[Federal Register Volume 77, Number 194 (Friday, October 5, 2012)]
[Notices]
[Pages 61039-61041]
[FR Doc No: 2012-24572]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67951; File No. SR-Phlx-2012-114]

Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Offer the
QView Service

October 1, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 21, 2012, NASDAQ OMX PHLX LLC (``Phlx'' or
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the 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 the
Substance of the Proposed Rule Change

    PHLX proposes to modify its fee schedule concerning NASDAQ OMX PSX
(``PSX'') fees to offer the QView service. The Exchange is proposing to
implement the rule change as soon as possible, but in no event greater
than thirty calendar days from the filing date of this proposal. The
text of the proposed rule change is available at http://nasdaqomxphlx.cchwallstreet.com, at PHLX's principal office, 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 III 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 is proposing to adopt the new QView service. QView is
a web-based, front-end application, which provides a subscribing member
firm with increased transparency over its trading activity on the
Exchange's equities market, NASDAQ OMX PSX (``PSX''), by allowing the
member firm to track its Exchange order flow.\3\ In particular, a QView
subscriber is able to track all of its trading activity on the Exchange
through detailed order and execution summaries. QView provides a
subscribing member with statistics concerning the total number of
executions, total volume, dollar value of executions, executions by
symbol, add versus remove, buy versus sell, display versus non-display,
number of open orders, use of routing strategies and liquidity code
designation. QView also provides information concerning how the
subscribing member firm ranks in PSX market activity as compared to
other PSX participants. The data provided by QView is available to the
subscribing member both in real-time and historically. Subscribing
member firms are also able to export such data from QView to other
systems.
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    \3\ A subscribing member possessing multiple MPIDs must
designate the MPIDs for which it would like to receive QView
information. A subscribing member, however, may elect to monitor
only the activity occurring through certain ports associated with a
subscribed MPID. A member firm seeking to subscribe to QView that
accesses the Exchange through a sponsored arrangement with another
Exchange member must provide the Exchange with an executed sponsored
access data agreement prior to subscribing to QView. The sponsored
access data agreement makes clear that the subscribing member firm
is permitted to designate the sponsoring firm's MPID for
subscription to QView. A copy of this form may be found here: http://www.nasdaqtrader.com/content/productsservices/trading/QView/QView_SponsoredAccessAgreement.pdf.
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    A member firm must subscribe to TradeInfo PSX \4\ to subscribe to
QView. QView was developed to work in conjunction with TradeInfo PSX,
so that a subscriber to QView is able to

seamlessly filter down to the specific order or execution information
of the orders and executions provided in the QView dashboard interface.
The dashboard also allows a QView subscriber to track his/her
executions and open orders in real-time, as well as view its executions
and open orders as an overall summary, with all totals displayed by
quantity, share volume, or dollar value. As such, QView provides both
an overall summary of a subscribing member firm's activity, as well as
detailed order and execution information, thus providing the subscriber
a comprehensive tool to track its trading activity.\5\
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    \4\ TradeInfo PSX is a web-based tool that, among other things,
allows users access to all of the PSX order and execution
information for their entire firm for both equities and options
through a single interface. TradeInfo PSX is offered complimentary
as part of the Workstation or separately for a fee of $95 per user,
per month. See NASDAQ OMX PHLX LLC PRICING SCHEDULE, VIII. NASDAQ
OMX PSX FEES.
    \5\ For example, QView will inform a subscribing member of its
executions in a particular day and provide a link to the details of
those executions, which is provided by TradeInfo.
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    PHLX notes that an identical QView service is currently offered by
its sister exchange, The NASDAQ Stock Market LLC for a fee of $600 per
month, per member firm.\6\ PHLX is proposing to offer QView at no cost
at the present time, but may assess a fee in the future. If it
determines to assess a fee, the Exchange will file a rule change
proposal with the Commission.
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    \6\ See NASDAQ Rule 7058.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
Section 6(b)(5) of the Act,\7\ which requires that the rules of an
exchange be designed to prevent fraudulent and manipulative acts and
practices, promote just and equitable principles of trade, foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, protect investors and the public interest. The
Exchange believes the proposed rule change is consistent with these
requirements because the proposed service provides subscribing members
with a useful analytical tool with which they may access information
concerning their order and trade activity occurring on the Exchange.
With this information, subscribing members may more closely monitor and
analyze such activity, and make more informed investment decisions.
Accordingly, the Exchange believes that the proposed service will
further goals of the Act by providing subscribing members with greater
transparency with respect to their order activity on the Exchange. As
noted above, the proposed QView service is identical to the NASDAQ
QView service currently offered to NASDAQ members.
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    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange 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, as amended. To
the contrary, the proposed rule change is pro-competitive in that it
will allow the Exchange to disseminate a new service on a voluntary
basis. QView is voluntary on the part of the Exchange, which is not
required to offer such products and services, and voluntary on the part
of prospective users that are not required to use it and may obtain the
information from other sources.

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

    Because the foregoing proposed rule change: (1) Does not
significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
and (3) by its terms does not become operative for 30 days after the
date of this filing, 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) \8\ of the Act and Rule 19b-4(f)(6) thereunder.\9\
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under 19b-4(f)(6) normally may not
become operative prior to 30 days after the date of filing.\10\
However, Rule 19b-4(f)(6)(iii) \11\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay so that it may offer QView
at the earliest reasonable time possible. The Exchange notes that the
services offered by PSX QView are identical to services offered by
NASDAQ's QView. The Commission believes that waiving the 30-day
operative delay is consistent with the protection of investors and the
public interest because such waiver would allow the Exchange to
immediately offer its QView service so members may benefit immediately
by tracking their order flow on the Exchange. For this reason, the
Commission designates the proposed rule change to be operative upon the
operative date of the Filing.\12\
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    \10\ 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change 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.
    \11\ Id.
    \12\ For the purposes only of waiving the 30-day operative
delay, the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of 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.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml ); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-Phlx-2012-114 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.

All submissions should refer to File Number SR-Phlx-2012-114. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the

Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
such filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-Phlx-2012-114 and should be submitted on or before
October 26, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-24572 Filed 10-4-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 31 (Wednesday, February 17, 2016)]
[Notices]
[Page 8079]
[FR Doc No: 2016-03145]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2016-N-0160]

Pilot Program for Tobacco Product Manufacturers; Center for
Tobacco Products eSubmissions Portal

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Center for Tobacco Products (CTP) in the Food and Drug
Administration (FDA) is soliciting applications from regulated tobacco
product manufacturers to participate in a voluntary pilot program to
help CTP evaluate a potential new portal, the CTP eSubmissions Portal
(CTP Portal), that is being designed to improve the process in
connection with providing certain regulatory submissions electronically
to CTP. CTP plans to accept up to six participants for the pilot
program. The pilot program is intended to provide CTP regulatory review
staff with an opportunity to evaluate the CTP Portal, including its
capability for sending and receiving secure messages and providing
information as to the documents submitted to it (for example, receipt
date and tracking number).

DATES: Interested parties should submit an electronic application to
participate in this pilot program by March 2, 2016. We plan to conduct
user testing beginning on or about March 18, 2016. See section III of
this document for information on applications for participation.

