[Federal Register Volume 85, Number 24 (Wednesday, February 5, 2020)]
[Notices]
[Pages 6651-6653]
[FR Doc No: 2020-02192]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88098; File No. SR-NYSENAT-2020-02]

Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to Certain
Grammatical or Non-Substantive Changes to the NYSE National Rule
10.8000 and Rule 10.9000

January 30, 2020.
    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 January 22, 2020, NYSE National, Inc. (``NYSE National'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by 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 certain grammatical or non-substantive
changes to the NYSE National Rule 10.8000 and Rule 10.9000 Series to
conform to the Rule 10.8000 and Rule 10.9000 Series of the Exchange's
affiliate NYSE Arca, Inc. (``NYSE Arca''). 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes certain grammatical or non-substantive
changes to the NYSE National Rule 10.8000 (Investigations and
Sanctions) and Rule 10.9000 (Code of Procedure) Series to conform to
the Rule 10.8000 and Rule 10.9000 Series of the Exchange's affiliate
NYSE Arca. The proposed rule change will further harmonize the
Exchange's disciplinary rules with the rules of the Exchange's
affiliates.
Proposed Rule Change
    In 2018, the Exchange adopted the Rule 10.8000 and Rule 10.9000
Series, which set forth the Exchange's rules relating to investigation,
discipline, sanction, and other procedural rules. Rule 10 was modeled
on the rules of the Exchange's affiliate NYSE American, Inc., which in
turn was modeled on the rules of the Financial Industry Regulatory
Authority, Inc. (``FINRA'').\3\ In 2019, the Exchange's affiliate NYSE
Arca adopted the Rule 10.8000 and Rule 10.9000 Series.\4\ As part of
that filing, NYSE Arca incorporated certain grammatical or other non-
substantive changes that the Exchange proposes to adopt in order to
further harmonize the Exchange's disciplinary rules with the rules of
its affiliates.
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    \3\ See Securities Exchange Act Release No. 83289 (May 17,
2018), 83 FR 23968 (May 23, 2018) (SR-NYSENat-2018-02).
    \4\ See Securities Exchange Act Release No. 85639 (April 12,
2019), 84 FR 16346 (April 18, 2019) (SR-NYSEArca-2019-15). As part
of that filing, NYSE Arca incorporated certain grammatical or other
non-substantive changes that had been earlier made to the Exchange's
disciplinary rules. See id., 84 FR at 16346, n. 4.
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    Specifically, the Exchange proposes the following changes:
     Rule 10.8211 (Automated Submission of Trading Data
Requested by the Exchange) sets forth the procedures for electronic
blue sheets. In subsection (a), the Exchange proposes to delete the
``s'' following ``transaction'' and add the phrase ``or transactions''
and to replace ``is'' with ``are'' in order to conform to NYSE Arca
Rule 10.8211(a).
     Rule 10.8313 (Release of Disciplinary Complaints,
Decisions and Other Information) provides, in part, for the Exchange to
publish all final disciplinary decisions issued under the Rule 10.9000
Series, other than minor rule violations, on its website. In Rule
10.8313(a)(3), the Exchange proposes to add ``and'' between ``10.9558''
and ``10.9560.'' In subsection (c)(1), the Exchange proposes to add
``information that contains'' prior to ``confidential customer
information.'' Both changes would conform to NYSE Arca Rule
10.8313(a)(3) and (c)(1).
     Rule 10.8320 (Payment of Fines, Other Monetary Sanctions,
or Costs; Summary Action for Failure to Pay) governs payment of fines
and other monetary sanctions or costs by ETP \5\ Holders. In order to
conform to NYSE Arca Rule 10.8320(b), Rule 10.8320(b) would be amended
