[Federal Register: May 12, 2008 (Volume 73, Number 92)]
[Notices]
[Page 27019-27020]
[DOCID:fr12my08-65]

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DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

Notice of Application for Approval of Discontinuance or
Modification of a Railroad Signal System or Relief From the
Requirements of Title 49 Code of Federal Regulations Part 236

    Pursuant to Title 49 Code of Federal Regulations (CFR) Part 235 and
49 U.S.C. 20502(a), the following railroad has petitioned the Federal
Railroad Administration (FRA) seeking approval for the discontinuance
or modification of the signal system or relief from the requirements of
49 CFR part 236, as detailed below.

Docket Number FRA-2008-0041

Applicant: Union Pacific Railroad Company, Mr. John J. Hovanec, AVP
Engineering Design,1400 Douglas Street, Stop 0910, Omaha, Nebraska
68179.

    The Union Pacific Railroad Company (UP) seeks approval of the
proposed discontinuance and removal of the electric locks and circuit
controllers on the Conley frogs on the moveable span bridge over the
White River at Milepost 298.5, on the UP Memphis Subdivision, near
Augusta, Arkansas.
    The reason given for the proposed changes is that the Conley frogs
are self-aligning and require no locking device.
    Any interested party desiring to protest the granting of an
application shall set forth specifically the grounds upon which the
protest is made, and include a concise statement of the interest of the
party in the proceeding. Additionally, one copy of the protest shall be
furnished to the applicant at the address listed above.
    FRA expects to be able to determine these matters without an oral
hearing. However, if a specific request for an oral hearing is
accompanied by a showing that the party is unable to adequately present
his or her position by written statements, an application may be set
for public hearing.
    All communications concerning this proceeding should be identified
by Docket Number FRA-2008-0041 and may be submitted by one of the
following methods:
    Web site: http://www.regulations.gov. Follow the instructions for
submitting comments on the DOT electronic site;
    Fax:<PHONE_NUMBER>;
    Mail: Docket Management Facility, U.S. Department of
Transportation, 1200 New Jersey Avenue SE., West Building Ground Floor,
Room W12-140, Washington, DC 20590; or
    Hand Delivery: Room W12-140 of the U.S. Department of
Transportation West Building Ground Floor, 1200 New Jersey Avenue, SE.,
Washington, DC, 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.
    FRA wishes to inform all potential commenters that anyone is able
to search the electronic form of all 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) or you may visit http://
www.regulations.gov.

    Issued in Washington, DC, on May 6, 2008.
Grady C. Cothen, Jr.,
Deputy Associate Administrator for Safety Standards and Program
Development.
[FR Doc. E8-10476 Filed 5-9-08; 8:45 am]

BILLING CODE 4910-06-P


FIRST AID

IF IN EYES:

Hold eye open and rinse slowly and gently with water for 15-20 minutes.
Remove contact lenses, if present, after the first 5 minutes, then
continue rinsing eye.

Call poison control center or doctor for treatment advice.

IF ON SKIN:

Take off contaminated clothing.

Wash skin immediately with soap and water, then rinse with plenty of
water for 15-20 minutes.

Call a poison control center or doctor for treatment advice.

IF SWALLOWED:

Call poison control center or doctor immediately for treatment advice.

Have person sip a glass of water if able to swallow.

Do not induce vomiting unless told to do so by poison control center or
doctor.

Do not give anything to an unconscious person.

HOTLINE NUMBER

Have the product container or label with you when calling a poison
control center, doctor or going for treatment.

For emergency information concerning this product, call the National
Pesticide Information Center at 1-800-858-7378, 6:30 AM to 4:30 PM
Pacific Time, seven days a week. During other times, call the poison
control center 1-800-222-1222.

PRECAUTIONARY STATEMENTS

HAZARDS TO HUMANS AND DOMESTIC ANIMALS: CAUTION: Harmful if swallowed.
Wash thoroughly with soap and water after handling and before eating,
drinking, chewing gum, using tobacco or using the toilet. Harmful if
absorbed through skin. Avoid contact with skin, eyes or clothing. Remove
and wash contaminated clothing before reuse. Causes moderate eye
irritation. Avoid contact with eyes or clothing. Prolonged or frequently
repeated skin contact may cause allergic reactions in some individuals.