ADDRESSES: If you are interested in participating in this pilot
program, please submit an electronic application to
<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Ann Staten, Center for Tobacco
Products, Food and Drug Administration, 10903 New Hampshire Ave., Bldg.
75, Rm. G402, Silver Spring, MD 20993-0002<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Background

    The Family Smoking Prevention and Tobacco Control Act of 2009
(Tobacco Control Act) (Pub. L. 111-31) grants FDA important authority
to regulate the manufacture, marketing, and distribution of tobacco
products to protect the public health generally and to reduce tobacco
use by minors. Among its many provisions, the Tobacco Control Act
created requirements for tobacco product manufacturers and importers,
among others, to submit certain regulatory documents and information to
FDA, including, but not limited to, new tobacco product applications,
documents relating to certain research activities and research
findings, and documents relating to tobacco product ingredients,
including harmful and potentially harmful constituents. While certain
of these documents must be submitted electronically, for others an
electronic format for submission currently is not required but is
strongly encouraged to facilitate efficiency and timeliness of data
submission and management. Also, in June 2013, CTP announced a workshop
to obtain public input on topics related to the potential electronic
submission of tobacco product applications and other information and
opened a docket for public comment on this topic. (For more information
about this workshop, please see ``Electronic Submission of Tobacco
Product Applications and Other Information; Public Workshop; Request
for Comments'' (78 FR 34393, June 7, 2013).
    CTP has reviewed the input received from the comments and other
sources and is committed to improving the processes for providing
regulatory submissions electronically to FDA. Consequently, CTP is
announcing a pilot program to test the functionality of the CTP Portal,
an electronic submission and communication tool that should enhance
efficiency, communication, and timeliness.

II. Pilot Program Participation

    The pilot program to evaluate the CTP Portal is to last
approximately 3 months. During the pilot program, CTP staff will be
available to answer any questions or concerns that may arise. Pilot
program participants will receive training and will be asked to submit
regulatory submissions using data provided to them by CTP for testing
purposes. Pilot program participants also will be asked to provide
written and verbal feedback during their training and after their
participation in the pilot program is over. These comments and
discussions will assist CTP in its development of the CTP Portal. CTP
estimates that each individual participant's involvement should take
about 15 hours.
    CTP is soliciting applications from regulated tobacco product
manufacturers and, in particular, is interested in hearing from small
tobacco product manufacturers (STPMs) and tobacco product manufacturers
that use an authorized agent.

III. Applications for Participation

    Applications to participate in the pilot program should be sent
electronically to<EMAIL_ADDRESS>Applications should include the
following information: Company and contact name; contact phone number;
contact email address; and whether you are an STPM. Once applications
for participation are received, FDA will contact interested applicants
to discuss the pilot program. FDA is seeking a limited number of
participants (no more than six) to participate in this pilot program.
The pilot program is expected to last approximately 3 months.

    Dated: February 10, 2016.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2016-03145 Filed 2-16-16; 8:45 am]
 BILLING CODE 4164-01-P


[Federal Register Volume 77, Number 196 (Wednesday, October 10, 2012)]
[Notices]
[Pages 61598-61599]
[FR Doc No: 2012-24863]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9522-9]

Agency Information Collection Activities OMB Responses

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: This document announces the Office of Management and Budget
(OMB) responses to Agency Clearance requests, in compliance with the
Paperwork Reduction Act (44 U.S.C. 3501 et. seq.). An agency may not
conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a currently valid OMB
control number. The OMB control numbers for EPA regulations are listed
in 40 CFR part 9 and 48 CFR chapter 15.

FOR FURTHER INFORMATION CONTACT: Rick Westlund<PHONE_NUMBER>, or email
at<EMAIL_ADDRESS>and please refer to the appropriate EPA
Information Collection Request (ICR) Number.

SUPPLEMENTARY INFORMATION:

OMB Responses To Agency Clearance Requests

OMB Approvals

    EPA ICR Number 2071.05; NESHAP for Printing, Coating and Dyeing of
Fabrics and Other Textiles; 40 CFR part 63 subparts A and OOOO; was
approved on 09/12/2012; OMB Number 2060-0522; expires on 09/30/2015;
Approved without change.
    EPA ICR Number 0997.10; NSPS for Petroleum Dry Cleaners; 40 CFR
part 60 subparts A and JJJ; was approved on 09/14/2012; OMB Number
2060-0079; expires on 09/30/2015; Approved without change.
    EPA ICR Number 2040.05; NESHAP for Refractory Products
Manufacturing; 40 CFR part 63 subparts A and SSSSS; was approved on 09/
14/2012; OMB Number 2060-0515; expires on 09/30/2015; Approved without
change.
    EPA ICR Number 1541.10; NESHAP for Benzene Waste Operations; 40 CFR
part 61 subparts A and FF; was approved on 09/14/2012; OMB Number 2060-
0183; expires on 09/30/2015; Approved without change.
    EPA ICR Number 1100.14; NESHAP for Radionuclides; 40 CFR part 61

