[Federal Register Volume 82, Number 31 (Thursday, February 16, 2017)]
[Notices]
[Pages 10924-10926]
[FR Doc No: 2017-03103]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80013; File No. SR-NASDAQ-2016-183]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval of a Proposed Rule Change To Conform to Proposed
Amendment to Rule 15c6-1(a) Under the Securities Exchange Act of 1934
To Shorten the Standard Settlement Cycle From Three Business Days After
the Trade Date to Two Business Days After the Trade Date

February 10, 2017.

I. Introduction

    On December 22, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities

and Exchange Commission (``Commission''), pursuant to Section 19(b)(1)
of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to conform its rules to an
amendment proposed by the Commission to Rule 15c6-1(a) under the Act to
shorten the standard settlement cycle for most broker-dealer
transactions from three business days after the trade date (``T+3'') to
two business days after the trade date (``T+2'').\3\ The proposed rule
change was published for comment in the Federal Register on December
30, 2016.\4\ The Commission received two comment letters on the
proposed rule change.\5\ This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 78962 (Sep. 28,
2016), 81 FR 69240 (Oct. 5, 2016) (Amendment to Securities
Transaction Settlement Cycle) (File No. S7-22-16) (``T+2 Proposing
Release'').
    \4\ See Securities Exchange Act Release No. 79687 (Dec. 23,
2016), 81 FR 96545.
    \5\ See Letters to Brent J. Fields, Secretary, Commission from
Manisha Kimmel, Chief Regulatory Officer, Wealth Management, Thomson
Reuters, dated Jan. 19, 2017 and Thomas F. Price, Managing Director,
Operations, Technology & BCP, Securities Industry and Financial
Markets Association (``SIFMA''), dated Jan. 19, 2017 (``SIFMA
Letter'').
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II. Description of the Proposal

    The Exchange proposes to amend Exchange Rules 11140 (Transactions
in Securities ``Ex-Dividend,'' ``Ex-Rights'' or ``Ex-Warrants''), 11150
(Transactions ``Ex-Interest'' in Bonds Which Are Dealt in ``Flat''),
11210 (Sent by Each Party), 11320 (Dates of Delivery), 11620
(Computation of Interest), and IM-11810 (Sample Buy-In Forms), to
conform to the Commission's proposed amendment to Rule 15c6-1(a) under
the Act that would shorten the standard settlement cycle for most
broker-dealer transactions from T+3 to T+2.
    Exchange Rule 11140(b)(1) concerns the determination of normal ex-
dividend and ex-warrants dates for certain types of dividends and
distributions. Currently, with respect to cash dividends or
distributions, or stock dividends, and the issuance or distribution of
warrants, which are less than 25% of the value of the subject security,
if the definitive information is received sufficiently in advance of
the record date, the date designated as the ``ex-dividend date'' is the
second business day preceding the record date if the record date falls
on a business day, or the third business day preceding the record date
if the record date falls on a day designated by Nasdaq Regulation as a
non-delivery day. Under the proposal, the ``ex-dividend date'' would be
the first business day preceding the record date if the record date
falls on a business day, or the second business day preceding the
record date if the record date falls on a day designated by Nasdaq
Regulation as a non-delivery date.
    Exchange Rule 11150(a) concerns the determination of normal ex-
interest dates for certain types of transactions. Currently, all
transactions, except ``cash'' transactions, in bonds or similar
evidences of indebtedness which are traded ``flat'' are ``ex-interest''
on the second business day preceding the record date if the record date
falls on a business day, on the third business day preceding the record
date if the record date falls on a day other than a business day, and
on the third business day preceding the date on which an interest
payment is to be made if no record date has been fixed. Under the
proposal, these transactions would be ``ex-interest'' on the first
business day preceding the record date if the record date falls on a
business day, on the second business day preceding the record date if
the record date falls on a day other than a business day, and on the
second business day preceding the date on which an interest payment is
to be made if no record date has been fixed.
    Exchange Rules 11210(c) and (d) set forth ``DK'' procedures using
``Don't Know Notices'' and other forms of notices, respectively.\6\
Exchange Rule 11210(c) currently provides that, when a party to a
transaction sends a comparison or confirmation of a trade, but does not
receive a comparison or confirmation or a signed DK from the contra-
member by the close of four business days following the trade date of
the transaction, the party may use the procedures set forth in the
rule. The Exchange proposes to shorten the ``four business days'' time
period to one business day. Exchange Rule 11210(c)(2)(A) currently
provides that a contra-member has four business days after the ``Don't
Know Notice'' is received to either confirm or DK the transaction in
accordance with Exchange Rule 11210(c)(2)(B) or (C). The Exchange
proposes to shorten the ``four business days'' time period to two
business days.\7\ Exchange Rule 11210(c)(3) currently provides that if
the confirming member does not receive a response from the contra-
member by the close of four business days after receipt by the
confirming member the fourth copy of the ``Don't Know Notice'' if
delivered by messenger, or the post office receipt if delivered by
mail, such shall constitute a DK and the confirming member shall have
no further liability for the trade. The Exchange proposes to shorten
the ``four business days'' time period to two business days.
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    \6\ Exchange Rule 11210 does not apply to transactions that
clear through the National Securities Clearing Corporation or other
clearing organizations registered under the Act. See Exchange Rule
11210(a)(4).
    \7\ The Exchange also proposes to make non-substantive,
formatting changes to Exchange Rule 11210(c)(2)(A).
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    The Exchange proposes similar changes to Exchange Rule 11210(d).
Exchange Rule 11210(d) currently provides that, when a party to a
transaction sends a comparison or confirmation of a trade, but does not
receive a comparison or confirmation or a signed DK from the contra-
member by the close of four business days following the date of the
transaction, the party may use the procedures set forth in the rule.
The Exchange proposes to shorten the ``four business days'' time period
to one business day. Exchange Rule 11210(d)(5) currently provides that
if the confirming member does not receive a response in the form of a
notice from the contra-member by the close of four business days after
receipt of the confirming member's notice, such shall constitute a DK
and the confirming member shall have no further liability. The Exchange
proposes to shorten the ``four business days'' time period to two
business days.
    Exchange Rule 11320 prescribes delivery dates for various types of
transactions. Exchange Rule 11320(b) currently provides that in
connection with a transaction ``regular way,'' delivery is made at the
office of the purchaser on, but not before, the third business day
following the date of the transaction. Under the proposal, delivery
would be required to be made on, but not before, the second business
day following the date of the transaction. Exchange Rule 11320(c)
currently provides in part that, in connection with a transaction
``seller's option,'' delivery may be made by the seller on any business
day after the third business day following the date of transaction and
prior to the expiration of the option, provided the seller delivers at
the office of the purchaser, on a business day preceding the day of
delivery, written notice of intention to deliver. Under the proposal,
delivery may be made by the seller on any business day after the second
business day following the date of the transaction and prior to
expiration of the option.\8\
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    \8\ The Exchange also proposes to make a non-substantive change
to Exchange Rule 11320(c).

