an obligation on 
Exchange members to record in electronic form and report to FINRA on a 
daily basis certain information with respect to orders originated, 
received, transmitted, modified, canceled, or executed by members in 
Nasdaq- and Exchange-listed stocks. FINRA's Order Audit Trail System 
(``OATS'') captures this order information and integrates it with quote 
and transaction information to create a time-sequenced record of 
orders, quotes, and transactions. This information is used by FINRA 
staff to conduct surveillance and investigations of members for 
potential violation of Exchange rules and federal securities laws.
    The Exchange adopted the Equity Rule 6950 Series to copy Nasdaq and 
FINRA OATS rules, where appropriate. As a general principle, the 
Exchange endeavors to keep its rules worded and structured as closely 
as possible to the FINRA rules on which they are based, including 
FINRA's OATS rules under its Rule 7000 Series. In instances where the 
FINRA rules are inapplicable to the Exchange, such as FINRA Rule 
7410(o)(2), which concerns an exception to the definition of a 
Reporting Member relating to members operating on equities floors, the 
Exchange has not copied those FINRA rules. Generally, the Exchange also 
seeks to keep the Equity Rule 6950 Series consistent with Nasdaq's Rule 
7400A Series, which should also be materially identical to the related 
rules of the Exchange. The proposed changes will harmonize Exchange 
rules with analogous Nasdaq and FINRA rules, which have been amended 
since the Exchange first adopted its rules.
First Change
    The Exchange is proposing to renumber the Equity Rule 6950 Series 
to a new Equity Rule 7000A Series, which is identical to how Nasdaq 
presents its OATS rules. This will allow the Exchange's OATS rules to 
follow the numbering convention used by Nasdaq and FINRA. Like Nasdaq, 
the Exchange is proposing to add an ``A'' to each of the rules so that 
they do not conflict with the existing Equity Rule 7000 Series within 
the Exchange's rule book yet also follow FINRA's numbering convention. 
FINRA's OATS rules are under the FINRA Rule 7400 Series and individual 
rule numbers align with those of Nasdaq's OATS rules and those proposed 
by the Exchange. As part of this change, the Exchange is also updating 
references to rules in the Equity Rule 6950 Series to the renumbered 
rules in the Equity Rule 7000A Series. Relatedly, the Exchange is 
correcting citations in Equity Rules 7430A, 7440A, and 7450A that 
currently reference NASD rule [sic] that have been renumbered as FINRA 
rules.

[[Page 48484]]

Second Change
    The Exchange is amending Equity Rule 7410A to conform it to the 
rules of Nasdaq. The Exchange is proposing to add new text as paragraph 
(a) noting that terms used in the Rule have the same meanings as are 
ascribed to those terms in the Exchange's By-Laws and in its other 
rules, unless otherwise noted, which is identical to Nasdaq's Rule 
7410A. Consequently, the Exchange is renumbering current paragraphs 
(a)-(n) as paragraphs (b)-(o). The Exchange is also amending Equity 
Rule 7410A to make technical changes that harmonize the definitions of 
``Electronic Communication Network,'' ``Index Arbitrage Trade,'' 
``Intermarket Sweep Order,'' and ``Program Trade'' with the definitions 
of those terms in the Nasdaq Rules.\6\
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    \6\ The Exchange is not adopting the definition of ``NMS Stock'' 
found under Nasdaq Rule 7410A(j). The term is not used in the BX 
OATS rules. In addition, the term is not used in the Nasdaq OATS 
rules. The term is used in FINRA Rule 7410(k) defining ``Order Audit 
Trail System,'' whereas BX and Nasdaq instead reference Exchange and 
Nasdaq listed securities under Equity Rule 7410A(k) and Nasdaq 
listed securities under Nasdaq Rule 7410A(l).
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    The Exchange is also proposing to adopt the same limited exemption 
from OATS order data recordation requirements provided under Nasdaq 
Rule 7410A(k) for BX members that are registered market makers in 
standardized options on any market. Equity Rule 7410A(j) defines the 
term ``Order'' and provides a limited exemption from the definition for 
a proprietary transaction originated by a trading desk in the ordinary 
course of a member's market making activities. The Exchange is 
proposing to adopt a second limited exemption currently available under 
Nasdaq's analogous definition of ``Order.'' \7\ That limited exemption 
excludes from the definition of an ``Order'' a bona fide hedge 
transaction involving a Nasdaq-listed equity security originated by a 
trading desk in the ordinary course of the member's options market 
making activities.\8\ As noted by Nasdaq in adopting the exemption, 
OATS was designed to provide an accurate, time-sequenced record of 
orders and transactions, beginning with the receipt of an equity order 
at the first point of contact between the broker-dealer and the 
customer or counterparty and further documenting the life of the equity 
order through the process of execution.\9\ The proposed rule change 
does not impact the customer protection orientation of OATS since, by 