subparts B, K, R and W; was approved on 09/14/2012; OMB Number 2060-
0191; expires on 09/30/2015; Approved without change.
    EPA ICR Number 1745.07; Criteria for Classification of Solid Waste
Disposal Facilities and Practices (Renewal); 40 CFR part 257 subpart B;
was approved on 09/14/2012; OMB Number 2050-0154; expires on 09/30/
2015; Approved without change.
    EPA ICR Number 1775.06; Hazardous Remediation Waste Management
Requirements (HWIR-Media) (Renewal); 40 CFR parts 264 and 270; and 40
CFR 271.21; was approved on 09/14/2012; OMB Number 2050-0161; expires
on 09/30/2015; Approved without change.
    EPA ICR Number 2042.05; NESHAP for Semiconductor Manufacturing; 40
CFR part 63 subparts A and BBBBB; was approved on 09/14/2012; OMB
Number 2060-0519; expires on 09/30/2015; Approved without change.
    EPA ICR Number 1951.05; NESHAP for Paper and Other Web Coating; 40
CFR part 63 subparts A and JJJJ; was approved on 09/14/2012; OMB Number
2060-0511; expires on 09/30/2015; Approved without change.
    EPA ICR Number 1976.05; NESHAP for Reinforced Plastic Composites
Production; 40 CFR part 63 subparts A and WWWW; was approved on 09/14/
2012; OMB Number 2060-0509; expires on 09/30/2015; Approved without
change.
    EPA ICR Number 1954.05; NESHAP for the Surface Coating of Large
Household and Commercial Appliances; 40 CFR part 63 subparts A and
NNNN; was approved on 09/14/2012; OMB Number 2060-0457; expires on 09/
30/2015; Approved without change.
    EPA ICR Number 1938.05; NESHAP for Municipal Solid Waste Landfills;
40 CFR part 63 subparts A and AAAA; was approved on 09/14/2012; OMB
Number 2060-0505; expires on 09/30/2015; Approved without change.
    EPA ICR Number 1891.06; NESHAP for Publicly-Owned Treatment Works;
40 CFR part 63 subparts A and VVV; was approved on 09/14/2012; OMB
Number 2060-0428; expires on 09/30/2015; Approved without change.
    EPA ICR Number 2027.05; NESHAP for Flexible Polyurethane Foam
Fabrication; 40 CFR part 63 subparts A and MMMMM; was approved on 09/
15/2012; OMB Number 2060-0516; expires on 09/30/2015; Approved without
change.
    EPA ICR Number 2437.02; NSPS for Oil and Natural Gas Production and
Natural Gas Transmission and Distribution; 40 CFR part 60 subparts A
and OOOO; was approved on 09/17/2012; OMB Number 2060-0673; expires on
09/30/2015; Approved without change.
    EPA ICR Number 2439.02; NESHAP for Natural Gas Transmission and
Storage; 40 CFR part 63 subparts A and HHH; was approved on 09/17/2012;
OMB Number 2060-0670; expires on 09/30/2015; Approved without change.
    EPA ICR Number 2438.02; NSPS for Onshore Natural Gas Processing
Plants; 40 CFR part 60 subparts A, KKK and LLL; was approved on 09/17/
2012; OMB Number 2060-0672; expires on 09/30/2015; Approved without
change.
    EPA ICR Number 2373.05; Mandatory Reporting of Greenhouse Gases:
Additional Sources of Fluorinated Greenhouse Gases, Subparts I, L, DD,
SS, and QQ (Technical Correction); 40 CFR part 98, subparts I, L, DD,
QQ and SS; was approved on 09/18/2012; OMB Number 2060-0650; expires on
12/31/2013; Approved with change.
    EPA ICR Number 1852.05; Exclusion Determinations for New Nonroad
Spark-ignited Engines, New Nonroad Compression-ignited Engines, and New
On-road Heavy Duty Engines (Renewal); 40 CFR part 85 subpart R; 40 CFR
part 89 subpart J; 40 CFR part 90 subpart J; 40 CFR part 91 subpart K;
40 CFR part 92 subpart J; 40 CFR part 94 subpart J; 40 40 CFR 1039.5,
1045.5, 1048.5, 1051.5 and 1054.5; CFR part 1068 subpart C; was
approved on 09/20/2012; OMB Number 2060-0395; expires on 09/30/2015;
Approved without change.
    EPA ICR Number 2440.02; NESHAP for Oil and Natural Gas Production;
40 CFR part 63 subparts A and HH; was approved on 09/21/2012; OMB
Number 2060-0671; expires on 09/30/2015; Approved without change.
    EPA ICR Number 2029.05; NESHAP for Asphalt Processing and Asphalt
Roofing Manufacturing; 40 CFR part 63 subparts A and LLLLL; was
approved on 09/21/2012; OMB Number 2060-0520; expires on 09/30/2015;
Approved without change.
    EPA ICR Number 1995.05; NESHAP for Coke Oven Pushing, Quenching,
and Battery Stacks; 40 CFR part 63 subparts A and CCCCC; was approved
on 09/21/2012; OMB Number 2060-0521; expires on 09/30/2015; Approved
without change.
    EPA ICR Number 1736.06; EPA's Natural Gas STAR Program (Renewal);
was approved on 09/21/2012; OMB Number 2060-0328; expires on 09/30/
2015; Approved without change.

Comment Filed

    EPA ICR Number 2465.01; NSPS for Greenhouse Gas Emissions for New
Electric Utility Generating Units; in 40 CFR part 60 subparts A and
TTTT; OMB filed comment on 09/04/2012.
    EPA ICR Number 1801.10; NESHAP for the Portland Cement
Manufacturing Industry; in 40 CFR part 63 subparts A and LLL; OMB filed
comment on 09/21/2012.

John Moses,
 Director, Collections Strategies Division.
[FR Doc. 2012-24863 Filed 10-9-12; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: July 9, 2010 (Volume 75, Number 131)]
[Notices]
[Page 39603-39608]
[DOCID:fr09jy10-109]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62434; File No. SR-FINRA-2009-089]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Order Approving Proposed FINRA Rule 6490 (Processing
of Company-Related Actions) To Clarify the Scope of FINRA's Authority
When Processing Documents Related to Announcements for Company-Related
Actions for Non-Exchange Listed Securities and To Implement Fees for
Such Services

July 1, 2010.

I. Introduction

    On December 7, 2009, Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\
proposed FINRA Rule 6490 (Processing of Company-Related Actions), to
clarify the scope of FINRA's regulatory authority and discretionary
power when processing documents relating to announcements for company-
related actions for non-exchange listed equity and debt securities
(collectively ``OTC Securities'') and to implement fees for such
services. The proposed rule change was published for comment in the
Federal Register on December 28, 2009.\3\ The Commission received two
comment letters on the proposed rule change,\4\ and a letter from FINRA
responding to the comment letters.\5\ This order approves the proposed
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 61189 (December 17,
2009), 74 FR 68648 (``Notice'').
    \4\ See Letter to Elizabeth M. Murphy, Secretary, Commission,
from Liz Heese, Managing Director, Issuer Services, Pink OTC
Markets, Inc. (``Pink OTC''), dated January 20, 2010 (``Pink OTC
Letter''), and Letter to Elizabeth M. Murphy, Secretary, Commission,
from Stephen J. Nelson, The Nelson Law Firm, LLC (``Nelson Law
Firm''), dated February 18, 2010 (``Nelson Law Firm Letter'').
    \5\ See Letter from Kosha K. Dalal, Associate Vice President and
Associate General Counsel, FINRA, to Elizabeth M. Murphy, Secretary,
Commission, dated April 30, 2010 (``FINRA Response Letter'').
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II. Background

    FINRA performs several critical functions in the over-the-counter
(``OTC'') market. FINRA currently operates the OTC Bulletin Board
(``OTCBB''), which provides a mechanism for FINRA members to quote
certain registered OTC equity securities. FINRA also operates the OTC
Reporting Facility, which provides a mechanism for FINRA members to
report, for both regulatory and dissemination purposes, transactions in
OTC equity securities. More broadly, FINRA also oversees the activities
of broker-dealer member firms, and their associated persons, that quote
and trade OTC Securities to ensure their compliance with the Federal
securities laws and FINRA rules.
    In addition to these functions, FINRA reviews and processes
requests to announce or publish certain actions taken by issuers of OTC
Securities. FINRA performs other more limited functions relating to the
processing of certain actions by non-exchange listed companies whose
securities are traded in the OTC market. In this regard, FINRA reviews
and processes documents relating to announcements for company-related
actions pursuant to Rule 10b-17 under the Act (``Rule 10b-

17 Actions'').\6\ These documents include announcements of dividends or
other distributions in cash or in kind, stock splits or reverse stock
splits, or rights or other subscriptions offerings. FINRA also reviews
requests to process documents relating to other company actions
(``Other Company-Related Actions''), including the issuance or change
to a trading symbol or company name, merger, acquisition, dissolution
or other company control transactions, bankruptcy or liquidation.\7\ In
addition, FINRA maintains the symbols database for OTC Securities.
Based on information it receives regarding Company-Related Actions,
FINRA, in turn, provides notice to the marketplace of such events and
adjusts names, symbols, and the issuers' stock prices, if necessary.
According to FINRA, these functions are important both to the trading
of securities in the OTC marketplace and to the settlement of
transactions involving OTC Securities. FINRA notes that the issuer-
related services it performs are aimed not only at facilitating trading
and settlement, but also at promoting investor protection and market
integrity.
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    \6\ 17 CFR 240.10b-17. Rule 10b-17 requires issuers to give
FINRA, in a timely fashion, information relating to: (1) A dividend
or other distribution in cash or in kind; (2) a stock split or
reverse split; and (3) a rights or other subscription offering.
Under Rule 10b-17, the issuer is required to provide this
information to FINRA no later than 10 days prior to the record date
or, in case of a rights subscription or other offering if such 10
days advance notice is not practical, on or before the record date,
and in no event later than the effective date of the registration
statement to which the offer relates. Pursuant to Rule 10b-17(b)(3),
comparable notice given by the issuer of an exchange-listed security
in accordance with the procedures of the national securities
exchange upon which a security of such issuer is registered
satisfies this requirement.
    \7\ Rule 10b-17 Actions and Other Company-Related Actions
collectively are referred to herein as ``Company-Related Actions.''
FINRA publishes Company-Related Actions pursuant to requests from
issuers and their agents on its Web site in a document known as the
``Daily List.'' Publication of Company-Related Actions in the Daily
List effectively announces the Company-Related Action to the OTC
market.
---------------------------------------------------------------------------