HANDLER PERSONAL PROTECTIVE EQUIPMENT (PPE): Applicators and handlers
must wear long-sleeved shirts and long pants, socks, shoes and
waterproof gloves. Follow the manufacturer’s instructions for cleaning
and maintaining PPE. If no such instructions are available for
washables, use detergent and hot water. Keep and wash PPE separately
from other laundry.

USER SAFETY RECOMMENDATIONS: Users should remove clothing and PPE
immediately if pesticide gets inside, then wash thoroughly and put on
clean clothing. Users should remove PPE immediately after handling this
product. Wash the outside of gloves before removing and as soon as
possible, wash thoroughly and change into clean clothing.

ENVIRONMENTAL HAZARDS: For terrestrial uses: Do not apply directly to
water, or to areas where surface water is present or to intertidal areas
below the mean high water mark. Do not contaminate water when disposing
of equipment washwater or rinsate.

DIRECTIONS FOR USE

It is a violation of Federal Law to use this product in a manner
inconsistent with its labeling. Follow the instructions in the
appropriate box below for Agricultural and Non-Agricultural uses.

AGRICULTURAL USE REQUIREMENTS: The requirements in this box apply to
uses of this product that are covered by the Worker Protection Standard.
Use this product only in accordance with its labeling and with the
Worker Protection Standard, 40 CFR part 170. This standard contains
requirements for the protection of agricultural workers on farms,
forests, nurseries, and greenhouses, and handlers of agricultural
pesticides. It contains requirements for training, decontamination,
notification, and emergency assistance. It also contains specific
instructions and exceptions pertaining to the statements on this label
about personal protective equipment (PPE), notification to workers, and
restricted-entry interval. Do not apply this product in a way that will
contact workers or other persons, either directly or through drift. Only
protected handlers may be in the area during application. For any
requirements specific to your State or Tribe, consult the State or
Tribal agency responsible for pesticide regulation. Do not enter or
allow worker entry into treated areas during the restricted entry
interval (REI) of 4 hours. For early entry into treated areas that is
permitted under the Worker Protection Standard and that involves contact
with anything that has been treated, such as plants, soil, or water,
wear: Coveralls, socks, shoes and waterproof gloves. Notify workers of
the application by warning them orally and by posting warning signs at
entrances to treated areas.

NON-AGRICULTURAL USE REQUIREMENTS: The requirements in this box apply to
uses of this product that are NOT within the scope of the Worker
Protection Standard for agricultural pesticides (40 CFR part 170). The
WPS only applies when this product is used to produce agricultural
plants on farms, forests, nurseries, or greenhouses. Keep children and
pets out of treated areas until sprays or other wet applications have
dried.

GENERAL INSTRUCTIONS

MODE OF ACTION	SPLAT EC-O promotes mating disruption by using a mimic of
the carob moth pheromone applied as many point sources (SPLAT dollops or
droplets) in the field to disrupt adult moth mating. This results in
reduced pest population reproduction and decreased larval damage to
crops.

TARGET PEST AND SITES	SPLAT EC-O is for use on all crops and non-crop
areas where the carob moth is detected.

AREA-WIDE CONTROL AND IPM 	The mating disruption strategy for pest
control works best with large acreages where the ratio of exposed
borders to overall area treated is relatively small and in area-wide
control programs. Monitor for pests on a regular basis so that timely
intervention with another application of SPLAT EC-O, insecticides or
other control measures is possible. Fortifying control area borders with
either 20% more SPLAT EC-O or the periodic reapplication of product
along exposed the borders especially around suspected moth entry points
will minimize the influx of mated females from surrounding areas.

MONITORING & TIMING OF APPLICATION	Monitor the target pest(s) with
pheromone-baited traps, such as the ISCAlure® Ceratoniae pheromone lure
and ISCA delta trap monitoring system.  Place monitoring traps in the
treated area before applying SPLAT EC-O to determine the infestation
level. Continue monitoring throughout the season to evaluate efficacy
and longevity of the application. Consult a qualified pest control
advisor or ISCA Technologies to obtain correct timing for application.
Supplementary control measures are advised if the pest population
densities are above threshold levels.

