[Federal Register Volume 77, Number 171 (Tuesday, September 4, 2012)]
[Notices]
[Pages 53957-53958]
[FR Doc No: 2012-21677]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67738; File No. SR-NASDAQ-2012-100]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to
Direct Registration Requirements under Rule 5210(c)

August 28, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on August 24, 2012, The
NASDAQ Stock Market LLC (``Nasdaq'') filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change described
in Items I and II below, which items have been prepared primarily by
Nasdaq. Nasdaq filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder so that the
proposed rule change was effective upon filing with the Commission.\2\
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78s(b)(3)(A) and 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    Nasdaq proposes to modify Rule 5210(c) related to the Direct
Registration System (``DRS'') to reconcile a discrepancy between the
initial and continued listing requirements. Nasdaq will implement the
proposed change immediately. The text of the proposed rule change is
available on Nasdaq's Web site at http://www.nasdaq.cchwallstreet.com,
at http://www.sec.gov, at the principal office of Nasdaq, 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, Nasdaq 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. Nasdaq has prepared summaries, set forth in sections
(A), (B), and (C) below, of the most significant aspects of these
statements.\3\
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    \3\ The Commission has modified the text of the summaries
prepared by Nasdaq.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

(1) Purpose
    Nasdaq proposes to modify Rule 5210(c) related to DRS to reconcile
a discrepancy between the initial and continued listing requirements.
As currently drafted, Rule 5210(c) provides that the DRS requirement
does not apply to additional classes of securities of companies which
already have securities listed on Nasdaq and companies which
immediately prior to such listing had securities listed on another
registered securities exchange in the U.S.
    This language is now outdated. Specifically, when Nasdaq introduced
the DRS, it applied the rule to most new listings, but created a phase-
in period for already listed companies, including companies listing
additional classes of securities and companies switching from other
exchanges.\4\ This phase-in period has now ended \5\ and all listed
companies are required by Rule 5255 to comply with the DRS requirement,
however, the language allowing an exemption from the DRS initial
listing requirement for these companies remains in Rule 5210(c). Thus,
as currently written, a company could qualify to list on Nasdaq
pursuant to one of these exceptions in Rule 5210(c), but immediately be
out of compliance with the continued listing requirements in Rule 5255.
The purpose of the proposed rule change is to remove these exceptions
from the initial listing requirement, and thereby clarify and conform
to these rules.
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    \4\ Securities Exchange Act Release No. 54288 (August 8, 2006),
71 FR 47276 (August 16, 2006) (Order Granting Approval of SR-NASDAQ-
2006-008).
    \5\ The phase in period ended on March 31, 2008. See Securities
Exchange Act Release No. 57062 (December 28, 2007), 73 FR 900
(January 4, 2008) (Order Granting Approval of SR-NASDAQ-2007-101).
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    Additionally, the proposed rule change corrects a second
inconsistency between the initial listings rules and continued listings
rules regarding securities which are book-entry-only.

The continued listing requirement in Rule 5255 excludes securities that
are book-entry-only because ownership of such securities is already
recorded only on the books and records of the company and is not held
in certificated form. As such, these securities already enjoy many of
the advantages that DRS is designed to promote. The comparable
exception in the initial listing requirement contained in Rule 5210(c),
however, only excludes ``non-equity securities that are book-entry-
only.'' While similar language previously existed limiting the
exception from the continued listing requirement to non-equity
securities, Nasdaq expanded that exception to include all securities
that are book-entry-only.\6\ As with the other correction herein, this
creates an inconsistency between the initial and continued listings
requirements. Nasdaq now proposes to expand the exception in Rule
5210(c) relating to initial listings to exclude all securities that are
book-entry-only to clarify and conform these rules. If a security
ceases to be book-entry-only, that security would then be required to
be eligible to participate in DRS.
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    \6\ See Securities Exchange Act Release No. 58125 (July 9,
2008), 73 FR 42389 (July 21, 2008) (Order Granting Approval of SR-
NASDAQ-2008-31).
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(2) Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\7\ in general, and with section
6(b)(5) of the Act,\8\ in particular, in that the proposal is designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and
coordination in persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. The proposed rule change
will remove inconsistent rule language, thereby clarifying Nasdaq's
rules, and help assure that the benefits of DRS are available for
securities that do not otherwise enjoy those benefits, which should in
turn help promote the public interest.
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    \7\ 15 U.S.C 78f.
    \8\ 15 U.S.C 78f(b)(5).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.

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

    Written comments relating to the proposed rule change have not been
solicited Nasdaq. Nasdaq will notify the Commission of any written
comments received by Nasdaq.

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

    The proposed rule change is effective upon filing pursuant to
Section 19(b)(3)(A) of the Act and paragraph (f)(6) of Rule 19b-4
thereunder, in that the proposed rule change: (i) Does not
significantly affect the protection of investors or the public
interest; (ii) does not impose any significant burden on competition;
and (iii) does not become operative for 30 days after the date of the
filing, or such shorter time as the Commission may designate if
consistent with the protection of investors and the public interest. On
August 10, 2012, Nasdaq gave 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.
    Nasdaq believes that the proposed rule change does not
significantly affect the protection of investors or the public interest
because it conforms the initial listing standard contained in Rule 5210
to the existing continued listing standard contained in Rule 5255 by
eliminating exceptions to the rule that are no longer applicable and
providing that the rule is not applicable to any security which is
book-entry only, since such securities already enjoy the benefits of a
direct registration program.
    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. Nasdaq has
provided the Commission 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.