to add an apostrophe after ``days'' and the phrase ``from membership''
following ``expel.''
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    \5\ The term ``ETP'' refers to an Equity Trading Permit issued
by the Exchange for effecting approved securities transactions on
the Exchange. An ``ETP Holder'' means the Exchange-approved holder
of an ETP. See Rules 1.1(h) and (i).
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     Rule 10.9110 (Application) sets forth the types of
proceedings to which the Rule 10.9000 Series applies. In order to
conform to NYSE Arca Rule 10.9110(a), the Exchange would add the
following sentence to the end of the subsection: ``No member of the
Board of Directors or non-Regulatory Staff may interfere with or
attempt to influence the process or resolution of any pending
investigation or disciplinary proceeding.''
     Rule 10.9120 (Definitions) sets forth the definitions
applicable to the Rule 10.9000 Series. Under the definition of
``Interested Staff'' in Rule 10.9120(B)(iii), the Exchange would add
parentheses around the ``s'' in ``supervises'' to conform to NYSE Arca
Rule 10.9120(B)(iii).
     Rule 10.9310 governs review by the Exchange's board of
directors. In order to conform with NYSE Arca Rule 10.9310(a)(B)(i) and
(ii), Rule 10.9310(a)(B)(i) and (ii) would both be amended to define
the term ``affiliate'' as used therein. Specifically, the phrase ``of
the Exchange as such term is defined in Rule 12b-2 under the Exchange
Act'' would be added before ``affiliate'' in both subsections and the
phrases ``ETP Holder that is an'' and ``Exchange ETP Holder that is
an'' before ``affiliate'' in subsections (a)(i) and (a)(ii),
respectively, would be deleted. Further, in order to conform to NYSE
Arca Rule 10.9310(b), the Exchange would add ``Securities'' before, and
``of 1934'' after, ``Exchange Act'' in the last sentence.
     Rule 10.9524 (Exchange Board of Directors Consideration)
governs requests for review by the applicant to the Exchange board of
directors. To conform with NYSE Arca Rule 10.9524, the Exchange would
add ``Securities'' before, and ``of 1934'' after, ``Exchange Act'' in
the last sentence.
     Rule 10.9559 (Hearing Procedures for Expedited Proceedings
Under the Rule 10.9550 Series) sets forth uniform hearing procedures
for all expedited proceedings under the Rule 10.9550 Series. In order
to conform to NYSE Arca Rule 10.9559, the Exchange proposes the
following changes to Rule 10.9559:
    [cir] Replacing the incorrect reference to Rule 10.9552 with Rule
10.9551 in subsection (c)(1);
    [cir] adding two references to Rule 10.9551 in subsection (d)(2);
    [cir] deleting ``the'' before ``Hearing Officer'' in the next to
last sentence of Rule 10.9559(e);
    [cir] replacing the incorrect reference to Rule 10.9552 with Rule
10.9551 in Rule 10.9559(g)(4); and
    [cir] adding a reference to Rule 10.9551 in Rule 10.9559(o)(3).
     Finally, Rule 10.9560 (Expedited Suspension Proceeding)
sets forth procedures for expedited suspension hearings. In order to
conform to NYSE Arca Rule 10.9560, the Exchange proposes the following
changes to Rule 10.9560:
    [cir] Adding ``or Panelist'' after ``Hearing Officer'' in three
places in subsection (b)(2); and
    [cir] adding ``or Panelist'' after ``Hearing Officer'' in two
places in subsection (c)(1).
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act''),\6\ in general, and
furthers the objectives of Section 6(b)(5),\7\ in particular, because
it is designed 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 facilitating
transactions in securities, to remove impediments to, and perfect the
mechanism of, a free and open market and a national market system and,
in general, to protect investors and the public interest.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would remove

impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, protect investors and the
public interest because the proposed conforming grammatical or non-
substantive changes would add clarity, transparency and consistency to
the Exchange's disciplinary rules. The Exchange believes that market
participants would benefit from the increased clarity, thereby reducing
potential confusion. Similarly, the Exchange believes that the proposed
changes would also make the Exchange's disciplinary rules more
consistent with the rules of NYSE Arca, thereby ensuring that persons
subject to the Exchange's jurisdiction, regulators, and the investing
public can more easily navigate and understand the Exchange's rules.

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 proposed rule change is
not intended to address competitive issues but rather is concerned
solely with amending the disciplinary rules to make conforming
grammatical or non-substantive changes based on the disciplinary rules
of the Exchange's affiliate NYSE Arca.

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 \8\ and Rule 19b-4(f)(6) thereunder.\9\
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 and Rule 19b-
4(f)(6)(iii) thereunder.
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
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    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) \10\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \10\ 15 U.S.C. 78s(b)(2)(B).
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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-NYSENAT-2020-02 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-NYSENAT-2020-02. 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 offices 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-NYSENAT-2020-02, and should be submitted
on or before February 26, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-02192 Filed 2-4-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 238 (Thursday, December 10, 2020)]
[Notices]
[Page 79485]
[FR Doc No: 2020-27128]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 3511-024]

Notice of Application Accepted for Filing and Soliciting Motions
To Intervene and Protests; Lower Saranac Hydro, LLC

    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection.
    a. Type of Application: Subsequent Minor License.
    b. Project No.: 3511-024.
    c. Date filed: May 29, 2020.
    d. Applicant: Lower Saranac Hydro, LLC.
    e. Name of Project: Groveville Hydroelectric Project.
    f. Location: On Fishkill Creek, in the City of Beacon, Dutchess
County, New York. The project does not occupy any federal land.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791 (a)-825(r).
    h. Applicant Contact: Ms. Elise Anderson, Senior Environmental
Permitting Specialist, Lower Saranac Hydro, LLC, Enel Green Power North
America, Inc., 100 Brickstone Square, Suite 300, Andover, MA 01810;
Phone:<PHONE_NUMBER> or email at<EMAIL_ADDRESS>    i. FERC Contact: Jeremy Feinberg at<PHONE_NUMBER> or
<EMAIL_ADDRESS>    j. Deadline for filing motions to intervene and protests: February
2, 2021.
    The Commission strongly encourages electronic filing. Please file
motions to intervene and protests using the Commission's eFiling system
at https://ferconline.ferc.gov/FERCOnline.aspx. For assistance, please
contact FERC Online Support at<EMAIL_ADDRESS>(866) 208-
3676 (toll free), or<PHONE_NUMBER> (TTY). In lieu of electronic
filing, you may submit a paper copy. Submissions sent via the U.S.
Postal Service must be addressed to: Kimberly D. Bose, Secretary,
Federal Energy Regulatory Commission, 888 First Street NE, Room 1A,
Washington, DC 20426. Submissions sent via any other carrier must be
addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 12225 Wilkins Avenue, Rockville, Maryland 20852.
    The Commission's Rules of Practice require all intervenors filing
documents with the Commission to serve a copy of that document on each
person on the official service list for the project. Further, if an
intervenor files comments or documents with the Commission relating to
the merits of an issue that may affect the responsibilities of a
particular resource agency, they must also serve a copy of the document
on that resource agency.
    k. This application has been accepted but is not ready for
environmental analysis at this time.
    l. The Groveville Hydroelectric Project consists of: (1) A 167-
foot-long, 37-foot-high concrete gravity dam, with a 140-foot-long
spillway having a crest elevation of 172.4 feet National Geodetic
Vertical Datum of 1929 (NGVD29) and topped with 3-foot-high wooden
flashboards; (2) an impoundment with a gross storage capacity of
approximately 43 acre-feet and a surface area of 5 acres at a normal
pool elevation of 175.4 feet NGVD29; (3) an intake structure with two
gates and a 27-foot-high, 34-foot-wide trashrack; (4) a 9-foot-
diameter, approximately 140-foot-long riveted steel underground
penstock; (5) a powerhouse containing three fixed-output turbine-
generator units with a total rated capacity of 927 kilowatts; (6) a 4-
foot-high submerged stilling basin weir approximately 60 feet
downstream of the dam spillway; (7) a 20-foot-wide, 90-foot-long
tailrace; (8) a 20-foot-long underground generator lead connecting to a
step-up transformer that connects to a 13.2-kilovolt, 40-foot-long
underground transmission line that then connects to a 15-foot-long
aerial transmission line before connecting to the regional grid; and
(9) appurtenant facilities.
    The project operates in a modified run-of-river mode. The project
had an average annual generation of 1,762.7 megawatt-hours between 2012
and 2019.
    m. A copy of the application is available for review via the
internet through the Commission's Home Page (http://www.ferc.gov),
using the ``eLibrary'' link. Enter the docket number, excluding the
last three digits in the docket number field, to access the document.
At this time, the Commission has suspended access to the Commission's
Public Reference Room due to the proclamation declaring a National
Emergency concerning the Novel Coronavirus Disease (COVID-19), issued
by the President on March 13, 2020. For assistance, contact FERC Online
Support.
    You may also register online at http://www.ferc.gov/esubscription.aspx to be notified via email of new filings and
issuances related to this or other pending projects. For assistance,
contact FERC Online Support.
    n. Anyone may submit a protest or a motion to intervene in
accordance with the requirements of Rules of Practice and Procedure, 18
CFR 385.210, 385.211, and 385.214. In determining the appropriate
action to take, the Commission will consider all protests filed, but
only those who file a motion to intervene in accordance with the
Commission's Rules may become a party to the proceeding. Any protests
or motions to intervene must be received on or before the specified
deadline date for the particular application.
    All filings must (1) bear in all capital letters the title
``PROTEST'' or ``MOTION TO INTERVENE;'' (2) set forth in the heading
the name of the applicant and the project number of the application to
which the filing responds; (3) furnish the name, address, and telephone
number of the person protesting or intervening; and (4) otherwise
comply with the requirements of 18 CFR 385.2001 through 385.2005.
Agencies may obtain copies of the application directly from the
applicant. A copy of any protest or motion to intervene must be served
upon each representative of the applicant specified in the particular
application.
    o. Procedural schedule: The application will be processed according
to the following preliminary Hydro Licensing Schedule. Revisions to the
schedule will be made as appropriate.