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    Exchange Rule 11620 governs the computation of interest. Exchange
Rule 11620(a) currently provides in part that, in the settlement of
contracts in interest-paying securities other than for ``cash,'' there
shall be added to the dollar price interest at the rate specified in
the security, which shall be computed up to but not including the third
business day following the date of the transaction. Under the proposal,
the interest would be computed up to but not including the second
business day following the date of the transaction.\9\
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    \9\ The Exchange also proposes to capitalize certain words in
the title of Exchange Rule 11620(a).
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    Exchange Rule IM-11810(i)(1)(A) sets forth the circumstances under
which a receiving member may deliver a Liability Notice to the
delivering member as an alternative to the close-out procedures set
forth in Exchange Rule IM-11810(a)-(g). Currently, when the parties to
a contract are not both participants in a registered clearing agency
that has an automated service for notifying a failing party of the
liability that will be attendant to a failure to deliver, the notice
must be issued using written or comparable electronic media having
immediate receipt capabilities ``no later than one business day prior
to the latest time and the date of the offer or other event'' in order
to obtain the protection provided by the rule. Under the proposal, the
notice must be ``sent as soon as practicable but not later than two
hours prior to the cutoff time set forth in the instructions on a
specific offer or other event'' in order to obtain the protection
provided by the rule.
    The Exchange represents that it will announce the effective date of
the proposed rule change in an Equity Regulatory Alert, which date
would correspond with the industry-led transition to a T+2 standard
settlement, and the effective date of the Commission's proposed
amendment to Rule 15c6-1(a) under the Act.\10\
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    \10\ See supra note 3.
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III. Discussion and Commission's Findings

    After careful review of the proposed rule change and the comments,
the Commission finds that the proposal is consistent with the
requirements of the Act and the rules and regulations thereunder that
are applicable to a national securities exchange.\11\ Specifically, the
Commission finds that the proposed rule change is consistent with
Section 6(b)(5) of the Act,\12\ which requires that the rules of a
national securities exchange be designed, among other things, to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with 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 to protect
investors and the public interest. As noted above, the Commission
received two comment letters on the proposed rule change.\13\ Both
comment letters express support for Commission approval of the proposed
rule change.\14\
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    \11\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \12\ 15 U.S.C. 78f(b)(5).
    \13\ See supra note 5.
    \14\ One of the commenters requests guidance from the Exchange
with respect to Exchange Rule 11210(c) to permit the use of
electronic means to communicate DK notices. The commenter notes
that, currently, Exchange Rule 11210(c)(1) requires that such
notices be sent ``by certified mail, return receipt requested, or
messenger.'' See SIFMA Letter, at 3. The Commission notes that this
request is beyond the scope of the current proposed rule change.
However, the Commission notes that the Exchange could work with the
commenter and other market participants to determine whether changes
to the communication methods specified in Exchange Rule 11210(c)
would be appropriate.
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    The Commission notes that the proposal would amend Exchange rules
to conform to the amendment that the Commission has proposed to Rule
15c6-1(a) under the Act \15\ and support a move to a T+2 standard
settlement cycle. In the T+2 Proposing Release the Commission stated
its preliminary belief that shortening the standard settlement cycle
from T+3 to T+2 will result in a reduction of credit, market, and
liquidity risk,\16\ and as a result a reduction in systemic risk for
U.S. market participants.\17\ The Commission also notes that it has not
yet adopted the proposed amendment to Rule 15c6-1(a), and that the
Exchange has, accordingly, not proposed to make its amended rules
effective at present. Instead, the Exchange has proposed to announce
the effective date of the proposed rule change in an Equity Regulatory
Alert. The Commission expects that the effective date of the proposed
rule change would correspond with the compliance date of any amendment
to Rule 15c6-1(a) that is adopted by the Commission. The Commission
notes that, in October 2014, Depository Trust and Clearing Corporation
(``DTCC''), in collaboration with the Investment Company Institute,
SIFMA, and other market participants, formed an Industry Steering Group
(``ISC'') and an industry working group to facilitate the transition to
a T+2 settlement cycle for U.S. trades in equities, corporate and
municipal bonds, and unit investment trusts.\18\ The ISC has identified
September 5, 2017, as the target date for the transition to a T+2
settlement cycle to occur.\19\
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    \15\ See supra note 3.
    \16\ Credit risk refers to the risk that the credit quality of
one party to a transaction will deteriorate to the extent that it is
unable to fulfill its obligations to its counterparty on settlement
date. Market risk refers to the risk that the value of securities
bought and sold will change between trade execution and settlement
such that the completion of the trade would result in a financial
loss. Liquidity risk describes the risk that an entity will be
unable to meet financial obligations on time due to an inability to
deliver funds or securities in the form required though it may
possess sufficient financial resources in other forms. See T+2
Proposing Release, supra note 3, 81 FR at 69241 n. 3.
    \17\ See id., 81 FR at 69241.
    \18\ See Press Release, DTCC, Industry Steering Committee and
Working Group Formed to Drive Implementation of T+2 in the U.S.
(Oct. 2014), http://www.dtcc.com/news/2014/october/16/ust2.aspx.
    \19\ See Press Release, ISC, US T+2 ISC Recommends Move to
Shorter Settlement Cycle On September 5, 2017 (Mar. 7, 2016), http://www.ust2.com/pdfs/T2-ISC-recommends-shorter-settlement-030716.pdf.
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    For the reasons noted above, the Commission finds that the proposal
is consistent with the requirements of the Act and would foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and protect investors and the public interest.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\20\ that the proposed rule change (SR-NASDAQ-2016-183), be and
hereby is, approved.
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    \20\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03103 Filed 2-15-17; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 181 (Monday, September 19, 2016)]
[Notices]
[Pages 64215-64218]
[FR Doc No: 2016-22419]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78826; File No. SR-MSRB-2016-09]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Establish the MSRB Academic Historical Transaction
Data Product

September 13, 2016.

I. Introduction

    On June 30, 2016, the Municipal Securities Rulemaking Board (the
``MSRB'' or ``Board'') filed with the Securities and Exchange
Commission (the ``SEC'' or ``Commission''), pursuant to Section
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule
19b-4 thereunder,\2\ a proposed rule change consisting of proposed
amendments to establish an academic historical transaction data product
(the ``proposed rule change''). The proposed rule change was published
for comment in the Federal Register on July 20, 2016.\3\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 78323 (July 14, 2016)
(the ``Notice of Filing''), 81 FR 47211 (July 20, 2016).
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    The Commission received two comment letters on the proposed rule
change.\4\ On August 29, 2016, the MSRB responded to the comments
received by the Commission \5\ and on August 31, 2016, the MSRB filed
Amendment No. 1 to the proposed rule change (``Amendment No. 1'').\6\
The Commission is publishing this notice to solicit comments on
Amendment No. 1 to the proposed rule change from interested persons and
is approving the proposed rule change, as modified by Amendment No. 1,
on an accelerated basis.
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    \4\ See Letters to Secretary, Commission, from Sean Davy,
Managing Director, Capital Markets Division, and Leslie M. Norwood,
Managing Director & Associate General Counsel, Municipal Securities
Division, Securities Industry and Financial Markets Association
(``SIFMA''), dated July 27, 2016 (the ``SIFMA Letter''); and Mike
Nicholas, Chief Executive Officer, Bond Dealers of America
(``BDA''), dated August 9, 2016 (the ``BDA Letter'').
    \5\ See Letter to Secretary, Commission, from Carl E. Tugberk,
Assistant General Counsel, MSRB, dated August 29, 2016 (the ``MSRB
Response Letter'').
    \6\ See Letter to Secretary, Commission, from Carl E. Tugberk,
Assistant General Counsel, MSRB, dated August 31, 2016 (the ``MSRB
Amendment Letter''), available at https://www.sec.gov/comments/sr-msrb-2016-09/msrb201609-4.pdf. In Amendment No. 1, the MSRB
partially amended the text of the proposed rule change to conform
the description of the RTRS Academic Data Product in the RTRS
facility to the description intended by the MSRB and fully described
in the Notice of Filing.
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II. Description of Proposed Rule Change

    The proposed rule change consists of proposed amendments to the
MSRB's facility for the Real-Time Transaction Reporting System
(``RTRS'') to establish an historical data product to provide
institutions of higher education (``academic institutions'') with post-
trade municipal securities transaction data collected through RTRS
(``MSRB Academic Historical Transaction Data Product,'' hereafter
referred to as ``RTRS Academic Data Product'') for purchase.\7\
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    \7\ See Notice of Filing.
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    MSRB Rule G-14 requires dealers to report trade information to the
RTRS on all executed transactions in municipal securities within 15
minutes of the time of trade, with limited exceptions.\8\ The MSRB then
makes much, but not all, of the reported data publicly available on the
Electronic Municipal Market Access (``EMMA'') Web site, through
subscription services or historical data sets.\9\ The data that are
made available through the EMMA Web site do not include any information
regarding the identity of the dealers that reported the transactions,
and thus, according to the MSRB, limit a researcher's ability to fully
understand secondary market trading practices.\10\ According to the
MSRB, the absence of any dealer identifiers in the EMMA data caused
certain academics to request that the MSRB develop an enhanced version
of RTRS trade data that includes dealer