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_ADDRESS>Please include
File Number SR-NASDAQ-2012-100 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2012-100. 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 Web site (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 Web site viewing and
printing in the Commission's Public Reference Section, 100 F Street
NE., Washington, DC 20549-1090, on official business days between the
hours of 10 a.m. and 3 p.m. Copies of such filings will also be
available for inspection and copying at the principal office of Nasdaq
and on Nasdaq's Web site at http://www.nasdaq.cchwallstreet.com. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASDAQ-2012-100 and should
be submitted on or before September 25, 2012.

    For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\9\

    \9\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-21677 Filed 8-31-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 93 (Friday, May 13, 2011)]
[Notices]
[Page 28016]
[FR Doc No: 2011-11734]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 2206-041]

Progress Energy Carolinas, Inc.; Notice of Application for
Amendment of License and Soliciting Comments, Motions To Intervene, and
Protests

    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Non-project use of project lands and waters.
    b. Project No: 2206-041.
    c. Date Filed: March 29, 2011.
    d. Applicant: Progress Energy Carolinas, Inc.
    e. Name of Project: Yadkin-Pee Dee Hydroelectric Project.
    f. Location: The Pee Dee River in Stanly County, North Carolina.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791a-825r.
    h. Applicant Contact: Larry Mann, Progress Energy Carolinas, Inc.,
Tillery Hydro Plant, 179 Tillery Dam Road, Mount Gilead, NC 27306.
(919) 546-5300.
    i. FERC Contact: Mark Carter,<PHONE_NUMBER><EMAIL_ADDRESS>    j. Deadline for filing comments, motions to intervene, and
protests: June 6, 2011.
    All documents may be filed electronically via the Internet. See, 18
CFR 385.2001(a)(1)(iii) and the instructions on the Commission's Web
site at http://www.ferc.gov/docs-filing/efiling.asp. If unable to be
filed electronically, documents may be paper-filed. To paper-file, an
original and seven copies should be mailed to: Secretary, Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426. Commenters can submit brief comments up to 6,000 characters,
without prior registration, using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and
contact information at the end of your comments. Please include the
project number (P-2206-041) on any comments or motions filed.
    k. Description of Application: Progress Energy Carolinas, Inc.
requests after-the-fact Commission approval to grant Edgewater
Developers, Inc. (permittee) a lease of project lands and waters for
the continued use of an existing boat launch and an existing boat dock
with 10 slips at Lake Tillery. The boat launch and dock serve the
residents of the Edgewater subdivision.
    l. Locations of the Application: A copy of the application is
available for inspection and reproduction at the Commission's Public
Reference Room, located at 888 First Street, NE., Room 2A, Washington,
DC 20426, or by calling<PHONE_NUMBER>. This filing may also be viewed
on the Commission's Web site at http://www.ferc.gov using the
``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field (P-2206) to access the document. You
may also register online at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via e-mail of new filings and
issuances related to this or other pending projects. For assistance,
call 1-866-208-3676 or e-mail<EMAIL_ADDRESS>for TTY, call
(202) 502-8659. A copy is also available for inspection and
reproduction at the address in item (h) above.
    m. Individuals desiring to be included on the Commission's mailing
list should so indicate by writing to the Secretary of the Commission.
    n. Comments, Protests, or Motions to Intervene: Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210, .211,
.214. In determining the appropriate action to take, the Commission
will consider all protests or other comments filed, but only those who
file a motion to intervene in accordance with the Commission's Rules
may become a party to the proceeding. Any comments, protests, or
motions to intervene must be received on or before the specified
comment date for the particular application.
    o. Filing and Service of Responsive Documents: Any filing must (1)
Bear in all capital letters the title ``Comments'', ``Protest'', or
``Motion to Intervene'' as applicable; (2) set forth in the heading the
name of the applicant and the project number of the application to
which the filing responds; (3) furnish the name, address, and telephone
number of the person protesting or intervening; and (4) otherwise
comply with the requirements of 18 CFR 385.2001 through 385.2005. All
comments, motions to intervene, or protests must set forth their
evidentiary basis and otherwise comply with the requirements of 18 CFR
4.34(b). All comments, motions to intervene, or protests should relate
to project works which are the subject of the amendment application.
Agencies may obtain copies of the application directly from the
applicant. A copy of any protest or motion to intervene must be served
upon each representative of the applicant specified in the particular
application. If an intervener files comments or documents with the
Commission relating to the merits of an issue that may affect the
responsibilities of a particular resource agency, they must also serve
a copy of the document on that resource agency. A copy of all other
filings in reference to this application must be accompanied by proof
of service on all persons listed in the service list prepared by the
Commission in this proceeding, in accordance with 18 CFR 4.34(b) and
385.2010.

    Dated: May 6, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-11734 Filed 5-12-11; 8:45 am]
BILLING CODE 6717-01-P