[Federal Register Volume 87, Number 244 (Wednesday, December 21, 2022)]
[Notices]
[Pages 78154-78157]
[FR Doc No: 2022-27654]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96507; File No. SR-NASDAQ-2022-073]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Market Maker Requirements in Equity 2, Sections 4, 5, and 11

December 15, 2022.
    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 December 2, 2022, The Nasdaq Stock Market LLC (``Nasdaq'' 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 Equity 2, Section 4, Section 5 and
Section 11 related to certain Market Maker requirements, as described
further below.
    The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/bx/rules, 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
    Equity 2 establishes rules for Nasdaq market participants. The
Exchange is proposing to (1) amend Equity 2, Section 4 (Registration as
a Nasdaq Market Maker) to require a Market Maker \3\ to provide written
notice of termination as a Market Maker, (2) amend Equity 2, Section 11
(Voluntary Termination of Registration) to require a Market Maker to
provide written notice of withdrawal of its two-sided quotations when
terminating its registration in a security and to lower the time period
for re-registering in a security, (3) update Equity 2, Section 5
(Market Maker Obligations) to eliminate certain provisions that are no
longer applicable and to make a clarifying amendment, and (4) make non-
substantive changes throughout these three sections.
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    \3\ ``Nasdaq Market Makers'' or ``Market Makers'' are members
that are registered as Nasdaq Market Makers for purposes of
participation in the Nasdaq Market Center (or ``System'') on a fully
automated basis with respect to one or more System securities. See
Nasdaq Equity 1, Section 1(a)(5)(B).
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    Currently, the Exchange has no requirements for a Market Maker to
provide notification prior to withdrawing its registration as a Market
Maker. The lack of a notification process impedes the Exchange's
recordkeeping. Without formal written notice of withdrawal as a Market
Maker, the Exchange is not always able to determine the specific date
on which the Market Maker's registration withdrawal became effective.
    Therefore, the Exchange is proposing to adopt Equity 2, Section
4(d) to require a Market Maker to terminate its registration as a
Market Maker by giving written notice to the Exchange. A Market Maker's
termination of registration will become immediately effective. A Market
Maker who fails to notify Nasdaq in writing of its termination of
registration prior to such termination may be subject to formal
disciplinary action pursuant to Nasdaq General 5. The written
notification requirement is similar to another exchange.\4\ In
conjunction with proposed Equity 2, Section 4(d), Nasdaq is also
proposing to change the title of Section 4 to include ``and
Termination''.
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    \4\ See Cboe EDGX Exchange, Inc. Rule 11.17(d).
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    Similarly, Equity 2, Section 11 does not require a Market Maker to
provide written notification when terminating its registration in a
specific security. Currently, a Market Maker may voluntarily terminate
its registration in a security by withdrawing its two-sided quotation
from the Nasdaq Market Center, but the Market Maker is not required to
provide written notification of its withdrawal and termination. A lack
of written notification of withdrawal limits the Exchange's ability to
effectively enforce its rules and ensure that Market Makers are
complying with its rules. Additionally, the Market Maker that
voluntarily terminates its registration in a specific security is
prohibited from re-registering in that specific symbol for twenty
business days in the case of Nasdaq-listed securities or for one
business day in the case of intermarket trading system (``ITS'')
securities.\5\ Lack of written notification inhibits the Exchange's
ability to monitor compliance with those requirements.
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    \5\ The rule text currently uses the term ``ITS securities'' but
the Exchange is removing the language related to ITS because the ITS
Plan no longer exists. See Securities Exchange Act Release No. 55397
(March 5, 2007), 72 FR 11066 (March 12, 2007) (Elimination of ITS
Plan). Non-Nasdaq listed securities are currently subject to the one
business day period that the rule specifically applies to ITS
securities.
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    The Exchange is proposing to amend Equity 2, Section 11(a) to
require a Market Maker to provide written notice that the Nasdaq Market
Maker will withdraw its two-sided quotation from the Nasdaq Market
Center. A Market Maker that fails to provide written notice of
termination to Nasdaq prior to withdrawing its two-sided quotation may
be subject to formal disciplinary action pursuant to Nasdaq General 5.