definition, bona fide hedging transactions in equity securities that 
are undertaken by options market makers do not involve customer orders 
in those equity securities. Rather, bona fide hedging transactions in 
equity securities are undertaken by an options market maker to hedge 
against the firm risk that it creates through its conduct as a 
registered options market maker. Accordingly, submitting bona fide 
hedging transactions to OATS recording requirements provides no 
customer protection or equivalent regulatory benefit. It is also very 
expensive for firms that are not currently FINRA members or that do not 
currently trade Exchange or Nasdaq equities to develop and maintain the 
compliance systems and compliance staff required to continuously 
monitor the daily transmission of OATS data. For these reasons, the 
Exchange is proposing to adopt such an exemption, available to its 
options market makers.
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    \7\ See Nasdaq Rule 7410A(k).
    \8\ The Exchange notes that Nasdaq capitalizes the term ``Bona 
Fide Hedge Transaction'' in Nasdaq Rule 7410A(k), although the term 
is not defined in Nasdaq's rules. The Exchange believes that 
capitalizing the term was an error and is therefore not capitalizing 
the term in Equity Rule 7410A(k).
    \9\ See Securities Exchange Act Release No. 59369 (February 6, 
2009), 74 FR 7278 (February 13, 2009) (SR-NASDAQ-2008-097).
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    The Exchange is proposing to amend Equity Rule 7410A(n)(1) to 
harmonize the rule with FINRA Rule 7410(o)(1)(A) and Nasdaq Rule 
7410A(o)(1)(A). Equity Rule 7410A(n) defines a ``Reporting Member'' as 
a member that receives or originates an order and has an obligation to 
record and report information under Equity Rules 7440A and 7450A. The 
Rule also provides an exception to the general definition of a 
``Reporting Member'' if the member meets four conditions.\10\ The first 
condition in subparagraph (n)(1), which is the only condition at issue 
in this proposal, is that currently the member engages in a non-
discretionary order routing process, pursuant to which it immediately 
routes, by electronic or other means, all of its orders to a single 
receiving Reporting Member. On May 12, 2014, FINRA amended FINRA Rule 
7410(o)(1)(A) to allow a member to satisfy this condition by permitting 
a member to alternatively route its orders to two receiving Reporting 
Members, if two related requirements were met.\11\ First, the orders 
must be routed by the member to each receiving Reporting Member on a 
pre-determined schedule approved by FINRA. Second, the FINRA member's 
orders must be routed to two receiving Reporting Members pursuant to 
the schedule for a time period not to exceed one year. Under FINRA's 
rule as amended, FINRA members may continue to rely on the exception 
from the definition of Reporting Member if it [sic] routes all of its 
[sic] orders to a single Reporting Member, provided the other 
conditions of the exception are met. Consequently, BX is also keeping 
its existing single receiving Reporting Member exception and adding a 
second exception for two receiving Reporting Members. FINRA noted in 
adopting the change that the rule was intended to accommodate 
introducing firms that transition to a different clearing firm over 
time and, during the transition, route their orders [sic] two different 
clearing firms, both of which report the introducing firm's information 
to OATS during the transition time. Nasdaq recently amended its rule to 
incorporate this change.\12\ The Exchange believes that this additional 
limited exception is appropriate for its members, which likewise may 
encounter a transition to a different clearing firm whereby a member 
would no longer be eligible for the exception to the definition of 
Reporting Member. Accordingly, the Exchange is proposing to adopt the 
FINRA rule text under Equity Rule 7410A(n)(1)(B).
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    \10\ The four conditions are provided under Equity Rules 
7410A(n)(1)-(4).
    \11\ See Securities Exchange Act Release No. 72191 (May 20, 
2014), 79 FR 30219 (May 27, 2014) (SR-FINRA-2014-024).
    \12\ See Securities Exchange Act Release No. 83115 (April 26, 
2018), 83 FR 19384 (May 2, 2018) (SR-NASDAQ-2018-030).
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Third Change
    The Exchange is proposing to amend Equity Rules 7430A(a), 7440A(a) 
and 7450A(a) to delete text concerning FINRA's process of transitioning 
certain NASD rules into a new FINRA rulebook because this transition 
period has ended and the text is obsolete. The Exchange is also 
proposing to make technical changes that update citations to the 
appropriate FINRA rules under Equity Rules 7430A(a), 7440A(a) and 
7450A(a).\13\ Consistent with Nasdaq Rule 7440A(d)(2), the Exchange is 
proposing to add new Equity Rule 7440A(d)(2), which provides that 
references to FINRA Rules 5320, 7440, and 7450 shall be construed as 
references to Equity Rules IM-2110-2, 7440A, and 7450A, respectively. 
Last, the Exchange is making minor clarifying changes under Equity 
Rules 7440A(d)(1) and (2) to make it clear that certain rules