    Historically, FINRA has viewed its role in performing issuer-
related functions as primarily ministerial, due in large part to its
limited jurisdictional reach. FINRA does not impose listing standards
for securities and maintains no formal relationship with, or direct
jurisdiction over, issuers. FINRA's authority to perform issuer-related
functions flows primarily from two sources: Rule 10b-17 under the Act
and FINRA's Uniform Practice Code (NASD Rule 11000 Series)
(``UPC'').\8\ Recently, there has been growing concern that FINRA's
Company-Related Action processing services may potentially be used by
certain parties to further fraudulent activities.\9\ Accordingly, in
furtherance of its authority to adopt rules to prevent fraudulent and
manipulative acts and practices, promote just and equitable principles
of trade, and protect investors and the public interest, FINRA proposes
Rule 6490 to clarify the scope of its regulatory authority and to
codify procedures that it will apply when reviewing requests to process
Company-Related Actions. FINRA also proposes to establish fees for its
review and processing of documentation relating to Rule 10b-17 Actions
and Other Company-Related Actions, as well as a fee for appealing FINRA
staff determinations.
---------------------------------------------------------------------------

    \8\ The UPC sets forth a basic framework of rules governing
broker-dealers with respect to the settlement of OTC Securities.
    \9\ See, e.g., Commission Order of Suspension of Trading In the
Matter of Andros Isle, Corporation, et al., dated March 13, 2008
(File No. 500-1), in which the Commission suspended trading pursuant
to Section 12(k) of the Act, 15 U.S.C. 78l(k), in the securities of
approximately 26 Pink Sheet securities, stating ``[c]ertain persons
appear to have usurped the identity of a defunct or inactive
publicly traded corporation, initially by incorporating a new entity
using the same name, and then by obtaining a new CUSIP number and
ticker symbol based on the apparently false representation that they
were duly authorized officers, directors and/or agents of the
original publicly traded corporation.'' See also SEC v. Irwin Boock,
Stanton B.J. DeFreitas, Nicolette D. Loisel, Roger L. Shoss, and
Jason C. Wong, Birte Boock, and 1621566 Ontario, Inc., Civil Action
No. 09 CV 8261 (S.D.N.Y.) (DLC), Litigation Release No. 21243
(October 8, 2009) (Commission Charges Five With Dozens of Fraudulent
Corporate Hijackings and Unregistered Offerings of Securities and
Names Two Relief Defendants).
---------------------------------------------------------------------------

III. Description of the Proposal

A. Processing Announcements of Company Related Actions

    Rule 6490 would codify the authority of FINRA's Department of
Operations (``Department'') to conduct in-depth reviews of requests to
process Company-Related Actions and to provide FINRA staff the
discretion not to process incomplete requests and requests for which
there are certain indicators of potential fraud. Specifically, the
proposed rule would establish procedures for the submission, review,
and determination of the sufficiency of requests made to FINRA to
process Company-Related Actions. The proposed rule would permit the
Department to prescribe the forms, supporting documentation and
procedures necessary to conduct more in-depth reviews of requests to
process Company-Related Actions. The proposed rule would require that
an issuer or other duly authorized representative of the issuer
(``Requesting Party'') submit a request for FINRA to review and process
documentation related to a Rule 10b-17 Action or Other Company-Related
Action within the time frames specified by either Rule 10b-17, in the
event of a Rule 10b-17 Action, or no later than ten calendar days prior
to the effective date of the Company-Related Action in the event of
Other Company-Related Actions. The proposed rule would require all such
requests to be accompanied by proof of payment of a non-refundable fee
specified in the fee table that would be included in Rule 6490, as more
fully described below. In addition, the proposed rule would provide
that initial symbol set up requests may be submitted by FINRA members
or their associated persons in order to comply with regulatory
reporting requirements.
    In recognition of FINRA's lack of privity with issuers of OTC
Securities, FINRA is proposing to adopt Supplementary Material .02
(Requests by Third-Parties) to Rule 6490, which would permit FINRA, in
its discretion, to announce a Company-Related Action when it is
contacted by a third party, such as The Depository Trust & Clearing
Corporation (``DTC''), foreign exchanges or regulators, or members or
associated persons. FINRA would request that the third party contact
the issuer in question regarding the issuer's obligations under Rule
10b-17 or other rules and regulations, as applicable, and instruct the
issuer to contact FINRA directly to provide notice and complete the
requisite forms. However, FINRA would, in its discretion, be permitted
to review and process a Company-Related Action based on information
from a third party when it believes that such action is necessary for
the protection of investors and the public interest and to maintain
fair and orderly markets, and/or FINRA has been unable to obtain
notification of the Company-Related Action from the issuer.
    The proposed rule would permit the Department to request additional
information or documentation as may be necessary for the Department to
verify the accuracy of the information submitted by the Requesting
Party. If the Requesting Party does not sufficiently respond within 90
calendar days of the date the Department requests additional
information or documentation, the request would be deemed ``lapsed''
and then closed. The proposed rule also would provide that if a request
to process a Company-Related Action is deficient, and the Department
determines that it is necessary for the protection of investors and the
public interest and to maintain fair and orderly markets, the
Department may determine

that documentation related to a Company-Related Action shall not be
processed.
    The proposal sets forth five factors that the Department can
consider in determining whether a request to process documentation is
deficient: (1) FINRA staff reasonably believes the forms and all
supporting documentation, in whole or in part, may not be complete,
accurate or with proper authority; (2) the issuer is not current in its
reporting obligations, if applicable, to the Commission or other
regulatory authority; (3) FINRA has actual knowledge that parties
related to the Company-Related Action are the subject of pending,
adjudicated or settled regulatory action or investigation by a
regulatory body, or civil or criminal action related to fraud or
securities laws violations; \10\ (4) a government authority or
regulator has provided information to FINRA, or FINRA has actual
knowledge, indicating that persons related to the Company-Related
Action may be potentially involved in fraudulent activities related to
the securities market and/or pose a threat to public investors; and/or
(5) there is significant uncertainty in the settlement and clearance
process for the security.
---------------------------------------------------------------------------

    \10\ According to FINRA, this factor would include instances
when FINRA has actual knowledge of a Commission Order pursuant to
Section 12(k) of the Act, 15 U.S.C. 78l(k), temporarily suspending
the issuer's securities or pursuant to Section 12(j) of the Act, 15
U.S.C. 78l(j), revoking registration of the issuer's securities.
---------------------------------------------------------------------------

    Following a Department determination that a request to process a
Company-Related Action is deficient, the Department would be required
to provide written notice to the Requesting Party. Such written notice
would be required to state the specific factor(s) that caused the
request to be deemed deficient. The proposal permits a Requesting Party
to appeal a deficiency determination to a three-member subcommittee
comprised of current or former industry members of FINRA's UPC
Committee in writing within seven calendar days after service of the
notice. Any written request for an appeal would be required to: (1) Be
accompanied by proof of payment of a non-refundable Action
Determination Appeal Fee; and (2) specifically set forth any and all
defenses to the Department's deficiency determination. Under the
proposal, an appeal would stay the processing of the Company-Related
Action (i.e., the requested Company-Related Action would not be
processed during the period that the Requesting Party requests an
appeal or while any such appeal is pending).
    Under the proposal, the subcommittee would convene once each
calendar month to consider all appeals received during the prior month
and would render a determination within three business days following
the day the subcommittee considered the appeal. The subcommittee's
determination would constitute final FINRA action. If a Requesting
Party fails to file a written request for an appeal within seven
calendar days after service of notice, the Department's deficiency
determination would constitute final FINRA action.