FORMULATION AND PREPARATION

FOR USE	SPLAT EC-O is a ready-to-use thick liquid formulation. If
product has been stored in a refrigerated area and has hardened, allow
24 hours at room temperature to achieve a workable consistency. Always
mix product thoroughly before use. A drill with paint mixing paddle or
similar device works best. Do not mix mechanically with sharp blades
that can contact the plastic container. This can introduce shards of
plastic into the mixture, which can interfere with product flowability
and application. At high application temperatures (above 95°F), keep
SPLAT EC-O cool (60 - 75°F) until application.

APPLICATION METHOD	SPLAT EC-O is applied as individual dollops
(recommended diameter: ½ to 1 inch) to generate many point sources in
the field. Application is made with a flat spatula, caulking gun, dosing
gun or similar tool in a visible location that allows for easy
retrieval. Always consult a qualified pest control advisor or ISCA
Technologies to ensure optimum application of product is achieved.

PLACEMENT	CROPS TRAINED TO A SINGLE-MAIN Trunk – Apply SPLAT EC-O
dollops directly onto the tree trunk or at the juncture of the main
scaffold limbs and the main trunk, away from fruit and at the height
recommended by a pest control advisor or ISCA Technologies. CROPS
Trained AS A BUSH OR MULTIPLE STEMMED TRUNK - Apply SPLAT EC-O dollops
onto the base of the trunk (if accessible), lower non-fruiting branches
and adjacent soil surface, away from fruit and at the height recommended
by a pest control advisor or ISCA Technologies. NON-CROP AREAS (such as
storage areas). Apply to walls, poles, other structures, or soil.

APPLICATION RATE	The application rate of SPLAT EC-O is 100 grams to 1000
grams of undiluted product per acre.  This is equivalent to 2-20 grams
of active ingredient per acre. Consult a qualified pest control advisor
or ISCA Technologies for the recommended rate of application, as it will
vary depending on pest population, crop, and field conditions.

USE RESTRICTIONS: Do not exceed 150 grams of active ingredient (7500
grams of SPLAT EC-O) per acre per year. Do not apply this product
through any type of irrigation system. Do not apply SPLAT EC-O when the
ambient temperature is below 55°F. It is best to apply SPLAT EC-O when
the ambient temperature is below 95°F.  Do not apply if rain is
expected within 3 hours of application.

STORAGE AND DISPOSAL

Do not contaminate water, food or feed by storage and disposal.

CLEANING EQUIPMENT	Clean equipment with water and citrus or
limonene-based detergents.

PESTICIDE

STORAGE	Store product in sealed containers. SPLAT EC-O should be kept
refrigerated (39 - 46 oF. Do not freeze. If refrigeration is not
available, store product in a cool dry place, out of direct sunlight.
Do not exceed 75oF for long-term storage. In case of leak or spill, wipe
with paper towel and dispose of waste when product hardens.

PESTICIDE

DISPOSAL	To avoid waste, use all material in this container by
application according to label directions. If waste cannot be avoided,
offer remaining product to a waste disposal facility or pesticide
disposal program (often such programs are run by state or local
governments or by industry).

CONTAINER

DISPOSAL	Non-refillable container. Do not refill or reuse this
container. Scrape any remaining product out of the container with a
spatula or other appropriate tool. Offer container for recycling if
available, or puncture and dispose of in a sanitary landfill, or by
incineration. Do not burn unless allowed by state and local ordinances.

WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY

IMPORTANT: READ BEFORE USE. Read the entire Directions for Use,
Conditions of Warranties and Limitations of Liability before using this
product. If terms are not acceptable, return the unopened product
container at once. By using this product, user or buyer accepts the
following Conditions, Disclaimer of Warranties and Limitations of
Liability.  CONDITIONS: The directions for use of this product are
believed to be adequate and must be followed carefully. However, it is
impossible to eliminate all risks associated with the use of this
product. Crop injury, ineffectiveness or other unintended consequences
may result because from such factors as weather conditions, presence of
other materials, or the manner of use or application, all of which are
beyond the control of ISCA Technologies. All such risks shall be assumed
by the user or buyer. DISCLAIMER OF WARRANTIES: To the extent consistent
with applicable law, ISCA Technologies makes no other warranties,
express or implied, of merchantability or of fitness for a particular
purpose or otherwise, that extend beyond the statements made on this
label. No agent of ISCA Technologies is authorized to make any
warranties beyond those contained herein or to modify the warranties
contained herein. To the extent consistent with applicable law, ISCA
Technologies disclaims any liability whatsoever for special, incidental
or consequential damages resulting from the use or handling of this
product. LIMITATIONS OF LIABILITY: To the extent consistent with
applicable law, the exclusive remedy of the user or buyer for any and
all losses, injuries or damages resulting from the use or handling of
this product, whether in contract, warranty, tort, negligence, strict
liability or otherwise, shall not exceed the purchase price paid or at
ISCA Technologies’ election, the replacement of product.

ISCA Technologies, Inc.	1230 Spring St., Riverside, CA, 92507
951-686-5008<EMAIL_ADDRESS>
 PAGE

EC-O™

For Mating Disruption of

Ectomyelois ceratoniae (Carob Moth)

SPLAT is a matrix for the sustained passive release of insect
pheromones. SPLAT EC-O provides control of the carob moth by disrupting
mating behavior.

  For Organic Production

ACTIVE INGREDIENT:

Carob Moth Pheromone Mimic

(Z,E)-7,9,11-Dodecatrienyl formate:	           	            2.00%

OTHER INGREDIENTS:			           98.00%

TOTAL:					         100.00%

Non-flammable liquid

Net Contents: ________ Lbs   ________ Kg

Batch Number: _____________

EPA Reg. No. 80286-RI

EPA Est. No. 80286-CA-004

KEEP OUT OF REACH OF CHILDREN

CAUTION


[Federal Register Volume 84, Number 196 (Wednesday, October 9, 2019)]
[Notices]
[Pages 54210-54213]
[FR Doc No: 2019-22012]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87211; File No. SR-Phlx-2019-38]

Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Phlx's
Second Amended Limited Liability Company Agreement and By-Laws