Issue Scoping Document 1 for comments: February 2021
Request Additional Information (if necessary): April 2021
Issue Scoping Document 2 (if necessary): May 2021
Issue Notice of Ready for Environmental Analysis: May 2021

    Dated: December 4, 2020.
Kimberly D. Bose,
Secretary.
[FR Doc. 2020-27128 Filed 12-9-20; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 86, Number 71 (Thursday, April 15, 2021)]
[Notices]
[Page 19881]
[FR Doc No: 2021-07684]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 3273-024]

Chittenden Falls Hydropower, Inc.; Notice of Waiver Period for
Water Quality Certification Application

    On March 24, 2021, Chittenden Falls Hydropower, Inc. notified the
Federal Energy Regulatory Commission that on March 8, 2021, it
submitted a pre-filing meeting request, pursuant to 40 CFR 121.4,
together with an application for a Clean Water Act section 401(a)(1)
water quality certification to the New York State Department of
Environmental Conservation (New York DEC), in conjunction with the
above captioned project. Pursuant to 40 CFR 121.6, we hereby notify New
York DEC of the following:
    Date of Receipt of the Certification Request: April 7, 2021.\1\
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    \1\ 40 CFR 121.4(a) requires that a project proponent request a
meeting with the state certifying authority to discuss the project
at least 30 days prior to submitting a certification request. Here,
Chittenden Falls Hydropower, Inc. submitted its request for a pre-
filing meeting on March 8, 2021, which was the same date it
submitted its section 401 application to New York DEC. To account
for the 30-day period associated with the pre-filing meeting request
and to render the certification request compliant with 40 CFR
121.5(b), the date of receipt of the certification request is 30
days after the pre-filing meeting was requested, i.e., April 7,
2021.
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    Reasonable Period of Time to Act on the Certification Request: One
year.
    Date Waiver Occurs for Failure to Act: April 7, 2022.
    If New York DEC fails or refuses to act on the water quality
certification request by the above waiver date, then the agency
certifying authority is deemed waived pursuant to section 401(a)(1) of
the Clean Water Act, 33 U.S.C. 1341(a)(1).

    Dated: April 8, 2021.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2021-07684 Filed 4-14-21; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: July 21, 2008 (Volume 73, Number 140)]
[Notices]
[Page 42389-42390]
[DOCID:fr21jy08-100]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58125; File No. SR-NASDAQ-2008-031]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval of a Proposed Rule Change To Amend Rule 4350 Related
to the Direct Registration Program

July 9, 2008.