identifiers.\11\ As noted in the Notice of Filing, following the
requests from members of the academic community, the MSRB published the
Request for Comment on Establishment of an Academic Historical Trade
Data Product on July 16, 2015 (the ``Request for Comment'') to solicit
comments from market participants on a proposed academic historical
trade data product.\12\
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    \8\ Id.
    \9\ Id.
    \10\ Id.
    \11\ Id.
    \12\ Id.
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    As stated in the Notice of Filing, after careful consideration of
the comments received in response to the Request for Comment, the MSRB
decided to make the RTRS Academic Data Product available only to
academic institutions, to include anonymous dealer identifiers therein,
and to populate the new data product with the same transactions
included in the RTRS historical data sets currently available with the
exclusion of list offering price and takedown transactions.\13\
According to the MSRB, the proposed rule change will allow the MSRB to
provide academics with trade data that include anonymous dealer
identifiers while providing protections against the potential for
reverse engineering of trade data.\14\ With respect to protecting
against reverse engineering, the MSRB stated in the Notice of Filing
that any academic institution that wishes to obtain the RTRS Academic
Data Product will have to agree: (1) Not to attempt to attempt to
reverse engineer the identity of any dealer; (2) not to redistribute
the data in the RTRS Academic Data Product; (3) to disclose each
intended use of the data; (4) to ensure that any data presented in work
product be sufficiently aggregated so as to prevent reverse engineering
of any dealer or transaction; and (5) to return or destroy the data if
the agreement is terminated.\15\
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    \13\ Id.
    \14\ Id.
    \15\ Id.
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    The MSRB stated in the Notice of Filing that the effective date of
the proposed rule change will be announced in a regulatory notice to be
published no later than 90 days from the date of this Order, and such
effective date will be no later than 270 days following publication of
the regulatory notice announcing Commission approval of the proposed
rule change.\16\
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    \16\ Id.
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III. Summary of Comments Received and MSRB's Responses to Comments

    As noted previously, the Commission received two comment letters on
the proposed rule change, and the MSRB Response Letter. One commenter--
SIFMA--generally supported the proposed rule change, while the other
commenter--BDA--generally opposed the proposed rule change.
    While generally supportive of the proposed rule change, SIFMA
expressed the view that the MSRB could make modifications to provide
additional protections against the potential for reverse engineering
the data without impeding its goals of promoting academic access and
research.\17\ SIFMA stated that the potential impact of reverse
engineering could include deciphering a dealer's trading strategies and
revealing confidential business information relating to specific client
transactions.\18\
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    \17\ See SIFMA Letter.
    \18\ Id.
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    BDA, however, argued that the proposed rule change would expose
dealers and their customers to unnecessary risks.\19\ For example, BDA
stated that ``[i]t is very likely that, as a consequence of this
proposal, private and non-educational entities will end up possessing
full trade history including dealer names for every trade released.''
\20\
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    \19\ See BDA Letter.
    \20\ Id.
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    SIFMA and BDA offered differing views on the MSRB's efforts to
mitigate the risk of reverse engineering of the historical trade data
provided to academics. SIFMA approved of the MSRB's decision to exclude
list offering price and takedown transactions from the data product and
noted that such exclusion would mitigate the risk of reverse
engineering.\21\ SIFMA also acknowledged that the proposed aging period
of 36 months (expanded from 24 months in the Request for Comment) would
help reduce the risk of reverse engineering, but thought that an aging
period of no less than 48 months would be more appropriate.\22\ BDA
also acknowledged that excluding list offering price and takedown
transactions from the data product, expanding the aging period, and
masking dealer identifiers would make reverse engineering more
difficult, but ultimately concluded that these measures were not
sufficient to reduce the risk of reverse engineering to an acceptable
level.\23\
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    \21\ See SIFMA Letter; see also MSRB Amendment Letter.
    \22\ See SIFMA Letter.
    \23\ See BDA Letter; see also MSRB Amendment Letter.
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    With respect to protecting dealer identities, both SIFMA and BDA
reiterated their respective suggestions that the MSRB make the
transaction data available according to groupings of comparable dealers
instead of on an individual level, arguing that masked dealer
identifiers might not effectively protect dealer identities.\24\
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    \24\ Id.; see also SIFMA Letter. The MSRB addressed these
comments in the Notice of Filing.
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    SIFMA and BDA also offered suggestions regarding strengthening and
enforcing the proposed user agreements. SIFMA urged the MSRB to develop
``robust operational frameworks around the execution and ongoing
oversight of user agreements . . . [in order to] further mitigate
concerns of reverse engineering and information leakage.'' \25\ BDA
stated that although the proposed user agreements are designed to
prevent the redistribution of data, federal and state freedom of
information (``FOIA'') laws could defeat such intention if the
transaction data is held by a public university and classified as a
public record.\26\ In addition, BDA raised concerns about data
security, suggesting that the data could be subject to hacking or data
theft during transmission or when held by an institution of higher
education.\27\
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    \25\ See SIFMA Letter.
    \26\ See BDA Letter.
    \27\ Id.
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    In response to these comments, the MSRB stated that it ``continues
to believe that the proposed rule change strikes the appropriate
balance between addressing risks regarding potential reverse
engineering with facilitating the ability of academic researchers to
study the market for municipal securities.'' \28\ With respect to
SIFMA's comments, the MSRB noted in its response that ``SIFMA's
comments are substantially similar to previous comments submitted in
response to the Request for Comment'' and that the MSRB addressed those
comments in the Notice of Filing.\29\
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    \28\ See MSRB Response Letter.
    \29\ Id.
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    In response to BDA's data security-related comments, the MSRB
stated that it ``understands and appreciates'' BDA's data security
concerns and agrees that it cannot guarantee the security of data
provided to academics through the proposed RTRS Academic Data
Product.\30\ Nonetheless, the MSRB then noted its belief that the terms
of the user agreements relating to the RTRS Academic Data Product will
``mitigate those risks.'' \31\ To that end, the MSRB stated that it
expects each user agreement to include the following:
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    \30\ Id.
    \31\ Id.

    (1) a prohibition on reverse engineering; (2) a provision
requiring the use of commercially

reasonable measures to protect data, including, for example, the use
of user IDs and passwords, and other forms of entitlements to gain
access to the data; (3) a definition of the term `Internal User' to
clarify to whom access to the data may be provided; and (4) a
requirement that users have reasonable security procedures in the
place(s) where the data are used, accessed, processed, stored, and/
or transmitted to ensure the data remain secure from unauthorized
access, including specific requirements regarding physical and
logical access, encryption, and network and system security.\32\
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    \32\ Id.

In addition to contractual data security measures like those listed
above, the MSRB also stated its intention to encrypt data delivered to
users.\33\
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    \33\ Id.
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    In response to BDA's FOIA law-related comments, the MSRB recognized
the possibility that certain recipients of RTRS Academic Data Product
data might be subject to FOIA laws that could require the disclosure of
certain trade data but, notwithstanding such risk, noted that federal
and state FOIA laws include a variety of exemptions that would likely
prevent disclosure of data delivered to users of the RTRS Academic Data
Product.\34\ The MSRB also stated its expectation that the user
agreements ``will require academic institutions to notify the MSRB of
any . . . requests under federal or state FOIA [l]aws prior to any
disclosure, claim any and all applicable exemptions from such requests
and provide the MSRB the opportunity to seek an injunction, protective
order, or confidential treatment, and limit any disclosure ultimately
required to the minimum legally necessary.'' \35\
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    \34\ Id.
    \35\ Id.
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IV. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change,
as modified by Amendment No. 1, the comments letters received, and the
MSRB Response Letter. The Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to the MSRB.
    In particular, the Commission finds that the proposed rule change
is consistent with Section 15B(b)(2)(C) of the Act,\36\ which requires,
among other things that the rules of the MSRB be designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market in municipal securities and
municipal financial products and, in general, to protect investors,
municipal entities, obligated persons, and the public interest. The
Commission believes that the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Act because the proposed rule change is
reasonably designed to prevent fraudulent and manipulative acts and
practices, promote just and equitable principles of trade, and remove
impediments to and perfect the mechanism of a free and open market in
municipal securities by enabling subscribers to the RTRS Academic Data
Product to better understand the pricing practices and trading
behaviors of participants in the municipal securities market and
thereby facilitate higher quality research and analysis of the
municipal securities market. Furthermore, the Commission believes that
by enhancing transparency in the municipal securities market, the
proposed rule change is reasonably designed to protect investors,
municipal entities, obligated persons, and the public interest.
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    \36\ 15 U.S.C. 78o-4(b)(2)(C).
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    In approving the proposed rule change, the Commission has also
considered the impact of the proposed rule change on efficiency,
competition, and capital formation.\37\ The Commission does not believe
that the proposed rule change would impose any burden on competition
not necessary or appropriate in furtherance of the purposes of the Act.
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    \37\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    For the reasons noted above, the Commission believes that the
proposed rule change, as modified by Amendment No. 1, is consistent
with the Act.

V. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and
arguments concerning Amendment No. 1, including whether the proposed
rule change, as modified by Amendment No.1, 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-MSRB-2016-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2016-09. 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 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 MSRB. 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-MSRB-2016-09 and should be
submitted on or before October 11, 2016.

VI. Accelerated Approval of Proposed Rule Change as Modified by
Amendment No. 1

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the 30th day after the
date of publication of Amendment No. 1 in the Federal Register. As
discussed above, Amendment No. 1 partially amends the text of the
proposed rule change to conform the description of the RTRS Academic
Data Product in the RTRS facility to the description intended by the
MSRB.\38\ The proposed rule change, as described in the Notice of
Filing, contemplated the exclusion of list offering price and takedown
transactions; however, the proposed text of the proposed rule change
did not include any reference to such

exclusion.\39\ According to the MSRB, it was the MSRB's intent to
include the exclusion in the proposed rule change, thus the MSRB
submitted Amendment No. 1 in order to conform the proposed description
of the RTRS Academic Data Product in the RTRS facility with the
description thereof in the Notice of Filing.\40\
---------------------------------------------------------------------------

    \38\ Supra note 6.
    \39\ See Notice of Filing.
    \40\ See MSRB Amendment Letter.
---------------------------------------------------------------------------

    As noted by the MSRB, Amendment No. 1 is consistent with the
purpose of the proposed rule change and does not raise any significant
new issues not already addressed by commenters.\41\
---------------------------------------------------------------------------

    \41\ Id.
---------------------------------------------------------------------------

    For the foregoing reasons, the Commission finds good cause for
approving the proposed rule change, as modified by Amendment No. 1, on
an accelerated basis, pursuant to Section 19(b)(2) of the Act.

VII. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\42\ that the proposed rule change, as modified by Amendment No. 1
(SR-MSRB-2016-09) be, and hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \42\ 15 U.S.C. 78s(b)(2).

    For the Commission, pursuant to delegated authority.\43\
---------------------------------------------------------------------------

    \43\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-22419 Filed 9-16-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 156 (Tuesday, August 13, 2013)]
[Notices]
[Pages 49313-49317]
[FR Doc No: 2013-19509]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70131; File No. SR-FINRA-2013-033]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend
FINRA Rule 9217 (Violations Appropriate for Disposition Under Plan
Pursuant to SEC Rule 19d-1(c)(2))

August 7, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on July 24, 2013, Financial Industry Regulatory Authority
(``FINRA'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by FINRA. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    FINRA is proposing to amend FINRA Rule 9217 (Violations Appropriate
for Disposition Under Plan Pursuant to SEA Rule 19d-1(c)(2)) to include
additional rule violations eligible for disposition under FINRA's Minor
Rule Violation Plan (``MRVP'').
    The text of the proposed rule change is available on FINRA's Web
site at http://www.finra.org, at the principal office of FINRA and at
the Commission's Public Reference Room.

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

    In its filing with the Commission, FINRA included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. FINRA has prepared summaries, set forth in sections A,
B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    FINRA Rule 9216(b) provides procedures for disposition of certain
rule violations designated as minor rule violations pursuant to a plan
declared effective by the Commission in accordance with Section
19(d)(1) of the Act and Rule 19d-1(c)(2) thereunder. FINRA's MRVP
allows FINRA to impose a fine of up to $2,500 on any member or person
associated with a member for a minor violation of an eligible rule.
FINRA Rule 9217 sets forth the rules eligible for disposition pursuant
to FINRA's MRVP. FINRA is proposing to expand the universe of eligible
rules as part of an effort to concentrate regulatory resources on
higher risk matters: expanded use of the MRVP could free up resources
better allocated to high-risk matters because MRVP settlements
typically are handled more efficiently and expeditiously.
    The purpose of the MRVP is to provide reasonable but meaningful
sanctions for minor or technical violations of rules when the conduct
at issue does not warrant stronger, reportable disciplinary sanctions.
The inclusion of a rule in FINRA's MRVP does not minimize the
importance of compliance with such rule, nor does it preclude FINRA
from choosing to pursue violations of eligible rules through an
Acceptance, Waiver and Consent (``AWC'') or Complaint if the nature of
the violations or prior disciplinary history warrants more significant
sanctions. Rather, the option to impose an MRVP sanction gives FINRA
additional flexibility to administer its enforcement program in the
most effective and efficient manner, while still fully meeting FINRA's
remedial objectives in addressing violative conduct. For example, MRVP
dispositions provide a useful tool for implementing the concept of
progressive discipline to remediate misconduct. FINRA will continue to
examine and surveil for compliance with eligible rules in a manner
consistent with its examination programs and will determine on a case-
by-case basis whether disposition pursuant to the MRVP is appropriate.
    FINRA conducted a comprehensive review of its rules and examination
dispositions to determine the rules it proposes to add to the MRVP.
Among other things, FINRA considered (1) rules routinely cited in
formal disciplinary actions that are not currently part of the MRVP;
(2) rules cited frequently in informal actions; (3) rules comparable to
existing rules in the MRVP; and (4) rules included in other self-
regulatory organization MRVPs.
    The rules proposed for inclusion in the MRVP broadly can be grouped
into several categories.
Filings and Notifications
    In general, FINRA believes that isolated failures to comply with
rules that require periodic reporting, filings or notifications are
appropriate for inclusion in the MRVP. At the same time FINRA
recognizes that willful, widespread or repeated failures under such
eligible rules may be more appropriate for disposition through an AWC
or the filing of a Complaint. FINRA notes that the current MRVP
includes several such rules. Accordingly, the proposed rule change
would add the following rules to the MRVP for violations involving late
or incomplete notices or filings: FINRA Rule 2251(a) (Forwarding of
Proxy and other Issuer-Related Materials) (failure to timely forward
proxy and other issuer-related materials); FINRA Rule 4524
(Supplemental FOCUS Information) (failure to timely file or filing of
incomplete reports or information); FINRA Rule 5110(b) (Corporate
Financing Rule--

Underwriting Terms and Arrangements) (failure to timely file or filing
of incomplete documents or information); FINRA Rule 5121(b)(2) (Public
Offerings of Securities with Conflicts of Interest) (failure to give
timely notification of termination or settlement of public offering or
failure to file net capital computation); FINRA Rule 5122(b)(2)
(Private Placements of Securities Issued by Members) (failure to timely
file private placement documents); FINRA Rule 5190 (Notification
Requirements for Offering Participants) (failure to give timely
notification of participation in offerings); and FINRA Rule 6760
(Obligation to Provide Notice) (failure to give timely or complete
notification concerning offerings of TRACE-Eligible Securities). FINRA
believes inclusion of these rules is appropriate, as certain instances
of late filings or notifications may constitute minor, technical
violations of the applicable rules that can be remediated through the
MRVP.
Late Registrations
    For many of the same reasons, the proposed rule change also would
include in the MRVP the following MSRB and FINRA rules for certain
isolated or technical failures to timely register: MSRB Rule G-2
(Standards of Professional Qualification) and MSRB Rule G-3(b)(ii)(D)
and (c)(ii)(D) (Classification of Principals and Representatives;
Numerical Requirements; Testing; Continuing Education Requirements)
(failure to pass qualification examination within 90 days of becoming a
principal) \3\ and NASD Rule 1021(d) (Registration Requirements)
(failure to pass qualification examination within 90 days of acting in
a principal capacity). These provisions permit a municipal securities
representative or registered representative, as applicable, to
temporarily function in a principal capacity, provided such person
registers as a principal and passes the appropriate qualification
examination within 90 days of acting in such capacity. Typically, these
circumstances occur when a registered principal leaves a firm or has an
extended absence. FINRA believes MRV disposition may be appropriate in
limited circumstances where a representative assumes principal duties
but takes more than 90 days to pass the corresponding qualification
examination.
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    \3\ The proposed rule change includes both MSRB Rule G-2 and G-3
because the two are linked. Rule G-3 states that no broker, dealer
or municipal securities dealer ``shall be qualified for the purposes
of Rule G-2'' unless the requirements set forth in Rule G-3 are met.
FINRA typically charges a violation of both rules where there is a
failure to comply with the requirements of Rule G-3.
---------------------------------------------------------------------------