[[Page 48485]]

noted thereunder are references to FINRA rules.
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    \13\ The Exchange notes that Rule 7450A(b) requires both 
Proprietary Trading Firms as well as their associated persons to 
comply with FINRA Rule 7450 in limited circumstances, whereas 
Nasdaq's Rule 7450A only requires compliance by Proprietary Trading 
Firms. The Exchange believes that this is an omission in the Nasdaq 
rule and is accordingly not adjusting the Exchange rule.
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Fourth Change
    The Exchange is proposing to delete paragraph (c) from current 
Equity Rule 6954 (which will be renumbered Equity Rule 7440A and 
paragraph (d) from current Equity Rule 6955 (which will be renumbered 
Equity Rule 7450A), and move the text to Equity Rules 7440A(a) and 
7450A(a), respectively, with minor technical differences to correct 
citations.\14\ The Rules explain that the Exchange and FINRA are 
parties to the FINRA Regulatory Contract, pursuant to which FINRA has 
agreed to perform certain functions on behalf of the Exchange. The 
Rules also note that members are complying with current Equity Rules 
6954 and 6955 by complying with NASD Rules 6954 and 6955, respectively. 
Nasdaq places the same text as current Equity Rules 6954(d) and 6955(d) 
under Nasdaq Rules 7440A(a) and 7450A(a), respectively. Thus, the 
Exchange is moving the text, as amended, under Equity Rules 7440A(a) 
and 7450A(a). As a consequence, the Exchange is changing the lettering 
of paragraphs (d) and (e) of current Equity Rule 6954 to paragraphs (c) 
and (d), respectively, of Equity Rule 7440A, and the lettering of 
paragraph (e) of current Equity Rule 6955 to paragraph (d) of Equity 
Rule 7450A.
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    \14\ The Exchange is not including text from current Equity 
Rules 6954(c) and 6955(d), which notes that members are complying 
with these rules by complying with the related FINRA rules, in 
Equity Rules 7440A(a) and 7450A(a). The Exchange believes these 
sentences are duplicative of the first sentence of Equity Rules 
7440A(a) and 7450A(a). The Exchange notes that Nasdaq's Rules 
7440A(a) and 7450A(a) include this duplicative text.
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Fifth Change
    The Exchange is proposing to delete current Equity Rules 6957 and 
6958. Equity Rule 6957 concerns compliance with NASD Rule 6954. NASD 
Rule 6954 provided the effective dates of requirements of the Order 
Audit Trail System, all of which have passed. FINRA has deleted NASD 
Rule 6954 and consequently, the Exchange is proposing to delete Equity 
Rule 6957.
    The Exchange is proposing to delete current Equity Rule 6958, which 
will be renumbered Equity Rule 7470A and held in reserve. Current 
Equity Rule 6958 provided an exemption from the order recording and 
data transmission requirements of current Equity Rules 6954 and 6955, 
which are OATS rules applicable to manual orders. The exemption has not 
been requested by any Exchange member to date and the Exchange does not 
believe that Exchange members are likely to need the exemption, since 
the vast majority of such members to which the rule applies are 
electronic proprietary trading firms that would not qualify for the 
exemption.\15\ Thus, the Exchange is proposing to eliminate the rule 
text under Equity Rule 6958 from its rule book, renumber the rule to 
Equity Rule 7470A, and hold the rule in reserve.
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    \15\ The Exchange notes that Nasdaq does not have an analogous 
rule, having eliminated similar text recently for the same reasons. 
See note 10 [sic], supra.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\16\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\17\ 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 harmonizing the Exchange's OATS rules with those of FINRA, 
on which they are based, and with those of Nasdaq, which they should 
largely match. Consequently, the proposed change will conform Exchange 
Rules to changes made to corresponding FINRA and Nasdaq rules, thus 
promoting consistent regulatory standards with respect to rules that 
FINRA enforces pursuant to its Regulatory Services Agreements with the 
Exchange and Nasdaq. With respect to the proposed amendment to Equity 
Rule 7410A(n)(1), the exemption will provide Exchange members with the 
same flexibility to transition to a new clearing firm that both Nasdaq 
and FINRA members currently enjoy. The rule is intended to accommodate 
introducing firms that transition to a different clearing firm over 
time and, during the transition, route their orders to two different 
clearing firms, both of which report the introducing firm's information 
to OATS during the transition time. Adopting the new and amended rule 
text under Equity Rule 7410A will also align the Exchange rulebook with 
Nasdaq's and FINRA's, thereby reducing complexity from FINRA's work 
under a regulatory services agreement with the Exchange.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that adopting the new limited exception to 
the definition of ``Order'' is consistent with the Act because it 
provides a very narrow exemption from reporting transactions that are 
done to manage risk and facilitate options market making. Bona fide 
hedging transactions in equity securities that are undertaken by 
options market makers do not involve customer orders in those equity 
securities and thus do not implicate customer protection issues. 
Moreover, information regarding bona fide hedging transactions retained 
by a registered BX Options Market market maker is otherwise available 
to FINRA and BX Regulation through the Exchange's electronic delivery 
systems, upon request. This information includes trade reporting data, 
including order time and sales data captured by the Exchange system.
    With respect to the proposed technical corrections to the rules, 
the Exchange believes that these changes are consistent with the Act 
because they will prevent investor confusion that may be caused by 
including in the Rules incorrect rule citations, defunct rule text and 
expired exemptions.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change align 
[sic] the Exchange's rules with those of Nasdaq and FINRA, which will 
assist FINRA in its oversight work done pursuant to a regulatory 
services agreement. The proposed changes also provide uniform standards 
with which market participants must comply. Consequently, the Exchange 
does not believe that the proposed changes implicate competition at 
all.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the 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 prior to 
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 \18\ and Rule 19b-4(f)(6) 
thereunder.\19\
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 17 CFR 240.19b-4(f)(6). 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, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.

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[[Page 48486]]

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BX-2018-045 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-BX-2018-045. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-BX-2018-045 and should be submitted on 
or before October 16, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
Brent J. Fields,
Secretary.
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    \20\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2018-20898 Filed 9-24-18; 8:45 am]
BILLING CODE 8011-01-P



                                                                         Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices                                         48483