B. Fees

    FINRA also proposes to establish fees in connection with its review
and processing of Company-Related Actions. The proposed fees would
include late fees for Requesting Parties that fail to provide timely
notice of and requests to process Company-Related Actions. According to
FINRA, the proposed late fees would help encourage issuers of OTC
Securities to meet deadlines, including those associated with Rule 10b-
17, which are critical to enabling FINRA to process such requests in a
timely fashion in order to provide adequate notice to market
participants. Further, FINRA states that the proposed fees would be
beneficial because they would offset some of the significant costs that
FINRA currently bears for the benefit of issuers of OTC Securities that
are not otherwise paying to support the OTC symbol database and the
processing of Company-Related Actions.
    Specifically, FINRA proposes to charge the following non-refundable
fees for the review and processing of documentation related to Rule
10b-17 Actions and Other Company-Related Actions:

------------------------------------------------------------------------
                                                              Fee
------------------------------------------------------------------------
Rule 10b-17 Action:
    Timely Rule 10b-17 Notification..................               $200
    Late Rule 10b-17 Notification Submitted at least               1,000
     5 calendar days prior to Corporate Action Date..
    Late SEA Rule 10b-17 Notification Submitted at                 2,000
     least 1 calendar day prior to Corporate Action
     Date............................................
    Late SEA Rule 10b-17 Notification Submitted on or              5,000
     after Corporate Action Date.....................
Other Company-Related Action:
    Voluntary Symbol Request Change..................                500
    Initial Symbol Set Up............................                (*)
    Symbol Deletion..................................                (*)
Appeals:
    Action Determination Appeal Fee..................              4,000
------------------------------------------------------------------------
* No charge.

    FINRA also proposes Supplementary Material .01, which would permit
FINRA to process documentation for Company-Related Actions, absent a
determination that the action is deficient, even if the required fee is
not paid. Proposed Supplementary Material .01 provides that unpaid Rule
10b-17 Action fees associated with a specific issuer would be
accumulated, and further, that FINRA would not process Voluntary Symbol
Request Changes until all accumulated fees are paid. According to
FINRA, this accumulation authority would create incentives for issuers
that are not otherwise subject to FINRA's direct jurisdiction to comply
with the proposed rule's requirements without compromising FINRA's
investor protection mission. FINRA states further that acceptance and
processing of untimely Company-Related Action requests and related fees
by FINRA will not act to relieve an issuer of potential violations of
Rule 10b-17 or other Federal or State rules or self-regulatory
organization rules.
    In addition, the Voluntary Symbol Request Change Fee would not
apply to mandatory symbol set ups or changes. Specifically, FINRA would
not charge a Voluntary Symbol Request Change Fee in connection with a
mandatory symbol change that results from a Rule 10b-17 Action (i.e., a
mandatory symbol change required because of a CUSIP number change or
otherwise in direct connection with a Rule 10b-17 Action

would not require the payment of the Voluntary Symbol Request Change
Fee). However, the request (and its granting, subject to symbol
availability) of a specific symbol in connection with a Rule 10b-17
Action would result in assessment of such a fee in addition to the
requisite Rule 10b-17 Action fee.

IV. Discussion and Commission's Findings

    The Commission has reviewed carefully the proposed rule change, the
comment letters received, and the FINRA Response Letter and finds that
the proposal is consistent with the Act and the rules and regulations
thereunder applicable to a national securities association, including
the provisions of Section 15A(b)(6) of the Act,\11\ which requires,
among other things, that FINRA rules 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
transactions in securities, and, in general, to protect investors and
the public interest; and Section 15A(b)(5) of the Act,\12\ which
requires, among other things, that FINRA rules provide for the
equitable allocation of reasonable dues, fees and other charges among
members and issuers and other persons using any facility or system that
FINRA operates or controls.\13\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78o-3(b)(6).
    \12\ 15 U.S.C. 78o-3(b)(5).
    \13\ In approving the proposed rule change, the Commission notes
that it has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    The Commission believes that FINRA's proposal to codify procedures
for the submission, review, and determination of the sufficiency of
requests to process Company-Related Actions will benefit the OTC
marketplace and investors in OTC Securities. The proposal clarifies
FINRA's authority to conduct reviews of requests to process Company-
Related Actions and reserves to FINRA the right to process Rule 10b-17
Actions and Other Company-Related Actions when, notwithstanding the
failure of an issuer to timely submit a notice or pay the applicable
processing fee, such processing is necessary for the protection of
investors and the public interest and to maintain fair and orderly
markets. Accordingly, the Commission believes that the proposal is
designed to encourage issuers and their agents to provide complete,
accurate and timely information to FINRA concerning Company-Related
Actions involving OTC Securities, and thereby to prevent fraudulent and
manipulative acts and practices with respect to these securities.
    The Commission notes that the proposal sets forth five factors that
FINRA can look to as a basis for denying a request to process
documentation concerning a Company-Related Action: (1) FINRA staff
reasonably believes the forms and all supporting documentation, in
whole or in part, may not be complete, accurate or with proper
authority; (2) the issuer is not current in its reporting obligations,
if applicable, to the Commission or other regulatory authority; (3)
FINRA has actual knowledge that parties related to the Company-Related
Action are the subject of pending, adjudicated or settled regulatory
action or investigation by a regulatory body, or civil or criminal
action related to fraud or securities laws violations; \14\ (4) a
government authority or regulator has provided information to FINRA, or
FINRA has actual knowledge, indicating that persons related to the
Company-Related Action may be potentially involved in fraudulent
activities related to the securities market and/or pose a threat to
public investors; and/or (5) there is significant uncertainty in the
settlement and clearance process for the security. The Commission also
notes that the proposal includes provisions pursuant to which an
aggrieved party may appeal the denial of a request to process a
Company-Related Action.
---------------------------------------------------------------------------

    \14\ See supra note 10.
---------------------------------------------------------------------------

    As noted above, the Commission received two comment letters in
response to the proposal.\15\ Both commenters generally supported the
goals of the proposal, but questioned certain aspects of it. One
commenter requested that FINRA provide additional guidance on two of
the factors FINRA would consider when determining whether a request to
process documentation related to a Company-Related Action is deficient,
namely, whether an issuer is not current in its reporting obligations,
if applicable, to the Commission or other regulatory authority, and
whether there is significant uncertainty in the clearance and
settlement process.\16\ Specifically, this commenter inquired whether
delinquent issuers would automatically have their requests to process a
Company-Related Action determined to be deficient, and also whether
issuers that are not designated as eligible for the DTC's FAST systems
would have their requests viewed as raising significant uncertainty in
the clearance and settlement process.\17\
---------------------------------------------------------------------------