Untimely Marking, Transaction Reporting and Other Market Rules
    The proposed rule change similarly would add to the MRVP late
filing and notification requirements related to market regulation. The
current FINRA MRVP includes several such market rules, including, for
example, FINRA Rule 4560 (failure to timely file reports of short
positions); FINRA Rules 6380A, 6622, 6730 (transaction reporting);
FINRA Rule 7450 (OATS reporting); and MSRB Rule G-14 (failure to submit
reports). Thus, the proposed rule change would include: Rule 605(a)(1)
and (3) of SEC Regulation NMS (Disclosure of Order Execution
Information) (failure to timely report or provide complete order
execution information); Rule 606 of SEC Regulation NMS (Disclosure of
Order Routing Information) (failure to timely disclose or provide
complete order routing information); FINRA Rule 6181 (Timely
Transaction Reporting) (failure to timely report transactions in NMS
securities); and FINRA Rule 6623 (Timely Transaction Reporting)
(failure to timely report transactions in OTC and restricted equity
securities).
    The proposed rule change further would make eligible for MRVP
disposition other marking and reporting requirements related to trade
and audit data: Rule 200(g) of SEC Regulation SHO (Definition of
``Short Sale'' and Marking Requirements) (failure to accurately mark
sell orders of equity securities); FINRA Rule 6182 (Trade Reporting of
Short Sales) (failure to accurately mark short sales in NMS stocks);
FINRA Rule 6250 (Quote and Order Access Requirements) (failure to
comply with quote and order access requirements for FINRA's Alternative
Display Facility); FINRA Rule 6624 (Trade Reporting of Short Sales)
(failure to accurately mark short sales in OTC Equity Securities);
FINRA Rule 7330 (Trade Report Input) (failure to timely and accurately
input trade reports into the OTC Reporting Facility); and FINRA Rule
7360 (Audit Trail Requirements) (ongoing obligation to input trade
reporting requirements in Rule 7330(d) accurately and completely). In
addition, the proposed rule change would add three rules governing the
FINRA/NYSE Trade Reporting Facility whose counterpart rules regarding
the FINRA/NASDAQ Trade Reporting Facility are already subject to MRV
treatment: FINRA Rule 6380B (Transaction Reporting); FINRA Rule 7230B
(Trade Report Input); and FINRA Rule 7260B (Audit Trail Requirements).
Rules To Achieve Consistency
    In addition to the market rules referenced above, FINRA further
proposes to add certain rules to the MRVP to achieve consistency with
rules that already are part of the plan. Thus, the proposed rule change
would add FINRA Rule 1250(a), the Regulatory Element of FINRA's
continuing education requirements. The current MRVP includes FINRA Rule
1250(b), the Firm Element provision of the continuing education
requirements, and FINRA believes there is no compelling reason to
differentiate with respect to the MRVP minor violations of the
regulatory element. Similarly, the proposed rule change further would
bring consistency to the enforcement of the MSRB Rules by adding to the
MRVP MSRB Rule G-3(h) (Classification of Principals and
Representatives; Numerical Requirements; Testing; Continuing Education
Requirements) (failure to comply with the continuing education
requirements) to include in the MRVP both the Firm and Regulatory
Elements of the MSRB's equivalent continuing education requirements
rule. The proposed rule change also seeks consistency by adding MSRB
Rule G-21 (Advertising) to the MRVP, since the FINRA communications
with the public counterparts, FINRA Rules 2210, 2212, 2213, 2215, 2216
and NASD Interpretive Material 2210-2, already are subject to MRVP
disposition.
    FINRA Rule 9217 currently states that ``[f]ailures to provide or
update contact information as required by FINRA or NASD rules'' may be
resolved pursuant to the MRVP. Accordingly, FINRA proposes to add NASD
Rule 1150 (Executive Representative) (failure to review and update
executive representative designation and contact information) and NASD
Rule 1160 (Contact Information Requirements) to the MRVP. For the same
reason, FINRA also proposes to add MSRB Rules G-40(a) and (c)
(Electronic Mail Contacts), which require each broker, dealer or
municipal securities dealer to designate and update electronic mail
contact information for communications with the MSRB, and FINRA Rule
4370(f) (Business Continuity and Emergency Contact Information), which
requires a member to report to FINRA emergency contact information and
to designate emergency contact persons. Rule 4370(f)(2) further
requires member to promptly update such information in the event of any
material change in accordance with NASD Rule 1160. FINRA also proposes
to include in the MRVP other provisions of Rule 4370, which are
discussed below.

Recordkeeping
    The current MRVP includes violations of FINRA Rule 4510 Series
(Books and Records Requirements) for failure to keep and preserve
books, accounts, records, memoranda, and correspondence in conformance
with all applicable laws, rules and regulations and statements of
policy promulgated thereunder, and with FINRA rules. Rule 4511 requires
firms to preserve for at least six years those FINRA books and records
for which there is no specified period under FINRA rules or applicable
Exchange Act rules. Otherwise, the rule mandates compliance with the
books and record requirements under FINRA rules, the Exchange Act and
the applicable Exchange Act rules. The proposed rule change would add
to the MRVP specific SEC and MSRB rules that require records to be made
and preserved: Exchange Act Rule 17a-3(a) (Records to Be Made By
Certain Exchange Members, Brokers and Dealers); Exchange Act Rule 17a-4
(Records to Be Preserved By Certain Exchange Members, Brokers and
Dealers); MSRB Rule G-8 (Books and Records to Be Made By Brokers,
Dealers and Municipal Securities Dealers); and MSRB Rule G-9
(Preservation of Records). FINRA typically charges recordkeeping
violations under both FINRA Rule 4511 or MSRB Rule G-9 and the
applicable Exchange Act rules. FINRA includes the Exchange Act rules
because those rules have greater specificity than the self-regulatory
organization rules. In addition, the violation often involves a record
specified in the Exchange Act rules, such as an order ticket. Under
such circumstances, FINRA believes it appropriate to charge a violation
of the specific Exchange Act provision, as well as the more general
FINRA rule that requires compliance with the Exchange Act books and
records rules.
Supervisory Procedures Regarding MRVP Rules
    The current MRVP includes NASD Rule 3010(b) (Supervision; Written
Procedures), but only with respect to failures to timely file reports
required of a firm subject to the ``Taping Rule''--a requirement to,
among other things, tape record conversations of its registered persons
and file with FINRA periodic reports on supervision of telemarketing
activities of its registered persons. The proposed rule change would
expand the MRVP to include any violation of NASD Rule 3010(b)
(Supervision; Written Procedures) for failure to maintain adequate
written supervisory procedures with respect to the provision of a rule
that is eligible for MRV disposition. Thus, for example, FINRA Rules
7440 and 7450 currently are included in FINRA's MRVP and require
recording and transmission of Order Audit Trail System (``OATS'') data.
NASD Rule 3010(b) requires members with such data to have written
supervisory procedures reasonably designed to achieve compliance with
the OATS rules. The proposed rule change would allow FINRA to resolve
as an MRV a failure to maintain adequate written supervisory procedures
with respect to compliance with OATS rules, whether or not there is a
violation of the OATS rules themselves. The proposed rule change would
also include the parallel MSRB Rule G-27 (Supervision) to the same
extent. FINRA believes inclusion of these provisions is logically
consistent with the purposes of the MRVP: If the potential underlying
violation is eligible for MRV disposition, the procedures to require
compliance with that rule also should be eligible for such disposition.
Options
    FINRA Rule 2360(b)(5) (Reporting of Options Positions) requires,
among other things, members to report each account in which a member
has an interest that has established an aggregate position of 200 or
more option contracts. The proposed rule change makes this rule
eligible for disposition under the MRVP for, among other things,
technical or manual inputting problems that in the judgment of FINRA do
not materially affect the market. FINRA notes that other provisions of
FINRA's options reporting rules are eligible for MRVP disposition \4\
and that options reporting requirements are part of the MRVP for almost
all of the options exchanges,\5\ thus including them in FINRA's plan
would promote greater consistency across the markets. The need for such
consistency is heightened because FINRA is party to an agreement
allocating regulatory responsibility for options reporting rules.\6\
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    \4\ The MRVP currently covers violations of FINRA Rule
2360(b)(3) regarding position limits, (b)(4) regarding exercise
limits and (b)(23) regarding tendering procedures for exercise of
options.
    \5\ See NYSE MKT Rule 590(g) (referencing violations of
reporting rules including Rule 906 (Reporting of Options
Positions)); NYSE Arca Options Rule 10.12(h)(23); BATS Rule 25.3(b);
Nasdaq Options Rule Chapter X, Section 7(d); BX Options Rule Chapter
X, Section 7(d); CBOE Rule 17.50(g)(15); C2 Rule Chapter 17 (which
incorporates the rules contained in CBOE Chapter XVII); ISE Rule
1614(d)(10).
    \6\ See Securities Exchange Act Release No. 68362 (December 5,
2012) 77 FR 73719 (December 11, 2012) (Notice of Filing and Order
Approving and Declaring Effective an Amendment to the Plan for the
Allocation of Regulatory Responsibilities Among the NYSE MKT LLC,
BATS Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange,
Incorporated, the Chicago Board Options Exchange, Incorporated, the
International Securities Exchange LLC, Financial Industry Regulatory
Authority, Inc., the NYSE Arca, Inc., The NASDAQ Stock Market LLC,
NASDAQ OMX BX, Inc., NASDAQ OMX PHLX, Inc., and Miami International
Securities Exchange, LLC concerning options-related market
surveillance).
---------------------------------------------------------------------------