October 3, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on September 20, 2019, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I and II below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its Second Amended Limited Liability
Company Agreement (``LLC Agreement'') and By-Laws (``By-Laws''), as
further discussed below
    The text of the proposed rule change is available on the Exchange's
website at http://nasdaqphlx.cchwallstreet.com/, at the principal
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend its LLC Agreement and By-Laws to (i)
harmonize certain provisions related to the regulatory independence of
the Exchange with those of the Exchange's affiliates, Nasdaq ISE, LLC
(``ISE''), Nasdaq GEMX, LLC (``GEMX''), and Nasdaq MRX, LLC (``MRX''),
(ii) modify Director categorizations, (iii) update compositional
requirements of the Regulatory Oversight Committee (``ROC''), and (iv)
make additional, non-substantive edits. Each change is discussed below.
LLC Agreement
    The Exchange proposes to modify a number of provisions in its LLC
Agreement related to the regulatory independence of the Exchange. As
discussed below, the Exchange believes that the proposed changes will
make these provisions more robust and will serve to align the
Exchange's LLC Agreement with the LLC Agreements of its affiliates,
ISE, GEMX, and MRX.
     Distributions: The Exchange currently has distribution
provisions in Section 14 of the LLC Agreement that prohibits the
Exchange from making distributions to its stockholder (i.e., Nasdaq,
Inc.), using Regulatory Funds.\3\ The Exchange now proposes to amend
this provision to substantively conform to Section 15 in the ISE, GEMX,
and MRX LLC Agreements by specifying that Regulatory Funds shall not be
used for non-regulatory purposes, but rather shall be used to fund the
legal, regulatory and surveillance operations of the Exchange. The
Exchange believes these are minor changes that make the distribution
provisions more robust by specifying how Regulatory Funds may be used.
Lastly, the Exchange proposes to add that it would not be required to
make a distribution to the stockholder if such distribution would
otherwise be required to fulfill the regulatory functions or
responsibilities of the Exchange.
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    \3\ ``Regulatory Funds'' means fees, fines, or penalties derived
from the regulatory operations of the Exchange. ``Regulatory Funds''
shall not be construed to include revenues derived from listing
fees, market data revenues, transaction revenues, or any other
aspect of the commercial operations of the Exchange, even if a
portion of such revenues are used to pay costs associated with the
regulatory operations of the Exchange. See By-Law Article I, Section
(ii). The definition of Regulatory Funds is not changing under this
proposal.
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     Books and Records: Section 15 of the LLC Agreement
presently sets forth certain information relating to general
administrative matters with respect to the books and records of the
Exchange, including requirements as to where the Exchange's books and
records are kept, the maintenance of such books and records, and
inspection rights, among other provisions. The Exchange proposes to
amend Section 15 to add substantively conforming language as set forth
in Section 16 of the LLC Agreements of ISE, GEMX, and MRX by providing
that all confidential information relating to the self-regulatory
function of the Exchange (including but not limited to disciplinary
matters, trading data, trading practices and audit information)
contained in the books and records of the Exchange shall: (i) Not be
made available to any persons other than to those officers, directors,
employees and agents of the Exchange that have a reasonable need to
know the contents thereof, (ii) be retained in confidence by the
Exchange and the officers, directors, employees and agents of the
Exchange, and (iii) must not be used for any non-regulatory purpose.
Furthermore, the Exchange proposes to add, similar to the ISE, GEMX,
and MRX LLC Agreements, that nothing in the LLC Agreement shall be
interpreted as to limit or impede the rights of the Commission to
access and examine such confidential information pursuant to federal
securities laws and the rules and regulations thereunder, or to limit
or impede the ability of any officers, directors, employees or agents
of the Exchange to disclose such confidential information to the
Commission. The Exchange believes that the proposed changes will add
more specificity as to who may access the Exchange's books and records,
especially relating to confidential information on the self-regulatory
function of the Exchange, and the use of such information.
     Assignments: Section 20 of the LLC Agreement currently
prohibits the Exchange's stockholder from transferring or assigning in
whole or in part its limited liability company interest in the
Exchange, except to an affiliate of the stockholder. The Exchange now
proposes to provide in Section 20 that any transfer or assignment by
the stockholder of its equity ownership interest in the Exchange is
prohibited unless it is filed and approved by the Commission pursuant
to a rule filing, and to delete the stockholder affiliate exception to
the general prohibition on transfers and