    \15\ See Pink OTC Letter and Nelson Law Firm Letter, supra note
4.
    \16\ See Pink OTC Letter.
    \17\ Id.
---------------------------------------------------------------------------

    In response to this commenter, FINRA explained that when the
Department reasonably believes that an issuer submitting a request to
process documentation related to a Company-Related Action has triggered
one of the explicitly enumerated factors, the Department would
generally conduct an in-depth review of the Company-Related Action and
seek additional information or documentation from the issuer.\18\ FINRA
noted that it would have the discretion not to process any such actions
that are incomplete or when it determines that not processing such an
action is necessary for the protection of investors and the public
interest and to maintain fair and orderly markets.\19\ FINRA stated
that the failure of an issuer to remain current it its reporting
obligations is one of five factors that FINRA ``may'' consider in
making a deficiency determination.\20\ FINRA further noted that the
proposal does not mandate any particular mechanism of clearance and
settlement for an issuer's securities, including FAST designation by
DTC.\21\
---------------------------------------------------------------------------

    \18\ See FINRA Response Letter, supra note 5 at 3-4.
    \19\ Id.
    \20\ Id.
    \21\ Id.
---------------------------------------------------------------------------

    The Commission believes that the proposed factors are reasonably
designed to allow FINRA to deny a request to process a Company-Related
Action based on the above-noted objective criteria. As FINRA pointed
out, if FINRA believes that one of the enumerated factors has been
triggered, FINRA staff would conduct an in depth review and follow up
with the issuer to seek additional information or documentation. The
Commission believes that the proposal furthers FINRA's goal to assure
that documents supporting a request to process a Company-Related Action
are complete and correct and that its facilities are not misused in
furtherance of fraudulent or manipulative acts and practices. At the
same time, the proposal recognizes the interests of a Requesting Party
in receiving fair consideration from FINRA in connection with a request
to process a Company-Related Action and in having a fair process for an
appeal in the event a request to process a Company-Related Action is
denied. The Commission therefore finds the proposal to be consistent
with Section 15A(b)(6) of the Act.\22\ The Commission

notes that FINRA's administration of its proposed rule is subject to
continuing Commission oversight, and that FINRA, as a registered
national securities association, remains bound by its obligations as a
self-regulatory organization under the Act and all relevant rules and
regulations thereunder.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

    Two commenters questioned the effects of the proposed fees.\23\
Specifically, one commenter expressed concern that the proposal would
permit FINRA to decline to set an ex-dividend date for distributions of
``Liquidating OTC Securities'' if an issuer failed to timely notify
FINRA of an upcoming distribution, as required by Rule 10b-17, and pay
the required processing fee.\24\ According to this commenter, a failure
by FINRA to set an ex-dividend date for these securities would ``burden
transactions in Liquidating OTC Securities with wholly unnecessary
risks and transaction costs'' and potentially permit FINRA to ``escape
from its responsibilities under Section 15A'' of the Act when the
required fee is not paid.\25\
---------------------------------------------------------------------------

    \23\ See Pink OTC Letter and Nelson Law Firm Letter, supra note
4.
    \24\ See Nelson Law Firm Letter. This commenter defines
``Liquidating OTC Securities'' as securities whose issuers are
``bankrupt, in liquidation, or involved in various forms of
reorganization.''
    \25\ Id.
---------------------------------------------------------------------------

    In response to this concern, FINRA clarified that the proposal
expressly permits FINRA to set ex-dividend dates, as well as process
other Company-Related Actions, in certain circumstances even if FINRA
fails to receive the required notice and accompanying fee from the
issuer. In particular, FINRA noted that the text of proposed
Supplementary Material .01 (SEA Rule 10b-17 Fee Accumulations) states
that ``notwithstanding the timeliness of the SEA Rule 10b-17 Action
submission or the failure to pay applicable fees, FINRA will make its
best efforts to process documentation related to SEA Rule 10b-17
Actions that are not otherwise deemed incomplete or otherwise deficient
by FINRA because of the critical nature of this information to the
marketplace.'' \26\ Similarly, FINRA noted that the rule text of
proposed Supplementary Material .02 (Requests by Third-Parties)
provides that when FINRA is unable to obtain notification from an
issuer, it may in its discretion review and process a Rule 10b-17
Action or Other Company-Related Action based on information from a
third-party, such as DTC, foreign exchanges or regulators, or members
or associated persons, when it believes such action is necessary under
its statutory obligations.\27\
---------------------------------------------------------------------------

    \26\ See FINRA Response Letter, supra note 5 at 2-3.
    \27\ Id.
---------------------------------------------------------------------------

    One commenter noted that issuers of OTC Liquidating Securities may
believe that they are not obligated to provide a Rule 10b-17 notice to
FINRA, particularly, if, for example a bankruptcy trustee views its
obligations to maximize the value of the issuer's estate to be in
conflict with payment of processing fees to FINRA.\28\ In response to
this comment, FINRA remarked that an issuer that files for bankruptcy,
or a trustee acting on its behalf, faces numerous fees and charges in
an effort to discharge the issuer's obligations and stated that it saw
no reason why its proposed fees should not apply to these issuers.\29\
---------------------------------------------------------------------------

    \28\ See Nelson Law Firm Letter supra note 4 at 3.
    \29\ See FINRA Response Letter, supra note 5 at 2.
---------------------------------------------------------------------------

    The other commenter questioned whether the proposed fees for
providing Company-Related Action processing services might cause
issuers to effect corporate actions without notifying FINRA.\30\ In
response to this point, FINRA noted that an issuer that fails to notify
FINRA of a proposed corporate action, as required by Rule 10b-17 is
potentially violating an anti-fraud rule of the Federal securities laws
and stated that where it has actual knowledge of issuer non-compliance
with Rule 10b-17, FINRA will use its best efforts to notify the
Commission.\31\ According to FINRA, non-compliance with Rule 10b-17 has
been an ongoing concern, and it suggested that heightened awareness of
Rule 10b-17 that could result from adoption of the proposal, graduated
fees for delayed compliance with Rule 10b-17, and the potential for
referral to the Commission for non-compliance may lead issuers to
proceed more cautiously in this area.\32\
---------------------------------------------------------------------------

    \30\ See Pink OTC Letter, supra note 4 at 2.
    \31\ See FINRA Response Letter, supra note 5 at 5.
    \32\ See id at 6. FINRA also stated that if its proposal is
approved, it (i) will notify issuers of the proposed rule and fees
by issuing a Regulatory Notice, sending out alerts through
electronic platforms used by market participants, and posting this
information on its dedicated Web page for OTC Actions; (ii) will
reach out to industry groups involved in issuer corporate actions to
notify parties that will be impacted by the proposal; and (iii)
expects the percentage of late notifications will decline over time.
---------------------------------------------------------------------------