Additionally, the Exchange is removing the time period distinction
between Nasdaq-listed securities and non-Nasdaq listed securities by
lowering the re-registration waiting period to five business days for
Nasdaq-listed securities and increasing the re-registration waiting
period to five business days for ITS (non-Nasdaq listed) securities. As
a result of eliminating the waiting period distinction between Nasdaq-
listed and non-Nasdaq listed securities, the Exchange is also proposing
to remove references in this rule to the term ``ITS securities''.
Amending the waiting period and removing the distinction between Nasdaq
and non-Nasdaq listed securities provides Market Makers with a more
reasonable amount of time to re-register in the Nasdaq-listed security
and aligns the waiting period irrespective of where the security is
listed. Additionally, increasing the waiting period to re-register in a
non-Nasdaq listed security will incentivize Market Makers to maintain
their

registrations and ongoing quoting obligations in non-Nasdaq listed
securities without being overly burdensome. The written notification
requirement for termination of registration in a security is similar to
another exchange.\6\ The Exchange is also proposing to make non-
substantive changes to Equity 2, Section 11(a) to remove redundant
language, and to Equity 2, Section 11(b) to conform the language to
Section 11(a).
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    \6\ See Cboe EDGX Exchange, Inc. Rule 11.19(b) (Similar to this
proposal, Cboe EDGX requires written notice for voluntarily
termination of registration in a security and may place other
conditions on withdrawal and re-registration in a security; however,
unlike this proposal, Cboe EDGX does not specify a waiting period
for re-registration).
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    Additionally, the Exchange is proposing to amend Equity 2, Section
11(d) to clarify that a Nasdaq Market Maker will not be subject to
formal disciplinary action for the failure to give written notice of
withdrawal in a security to Nasdaq, if the Nasdaq Market Maker's two-
sided quotation in the subject security is withdrawn by Nasdaq's
systems due to an issuer corporate action related to a dividend,
payment or distribution, or due to a trading halt, and if certain other
conditions are satisfied. This change is a conforming change to the
changes being made to Equity 2, Section 11(a). The Exchange is also
proposing a non-substantive change to include the word ``written'' in
Section 11(d)(3) to clarify that the Nasdaq Market Maker's request to
enter a new two-sided quotation must be in writing.
    Lastly, the Equity 2, Section 5 currently makes references to a
Market Maker's and an Electronic Communications Network's (``ECN'') use
of a Primary MPID and additional MPIDs (``Supplemental MPIDs''). By way
of background, in 2003, the Exchange made additional MPIDs available to
Market Makers and ECNs as a pilot program to allow Market Makers to
contribute more liquidity and better manage order flow.\7\ The program
became permanent in 2008 and removed any restrictions on the number of
Supplemental MPIDs that a Market Maker or ECN could obtain.\8\ If a
Market Maker or ECN failed to fulfill the obligations appurtenant to
its primary MPID (e.g., by being placed into an unexcused withdrawal),
it would not be permitted to use any Supplemental MPIDs for any purpose
in that security.\9\ Member firms were also assessed a monthly fee for
each Supplemental MPID issued by the Exchange, unless the Supplemental
MPIDs were used exclusively for reporting information to facilities of
the Financial Industry Regulatory Authority (``FINRA'') (e.g., FINRA/
Nasdaq Trade Reporting Facility).\10\ The Exchange subsequently
eliminated the distinction between Primary and Supplemental MPIDs and
began assessing the same fee per month, per MPID.\11\
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    \7\ Supplemental MPIDs were initially referred to as ``Secondary
MMIDs.'' See Securities Exchange Act Release No. 47954 (May 30,
2003), 68 FR 34017 (June 6, 2003) (SR-NASD-2003-87). However, in
2004, the term was changed to ``Supplemental MPIDs.'' See Securities
Exchange Act Release Nos. 49471 (March 25, 2004), 69 FR 17006 (March
31, 2004) (SR-NASD-2004-037); 50140 (August 3, 2004), 69 FR 48535
(August 10, 2004) (SR-NASD-2004-097).