                                               certified that, in his opinion, one or                  publishing this notice to solicit                     respect to orders originated, received,
                                               more of the exemptions set forth in 5                   comments on the proposed rule change                  transmitted, modified, canceled, or
                                               U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B)             from interested persons.                              executed by members in Nasdaq- and
                                               and (10) and 17 CFR 200.402(a)(3),                                                                            Exchange-listed stocks. FINRA’s Order
                                                                                                       I. Self-Regulatory Organization’s
                                               (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and                                                                Audit Trail System (‘‘OATS’’) captures
                                                                                                       Statement of the Terms of Substance of
                                               (a)(10), permit consideration of the                                                                          this order information and integrates it
                                                                                                       the Proposed Rule Change
                                               scheduled matters at the closed meeting.                                                                      with quote and transaction information
                                                  Commissioner Peirce, as duty officer,                   The Exchange proposes to the [sic]                 to create a time-sequenced record of
                                               voted to consider the items listed for the              Rule 6950 Series concerning the Order                 orders, quotes, and transactions. This
                                               closed meeting in closed session.                       Audit Trail System to make conforming                 information is used by FINRA staff to
                                                  The subject matters of the closed                    and technical changes.                                conduct surveillance and investigations
                                               meeting will be:                                           The text of the proposed rule change               of members for potential violation of
                                                  Institution and settlement of                        is available on the Exchange’s website at             Exchange rules and federal securities
                                               injunctive actions;                                     http://nasdaqbx.cchwallstreet.com/, at                laws.
                                                  Institution and settlement of                        the principal office of the Exchange, and                The Exchange adopted the Equity
                                               administrative proceedings;                             at the Commission’s Public Reference                  Rule 6950 Series to copy Nasdaq and
                                                  Resolution of litigation claims; and                 Room.                                                 FINRA OATS rules, where appropriate.
                                                  Other matters relating to enforcement                                                                      As a general principle, the Exchange
                                               proceedings.                                            II. Self-Regulatory Organization’s
                                                                                                       Statement of the Purpose of, and                      endeavors to keep its rules worded and
                                                  At times, changes in Commission                                                                            structured as closely as possible to the
                                               priorities require alterations in the                   Statutory Basis for, the Proposed Rule
                                                                                                       Change                                                FINRA rules on which they are based,
                                               scheduling of meeting items.                                                                                  including FINRA’s OATS rules under its
                                               CONTACT PERSON FOR MORE INFORMATION:                       In its filing with the Commission, the             Rule 7000 Series. In instances where the
                                               For further information and to ascertain                Exchange included statements                          FINRA rules are inapplicable to the
                                               what, if any, matters have been added,                  concerning the purpose of and basis for               Exchange, such as FINRA Rule
                                               deleted or postponed; please contact                    the proposed rule change and discussed                7410(o)(2), which concerns an exception
                                               Brent J. Fields from the Office of the                  any comments it received on the                       to the definition of a Reporting Member
                                               Secretary at (202) 551–5400.                            proposed rule change. The text of these               relating to members operating on
                                                 Dated: September 20, 2018.                            statements may be examined at the                     equities floors, the Exchange has not
                                               Brent J. Fields,                                        places specified in Item IV below. The                copied those FINRA rules. Generally,
                                               Secretary.
                                                                                                       Exchange has prepared summaries, set                  the Exchange also seeks to keep the
                                                                                                       forth in sections A, B, and C below, of               Equity Rule 6950 Series consistent with
                                               [FR Doc. 2018–20899 Filed 9–21–18; 11:15 am]
                                                                                                       the most significant aspects of such                  Nasdaq’s Rule 7400A Series, which
                                               BILLING CODE 8011–01–P
                                                                                                       statements.                                           should also be materially identical to
                                                                                                       A. Self-Regulatory Organization’s                     the related rules of the Exchange. The
                                               SECURITIES AND EXCHANGE                                 Statement of the Purpose of, and                      proposed changes will harmonize
                                               COMMISSION                                              Statutory Basis for, the Proposed Rule                Exchange rules with analogous Nasdaq
                                                                                                       Change                                                and FINRA rules, which have been
                                               [Release No. 34–84227; File No. SR–BX–                                                                        amended since the Exchange first
                                               2018–045]                                               1. Purpose                                            adopted its rules.
                                               Self-Regulatory Organizations; Nasdaq                      The Exchange is proposing to amend                 First Change
                                               BX, Inc.; Notice of Filing and                          the Equity Rule 6950 Series 5 concerning
                                                                                                       the Order Audit Trail System to: (1)                     The Exchange is proposing to
                                               Immediate Effectiveness of Proposed                                                                           renumber the Equity Rule 6950 Series to
                                               Rule Change To Amend the Equity                         Renumber the whole Equity Rule 6950
                                                                                                       Series to conform it to the numbering                 a new Equity Rule 7000A Series, which
                                               Rule 6950 Series Concerning the Order                                                                         is identical to how Nasdaq presents its
                                               Audit Trail System To Make                              convention used by the Nasdaq Stock
                                                                                                       Market LLC (‘‘Nasdaq’’) and FINRA; (2)                OATS rules. This will allow the
                                               Conforming and Technical Changes                                                                              Exchange’s OATS rules to follow the
                                                                                                       amend Equity Rule 7410A to expand
                                               September 20, 2018.                                                                                           numbering convention used by Nasdaq
                                                                                                       two exemptions and to make technical
                                                  Pursuant to Section 19(b)(1) of the                                                                        and FINRA. Like Nasdaq, the Exchange
                                                                                                       changes to text under the Rule; (3)
                                               Securities Exchange Act of 1934                                                                               is proposing to add an ‘‘A’’ to each of
                                                                                                       delete inapplicable text from Equity
                                               (‘‘Act’’),1 and Rule 19b–4 thereunder,2                                                                       the rules so that they do not conflict
                                                                                                       Rules 7430A, 7440A and 7450A and
                                               notice is hereby given that on                                                                                with the existing Equity Rule 7000
                                                                                                       make other conforming changes to these
                                               September 12, 2018, Nasdaq BX, Inc.                                                                           Series within the Exchange’s rule book
                                                                                                       Rules; (4) reorganize rule text under
                                               (‘‘BX’’ or ‘‘Exchange’’) filed with the                                                                       yet also follow FINRA’s numbering
                                                                                                       Equity Rule 7450A; (5) delete current
                                               Securities and Exchange Commission                                                                            convention. FINRA’s OATS rules are
                                                                                                       Equity Rules 6957and 6958.
                                               (‘‘Commission’’) the proposed rule                                                                            under the FINRA Rule 7400 Series and
                                                                                                          The Exchange’s Equity Rule 6950
                                               change as described in Items I and II                                                                         individual rule numbers align with
                                                                                                       Series imposes an obligation on
                                               below, which Items have been prepared                                                                         those of Nasdaq’s OATS rules and those
                                                                                                       Exchange members to record in
                                               by the Exchange. The Exchange filed the                                                                       proposed by the Exchange. As part of
                                                                                                       electronic form and report to FINRA on
                                               proposal as a ‘‘non-controversial’’ rule                                                                      this change, the Exchange is also
                                                                                                       a daily basis certain information with
                                               change pursuant to Section 19(b)(3)(A)                                                                        updating references to rules in the
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                                               of the Act 3 and Rule 19b–4(f)(6)                         5 The term ‘‘Equity Rules’’ means the numbered      Equity Rule 6950 Series to the
                                               thereunder.4 The Commission is                          rules set forth in the Exchange Manual                renumbered rules in the Equity Rule
                                                                                                       denominated as the 0100, 1000, 2000, 3000, 4000,      7000A Series. Relatedly, the Exchange is
                                                 1 15
                                                                                                       5000, 6000, 7000, 8000, 9000, 10000, and 11000        correcting citations in Equity Rules
                                                      U.S.C. 78s(b)(1).                                Series Rules. See Equity Rule 0120(p). The
                                                 2 17 CFR 240.19b–4.                                   Exchange is proposing to make it clear in the
                                                                                                                                                             7430A, 7440A, and 7450A that currently
                                                 3 15 U.S.C. 78s(b)(3)(A).
                                                                                                       proposed rules that references to rules of the        reference NASD rule [sic] that have been
                                                 4 17 CFR 240.19b–4(f)(6).                             Exchange are ‘‘Equity Rules.’’                        renumbered as FINRA rules.