assignments. This will align Section 20 of the Exchange's LLC Agreement
with Section 20 in the LLC Agreements of ISE, GEMX, and MRX.
By-Law Article I
    Currently, the definition of ``Non-Industry Director'' in the
Exchange By-Laws refers to, among other individuals, an officer,
director or employee of an issuer of securities listed on the national
securities exchange operated by the Exchange.\4\ Because only its
affiliate, The Nasdaq Stock Market LLC (``Nasdaq''), currently operates
an equities listing market, the Exchange seeks to amend the definition
of Non-Industry Director to refer to an officer, director or employee
of an issuer of securities listed on a national securities exchange
operated by the Exchange or one of its affiliates. The Exchange
believes that the proposed changes will bring greater clarity to the
Exchange's rules by aligning the By-Law provision to how the Exchange
currently operates. The Exchange notes that the qualifications for a
Non-Industry Director are not expanding under this proposal and as a
practical matter, no changes to the current composition of Non-Industry
Directors on the Exchange's Board are contemplated by this rule change.
Today, a Non-Industry Director who is not designated by the Exchange as
a Public Director \5\ under (i) of the definition of Non-Industry
Director, and that does not explicitly fall under (ii) (i.e., ``an
officer, director or employee of an issuer of securities listed on the
national securities exchange operated by the Exchange'') would still
fall under (iii) an individual who would not be an Industry
Director.\6\ With the proposed changes, these Non-Industry Directors
could fall under both (ii) and (iii) because they would be
representative of issuers listed on the Exchange's affiliate, Nasdaq,
and at the same time, not be considered Industry Directors. The
Exchange also proposes to make conforming changes to the definition of
a ``Non-Industry member'' of a committee.\7\ The Exchange further
proposes a non-substantive change to delete the reference to
``director'' contained in (ii) of the definition of Non-Industry member
in order to align with its affiliated exchanges.\8\
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    \4\ In addition, the term ``Non-Industry Director'' encompasses
a Director (excluding Staff Directors) who is a Public Director or
any other individual who would not be an Industry Director. See By-
Law Article I, Section (bb).
    \5\ The term ``Public Director'' shall mean a Director who has
no material business relationship with a broker or dealer, the
Exchange or its affiliates, or FINRA. See By-Law Article I, Section
(gg).
    \6\ The term ``Industry Director'' means a Director (excluding
any two officers of the Exchange, selected at the sole discretion of
the Board, amongst those officers who may be serving as Directors
(the ``Staff Directors'')), who (i) is or has served in the prior
three years as an officer, director, or employee of a broker or
dealer, excluding an outside director or a director not engaged in
the day-to-day management of a broker or dealer; (ii) is an officer,
director (excluding an outside director), or employee of an entity
that owns more than ten percent of the equity of a broker or dealer,
and the broker or dealer accounts for more than five percent of the
gross revenues received by the consolidated entity; (iii) owns more
than five percent of the equity securities of any broker or dealer,
whose investments in brokers or dealers exceed ten percent of his or
her net worth, or whose ownership interest otherwise permits him or
her to be engaged in the day-to-day management of a broker or
dealer; (iv) provides professional services to brokers or dealers,
and such services constitute 20 percent or more of the professional
revenues received by the Director or 20 percent or more of the gross
revenues received by the Director's firm or partnership; (v)
provides professional services to a director, officer, or employee
of a broker, dealer, or corporation that owns 50 percent or more of
the voting stock of a broker or dealer, and such services relate to
the director's, officer's, or employee's professional capacity and
constitute 20 percent or more of the professional revenues received
by the Director or member or 20 percent or more of the gross
revenues received by the Director's or member's firm or partnership;
or (vi) has a consulting or employment relationship with or provides
professional services to the Exchange or any affiliate thereof or to
FINRA (or any predecessor) or has had any such relationship or
provided any such services at any time within the prior three years.
See By-Law Article I, Section (p).
    \7\ See By-Law Article I, Section (cc).
    \8\ In particular, the definitions of Non-Industry member on
Nasdaq BX, Inc. (``BX''), Nasdaq, ISE, GEMX, and MRX all refer to,
among other individuals, ``. . . an officer or employee of an issuer
of securities . . .'' See BX By-Law Article I, Section (cc); Nasdaq
By-Law Article I, Section (w); ISE By-Law Article I, Section (x);
GEMX By-Law Article I, Section (x); and MRX By-Law Article I,
Section (x).
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    Currently, the Exchange's Board compositional requirements require
at least one Public Director and at least one Director representative
of issuers and investors.\9\ As set forth in Article I, Section (gg), a
``Public Director'' is defined as a Director who has no material
business relationship with a broker or dealer, the Exchange or its
affiliates, or FINRA. ``Director representative of issuers and
investors'' is not defined specifically in the Exchange's By-Laws, but
is implicitly defined in the term Non-Industry Director as ``an
officer, director, or employee of an issuer of securities listed on the
national securities exchange operated by the Exchange.'' \10\ The
Exchange now proposes to clarify in the definition of Public Director
that, for the avoidance of doubt, a director of an issuer of securities
listed on a national securities exchange operated by the Exchange or
one of its affiliates shall not be precluded from being considered a
Public Director solely on the basis of such directorship. The Exchange
believes that a director of a listed company can adequately represent
the interests of listed companies on the Board and therefore be
considered an issuer representative. At the same time, the Exchange
does not believe that such a directorship always constitutes a material
business relationship with a broker or dealer, the Exchange or its
affiliates, or FINRA, which would prohibit the individual from being
considered a Public Director.\11\ Of course, such issuer representative
must still meet the requirements of a Public Director and not have such
material business relationships by definition. Thus in limited
circumstances, the Exchange believes that it is possible for directors
of listed companies to be considered both Public Directors and issuer
representatives.
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    \9\ See By-Law Article III, Section 3-2(a).
    \10\ See By-Law Article I, Section (bb). As discussed above, the
Exchange will amend this provision to refer to ``an officer,
director, or employee of an issuer of securities listed on a
national securities exchange operated by the Exchange or one of its
affiliates.''
    \11\ This is consistent with the longstanding best practice of
the Exchange's parent, Nasdaq, Inc., having the Chairman of the
Audit Committee of the board of directors of Nasdaq, Inc. serve as
the Chairman of the Exchange Board's Regulatory Oversight Committee,
which is required to be comprised of Public Directors who are also
considered ``independent directors'' as defined in Nasdaq Rule 5605.
See By-Law Article V, Section 5-2(c). Because Nasdaq, Inc. is a
listed company, this Exchange Director could be considered both an
issuer representative and a Public Director.
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    The Exchange does not seek to amend the Board's qualification
requirements in the By-Laws other than the proposed changes to the
definitions of Non-Industry Director and Public Director. With the
proposed changes, the composition of the Board would still be required
to reflect a balance among Non-Industry Directors (including Public
Directors and Directors representative of issuers and investors),
Industry Directors, and Member Representative Directors.\12\
Accordingly, current Board qualification requirements such as the
number of Non-Industry Directors, including at least one Public
Director and at least one Director representative of issuers and
investors, equaling or exceeding the sum of the number of Industry
Directors and Member