Other Rules
    Finally, the proposed rule change would make violations of several
other rules eligible for disposition under the MRVP. With respect to
each rule, FINRA believes that a minor violation, depending on the
circumstances, could appropriately be remediated under the terms of the
MRVP without compromising investor protection.
    Exchange Act Rule 10b-10 (Confirmation of Transactions) requires
broker-dealers to disclose specified information in writing to
customers at or before completion of a transaction, including but not
limited to information concerning the date and time of the transaction,
the number of shares bought or sold, the price or average price of the
transaction, the capacity in which the member is acting in connection
with the transaction, and the nature of the remuneration received or to
be received by the member. FINRA has observed circumstances where
members have committed minor violations of the rule by failing to fully
or accurately disclose such information. For example, FINRA has seen
circumstances where a broker-dealer mistakenly reported the ``average
price'' of a transaction as the ``price'' or mismarked a principal
transaction as an agency transaction. Depending upon the specific facts
and circumstances of the transaction, including the sophistication of
the customer and the nature of the information that was not disclosed
or improperly disclosed, FINRA believes an MRV could be an appropriate
disposition.
    FINRA Rule 4360(b) (Fidelity Bonds) requires a member to maintain
minimum fidelity bond coverage commensurate with its net capital
requirements. MSRB Rule G-6 (Fidelity Bonding Requirements) requires a
broker, dealer or municipal securities dealer to maintain the minimum
fidelity bond coverage that is required by the national securities
association with which it is registered. FINRA has observed instances
where a member had fidelity bond coverage but less than the required
coverage. FINRA believes MRV disposition may be appropriate in such
circumstances, depending on the reason for the shortfall and the
magnitude and

duration of the failure. For example, a modest shortfall in coverage
based on a miscalculation of net capital that was quickly discovered
and remedied might be appropriate for an MRV disposition.
    MSRB Rule G-10 (Delivery of Investor Brochure) requires a broker,
dealer or municipal securities dealer to deliver a copy of an investor
brochure to a customer promptly after receiving a complaint from the
customer. As with other provisions referenced above and those already
part of FINRA's MRVP involving a late filing or delivery, FINRA
believes that a failure to timely deliver such brochure may be
appropriate for MRV disposition under certain factual circumstances;
e.g., where a violation is not widespread or willful.
    FINRA By-Laws Schedule A, Sec. 1(b) (Member Regulatory Fees)
assesses on members a Trading Activity Fee for the sale of covered
securities. The provision defines covered securities, exempts certain
transactions, sets forth fee rates and provides that members shall
report the volume of applicable sales in a manner prescribed by FINRA.
FINRA has observed that firms sometimes fail to make accurate payment
of the Trading Activity Fee based on an inadvertent miscalculation of
the fee or failure to apply the fee to the proper universe of trades.
FINRA has also observed instances where a firm has inadvertently failed
to accurately report the volume of sales of covered securities, thus
impacting the proper calculation of the fee. FINRA believes such
circumstances may be appropriate for MRVP disposition and therefore has
included the By-Law provision in the proposed rule change.
    FINRA Rule 2266 (SIPC Information) requires members to provide
customers with written notification of the availability of SIPC
information at account opening and annually thereafter. FINRA may
consider isolated failures to satisfy this requirement without customer
harm to be minor in nature and therefore appropriate for an MRV.
    FINRA Rules 3160(a)(1), (3), (4) and (5) (Networking Arrangements
Between Members and Financial Institutions) set forth standards of
conduct for conducting broker-dealer services on or off the premises of
a financial institution pursuant to a networking arrangement. These
provisions specify: the setting in which a member may conduct broker-
dealer services on the premises of a financial institution; the
disclosure required to inform the customer that the broker-dealer
products sold are not guaranteed or federally insured; the content
requirements of communications with the public; and the requirement to
promptly notify the financial institution if any associated person of a
member employed by the institution has been terminated for cause. FINRA
believes there are several potential factual scenarios where a minor
violation could occur under these provisions. For example, Rule
3160(a)(3)(B) requires a member to disclose orally, in addition to
written disclosure, that the securities products purchased are not
guaranteed or federally insured. FINRA could foresee a circumstance
where either written or oral disclosure is provided rather than both
and believes an MRV may be appropriate under such facts. FINRA notes
that the proposed rule change excludes Rule 3160(a)(2), which sets
forth the requirement that a written agreement govern any networking
arrangement and include key broker-dealer obligations pursuant to Rule
701 of SEC Regulation R and ensure access to the financial
institution's premises by broker-dealer supervisory personnel and
regulators from FINRA and the SEC.
    FINRA Rules 4370(a), (b), (c) and (e) (Business Continuity Plans
and Emergency Contact Information) require a member to create, maintain
and update a written business continuity plan and to disclose the
elements of the plan to customers at account opening, on its Web site
and upon customer request. The provisions allow for flexibility in the
design of the plan but also include a number of minimum elements. While
FINRA recognizes the importance of an effective business continuity
plan, we also have seen minor violations of the provisions that may not
implicate the overall effectiveness of a plan. For example, FINRA has
observed instances where members have failed for a short duration to
timely update their plans in violation of Rule 4370(b) or failed to
address one of the ten elements set forth in Rule 4370(c). FINRA could
also envision circumstances where a member failed to address an
existing relationship with another broker dealer in violation of Rule
4370(a) or failed in an isolated circumstance to timely provide
disclosure about its business continuity plan after receiving a request
from a customer under Rule 4370(e). FINRA believes these examples may
be appropriate for MRV disposition. However, FINRA does not believe MRV
disposition would be appropriate where a member has no business
continuity plan or procedures as required by Rule 4370(a).
    FINRA has not proposed to include Rule 4370(d) for MRVP
eligibility. That provision requires a member to designate a member of
senior management to approve the plan and be responsible for an annual
review of it, and FINRA does not foresee any circumstances where a
violation of those requirements would be appropriate for MRVP
disposition.
    FINRA Rule 5121(a) (Public Offerings of Securities with Conflicts
of Interest) sets forth requirements for participation in public
offerings of a member's securities where a conflict of interest is
present. The rule requires prominent disclosure in the prospectus,
offering circular or similar document of the nature of the conflict of
interest, the name of a qualified independent underwriter that has
participated in the preparation of the offering documents and the role
and responsibilities of that independent underwriter. FINRA believes
that under certain facts, a failure to prominently disclose these
items--e.g., disclosing them in smaller font--may constitute a minor
violation appropriate for MRVP disposition.
    FINRA Rule 7430 (Synchronization of Member Business Clocks)
requires members to synchronize their business clocks for the purposes
of recording the date and time of events that must be reported pursuant
to FINRA By-Laws and rules. FINRA believes that isolated violations
where certain business clocks fall out of synch due to software
glitches or other technical reasons may be appropriate to resolve as an
MRV, and therefore FINRA has proposed to include the rule in the MRVP.
    FINRA reiterates that inclusion of a rule in the MRVP does not mean
that all violations of that rule must be treated pursuant to the MRVP.
FINRA staff maintains the discretion to handle any violation of such
rules through AWCs or Complaints with the full range of applicable
sanctions.\7\ Similarly, members and associated persons maintain the
right to a hearing, with all the same procedural rights accorded all
formal disciplinary proceedings, instead of accepting a Minor Rule
Violation.
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    \7\ FINRA does not intend to develop a formula as to when a
matter must be handled pursuant to the MRVP, as opposed to informal
action, or when an otherwise eligible MRVP matter would be handled
through an AWC or the filing of a complaint. The disposition of any
matter will depend on the particular facts and circumstances.
---------------------------------------------------------------------------