    The Commission finds that FINRA's proposed fees to review requests
to process Company-Related Actions are consistent with the Act. The
Commission believes that the proposed fees are reasonable because they
are intended to offset some of the significant costs FINRA currently
incurs in processing Company-Related Actions and that they are
equitably allocated because they apply to any Requesting Party that
submits a request to process a Company-Related Action (other than those
enumerated actions for which no fees would be charged). The Commission
believes that FINRA has adequately responded to commenters' concerns
about the impact of the proposed fees.
    Finally, one commenter offered suggestions relating to the
operation of the proposed rule.\33\ In response to the comment that
FINRA should limit intra-day processing of Company-Related Actions to
emergency situations such as security revocations and quotation and
trading halts, FINRA explained that, with the exception of security
revocations, quotation and trading halts, and cancellation of
securities pursuant to an effective bankruptcy court order, its general
policy is to announce actions on the Daily List published on OTCBB.com
with a future effective date, but that in some cases, often because of
failure to receive timely notification, setting a future effective date
is not possible.\34\ This commenter also suggested that FINRA
coordinate processing of Company-Related Actions across FINRA
departments and ensure information regarding Company-Related Actions is
disseminated accurately and consistently on the Daily List on the
OTCBB.com and NasdaqTrader Web sites.\35\ In response to these
comments, FINRA noted that, although FINRA departments work closely in
this regard, not all systems and platforms used by market participants
to access such data are controlled by FINRA, and there could be a lag
in the dissemination of certain information.\36\ FINRA also noted that
because the NasdaqTrader Web site simply provides a hyperlink to the
OTCBB.com Daily List, there should be no inconsistencies in information
on these two Web sites.\37\ The Commission believes that FINRA has
adequately responded to the commenters' suggestions relating to the
operation of the proposed rule.
---------------------------------------------------------------------------

    \33\ See Pink OTC Letter, supra note 4.
    \34\ See FINRA Response Letter, supra note 5.
    \35\ See Pink OTC Letter, supra note 4.
    \36\ See FINRA Response Letter, supra note 5.
    \37\ Id.
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR-FINRA-2009-89), be, and it hereby is,
approved.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\38\
Elizabeth M. Murphy,
Secretary.
---------------------------------------------------------------------------

    \38\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

[FR Doc. 2010-16687 Filed 7-8-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 86, Number 163 (Thursday, August 26, 2021)]
[Notices]
[Pages 47717-47719]
[FR Doc No: 2021-18421]

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DEPARTMENT OF TRANSPORTATION

National Highway Traffic Safety Administration

Petition for Exemption From the Federal Motor Vehicle Theft
Prevention Standard; Ford Motor Company

AGENCY: National Highway Traffic Safety Administration (NHTSA),
Department of Transportation (DOT).

ACTION: Grant of petition for exemption.

-----------------------------------------------------------------------

SUMMARY: This document grants in full the Ford Motor Company (Ford)
petition for exemption from the Federal Motor Vehicle Theft Prevention
Standard (theft prevention standard) for its confidential vehicle line
beginning in model year (MY) 2022. The petition is granted because the
agency has determined that the antitheft device to be placed on the
line as standard equipment is likely to be as effective in reducing and
deterring motor vehicle theft as compliance with the parts-marking
requirements of the theft prevention standard. Ford also requested
confidential treatment for specific information in its petition.
Therefore, no confidential information provided for purposes of this
notice has been disclosed.

DATES: The exemption granted by this notice is effective beginning with
the 2022 model year.

FOR FURTHER INFORMATION CONTACT: Carlita Ballard, Office of
International Policy, Fuel Economy, and Consumer Programs, NHTSA, West
Building, W43-439, NRM-310, 1200 New Jersey Avenue SE, Washington, DC
20590. Ms. Ballard's phone number is<PHONE_NUMBER>. Her fax number is
(202) 493-2990.

SUPPLEMENTARY INFORMATION: Under 49 U.S.C. chapter 331, the Secretary
of Transportation (and the National Highway Traffic Safety
Administration (NHTSA) by delegation) is required to promulgate a theft
prevention standard to provide for the identification of certain motor
vehicles and their major replacement parts to impede motor vehicle
theft. NHTSA promulgated regulations at 49 CFR part 541 (theft
prevention standard) to require parts-marking for specified passenger
motor vehicles and light trucks. Pursuant to 49 U.S.C. 33106,
manufacturers that are subject to the parts-marking requirements may
petition the Secretary of Transportation for an exemption for a line of
passenger motor vehicles equipped with an antitheft device as standard
equipment that the Secretary decides is likely to be as effective in
reducing and deterring motor vehicle theft as compliance with the
parts-marking requirements. In accordance with this statute, NHTSA
promulgated 49 CFR part 543, which establishes the process through
which manufacturers may seek an exemption from the theft prevention
standard.
    49 CFR 543.5 provides general submission requirements for petitions
and states that each manufacturer may petition NHTSA for an exemption
of one vehicle line per model year. Among other requirements,
manufacturers must identify whether the exemption is sought under
section 543.6 or section 543.7. Under section 543.6, a manufacturer may
request an exemption by providing specific information about the
antitheft device, its capabilities, and the reasons the petitioner
believes the device to be as effective at reducing and deterring theft
as compliance with the parts-marking requirements. Section 543.7
permits a manufacturer to request an exemption under a more streamlined
process if the vehicle line is equipped with an antitheft device (an
``immobilizer'') as standard equipment that complies with one of the
standards specified in that section.
    Section 543.8 establishes requirements for processing petitions for
exemption from the theft prevention standard. As stated in section
543.8(a), NHTSA processes any complete exemption petition. If NHTSA
receives an incomplete petition, NHTSA will notify the petitioner of
the deficiencies. Once NHTSA receives a complete petition the agency
will process it and, in accordance with section 543.8(b), will grant
the petition if it determines that, based upon substantial evidence,
the standard equipment antitheft device is likely to be as effective in
reducing and deterring motor vehicle theft as compliance with the
parts-marking requirements of part 541.
    Section 543.8(c) requires NHTSA to issue its decision either to
grant or to deny an exemption petition not later than 120 days after
the date on which a complete petition is filed. If NHTSA does not make
a decision within the 120-day period, the petition shall be deemed to
be approved and the manufacturer shall be exempt from the standard for
the line covered by the petition for the subsequent model year.\1\
Exemptions granted under part 543 apply only to the vehicle line or
lines that are subject to the grant and that are equipped with the
antitheft device on which the line's exemption was based, and are
effective for the model year beginning after the model year in which
NHTSA issues the notice of exemption, unless the notice of exemption
specifies a later year.
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    \1\ 49 U.S.C. 33106(d).
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    Sections 543.8(f) and (g) apply to the manner in which NHTSA's
decisions on petitions are to be made known. Under section 543.8(f), if
the petition is sought under section 543.6, NHTSA publishes a notice of
its decision to grant or deny the exemption petition in the Federal
Register and notifies the petitioner in writing. Under section
543.8(g), if the petition is sought under section 543.7, NHTSA notifies
the petitioner in writing of the agency's decision to grant or deny the
exemption petition.
    This grant of petition for exemption considers Ford Motor
Corporation's (Ford) petition for its confidential vehicle line
beginning in MY 2022.