    \8\ See Securities Exchange Act Release No. 57452 (March 7,
2008), 73 FR 13596 (March 13, 2008) (SR-NASDAQ-2008-004) (Approval
Order).
    \9\ Id.
    \10\ See Securities Exchange Act Release No. 62564 (July 23,
2010), 75 FR 44830 (July 29, 2010) (SR-NASDAQ-2010-089).
    \11\ See Securities Exchange Act Release No. 73705 (December 1,
2014), 79 FR 47221 (December 5, 2014) (SR-Nasdaq-2014-118). The
Exchange currently assesses a $550 per month fee, per MPID. See
Nasdaq Equity 7, Section 10.
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    The Exchange does not believe that it is necessary to draw a
distinction between the terms ``Primary MPID'' and ``Supplemental
MPID'' in its rule because a Market Maker is required to fulfill its
quoting obligations and comply with applicable self-regulatory
organization and Commission rules in all MPIDs that the Market Maker
has registered with the Exchange as a Market Maker MPID. Therefore, the
Exchange is proposing to remove discussion of the terms by deleting
Equity 2, Section 5(a)(2)(J) and Section 5(a)(2)(K) because the
Exchange no longer distinguishes between Primary and Supplemental
MPIDs.\12\ Moreover, the Exchange believes that removing references to
these terms will provide further clarification that a Market Maker must
satisfy its Two-Sided Quoting Obligations, and comply with excused
withdrawal procedures for all MPIDs that it has registered as a Market
Maker MPID. Moreover, even though the Exchange is proposing to delete
Equity 2, Section 5(a)(2)(K), to the extent a Nasdaq member wishes to
engage in passive market making or enter a stabilizing bid on the
Exchange, the member must continue to comply with all Nasdaq (Equity 2,
Sections 6 and 10), FINRA and SEC rules that govern passive market
making and stabilizing bids, even if the Nasdaq member generally uses
multiple MPIDs.
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    \12\ Nasdaq Equity 2, Section 5(a)(2)(J) and Section 5(a)(2)(K)
also discuss the term ``ECN.'' The Exchange is also removing
discussions of the term because the Exchange no longer distinguishes
between Primary and Supplemental MPIDs for ECNs. Therefore, all
MPIDs of ECNs would be required to comply with applicable rules.
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    The Exchange is also proposing to clarify in Equity 2, Section
5(a)(1) that only Attributable Quotes/Orders are eligible to meet a
Market Maker's Two-Sided Quoting Obligation, which is current practice.
Additionally, the Exchange is proposing to remove language from Section
5(a)(1) that reiterates that a Market Maker may augment its Two-Sided
Obligation size to display similarly priced limit orders priced at the
same price as the Two-Sided Obligation. The Exchange also believes that
Section 5(a)(1) already makes clear that the minimum displayed
quotation size must be at least one normal unit of trading. Therefore,
the additional explanation regarding augmentation of a Market Maker's
Two-Sided Obligation size is redundant and may cause confusion to the
Market Maker requirements under Section 5(a)(1). Therefore, the
Exchange's proposal to remove the explanatory language will help to
clarify Section 5(a)(1). Additionally, the Exchange is proposing to
make a non-substantive conforming change to make the term ``Nasdaq
Market Maker'' consistent throughout Equity 2, Sections 4, 5 and 11.