    The implementation date will be the date of Commission approval.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\8\ which requires, among
other things, that FINRA rules must be designed to

prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade and, in general, to protect investors
and the public interest. FINRA further believes that the proposed rule
change is consistent with Sections 15A(b)(2) and (b)(7) of the Act,\9\
which require that FINRA enforce and provide appropriate discipline for
violation of FINRA rules and applicable federal securities laws, rules
and regulations. FINRA believes that adopting the proposed rule change
will strengthen FINRA's ability to carry out its oversight and
enforcement responsibilities in cases where full disciplinary
proceedings are unwarranted in view of the minor nature of the
particular violation.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3(b)(6).
    \9\ 15 U.S.C. 78o-3(b)(2) and 78o-3(b)(7).
---------------------------------------------------------------------------

    In addition, FINRA's MRVP, as amended by this proposal, provides a
fair procedure for disciplining members and persons associated with
members, consistent with Sections 15A(b)(8) and 15A(h)(1) of the
Act.\10\ The MRVP does not preclude a member or associated person from
contesting an alleged violation and receiving a hearing on the matter
with the same procedural rights through a litigated disciplinary
proceeding.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78o-3(b)(8) and 78o-3(h)(1).
---------------------------------------------------------------------------

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

    FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change will
allow for a quicker, more efficient means to resolve minor violations
of the eligible rules, potentially lessening the burden on firms in
those circumstances where, absent the rule's inclusion in the MRVP, a
more resource-intense formal proceeding might ensue.

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

    Written comments were neither solicited nor received.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic 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-FINRA-2013-033 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-FINRA-2013-033. 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 Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal offices of the Exchange.
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-FINRA-2013-
033, and should be submitted on or before September 3, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-19509 Filed 8-12-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 47 (Friday, March 10, 2023)]
[Notices]
[Pages 15106-15108]
[FR Doc No: 2023-04876]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97048; File No. SR-NYSE-2023-15]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Rule 313

March 6, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on February 27, 2023, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Rule 313 to eliminate text
reflecting outdated requirements. The proposed rule change is available
on the Exchange's website at www.nyse.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 self-regulatory organization
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 those 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 parts of such statements.

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

1. Purpose
    The Exchange proposes to amend Rule 313 to delete the current text
of Supplementary Material .22 and designate Rule 313.22 as
``Reserved.''
    Rule 313 sets forth certain corporate, limited liability company,
or partnership documents that each member organization must submit to
the Exchange to enter into and continue in NYSE membership. The Rule
also sets forth certain restrictions on capital withdrawals and
distributions applicable to member corporations and partnerships.
    Rule 313.22 currently provides that the certificate of
incorporation of a member corporation must contain provisions
authorizing the corporation to redeem or convert outstanding shares of
voting stock to a fixed income security when such shares are owned by
any person required to be approved by the Board of Directors of the
Exchange as a member or approved person and such person fails or ceases
to be so approved, as may be necessary to reduce such party's ownership
of voting stock in the member corporation below the level that would
enable such party to exercise controlling influence over the management
or policies of such member corporation.
    Rule 313.22 also provides that, if the certificate of incorporation
of a member corporation subject to Rule 325 provides that a stockholder
may compel the redemption of his stock, such certificate must provide
that, unless such stockholder has prior written approval of the
Exchange, the redemption may

only be effected on a date not less than six months after receipt by
the member corporation of a written request for redemption, given no
sooner than six months after the date of the original issuance of such
shares (or any predecessor shares). Rule 313.22 also requires a member
corporation to promptly notify the Exchange of the receipt of any
request for redemption of any stock or if any redemption is not made
because prohibited under the provisions of Rule 15c3-1.\3\
---------------------------------------------------------------------------

    \3\ See 17 CFR 240.15c3-1.
---------------------------------------------------------------------------

    Finally, Rule 313.22 provides that each stock certificate of a
member corporation must state, on its face, the restrictions set forth
in Rule 15c3-1(e) relating to the redemption of stock or a full summary
thereof.
Proposed Rule Change
    The Exchange proposes to delete the text of Rule 313.22 and
designate Rule 313.22 as ``Reserved.''
    The Exchange believes that Rule 313.22, which was adopted in 1970
and last amended in 1976 to incorporate references to then newly
adopted Rule 15c3-1,\4\ requiring a member corporation's certificate of
incorporation to contain specific provisions relating to the redemption
and conversion of stock and requiring a member corporation's stock
certificate to include the restrictions set forth in Rule 15c3-1(e)
relating to the redemption of stock no longer serves a regulatory,
business or investor protection purpose and in fact poses an
unnecessary obstacle for prospective applicants for Exchange
membership. Specifically, the Exchange believes that the provisions of
Rule 313.22 are duplicative of the requirements of Rule 15c3-1, as well
as other Exchange and Financial Industry Regulatory Authority, Inc.
(``FINRA'') rules adopted subsequent to the implementation of Rule
313.22. The Exchange notes that the proposed change relates only to
Rule 313.22's requirements concerning the contents of a member
organization's certificate of incorporation or stock certificate and
would not otherwise impact a member organization's continuing
obligation to comply with the net capital requirements of Rule 15c3-1,
including pursuant to NYSE Rule 4110 and, for the large number of
member organizations that are also members of FINRA, FINRA Rule 4110.
Both NYSE Rule 4110 and FINRA Rule 4110 require, among other things,
that a member organization must suspend business operations during any
period in which it is not in compliance with applicable net capital
requirements set forth in Rule 15c3-1 and that no equity capital of a
member organization may be withdrawn for a period of one year from the
date such equity capital is contributed.\5\
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    \4\ See SR-NYSE-75-11. Prior to the change, proprietors had been
able to withdraw all of their capital even where such action would
result in a capital ratio or minimum dollar capital in violation of
the net capital rule.
    \5\ See NYSE Rule 4110 (Capital Compliance); FINRA Rule 4110
(Capital Compliance), available at: https://www.finra.org/rules-guidance/rulebooks/finra-rules/4110. The Exchange adopted Rule 4110
in 2010 to harmonize its rules with FINRA Rule 4110. See Securities
Exchange Act Release No. 61557 (February 22, 2010), 75 FR 9472
(March 2, 2010) (SR-NYSE-2010-10) (Notice of Filing and Order
Granting Accelerated Approval of Proposed Rule Change by New York
Stock Exchange LLC Changing Certain NYSE Rules and Rule
Interpretations To Correspond With Rule Changes Filed by the
Financial Industry Regulatory Authority, Inc.).
---------------------------------------------------------------------------