Representative Directors would continue to apply.\13\
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    \12\ The term ``Member Representative Director'' shall mean a
Director who has been elected or appointed after having been
nominated by the Member Nominating Committee or by a Member pursuant
to the Exchange's By-Laws. A Member Representative Director may, but
is not required to be, an officer, director, employee, or agent of a
Member. See By-Law Article I, Section (w). Member Representative
Directors are directors that meet the fair representation
requirement in Section 6(b)(3) of the Act, which requires that the
``rules of the Exchange assure a fair representation of its members
in the selection of its directors and administration of its affairs
. . .''
    \13\ See By-Law Article III, Section 3-2(a). In addition, the
Board qualification requirement that at least 20% of the Directors
be Member Representative Directors will continue to apply. See LLC
Agreement Section 8(a).
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    In light of the foregoing, the Exchange also proposes to make
conforming changes to the definition of a ``Public member'' of a
committee.\14\ Lastly, the Exchange proposes to add that a Public
member means a committee member that has no material business
relationship with FINRA (in addition to a broker or dealer, or the
Exchange and its affiliates, as currently provided). This proposed
change would align the Exchange's definition of ``Public member'' to
its affiliated exchanges.\15\
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    \14\ See By-Law Article I, Section (hh).
    \15\ See BX By-Law Article I, Section (hh); Nasdaq By-Law
Article I, Section (z); ISE By-Law Article I, Section (aa); GEMX By-
Law Article I, Section (aa); and MRX By-Law Article I, Section (aa).
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By-Law Article V, Section 5-2(c)
    Currently, By-Law Article V, Section 5-2(c) requires that the ROC
be comprised of three members, each of whom shall be a Public Director
and an ``independent director'' as defined in Nasdaq Rule 4200. The
Exchange proposes to amend Section 5(c) to provide that the ROC shall
be comprised of at least three members, as is currently set forth in
the ROC Charter.\16\ All members of the ROC will continue to be Public
Directors and ``independent directors.'' Lastly, the Exchange also
proposes to make technical changes in Section 5-2(c) to update the
reference to Nasdaq Rule 4200 to Rule 5605.
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    \16\ The ROC Charter is available at: http://ir.nasdaq.com/static-files/ad0a0102-e977-40cf-8139-15c359576a25.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\17\ in general, and furthers the objectives of Section
6(b)(1), Section 6(b)(3), and Section 6(b)(5) of the Act,\18\ in
particular, which require, among other things, an exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Act; that one or more directors be representative of issuers and
investors and not be associated with a member of the exchange, broker,
or dealer; and that the rules of an exchange be designed to promote
just and equitable principles of trade, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general to protect investors and the public interest.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(1), (b)(3), and (b)(5).
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LLC Agreement
    The Exchange believes that the proposed changes to the LLC
Agreement provisions on distributions, books and records, and
assignments are consistent with the Act. As discussed above, the
Exchange believes that its proposal will bring greater specificity and
detail to provisions related to the regulatory independence of the
Exchange. The Exchange believes that the proposed changes will make
clear the independence of the Exchange's regulatory function and
facilitate the ability of the Exchange to carry out its responsibility
and operate in a manner consistent with the Act. Furthermore, the
proposed amendments will have the additional benefit of bringing the
Exchange's LLC Agreement into greater conformity with those of ISE,
GEMX, and MRX, thereby creating more consistent standards among the
affiliated exchanges owned by Nasdaq, Inc.\19\
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    \19\ See ISE, GEMX, and MRX LLC Agreements, Sections 15, 16, and
20.
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By-Law Article I
    The Exchange believes that the changes to the definitions of Non-
Industry Director and Non-Industry member proposed above will enhance
the clarity of these provisions given that only the Exchange's
affiliate (Nasdaq) currently operates an equities listing market.
Accordingly, the proposed changes should more accurately reflect how
the Exchange currently operates. The Exchange also believes that the
proposed changes to the definitions of Public Director and Public
member are consistent with the Act as these modifications are intended
to make clear that a Director is not barred from being considered a
Public Director merely because the Director serves as a director of an
issuer of securities listed on a national securities exchange operated
by the Exchange or one of its affiliates, and are consistent with
current corporate governance practices.\20\ Furthermore, as discussed
above, the requirements that the number of Non-Industry Directors
(including at least one Public Director and at least one Director
representative of issuers and investors) equal or exceed the sum of the
number of Industry Directors and Member Representative Directors, and
at least 20% of the Directors be Member Representative Directors, would
continue to apply.\21\ Accordingly, the Exchange believes that the
proposed changes will more accurately reflect the Exchange's current
operations and governance practices while continuing to comport with
the Exchange's statutory obligations regarding fair representation
under Section 6(b)(3) of the Act. Lastly, the proposed changes in
``Non-Industry member'' and ``Public member'' as discussed above will
bring these definitions in greater conformity with the Exchange's
affiliated exchanges, thereby creating more consistent standards among
the affiliated exchanges owned by Nasdaq, Inc.
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    \20\ See supra note 11.
    \21\ See supra notes 12 and 13, with accompanying text.
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By-Law Article V, Section 5-2(c)
    The Exchange believes that the proposed rule change in By-Law
Article V, Section 5-2(c) to provide that the ROC shall be comprised of
at least three members is consistent with the Act because it will
promote transparency to the Exchange's current practices by conforming
the By-Law language to the ROC Charter. As discussed above, the
composition requirements that all ROC members be Public Directors and
``independent directors'' as defined in Nasdaq's Rules will remain
unchanged with this proposal, thereby ensuring that an independent
Board committee will continue to be responsible for the regulatory
oversight of the Exchange. Lastly, the proposed technical change to
update the reference to Nasdaq Rule 4200 to Rule 5605 will bring
greater clarity to the Exchange's rules, which will protect investors
and the public interest.