I. Introduction

    On April 1, 2008, The NASDAQ Stock Market LLC (``NASDAQ'') filed
with the Securities and Exchange Commission (``Commission'') a proposed
rule change pursuant to Section 19(b)(1) of the Securities Exchange Act
of 1934 (``Act'').\1\ Notice of the proposal was published in the
Federal Register on May 29, 2008.\2\ No comment letters were received.
For the reasons discussed below, the Commission is granting approval of
the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 57842 (May 20, 2008), 73
FR 30990 (May 29, 2008) [File No. SR-NASDAQ-2008-031].
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II. Description

    Pursuant to NASDAQ Rule 4350(l), Nasdaq requires that all listed
securities be eligible to participate in a Direct Registration Program
(generally referred to as the Direct Registration System or
``DRS'').\3\ However, Rule 4350(a) allowed foreign private issuers to
follow its home country practice in lieu of complying with certain
provisions of Rule 4350, including those pertaining to DRS under
Section (l) of the rule.
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    \3\ For more information on NASDAQ's DRS listing requirement and
DRS generally, see Securities Exchange Act Release Nos. 54288
(August 8, 2006), 71 FR 47276 (August 16, 2006) [File No. SR-NASDAQ-
2006-008] and 57062 (December 28, 2007), 73 FR 900 (January 4, 2008)
[File No. SR-NASDAQ-2007-101].
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    NASDAQ is amending its rules to modify the requirement for a
foreign private issuer to be eligible to rely on an exception to the
requirement to participate in DRS and to clarify the applicability of
the DRS-eligibility requirement to book-entry-only securities. NASDAQ
will implement the proposed change related to book-entry-only
securities immediately upon approval and the proposed change affecting
foreign private issuers on March 31, 2009.
    The text of the new rule change is below. New rule language is in
italics; deletions are in brackets.\4\
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    \4\ Changes are marked to the rule text that appears in the
electronic manual of NASDAQ found at http://nasdaq.complinet.com.
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Rule 4350. Qualitative Listing Requirements for NASDAQ Issuers Except
for Limited Partnerships

(a) Applicability
    (1) Foreign Private Issuers. A foreign private issuer may follow
its home country practice in lieu of the requirements of Rule 4350,
provided, however, that such an issuer shall: Comply with Rules
4350(b)(1)(B), 4350(j) and 4350(m), have an audit committee that
satisfies Rule 4350(d)(3), and ensure that such audit committee's
members meet the independence requirement in Rule 4350(d)(2)(A)(ii). In
addition, a foreign private issuer must be eligible to participate in a
Direct Registration Program, as required by Rule 4350(l), unless
prohibited from complying by a law or regulation in its home country. A
foreign private issuer that follows a home country practice in lieu of
one or more provisions of Rule 4350 shall disclose in either its annual
reports filed with the Commission or on its Web site each requirement
of Rule 4350 that it does not follow and shall describe the home
country practice followed by the issuer in lieu of such requirements.
In addition, a foreign private issuer making its initial public
offering or first U.S. listing on NASDAQ shall make the same
disclosures in either its registration statement or on its Web site.
    (2)-(5) No change.
    (b)-(k) No change.
(l) Direct Registration Program
    (1) All securities initially listing on NASDAQ on or after January
1, 2007, must be eligible for a Direct Registration Program operated by
a clearing agency registered under Section 17A of the Exchange Act.
This provision does not extend to: (i) Additional classes of securities
of companies which already have securities listed on NASDAQ; (ii)
companies which immediately prior to such listing had securities listed
on another registered securities exchange in the U.S; or, (iii) [non-
equity] securities which are book-entry-only.
    (2)(A) Except as indicated in paragraph (2)(B) below, on [On] and
after March 31, 2008, all securities listed on NASDAQ (except [non-
equity] securities which are book-entry-only) must be eligible for a
Direct Registration Program operated by a clearing agency registered
under Section 17A of the Exchange Act.
    (B) Until March 31, 2009, a foreign private issuer may follow its
home country practice in lieu of the requirements of this Rule 4350(l),
provided, however, that such an issuer must follow the requirements of
Rule 4350(a) and IM-4350-6 for doing so. Thereafter, the listed
securities of such issuers (except securities which are book-entry-
only) must be eligible for a Direct Registration Program operated by a
clearing agency registered under Section 17A of the Exchange Act unless
prohibited from complying by a law or regulation in its home country.
    (3) No change.
    (m)-(n) No change.
IM 4350-6 Applicability
    1. Foreign Private Issuer Exception and Disclosure. A foreign
private issuer (as defined in Rule 3b-4 under the Exchange Act) listed
on Nasdaq may follow the practice in such issuer's home country (as
defined in General Instruction F of Form 20-F) in lieu of some of the
provisions of Rule 4350, subject to several important exceptions.
First, such an issuer shall comply with Rule 4350(b)(1)(B) (Disclosure
of Going Concern Opinion), Rule 4350(j) (Listing Agreement) and Rule
4350(m) (Notification of Material Noncompliance). Second, such an
issuer shall have an audit committee that satisfies Rule 4350(d)(3).
Third, members of such audit committee shall meet the criteria for
independence referenced in Rule 4350(d)(2)(A)(ii) (the criteria set
forth in Rule 10A-3(b)(1), subject to the exemptions provided in Rule
10A-3(c) under the Exchange Act). Fourth, a foreign private issuer must
comply with Rule 4350(l) (Direct Registration Program) unless
prohibited from complying by a law or regulation in its home country.
Finally, a foreign private issuer that elects to follow home country
practice in lieu of a requirement of Rule 4350 shall submit to Nasdaq a
written statement from an independent counsel in such issuer's home
country certifying that the issuer's practices are not prohibited by
the home country's laws and, in the case of a company prohibited from
complying with Rule 4350(l), certifying that a law or regulation in the
home country prohibits such compliance. In the case of new listings,
this certification is required at the time of listing. For existing
issuers, the certification is required at the time