2. Statutory Basis
    The Exchange believes that this proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ in particular, in that it is 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. Ensuring that the Exchange can effectively surveil for and
pursue disciplinary actions when market participants are not operating
in accordance with its rules is of the utmost importance to the
Exchange. Therefore, from time to time, the Exchange will review its
rulebook to amend any rules that use obsolete concepts or terms, or
that make it difficult to take disciplinary actions against market
participants who are in violation of the Exchange's rules. The Exchange
believes that the proposed amendments will provide market participants
with a clearer understanding of the Exchange's rules related to
registration and obligations as a Nasdaq Market Maker, voluntary
termination of registration as a Market Maker in a security, and
termination of registration in a security due to

accidental withdrawal of the Market Maker's two-sided quotations in a
security.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
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    In particular, the Exchange believes that proposed Equity 2,
Section 4(d) is reasonable because without receiving formal written
notice from the Market Maker, the Exchange is not always able to
determine the specific date on which the Market Maker's terminated
registration became effective. The Exchange's proposal to require a
Market Maker to provide written notice of termination of its
registration as a Market Maker will allow the Exchange to improve its
recordkeeping process and ensure that its Market Makers are adhering to
the Exchange's Market Maker rules. Additionally, the Exchange's rule is
similar to rules established by another exchange.\15\
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    \15\ See Cboe EDGX Exchange, Inc. Rule 11.17(d).
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    For similar reasons, the Exchange believes that it is reasonable to
require a Market Maker to provide written notice of its termination of
registration in a security prior to withdrawing its two-sided quotation
from the Nasdaq Market Center pursuant to proposed Equity 2, Section
11(a). Requiring a Market Maker to provide formal written notice of its
voluntary termination of registration in a security will allow the
Exchange to improve its surveillance by gaining a clearer understanding
of when a Market Maker has voluntarily terminated its registration in a
security and when it is simply not meeting its Market Maker
obligations. This also allows the Exchange to know when to take formal
disciplinary action against a Market Maker that fails to meet its Two-
Sided Quoting Obligations in a particular security and also fails to
provide the Exchange with written notice of its termination of
registration in a security. The notice requirement is also similar to
another exchange.\16\ The Exchange also believes that lowering the re-
registration waiting period to five business days for Nasdaq-listed
securities provides Market Makers with a more reasonable amount of time
to re-register in the Nasdaq-listed security than the previous twenty
business day period, and increasing the waiting period to re-register
in a non-Nasdaq listed security will incentivize Market Makers to
maintain ongoing quoting obligations in non-Nasdaq listed securities
without being overly burdensome. Moreover, the Exchange believes that
it is reasonable to make conforming changes in Equity 2, Section 11(d)
to provide that a Market Maker will not be subject to formal
disciplinary action for failing to provide written notification of
termination of registration in a security when the Market Maker's two-
sided quotation in the security is withdrawn by Nasdaq's systems due to
certain circumstances. The Exchange does not believe that a Market
Maker should be subject to disciplinary action for not providing prior
notice of withdrawal in those circumstances because the termination was
not within the control of the Market Maker.
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    \16\ See Cboe EDGX Exchange, Inc. Rule 11.19(b) (Although Cboe
EDGX requires written notice and may place other conditions on re-
registration in a security, the exchange does not specify a waiting
period for re-registration).
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    The Exchange also believes that it is important to periodically
update its rules and remove language that has the potential for causing
discrepancies or confusion. The Exchange no longer distinguishes
between Primary and Supplemental MPIDs for ECNs. Additionally, ECNs
registered as Market Makers on the Exchange are required to follow the
same Quoting Obligation rules as Market Makers. Therefore, removing
references to ECNs from Equity 2, Section 5(a)(2) will update and
clarify the rule. Moreover, a Market Maker is required to fulfill its
quoting obligations in all MPIDs that the Market Maker has registered
with the Exchange, and the Exchange no longer makes the distinction
between Primary and Supplemental MPIDs for Market Makers. Therefore,
the Exchange believes eliminating the differentiation between the terms
``Supplemental MPID'' and ``Primary MPID'' by removing discussions of
the terms in Equity 2, Section 5(a)(2)(J) and Section 5(a)(2)(K) will
eliminate confusion about which MPIDs are required to meet a Market
Maker's Two-Sided Quoting Obligations and comply with the excused
withdrawal procedures and allow the Exchange to improve its
surveillance of any Market Maker that fails to meet its
obligations.\17\ Furthermore, the Exchange has already eliminated this
distinction of these terms in its fees by assessing the same fee per
month, per MPID.
