[Federal Register Volume 83, Number 85 (Wednesday, May 2, 2018)]
[Notices]
[Pages 19382-19384]
[FR Doc No: 2018-09262]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83117; File No. SR-NYSE-2018-14]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 902.11 of the Exchange's Listed Company Manual Concerning
Fees Applicable to Acquisition Companies for Shares Issued Contingent
on the Consummation of a Business Combination

April 26, 2018.

    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on April 16, 2018, 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,
II, and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    The Exchange proposes to amend Rule 902.11. 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
    Section 102.06 of the Manual provides for the listing of companies
(``Acquisition Companies'' or ``ACs'') with no prior operating history
that conduct an initial public offering of which at least 90% of the
proceeds, together with the proceeds of any other concurrent sales of
the AC's equity securities, will be held in a trust account controlled
by an independent custodian until consummation of a business
combination. The business combination can be in the form of a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more
operating businesses or assets (a ``Business Combination'') with a fair
market value equal to at least 80% of the net assets held in trust (net
of amounts disbursed to management for working capital purposes and
excluding the amount of any deferred underwriting discount held in
trust). A listed AC may remain listed upon consummation of its Business
Combination, provided it meets the criteria specified in Section
802.01B of the Manual.
    In the experience of the Exchange, an AC will frequently reconsider
its listing venue in connection with the consummation of its Business
Combination.\4\ The Business Combination is a transformative event in
the life cycle of an AC, when it becomes an operating company instead
of a blank check company. In connection with that transformation, an AC
will frequently put in place a new management team and significantly
change its board of directors and it will often have a significantly
different shareholder base after the Business Combination than it had
as an AC. In effect, an AC after its Business Combination is a
completely different company and it is for this reason that the board
and management of the company after the transaction would want to
reconsider the positioning of the company in many respects, including
its listing venue.
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    \4\ The Exchange began to list ACs on a regular basis in the
last year, so the practice of ACs changing listing venue at the time
of their Business Combination has not yet involved any companies
transferring away from the NYSE in those circumstances.
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    The market for the retention or transfer to another exchange of
these companies is very competitive and a number of transfers to a new
listing venue have occurred in recent times in connection with the
completion of an AC's Business Combination. The listing rules of the
Exchange,\5\ NYSE American \6\ and NASDAQ Stock Market \7\ all provide
for a waiver of all initial listing fees in connection with a transfer
from another national securities exchange, so an AC moving its listing
upon consummation of its Business Combination never has to pay any
listing fees in connection with such transfer or the issuance of any
new shares at the time of its Business Combination. However, until a
recent amendment to Section 902.11 of the Manual,\8\ an AC remaining
listed on the Exchange upon consummation of its Business Combination
had to pay additional listing fees in relation to any additional shares
issued in connection with the Business Combination. In such instances,
the AC was faced with the anomalous situation where there would be no
listing fee burden associated with a transfer to another exchange but
it would be required to pay significant additional listing fees if it
remained on its incumbent exchange. Consequently, to eliminate this
disparate treatment of companies listing after a Business Combination,
the Exchange amended Section 902.11 of the Manual to provide that any
AC remaining listed on the Exchange upon consummation of its Business
Combination would no longer be subject to any additional listing fees
with respect to any shares issued in connection with such Business
Combination.
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    \5\ See Section 902.02 of the Manual.
    \6\ See Section 140 of the NYSE American Company Guide.
    \7\ See NASDAQ Marketplace Rule 5910(7) [sic].
    \8\ See Securities Exchange Act Release No. 82731 (February 16,
2018), 83 FR 8140 (February 23, 2018) (SR-NYSE-2018-06).
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    The Exchange has identified another anomaly in the fees payable by
an AC if it chooses to remain on the NYSE at the time of its Business
Combination rather than transfer to another exchange.