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                                               48484                     Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices

                                               Second Change                                           through the process of execution.9 The                to the schedule for a time period not to
                                                  The Exchange is amending Equity                      proposed rule change does not impact                  exceed one year. Under FINRA’s rule as
                                               Rule 7410A to conform it to the rules of                the customer protection orientation of                amended, FINRA members may
                                               Nasdaq. The Exchange is proposing to                    OATS since, by definition, bona fide                  continue to rely on the exception from
                                               add new text as paragraph (a) noting                    hedging transactions in equity securities             the definition of Reporting Member if it
                                               that terms used in the Rule have the                    that are undertaken by options market                 [sic] routes all of its [sic] orders to a
                                               same meanings as are ascribed to those                  makers do not involve customer orders                 single Reporting Member, provided the
                                               terms in the Exchange’s By-Laws and in                  in those equity securities. Rather, bona              other conditions of the exception are
                                               its other rules, unless otherwise noted,                fide hedging transactions in equity                   met. Consequently, BX is also keeping
                                               which is identical to Nasdaq’s Rule                     securities are undertaken by an options               its existing single receiving Reporting
                                               7410A. Consequently, the Exchange is                    market maker to hedge against the firm                Member exception and adding a second
                                               renumbering current paragraphs (a)–(n)                  risk that it creates through its conduct              exception for two receiving Reporting
                                               as paragraphs (b)–(o). The Exchange is                  as a registered options market maker.                 Members. FINRA noted in adopting the
                                               also amending Equity Rule 7410A to                      Accordingly, submitting bona fide                     change that the rule was intended to
                                                                                                       hedging transactions to OATS recording                accommodate introducing firms that
                                               make technical changes that harmonize
                                                                                                       requirements provides no customer                     transition to a different clearing firm
                                               the definitions of ‘‘Electronic
                                                                                                       protection or equivalent regulatory
                                               Communication Network,’’ ‘‘Index                                                                              over time and, during the transition,
                                                                                                       benefit. It is also very expensive for
                                               Arbitrage Trade,’’ ‘‘Intermarket Sweep                                                                        route their orders [sic] two different
                                                                                                       firms that are not currently FINRA
                                               Order,’’ and ‘‘Program Trade’’ with the                                                                       clearing firms, both of which report the
                                                                                                       members or that do not currently trade
                                               definitions of those terms in the Nasdaq                                                                      introducing firm’s information to OATS
                                                                                                       Exchange or Nasdaq equities to develop
                                               Rules.6                                                                                                       during the transition time. Nasdaq
                                                                                                       and maintain the compliance systems
                                                  The Exchange is also proposing to                                                                          recently amended its rule to incorporate
                                                                                                       and compliance staff required to
                                               adopt the same limited exemption from                                                                         this change.12 The Exchange believes
                                                                                                       continuously monitor the daily
                                               OATS order data recordation                                                                                   that this additional limited exception is
                                                                                                       transmission of OATS data. For these
                                               requirements provided under Nasdaq                                                                            appropriate for its members, which
                                                                                                       reasons, the Exchange is proposing to
                                               Rule 7410A(k) for BX members that are                                                                         likewise may encounter a transition to
                                                                                                       adopt such an exemption, available to
                                               registered market makers in                                                                                   a different clearing firm whereby a
                                                                                                       its options market makers.
                                               standardized options on any market.                        The Exchange is proposing to amend                 member would no longer be eligible for
                                               Equity Rule 7410A(j) defines the term                   Equity Rule 7410A(n)(1) to harmonize                  the exception to the definition of
                                               ‘‘Order’’ and provides a limited                        the rule with FINRA Rule 7410(o)(1)(A)                Reporting Member. Accordingly, the
                                               exemption from the definition for a                     and Nasdaq Rule 7410A(o)(1)(A). Equity                Exchange is proposing to adopt the
                                               proprietary transaction originated by a                 Rule 7410A(n) defines a ‘‘Reporting                   FINRA rule text under Equity Rule
                                               trading desk in the ordinary course of a                Member’’ as a member that receives or                 7410A(n)(1)(B).
                                               member’s market making activities. The                  originates an order and has an
                                               Exchange is proposing to adopt a second                                                                       Third Change
                                                                                                       obligation to record and report
                                               limited exemption currently available                   information under Equity Rules 7440A                     The Exchange is proposing to amend