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    \17\ To the extent a Nasdaq member wishes to engage in passive
market making or enter a stabilizing bid on the Exchange, the member
must continue to comply with all Nasdaq (Equity 2, Sections 6 and
10), FINRA and SEC rules that govern passive market making and
stabilizing bids, even if the Nasdaq member generally uses multiple
MPIDs.
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    Additionally, Market Makers are already aware that only
Attributable Quotes/Orders may satisfy the Two-Sided Quoting
Obligation. Therefore, the Exchange's proposal to add the term
Attributable Quotes/Orders to Equity 2, Section 5(a)(1) is merely an
update to align the Exchange's rules with the understanding of market
participants. Moreover, Section 5(a)(1) makes clear that the minimum
displayed quotation size for a Market Maker's Two-Sided Obligation must
be at least one normal unit of trading. Therefore, the Exchange
believes that the additional explanation regarding augmentation of a
Market Maker's Two-Sided Obligation size is redundant and may cause
confusion to the Market Maker requirements under Section 5(a)(1).
Therefore, the Exchange's proposal to remove the explanatory language
will help to clarify Section 5(a)(1).
    Lastly, the Exchange is also proposing technical changes to (1)
Equity 2, Section 4, to include the word ``termination'' within the
title; (2) Equity 2, Section 11 to remove the term ``voluntary'' and
include the phrase ``in a security'' within the title; and (3) Equity 2
Sections 4, 5 and 11 to use the term ``Nasdaq Market Maker''
throughout. The Exchange believes that these changes will provide
consistency and clarity throughout these sections of the rule text.

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

    The Exchange does not believe that the proposed rule changes will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. Every market participant who
chooses to register as a Market Maker on the Exchange is required to
meet the Exchange's Market Maker obligations. Furthermore, the
proposals will help to update and correct the Exchange's Market Maker
obligations by removing references to Primary MPID and Supplemental
MPID, thereby eliminating confusion about which MPIDs are required to
meet a Market Maker's Two-Sided Quoting Obligations and excused
withdrawal procedures.
    Also, the removal of obsolete language such as ITS and explanatory
language related to a Market Maker augmenting its Two-Sided Obligation
size, and the addition of the term Attributable Quotes/Orders, would
not impose a burden on competition and the proposed changes would
provide clarification to the Exchange's Market Maker obligations and
reflect current practice.
    In addition, the Exchange does not believe that aligning the
waiting periods to re-register in a specific security irrespective of
where the security is listed would cause any burden on competition
because, as discussed above, increasing the waiting period to re-
register in a non-Nasdaq listed security will incentivize Market Makers

to maintain their registrations and ongoing quoting obligations in non-
Nasdaq listed securities while decreasing the waiting period to re-
register in a Nasdaq-listed security would decrease the burden on
Market Makers.
    Moreover, the Exchange does not believe that the removal of
references to Primary and Secondary MPID will impose any burden on
competition because to the extent a Nasdaq member wishes to engage in
passive market making or enter a stabilizing bid on the Exchange, it
must continue to comply with all Nasdaq (Equity 2, Sections 6 and 10),
FINRA and SEC rules that govern passive market making and stabilizing
bids.
    Additionally, as discussed above, similar notification provisions
for termination of Market Maker registration and voluntary termination
of registration in a specific security currently exist on another
exchange. These notification requirements are intended to better allow
the Exchange to enforce Market Maker compliance with applicable rules.

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 \18\ and Rule 19b-
4(f)(6) thereunder.\19\
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 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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    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: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act.

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-NASDAQ-2022-073 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-NASDAQ-2022-073. 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-NASDAQ-2022-073, and should be submitted
on or before January 11, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-27654 Filed 12-20-22; 8:45 am]
BILLING CODE 8011-01-P