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

    Because the proposed rule change relates to the corporate
governance of the Exchange and not to the Exchange's operations, the
Exchange does not believe that the proposed rule change will impose any
burden on competition not necessary or appropriate in furtherance of
the purposes of the Act.

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

    No written comments were either solicited or received.

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on

which it was filed, or such shorter time as the Commission may
designate, it has become effective pursuant to Section 19(b)(3)(A) of
the Act \22\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\23\
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \24\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \25\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay. The
Commission notes that waiver of the operative delay would allow the
Exchange to effect the changes to its LLC Agreement and By-Laws, which
would provide more specificity and would better align provisions in the
Exchange's LLC Agreement with those in the LLC Agreements of its
affiliates, in time for the Exchange Board meeting on September 25,
2019. The Commission believes that waiver of the 30-day operative delay
is consistent with the protection of investors and the public interest.
Accordingly, the Commission hereby waives the operative delay and
designates the proposed rule change operative upon filing.\26\
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    \24\ 17 CFR 240.19b-4(f)(6).
    \25\ 17 CFR 240.19b-4(f)(6)(iii).
    \26\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
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-Phlx-2019-38 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-Phlx-2019-38. 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-Phlx-2019-38 and should be submitted on
or before October 30, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-22012 Filed 10-8-19; 8:45 am]
 BILLING CODE 8011-01-P