The Exchange has observed that it is not uncommon for an AC to seek to
raise capital by selling shares in a private placement in conjunction
with the consummation of its Business Combination. This additional
capital is needed to provide sufficient liquidity for the AC to
successfully operate its new business after the Business Combination.
The private placement generally closes at the same time as the
consummation of the Business Combination and the closing of the private
placement is contractually conditioned on such consummation. Under
current Exchange rules, the AC would be required to pay listing fees
with respect to the shares issued in any such private placement. By
contrast, if the AC chose to transfer to another listing venue at the
time of consummation of its Business Combination, the other market
would charge no listing fees on those shares as they would be subject
to the listing fee exemption all of the markets apply to any shares
outstanding at the time of transfer. As this anomaly would impose a
cost on the AC if it remained on the NYSE where none would be incurred
if the company chose to transfer, the Exchange proposes to amend
Section 902.11 to provide that ACs remaining listed after consummation
of their Business Combination will not be required to pay listing fees
in relation to the issuance of any additional shares in a transaction
which is occurring at the same time as the Business Combination with a
closing contractually contingent on the consummation of the Business
Combination.\9\
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    \9\ The Exchange believes that it is appropriate to provide this
waiver to an AC at the time of its Business Combination and not to
an operating company that would also be subject to additional
listing fees in connection with a share issuance subsequent to
listing. In the Exchange's experience, there is generally no
parallel to the Business Combination in the life cycle of an
operating company that would cause it to reconsider its listing
venue at the time it issued additional shares, so the anomaly the
Exchange seeks to address in relation to ACs is not relevant to
operating companies.
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    The Exchange does not expect the revenues it forgoes as a result of
the proposed waiver to negatively affect its ability to conduct its
regulatory program.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\10\ in general, and furthers the
objectives of Sections 6(b)(4) \11\ of the Act, in particular, in that
it is designed to provide for the equitable allocation of reasonable
dues, fees, and other charges and is not designed to permit unfair
discrimination among its members and issuers and other persons using
its facilities. The Exchange also believes that the proposed rule
change is consistent with Section 6(b)(5) of the Act, in particular in
that it is designed 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, in general, to protect investors and the public
interest.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes that the proposed rule change is consistent
with Sections 6(b)(4) and 6(b)(5) of the Act in that it represents an
equitable allocation of fees and does not unfairly discriminate among
listed companies. In particular, the Exchange notes that the proposed
amendment is not unfairly discriminatory as it will result in an AC
that remains listed on the Exchange after its Business Combination
being treated the same as an AC that transfers to the Exchange from
another listing venue. The Exchange also believes the proposed rule
change is not discriminatory with respect to listed operating
companies, as operating companies generally do not have an event in
their life cycle parallel to the Business Combination for an AC which
would normally give rise to a reconsideration of the company's listing
venue.

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 purpose of the Act. The proposed rule change does
not impose any burden on competition, as it will have the effect of
treating an AC that remains listed on the Exchange after its Business
Combination the same for fee purposes as an AC that transfers to the
Exchange from another listing venue or transfers to another listing
venue at that time.

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 foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \12\ of the Act and subparagraph (f)(2) of Rule
19b-4 \13\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(2).
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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) \14\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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    \14\ 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 protected]. Please include
File Number SR-NYSE-2018-14 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-2018-14. 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
such 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-2018-14, and should be submitted on or before May 23, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-09262 Filed 5-1-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: June 15, 2009 (Volume 74, Number 113)]
[Notices]
[Page 28308-28310]
[DOCID:fr15jn09-147]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60066; File No. SR-FINRA-2009-036]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Proposed Rule Change To Adopt
FINRA Rules 2124 (Net Transactions With Customers), 2220 (Options
Communications), 4370 (Business Continuity Plans and Emergency Contact
Information) and 5250 (Payments for Market Making) in the Consolidated
FINRA Rulebook

June 8, 2009.
    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 May 21, 2009, Financial Industry Regulatory Authority, Inc.
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc.
(``NASD'')) 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 FINRA. 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

    FINRA is proposing to adopt NASD Rules 2220 (Options
Communications), 2441 (Net Transactions with Customers), 2460 (Payments
for Market Making), 3510 (Business Continuity Plans) and 3520
(Emergency Contact Information) as FINRA rules in the consolidated
FINRA rulebook without substantive change. The proposed rule change
would renumber NASD Rule 2220 as FINRA Rule 2220, NASD Rule 2441 as
FINRA Rule 2124, NASD Rule 2460 as FINRA Rule 5250, and NASD Rules 3510
and 3520 would be combined into FINRA Rule 4370 in the consolidated
FINRA rulebook.
    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
    As part of the process of developing a new consolidated rulebook
(``Consolidated FINRA Rulebook''),\3\ FINRA is proposing to adopt NASD
Rules 2220 (Options Communications), 2441 (Net Transactions with
Customers), 2460 (Payments for Market Making), 3510 (Business
Continuity Plans) and 3520 (Emergency Contact Information) as FINRA
rules in the consolidated FINRA rulebook without substantive change.
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    \3\ The current FINRA rulebook consists of (1) FINRA Rules; (2)
NASD Rules; and (3) rules incorporated from NYSE (``Incorporated
NYSE Rules'') (together, the NASD Rules and Incorporated NYSE Rules
are referred to as the ``Transitional Rulebook''). While the NASD
Rules generally apply to all FINRA members, the Incorporated NYSE
Rules apply only to those members of FINRA that are also members of
the NYSE (``Dual Members''). The FINRA Rules apply to all FINRA
members, unless such rules have a more limited application by their
terms. For more information about the rulebook consolidation
process, see FINRA Information Notice, March 12, 2008 (Rulebook
Consolidation Process).
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Proposed FINRA Rule 2220
    FINRA is proposing to adopt NASD Rule 2220 (Options Communications)
without substantive change into the Consolidated FINRA Rulebook as
FINRA Rule 2220. NASD Rule 2220 sets forth a member's obligations with
respect to its options communications with the public. In 2008, FINRA
revised NASD Rule 2220 to make it more consistent with FINRA's general
rules on communications with the public and the options communications
rules of other self-regulatory organizations (SROs).\4\ As amended,
NASD Rule 2220,