                                               under Nasdaq’s analogous definition of                  and 7450A. The Rule also provides an
                                               ‘‘Order.’’ 7 That limited exemption                                                                           Equity Rules 7430A(a), 7440A(a) and
                                                                                                       exception to the general definition of a              7450A(a) to delete text concerning
                                               excludes from the definition of an                      ‘‘Reporting Member’’ if the member
                                               ‘‘Order’’ a bona fide hedge transaction                                                                       FINRA’s process of transitioning certain
                                                                                                       meets four conditions.10 The first                    NASD rules into a new FINRA rulebook
                                               involving a Nasdaq-listed equity                        condition in subparagraph (n)(1), which
                                               security originated by a trading desk in                                                                      because this transition period has ended
                                                                                                       is the only condition at issue in this                and the text is obsolete. The Exchange
                                               the ordinary course of the member’s                     proposal, is that currently the member
                                               options market making activities.8 As                                                                         is also proposing to make technical
                                                                                                       engages in a non-discretionary order                  changes that update citations to the
                                               noted by Nasdaq in adopting the                         routing process, pursuant to which it
                                               exemption, OATS was designed to                                                                               appropriate FINRA rules under Equity
                                                                                                       immediately routes, by electronic or                  Rules 7430A(a), 7440A(a) and
                                               provide an accurate, time-sequenced                     other means, all of its orders to a single
                                               record of orders and transactions,                                                                            7450A(a).13 Consistent with Nasdaq
                                                                                                       receiving Reporting Member. On May
                                               beginning with the receipt of an equity                                                                       Rule 7440A(d)(2), the Exchange is
                                                                                                       12, 2014, FINRA amended FINRA Rule
                                               order at the first point of contact                                                                           proposing to add new Equity Rule
                                                                                                       7410(o)(1)(A) to allow a member to
                                               between the broker-dealer and the                                                                             7440A(d)(2), which provides that
                                                                                                       satisfy this condition by permitting a
                                               customer or counterparty and further                                                                          references to FINRA Rules 5320, 7440,
                                                                                                       member to alternatively route its orders
                                               documenting the life of the equity order                                                                      and 7450 shall be construed as
                                                                                                       to two receiving Reporting Members, if
                                                                                                                                                             references to Equity Rules IM–2110–2,
                                                                                                       two related requirements were met.11
                                                  6 The Exchange is not adopting the definition of                                                           7440A, and 7450A, respectively. Last,
                                                                                                       First, the orders must be routed by the
                                               ‘‘NMS Stock’’ found under Nasdaq Rule 7410A(j).                                                               the Exchange is making minor clarifying
                                               The term is not used in the BX OATS rules. In           member to each receiving Reporting
                                                                                                                                                             changes under Equity Rules 7440A(d)(1)
                                               addition, the term is not used in the Nasdaq OATS       Member on a pre-determined schedule
                                                                                                                                                             and (2) to make it clear that certain rules
                                               rules. The term is used in FINRA Rule 7410(k)           approved by FINRA. Second, the FINRA
                                               defining ‘‘Order Audit Trail System,’’ whereas BX       member’s orders must be routed to two
                                               and Nasdaq instead reference Exchange and Nasdaq                                                                12 See Securities Exchange Act Release No. 83115
                                               listed securities under Equity Rule 7410A(k) and        receiving Reporting Members pursuant                  (April 26, 2018), 83 FR 19384 (May 2, 2018) (SR–
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                                               Nasdaq listed securities under Nasdaq Rule                                                                    NASDAQ–2018–030).
                                               7410A(l).                                                 9 See Securities Exchange Act Release No. 59369       13 The Exchange notes that Rule 7450A(b)
                                                  7 See Nasdaq Rule 7410A(k).                          (February 6, 2009), 74 FR 7278 (February 13, 2009)    requires both Proprietary Trading Firms as well as
                                                  8 The Exchange notes that Nasdaq capitalizes the     (SR–NASDAQ–2008–097).                                 their associated persons to comply with FINRA
                                                                                                         10 The four conditions are provided under Equity
                                               term ‘‘Bona Fide Hedge Transaction’’ in Nasdaq                                                                Rule 7450 in limited circumstances, whereas
                                               Rule 7410A(k), although the term is not defined in      Rules 7410A(n)(1)–(4).                                Nasdaq’s Rule 7450A only requires compliance by
                                               Nasdaq’s rules. The Exchange believes that                11 See Securities Exchange Act Release No. 72191    Proprietary Trading Firms. The Exchange believes
                                               capitalizing the term was an error and is therefore     (May 20, 2014), 79 FR 30219 (May 27, 2014) (SR–       that this is an omission in the Nasdaq rule and is
                                               not capitalizing the term in Equity Rule 7410A(k).      FINRA–2014–024).                                      accordingly not adjusting the Exchange rule.