the company seeks to adopt its first non-compliant practice. In the
interest of transparency, the rule requires a foreign private issuer to
make appropriate disclosures in the issuer's annual filings with the
Commission (typically Form 20-F or 40-F), and at the time of the
issuer's original listing in the United States, if that listing is on
Nasdaq, in its registration statement (typically Form F-1, 20-F, or 40-
F); alternatively, the issuer may provide these disclosures in English
on its Web site. The issuer shall disclose each requirement of Rule
4350 that it does not follow and include a brief statement of the home
country practice the issuer follows in lieu of the requirements of Rule
4350. If the disclosure is only available on the Web site, the annual
report and registration statement should so state and provide the web
address at which the information may be obtained.
    2.-4. No change.
* * * * *

III. Discussion

    Section 6(b)(5) of the Act requires, among other things, that the
rules of an exchange be designed 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
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public
interest.\5\ After careful consideration, the Commission finds that the
proposed rule change is consistent with the provisions of the Act
because it requires foreign private issuers to comply with the same
DRS-eligibility rules required of other equity issuers unless the
foreign private issuer is prohibited from doing so under its home
country laws. The rule change relating to clarification that the DRS-
eligibility requirement excludes all book-entry-only securities is
consistent with the Act because it allows issuers, broker-dealers, and
investors to better determine which securities are required to be
facilitated in DRS and which securities are not.
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    \5\ 15 U.S.C. 78f(b)(5).
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    Accordingly, for the reasons stated above the Commission finds that
the rule change is consistent with Nasdaq's obligation under Section
6(b) of the Act 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 perfect the mechanism of a free and open market and a
national market system, and, in general, to protect investors and the
public interest.\6\
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    \6\ In approving the proposed rule change, the Commission notes
that it has considered the impact on efficiency, competition, and
capital formation. 15 U.S.C. 78c(f).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the
proposed rule change is consistent with the requirements of the Act and
in particular with the requirements of Section 6(b)(5) of the Act and
the rules and regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (File No. SR-NASDAQ-2008-031) be and
hereby is approved.

    For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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    \7\ 7 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-16504 Filed 7-18-08; 8:45 am]

BILLING CODE 8010-01-P