among other things: (1) Uses, to the extent appropriate, the same
terminology and definitions as in FINRA's general rules on
communications with the public; (2) makes the requirements for
principal review of correspondence concerning options the same as for
correspondence generally; and (3) updates the standards on the content
of communications that precede the delivery of the options disclosure
document (ODD). The amended rule became effective on March 4, 2009.\5\
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    \4\ See Securities Exchange Act Release No. 58738 (October 6,
2008), 73 FR 60371 (October 10, 2008) (Order Approving File No. SR-
FINRA-2008-013).
    \5\ See Regulatory Notice 08-73 (December 2008) (SEC Approves
Amendments to NASD Rule 2220 to Update the Standards for Options
Communications). There is no longer a comparable Incorporated NYSE
Rule. FINRA previously deleted substantially similar Incorporated
NYSE Rule 791 (Communications to Customers) as part of a rule change
that, among other things, reduced regulatory duplication for Dual
Members during the interim period before the completion of the
Consolidated FINRA Rulebook. See Securities Exchange Act Release No.
58533 (September 12, 2008), 73 FR 54652 (September 22, 2008) (Order
Approving File No. SR-FINRA-2008-036).
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    FINRA recommends that NASD Rule 2220 be transferred as FINRA Rule
2220 into the Consolidated FINRA Rulebook without substantive change in
light of the recent amendments.
Proposed FINRA Rule 2124
    FINRA is proposing to adopt NASD Rule 2441 (Net Transactions with
Customers) without substantive change into the Consolidated FINRA
Rulebook as FINRA Rule 2124. NASD Rule 2441 requires members to provide
disclosure and obtain consent when trading on a ``net'' basis with
customers.\6\ With respect to non-institutional customers, the member
must obtain the customer's written consent on an order-by-order basis
prior to executing the transaction and such consent must evidence the
customer's understanding of the terms and conditions of the order. With
respect to institutional customers, a member must obtain the customer's
consent prior to executing the transaction and such consent may be
obtained by either: (1) Use of a negative consent letter; (2) oral
disclosure and consent on an order-by-order basis; or (3) written
consent on an order-by-order basis.
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    \6\ A ``net'' transaction is a principal transaction in which a
market maker, after having received an order to buy (sell) an equity
security, purchases (sells) the equity security at one price (from
(to) another broker-dealer or another customer) and then sells to
(buys from) the customer at a different price.
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    Rule 2441 was approved by the SEC in 2006, and was the product of
notice and comment rulemaking.\7\ There have not been subsequent
amendments to the rule, and FINRA does not believe any substantive
changes to this rule are necessary. Therefore, FINRA recommends that
NASD Rule 2441 be transferred without substantive change into the
Consolidated FINRA Rulebook as FINRA Rule 2124.
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    \7\ See Securities Exchange Act Release No. 54088 (June 30,
2006), 71 FR 38950 (July 10, 2006) (Order Approving File No. SR-
NASD-2004-135).
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Proposed FINRA Rule 5250
    FINRA is proposing to adopt NASD Rule 2460 (Payment for Market
Making) without substantive change into the Consolidated FINRA Rulebook
as FINRA Rule 5250. NASD Rule 2460 prohibits any payments by an issuer
or an issuer's affiliates and promoters, directly or indirectly, to a
member or person associated with a member for publishing a quotation,
acting as a market maker, or submitting an application in connection
therewith. The rule contains two exceptions that permit a member to
accept (1) payment for bona fide services, including, but not limited
to, investment banking services and (2) reimbursement for registration
or listing fees. The SEC approved NASD Rule 2460 after notice and
comment in July 1997 with no subsequent amendments.\8\
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    \8\ See Securities Exchange Act Release No. 38812 (July 3,
1997), 62 FR 37105 (July 10, 1997) (Order Approving File No. SR-
NASD-97-29).
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    FINRA believes no changes to this rule are appropriate or
necessary. FINRA continues to believe, as stated in FINRA's 1997 rule
filing, that a market maker should have considerable latitude and
freedom to make or terminate market making activities in an issuer's
securities. The decision by a firm to make a market in a given security
and the question of price generally are dependent on a number of
factors, including, among others, supply and demand, the firm's
expectations toward the market, its current inventory, and exposure to
risk and competition. This decision should not be influenced by
payments to the member from issuers or promoters. Therefore, FINRA
proposes to transfer NASD Rule 2460 without substantive change into the