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                                                                          Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices                                                      48485

                                               noted thereunder are references to                      Exchange members are likely to need                   in equity securities that are undertaken
                                               FINRA rules.                                            the exemption, since the vast majority of             by options market makers do not
                                                                                                       such members to which the rule applies                involve customer orders in those equity
                                               Fourth Change
                                                                                                       are electronic proprietary trading firms              securities and thus do not implicate
                                                  The Exchange is proposing to delete                  that would not qualify for the                        customer protection issues. Moreover,
                                               paragraph (c) from current Equity Rule                  exemption.15 Thus, the Exchange is                    information regarding bona fide hedging
                                               6954 (which will be renumbered Equity                   proposing to eliminate the rule text                  transactions retained by a registered BX
                                               Rule 7440A and paragraph (d) from                       under Equity Rule 6958 from its rule                  Options Market market maker is
                                               current Equity Rule 6955 (which will be                 book, renumber the rule to Equity Rule                otherwise available to FINRA and BX
                                               renumbered Equity Rule 7450A), and                      7470A, and hold the rule in reserve.                  Regulation through the Exchange’s
                                               move the text to Equity Rules 7440A(a)                                                                        electronic delivery systems, upon
                                               and 7450A(a), respectively, with minor                  2. Statutory Basis
                                                                                                                                                             request. This information includes trade
                                               technical differences to correct                           The Exchange believes that its                     reporting data, including order time and
                                               citations.14 The Rules explain that the                 proposal is consistent with Section 6(b)              sales data captured by the Exchange
                                               Exchange and FINRA are parties to the                   of the Act,16 in general, and furthers the            system.
                                               FINRA Regulatory Contract, pursuant to                  objectives of Section 6(b)(5) of the Act,17              With respect to the proposed
                                               which FINRA has agreed to perform                       in particular, in that it is designed to              technical corrections to the rules, the
                                               certain functions on behalf of the                      promote just and equitable principles of              Exchange believes that these changes
                                               Exchange. The Rules also note that                      trade, to remove impediments to and                   are consistent with the Act because they
                                               members are complying with current                      perfect the mechanism of a free and                   will prevent investor confusion that
                                               Equity Rules 6954 and 6955 by                           open market and a national market                     may be caused by including in the Rules
                                               complying with NASD Rules 6954 and                      system, and, in general to protect                    incorrect rule citations, defunct rule text
                                               6955, respectively. Nasdaq places the                   investors and the public interest, by                 and expired exemptions.
                                               same text as current Equity Rules                       harmonizing the Exchange’s OATS rules
                                               6954(d) and 6955(d) under Nasdaq                        with those of FINRA, on which they are                B. Self-Regulatory Organization’s
                                               Rules 7440A(a) and 7450A(a),                            based, and with those of Nasdaq, which                Statement on Burden on Competition
                                               respectively. Thus, the Exchange is                     they should largely match.                               The Exchange does not believe that
                                               moving the text, as amended, under                      Consequently, the proposed change will                the proposed rule change will impose
                                               Equity Rules 7440A(a) and 7450A(a). As                  conform Exchange Rules to changes                     any burden on competition not
                                               a consequence, the Exchange is                          made to corresponding FINRA and                       necessary or appropriate in furtherance
                                               changing the lettering of paragraphs (d)                Nasdaq rules, thus promoting consistent               of the purposes of the Act. The
                                               and (e) of current Equity Rule 6954 to                  regulatory standards with respect to                  proposed rule change align [sic] the
                                               paragraphs (c) and (d), respectively, of                rules that FINRA enforces pursuant to                 Exchange’s rules with those of Nasdaq
                                               Equity Rule 7440A, and the lettering of                 its Regulatory Services Agreements with               and FINRA, which will assist FINRA in
                                               paragraph (e) of current Equity Rule                    the Exchange and Nasdaq. With respect                 its oversight work done pursuant to a
                                               6955 to paragraph (d) of Equity Rule                    to the proposed amendment to Equity                   regulatory services agreement. The
                                               7450A.                                                  Rule 7410A(n)(1), the exemption will                  proposed changes also provide uniform
                                                                                                       provide Exchange members with the                     standards with which market
                                               Fifth Change
                                                                                                       same flexibility to transition to a new               participants must comply.
                                                 The Exchange is proposing to delete                   clearing firm that both Nasdaq and                    Consequently, the Exchange does not
                                               current Equity Rules 6957 and 6958.                     FINRA members currently enjoy. The                    believe that the proposed changes
                                               Equity Rule 6957 concerns compliance                    rule is intended to accommodate                       implicate competition at all.
                                               with NASD Rule 6954. NASD Rule 6954                     introducing firms that transition to a
                                               provided the effective dates of                                                                               C. Self-Regulatory Organization’s
                                                                                                       different clearing firm over time and,
                                               requirements of the Order Audit Trail                                                                         Statement on Comments on the
                                                                                                       during the transition, route their orders
                                               System, all of which have passed.                                                                             Proposed Rule Change Received From
                                                                                                       to two different clearing firms, both of
                                               FINRA has deleted NASD Rule 6954                                                                              Members, Participants, or Others
                                                                                                       which report the introducing firm’s
                                               and consequently, the Exchange is                       information to OATS during the                          No written comments were either
                                               proposing to delete Equity Rule 6957.                   transition time. Adopting the new and                 solicited or received.
                                                 The Exchange is proposing to delete                   amended rule text under Equity Rule
                                               current Equity Rule 6958, which will be                                                                       III. Date of Effectiveness of the
                                                                                                       7410A will also align the Exchange                    Proposed Rule Change and Timing for
                                               renumbered Equity Rule 7470A and                        rulebook with Nasdaq’s and FINRA’s,
                                               held in reserve. Current Equity Rule                                                                          Commission Action
                                                                                                       thereby reducing complexity from
                                               6958 provided an exemption from the                     FINRA’s work under a regulatory                          Because the proposed rule change
                                               order recording and data transmission                   services agreement with the Exchange.                 does not: (i) Significantly affect the
                                               requirements of current Equity Rules                       The Exchange believes that adopting                protection of investors or the public
                                               6954 and 6955, which are OATS rules                     the new limited exception to the                      interest; (ii) impose any significant
                                               applicable to manual orders. The                        definition of ‘‘Order’’ is consistent with            burden on competition; and (iii) become
                                               exemption has not been requested by                     the Act because it provides a very                    operative prior to 30 days from the date
                                               any Exchange member to date and the                     narrow exemption from reporting                       on which it was filed, or such shorter
                                               Exchange does not believe that                          transactions that are done to manage                  time as the Commission may designate,
                                                                                                       risk and facilitate options market                    it has become effective pursuant to
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                                                 14 The Exchange is not including text from
                                                                                                       making. Bona fide hedging transactions                Section 19(b)(3)(A) of the Act 18 and
                                               current Equity Rules 6954(c) and 6955(d), which                                                               Rule 19b–4(f)(6) thereunder.19
                                               notes that members are complying with these rules
                                                                                                         15 The Exchange notes that Nasdaq does not have
                                               by complying with the related FINRA rules, in
                                               Equity Rules 7440A(a) and 7450A(a). The Exchange        an analogous rule, having eliminated similar text       18 15  U.S.C. 78s(b)(3)(A).
                                               believes these sentences are duplicative of the first   recently for the same reasons. See note 10 [sic],       19 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–
                                               sentence of Equity Rules 7440A(a) and 7450A(a).         supra.                                                4(f)(6)(iii) requires a self-regulatory organization to
                                                                                                         16 15 U.S.C. 78f(b).
                                               The Exchange notes that Nasdaq’s Rules 7440A(a)                                                               give the Commission written notice of its intent to
                                               and 7450A(a) include this duplicative text.               17 15 U.S.C. 78f(b)(5).                                                                           Continued




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                                               48486                       Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices

                                                  At any time within 60 days of the                      Persons submitting comments are                       II. Self-Regulatory Organization’s
                                               filing of the proposed rule change, the                   cautioned that we do not redact or edit               Statement of the Purpose of, and
                                               Commission summarily may                                  personal identifying information from                 Statutory Basis for, the Proposed Rule
                                               temporarily suspend such rule change if                   comment submissions. You should                       Change
                                               it appears to the Commission that such                    submit only information that you wish                    In its filing with the Commission, the
                                               action is necessary or appropriate in the                 to make available publicly. All                       Exchange included statements
                                               public interest, for the protection of                    submissions should refer to File                      concerning the purpose of and basis for
                                               investors, or otherwise in furtherance of                 Number SR–BX–2018–045 and should                      the proposed rule change and discussed
                                               the purposes of the Act.                                  be submitted on or before October 16,                 any comments it received on the
                                               IV. Solicitation of Comments                              2018.                                                 proposed rule change. The text of these
                                                                                                           For the Commission, by the Division of              statements may be examined at the
                                                 Interested persons are invited to
                                                                                                         Trading and Markets, pursuant to delegated            places specified in Item IV below. The
                                               submit written data, views, and                           authority.20                                          Exchange has prepared summaries, set
                                               arguments concerning the foregoing,
                                                                                                         Brent J. Fields,                                      forth in sections A, B, and C below, of
                                               including whether the proposed rule
                                                                                                         Secretary.                                            the most significant aspects of such
                                               change is consistent with the Act.
                                                                                                         [FR Doc. 2018–20898 Filed 9–24–18; 8:45 am]           statements.
                                               Comments may be submitted by any of
                                               the following methods:                                    BILLING CODE 8011–01–P                                A. Self-Regulatory Organization’s
                                                                                                                                                               Statement of the Purpose of, and
                                               Electronic Comments
                                                                                                                                                               Statutory Basis for, the Proposed Rule
                                                 • Use the Commission’s internet                         SECURITIES AND EXCHANGE                               Change
                                               comment form (http://www.sec.gov/                         COMMISSION
                                               rules/sro.shtml); or                                                                                            1. Purpose
                                                 • Send an email to rule-comments@                       [Release No. 34–84214; File No. SR–
                                                                                                                                                                  The Exchange proposes to amend its
                                                                                                         NASDAQ–2018–072]
                                               sec.gov. Please include File Number SR–                                                                         By-Laws at Article IV, Section 7 to
                                               BX–2018–045 on the subject line.                          Self-Regulatory Organizations; The                    conform its provisions regarding the
                                               Paper Comments                                            Nasdaq Stock Market LLC; Notice of                    Exchange’s Chief Regulatory Officer
                                                                                                         Filing and Immediate Effectiveness of                 (‘‘CRO’’) to those of its affiliate, Nasdaq
                                                  • Send paper comments in triplicate                                                                          PHLX LLC (‘‘Phlx’’).3 By-Law Article IV,
                                               to Secretary, Securities and Exchange                     Proposed Rule Change To Conform
                                                                                                         the Exchange’s By-Law Provisions                      Section 7 presently requires that an
                                               Commission, 100 F Street NE,                                                                                    officer of the Exchange 4 with the
                                               Washington, DC 20549–1090.                                Regarding the Chief Regulatory Officer
                                                                                                         to Those of Its Affiliate, Nasdaq PHLX                position of Executive Vice President or
                                               All submissions should refer to File                                                                            Senior Vice President be designated as
                                                                                                         LLC
                                               Number SR–BX–2018–045. This file                                                                                the CRO of the Exchange. The Exchange
                                               number should be included on the                          September 19, 2018.                                   now proposes to remove the
                                               subject line if email is used. To help the                   Pursuant to Section 19(b)(1) of the                requirement that the CRO be an
                                               Commission process and review your                        Securities Exchange Act of 1934                       Executive Vice President or Senior Vice
                                               comments more efficiently, please use                     (‘‘Act’’),1 and Rule 19b–4 thereunder,2               President of the Exchange. The
                                               only one method. The Commission will                      notice is hereby given that on                        Exchange believes that this requirement
                                               post all comments on the Commission’s                     September 6, 2018, The Nasdaq Stock                   is unnecessary and notes that there may
                                               internet website (http://www.sec.gov/                     Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)               be officers of the Exchange who are well
                                               rules/sro.shtml). Copies of the                           filed with the Securities and Exchange                qualified to serve in the CRO role, but
                                               submission, all subsequent                                Commission (‘‘SEC’’ or ‘‘Commission’’)                who may not hold the position of an
                                               amendments, all written statements                        the proposed rule change as described                 Executive Vice President or Senior Vice
                                               with respect to the proposed rule                         in Items I and II below, which Items                  President.5 The Exchange does not seek
                                               change that are filed with the                            have been prepared by the Exchange.                   to amend any of the current
                                               Commission, and all written                               The Commission is publishing this                     responsibilities of the CRO as set forth
                                               communications relating to the                            notice to solicit comments on the                     in Section 7; 6 rather, the proposed
                                               proposed rule change between the                          proposed rule change from interested                  changes are intended to give the
                                               Commission and any person, other than                     persons.                                              Exchange more flexibility to attract and
                                               those that may be withheld from the                                                                             retain well qualified officers to the role
                                               public in accordance with the                             I. Self-Regulatory Organization’s
                                               provisions of 5 U.S.C. 552, will be                       Statement of the Terms of Substance of                  3 See Phlx By-Law Article IV, Section 4–7 (Chief

                                               available for website viewing and                         the Proposed Rule Change                              Regulatory Officer).
                                                                                                                                                                 4 In Exhibit 5, the references to ‘‘Company’’ mean
                                               printing in the Commission’s Public                          The Exchange proposes to a proposal                the Exchange.
                                               Reference Room, 100 F Street NE,                          [sic] to conform the Exchange’s By-Law                  5 The Exchange notes that Phlx’s CRO currently

                                               Washington, DC 20549 on official                          provisions regarding the Chief                        holds the position of Vice President.
                                               business days between the hours of                        Regulatory Officer to those of its                      6 The CRO’s responsibilities include general

                                               10:00 a.m. and 3:00 p.m. Copies of the                                                                          supervision of the regulatory operations of the
                                                                                                         affiliate, Nasdaq PHLX LLC (‘‘Phlx’’).                Exchange, including responsibility for overseeing
                                               filing also will be available for                            The text of the proposed rule change               the Exchange’s surveillance, examination, and
                                               inspection and copying at the principal                   is available on the Exchange’s website at             enforcement functions and for administering any
                                               office of the Exchange. All comments                      http://nasdaq.cchwallstreet.com, at the               regulatory services agreements with another SRO to
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                                                                                                                                                               which the Exchange is a party. In addition, the CRO
                                               received will be posted without change.                   principal office of the Exchange, and at              shall meet with the Regulatory Oversight
                                                                                                         the Commission’s Public Reference                     Committee of the Exchange in executive session at
                                               file the proposed rule change, along with a brief         Room.                                                 regularly scheduled meetings of such committee,
                                               description and text of the proposed rule change,                                                               and at any time upon request of the CRO or any
                                               at least five business days prior to the date of filing                                                         member of the Regulatory Oversight Committee.
                                                                                                           20 17 CFR 200.30–3(a)(12).
                                               of the proposed rule change, or such shorter time                                                               Unlike Phlx, the Exchange’s By-Laws provide that
                                                                                                           1 15 U.S.C. 78s(b)(1).
                                               as designated by the Commission. The Exchange                                                                   the CRO may also serve as the General Counsel of
                                               has satisfied this requirement.                             2 17 CFR 240.19b–4.                                 the Exchange. See By-Law Article IV, Section 7.



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Document Created: 2018-09-25 00:21:39
Document Modified: 2018-09-25 00:21:39
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 48483 

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