    The Exchange believes that the elimination of the requirements set
forth in current Rule 313.22 would simplify the membership application
process without impacting the Exchange's ability to ensure that member
organizations are qualified for Exchange membership and would be held
to the requirements of Exchange rules. Prospective member organizations
would continue to be subject to the membership application process,
which calls for applicants to submit materials including organizational
documents, financial statements, and records relating to the
organization's designated supervisors and principals.\6\ Approved
member organizations are bound to abide by Exchange rules, and the
Exchange would continue to have the authority to enforce member
organizations' obligations under Exchange rules (including compliance
with relevant net capital requirements pursuant to Rule 15c3-1, as
applicable).\7\
---------------------------------------------------------------------------

    \6\ The NYSE membership application is available at: https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Application_for_Membership.pdf.
    \7\ The Exchange notes that the proposed change would likewise
have no impact on FINRA's authority to enforce its rules with
respect to member organizations that are also FINRA members.
---------------------------------------------------------------------------

    The Exchange also believes that the requirements of Rule 313.22, to
the extent they necessitate modifications to a member corporation's
certificate of incorporation or stock certificate, may be burdensome to
prospective member organizations given the potential difficulty of
amending such documents and could deter organizations from seeking
Exchange membership. The Exchange thus believes that eliminating the
requirements of Rule 313.22 could make the membership application
process more accessible to prospective member organizations, thereby
encouraging additional corporations to consider and apply for Exchange
membership.
    Finally, Rule 313.22 currently includes a provision referring to
member corporations subject to Rule 325, which rule was designated as
``Reserved'' in 2010.\8\ Accordingly, the Exchange believes that the
portion of Rule 313.22 setting forth requirements relating to
corporations subject to Rule 325 likewise no longer has application.
---------------------------------------------------------------------------

    \8\ See Securities Exchange Act Release No. 61557 (February 22,
2010), 75 FR 9472 (March 2, 2010) (SR-NYSE-2010-10) (Notice of
Filing and Order Granting Accelerated Approval of Proposed Rule
Change by New York Stock Exchange LLC Changing Certain NYSE Rules
and Rule Interpretations To Correspond With Rule Changes Filed by
the Financial Industry Regulatory Authority, Inc.).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\10\ in particular, because it
is designed to prevent fraudulent and manipulative acts and practices,
promote just and equitable principles of trade, remove impediments to
and perfect the mechanism of a free and open market and a national
market system, and protect investors and the public interest.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that eliminating the requirements of Rule
313.22 with respect to member corporations would remove impediments to
and perfect the mechanism of a free and open market and a national
market system by simplifying the application process for prospective
member organizations and in turn encouraging organizations to apply for
Exchange membership. The Exchange believes that the requirements of
Rule 313.22 do not currently serve a regulatory or business purpose and
do not further investor protection interests, particularly since the
deletion of the requirements in Rule 313.22 would not impact the
Exchange's ability to make informed decisions with respect to
applicants for Exchange membership or to require member organizations
to abide by Exchange rules, including rules relating to their net
capital obligations pursuant to Rule 15c3-1. The Exchange further
believes that the issues that may have been contemplated when Rule
313.22 was adopted (such as ensuring that a member organization's
controlling persons are qualified and that member organizations comply
with the relevant provisions of Rule 15c3-1) are adequately addressed
by both the

application review process and the processes in place for the oversight
of member organizations' compliance with Exchange rules.
    The Exchange also believes that the proposed change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system and is designed to protect investors and the
public interest because it would improve the efficiency of the
membership application process and the clarity of the Exchange's rules
by removing the outdated and unnecessarily burdensome requirements that
a member corporation's certificate of incorporation and stock
certificate contain specific language relating to the redemption. The
Exchange also notes that the proposed change to no longer require
specific language referencing Rule 15c3-1 in the certificate of
incorporation and stock certificate would not impact a member
organization's obligation to comply with the relevant net capital
requirements of Rule 15c3-1, including pursuant to NYSE Rule 4110 and
FINRA Rule 4110, as applicable. The Exchange further believes that
broadening the prospective Exchange membership pool by eliminating
requirements that no longer serve regulatory or business purposes and
do not offer a necessary investor protection would benefit investors
and the public interest by facilitating increased market participation
and depth at the Exchange.

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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes that
the proposed rule change could promote competition by removing an
outdated requirement applicable to prospective member organizations
that are corporations. The Exchange believes that deleting the
requirements set forth in Rule 313.22 (particularly those calling for
modification of a corporation's certificate of incorporation and/or
stock certificate) could result in less burdensome and more efficient
standards for prospective member organizations to meet, thereby
encouraging additional corporations to consider pursuing Exchange
membership. Expanding the prospective Exchange membership pool by
eliminating a requirement that no longer appears to serve a business,
regulatory, or other purpose could promote competition by increasing
market participation and depth at the Exchange.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\
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, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \13\ and Rule 19b-
4(f)(6)(iii) thereunder.\14\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
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.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \15\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSE-2023-15 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-NYSE-2023-15. 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-NYSE-2023-15 and should be submitted on
or before March 31, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-04876 Filed 3-9-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: July 22, 2009 (Volume 74, Number 139)]
[Notices]
[Page 36308]
[DOCID:fr22jy09-133]

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DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

Petition for Waiver of Compliance

    In accordance with Part 211 of Title 49 Code of Federal Regulations
(CFR), notice is hereby given that the Federal Railroad Administration
(FRA) has received a request for a waiver of compliance from certain
requirements of its safety standards. The individual petition is
described below, including the party seeking relief, the regulatory
provisions involved, the nature of the relief being requested, and the
petitioner's arguments in favor of relief.

Union Pacific Railroad Company

[Waiver Petition Docket Number FRA-2009-0062]

    The Union Pacific Railroad Company (UPRR) seeks a waiver of
compliance with the Locomotive Safety Standards, 49 CFR 229.129(c)(10),
as they pertain to the requirement to maintain a written record of the
locomotive horn testing requirement described in this part, and allow
the person performing the testing to utilize an electronic signature.
If granted, UPRR would maintain locomotive horn testing information in
a secure database until a subsequent locomotive horn test is completed
and information will be made available to FRA upon request, as provided
by 49 U.S.C. 20107. In place of required signatures of persons
performing inspections and tests, UPRR employees would be provided a
unique login identification number and a secure password to access the
system and verify performance of required horn test.
    Interested parties are invited to participate in these proceedings
by submitting written views, data, or comments. FRA does not anticipate
scheduling a public hearing in connection with these proceedings since
the facts do not appear to warrant a hearing. If any interested party
desires an opportunity for oral comment, they should notify FRA, in
writing, before the end of the comment period and specify the basis for
their request.
    All communications concerning these proceedings should identify the
appropriate docket number (e.g., Waiver Petition Docket Number FRA-
2009-0062) and may be submitted by any of the following methods:
     Web site: http://www.regulations.gov. Follow the online
instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: Docket Operations Facility, U.S. Department of
Transportation, 1200 New Jersey Avenue, SE., W12-140, Washington, DC
20590.
     Hand Delivery: 1200 New Jersey Avenue, SE., Room W12-140,
Washington, DC 20590, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays.
    Communications received within 45 days of the date of this notice
will be considered by FRA before final action is taken. Comments
received after that date will be considered as far as practicable. All
written communications concerning these proceedings are available for
examination during regular business hours (9 a.m.-5 p.m.) at the above
facility. All documents in the public docket are also available for
inspection and copying on the Internet at the docket facility's Web
site at http://www.regulations.gov.
    Anyone is able to search the electronic form of any written
communications and comments received into any of our dockets by the
name of the individual submitting the comment (or signing the comment,
if submitted on behalf of an association, business, labor union, etc.).
You may review DOT's complete Privacy Act Statement in the Federal
Register published on April 11, 2000 (Volume 65, Number 70; Pages
19477-78).

    Issued in Washington, DC on July 16, 2009.
Grady C. Cothen, Jr.,
Deputy Associate Administrator for Safety Standards and Program
Development.
[FR Doc. E9-17318 Filed 7-21-09; 8:45 am]

BILLING CODE 4910-06-P