Consolidated FINRA Rulebook as FINRA Rule 5250.
Proposed FINRA Rule 4370
    FINRA is proposing to adopt NASD Rule 3510 (Business Continuity
Plans) and NASD Rule 3520 (Emergency Contact Information) without
substantive change into the Consolidated FINRA Rulebook and combine the
rules as FINRA Rule 4370 (Business Continuity Plans and Emergency
Contact Information). NASD Rule 3510 requires members to create and
maintain a written business continuity plan identifying procedures
relating to an emergency or significant business disruption and
enumerates the minimum elements that a member's business continuity
plan must address, to the extent those elements are applicable and
necessary to the member's business. NASD Rule 3510 further requires
members to update their business continuity plans upon any material
change and, at a minimum, conduct an annual review of their plans. Each
member also must disclose to its customers how its business continuity
plan addresses the possibility of a future significant business
disruption and how the member plans to respond to events of varying
scope. Each member must make this disclosure, at a minimum, in writing
to customers at account opening, by posting it on the member's Web site
(if the member maintains a Web site), and by mailing it to customers
upon request.
    NASD Rules 3510 is one part of the NASD Rule 3500 Series (Emergency
Preparedness), which requires members to establish emergency
preparedness plans and procedures. NASD Rule 3520, which comprises the
remainder of the NASD Rule 3500 Series, requires members to designate
two emergency contact persons and provide this information to FINRA via
electronic process.\9\
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    \9\ There is no longer a comparable Incorporated NYSE Rule to
NASD Rules 3510 and 3520. FINRA previously deleted from the
Transitional Rulebook NYSE Rule 446 (Business Continuity and
Contingency Plans), which contained substantially similar
requirements as the two NASD rules, as part of the rule change to
reduce regulatory duplication for Dual Members during the period
before completion of the Consolidated FINRA Rulebook. See Securities
Exchange Act Release No. 58533 (September 12, 2008), 73 FR 54652
(September 22, 2008) (Order Approving File No. SR-FINRA-2008-036).
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    FINRA recommends that NASD Rules 3510 and 3520 be adopted as one
rule, FINRA Rule 4370, in the Consolidated FINRA Rulebook without any
substantive changes to the respective rules' provisions.
    FINRA will announce the implementation date of the proposed rule
change in a Regulatory Notice to be published no later than 90 days
following 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,\10\ 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 believes that transferring NASD Rule
2220 into the Consolidated Rulebook protects investors and the public
interest by providing the investing public with options communications
rules that are designed to provide appropriate safeguards and greater
clarity by promoting harmonization between FINRA's and other SROs'
options communications rules. FINRA believes that transferring NASD
Rule 2441 into the Consolidated FINRA Rulebook promotes investor
protection by requiring members to provide disclosure and obtain
customer consent when trading on a net basis. In addition, FINRA
believes that the benefits to investors of requiring certain
disclosures and obtaining customer consent when trading on a net basis
outweighs the additional responsibilities placed on broker-dealers.
FINRA believes that transferring NASD Rule 2460 into the Consolidated
FINRA Rulebook will protect investors and the public interest and avert
a potential conflict of interest by prohibiting members from receiving
compensation or other payments from an issuer or others for listing,
quoting or making a market in an issuer's securities. Finally, FINRA
believes that transferring and combining NASD Rules 3510 and 3520 in
the Consolidated FINRA Rulebook will help ensure that members are
prepared in the event of a significant business disruption. The
proposed rule change makes non-substantive changes to rules that have
proven effective in meeting the statutory mandates.
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    \10\ 15 U.S.C. 78o-3(b)(6).
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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.

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 35 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 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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-FINRA-2009-036 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-2009-036. This
file number should be included on the subject line if e-mail 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 inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of FINRA. 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-2009-036 and should be
submitted on or before July 6, 2009.

    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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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-13971 Filed 6-12-09; 8:45 am]

BILLING CODE 8010-01-P