I. Specific Petition Content Requirements Under 49 CFR 543.6

    Pursuant to 49 CFR part 543, Exemption from Vehicle Theft
Prevention, Ford petitioned for an exemption for its specified vehicle
line from the parts-marking requirements of the theft prevention
standard, beginning in MY 2022. Ford petitioned under 49 CFR 543.6,
Petition: Specific content requirements, which, as described above,
requires manufacturers to provide specific information about the
antitheft device installed as standard equipment on all vehicles in the
line for which an exemption is sought, the antitheft device's
capabilities, and the reasons the petitioner believes the device to be
as effective at reducing and deterring theft as compliance with the
parts-marking requirements.
    More specifically, section 543.6(a)(1) requires petitions to
include a statement that an antitheft device will be installed as
standard equipment on all vehicles in the line for which the exemption
is sought. Under section 543.6(a)(2), each petition must list each
component in the antitheft system, and include a diagram showing the
location of each of those components within the vehicle. As required by
section 543.6(a)(3), each petition must include an explanation of the
means and process by which the

device is activated and functions, including any aspect of the device
designed to: (1) Facilitate or encourage its activation by motorists;
(2) attract attention to the efforts of an unauthorized person to enter
or move a vehicle by means other than a key; (3) prevent defeating or
circumventing the device by an unauthorized person attempting to enter
a vehicle by means other than a key; (4) prevent the operation of a
vehicle which an unauthorized person has entered using means other than
a key; and (5) ensure the reliability and durability of the device.\2\
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    \2\ 49 CFR 543.6(a)(3).
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    In addition to providing information about the antitheft device and
its functionality, petitioners must also submit the reasons for their
belief that the antitheft device will be effective in reducing and
deterring motor vehicle theft, including any theft data and other data
that are available to the petitioner and form a basis for that
belief,\3\ and the reasons for their belief that the agency should
determine that the antitheft device is likely to be as effective as
compliance with the parts-marking requirements of part 541 in reducing
and deterring motor vehicle theft. In support of this belief, the
petitioners should include any statistical data that are available to
the petitioner and form the basis for the petitioner's belief that a
line of passenger motor vehicles equipped with the antitheft device is
likely to have a theft rate equal to or less than that of passenger
motor vehicles of the same, or a similar, line which have parts marked
in compliance with part 541.\4\
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    \3\ 49 CFR 543.6(a)(4).
    \4\ 49 CFR 543.6(a)(5).
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    The following sections describe Ford's petition information
provided pursuant to 49 CFR part 543, Exemption from Vehicle Theft
Prevention. To the extent that specific information in Ford's petition
is subject to a properly filed confidentiality request, that
information was not disclosed as part of this notice.\5\
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    \5\ 49 CFR 512.20(a).
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II. Ford's Petition for Exemption

    In a petition dated November 26, 2020 and updated on April 30,
2021,\6\ Ford requested an exemption from the parts-marking
requirements of the theft prevention standard for its confidential
vehicle line beginning with MY 2022.
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    \6\ As discussed above, per 49 CFR 543.8(a), NHTSA processes the
petition once the manufacturer submits all the information required
by 49 CFR part 543.
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    In its petition, Ford provided a detailed description and diagram
of the identity, design, and location of the components of the
antitheft device for the confidential vehicle line. Ford stated that
its MY 2022 confidential vehicle line will be installed with a passive,
transponder based, electronic engine immobilizer antitheft device as
standard equipment. Specifically, Ford stated that its vehicle line
will be installed with the SecuriLock Passive Antitheft Engine
Immobilizer System (PATS). Key components of its SecuriLock antitheft
device will include a key, powertrain control module (PCM) or hybrid
powertrain control module (HPCM), body control module (BCM), radio
transceiver module and an anti-lock braking system module (ABS). Ford
also stated that its vehicle line will be equipped with a hood release,
counterfeit resistant VIN label, secondary VINs inscribed on the body
and a cabin accessible with a valid keycode as standard antitheft
features.
    Ford also stated that it will offer its intelligent access with
push button start (IAwPB) system as optional equipment. For purposes of
the theft prevention standard, NHTSA generally only considers the
antitheft device equipped on the vehicle as standard equipment. However
in this case, while the SecuriLock PATS and IAwPB systems are mutually
exclusive antitheft systems, NHTSA has previously approved the IAwPB
antitheft system as standard equipment for the Ford Bronco Sport
vehicle line. The IAwPB system is described in the grant of petition
for exemption published in the Federal Register on August 12, 2020.\7\
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    \7\ 85 FR 48759 (Aug. 12, 2020).
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    Pursuant to section 543.6(a)(3), Ford explained that its SecuriLock
system is activated when the ignition key is turned to the start
position allowing the transceiver module to read the ignition key code
and transmit an encrypted message from the key code to the instrument
cluster, this encrypted message will then determine that the key is
valid and will authorize the engine to start by sending a separate
encrypted message to the PCM or the HPCM. Ford also stated that the
powertrain will only function if the key code matches the unique
identification key code that was previously programmed into the PCM/
HPCM. If the codes do not match, the engine starter, ignition spark and
the fuel will be disabled, once active, no other action from the
operator is required. Ford further stated that the integration of the
transponder into the normal operation of the ignition key assures
activation of the system. Deactivation of the immobilizer system occurs
automatically each time an engine start occurs.
    As required in section 543.6(a)(3)(v), Ford provided information on
the reliability and durability of its proposed device. To ensure
reliability and durability of the device, Ford conducted tests based on
its own specified standards. Ford provided a detailed list of the tests
conducted. Additionally, Ford stated that its device is extremely
reliable and durable because several features make it difficult to
defeat with communications between the SecuriLock transponder and the
PCM/HPCM that are encrypted because there are 18 quintillion (1.8 x
10\19\) different possible codes making a successful key duplication by
chance virtually impossible. Also, the SecuriLock system and the PCM/
HPCM share security data immediately when first installed during
vehicle assembly, forming matched modules. Ford further stated that
mechanically overriding the system is not possible; for example, slam-
pulling the ignition lock cylinder will not allow unauthorized start of
the vehicle without the correct code being transmitted to the
electronic control module. Ford stated that the system is extremely
reliable and durable because there are no moving parts. Ford further
stated that its sophisticated design and operation of the SecuriLock's
electronic engine immobilizer system makes conventional theft methods
ineffective (e.g., hot-wiring or attacking the ignition lock cylinder)
and drive away thefts are virtually eliminated with this system.
    Ford referenced National Insurance Crime Bureau (NICB) data for the
Ford EcoSport (a vehicle size and segment comparable to the line
covered by this petition), which showed 2 thefts per thousand vehicles
since the EcoSport's production start. The Ford EcoSport was granted an
exemption for its MY 2018 vehicles (See 82 FR 22060, May 11, 2017).
Ford also stated that its SecuriLock system installed on its
confidential vehicle line is similar in design and implementation to
the system offered on the MY 2021 Ford Bronco Sport vehicle line, which
is detailed in the August 2020 notice discussed above. Ford further
stated that its sophisticated design and operation of its SecuriLock
immobilizer system renders ineffective conventional theft methods, such
as hot-wiring the ignition cylinder and drive away thefts are virtually
eliminated with this antitheft system. Ford concluded that they
believed the vehicle line covered by the petition will have a very low
theft rate based on the theft rate of the Ford EcoSport, a vehicle of a
similar size with similar equipment.

III. Decision To Grant the Petition

    Pursuant to 49 U.S.C. 33106 and 49 CFR 543.8(b), the agency grants
a petition for exemption from the parts-marking requirements of part
541, either in whole or in part, if it determines that, based upon
substantial evidence, the standard equipment antitheft device is likely
to be as effective in reducing and deterring motor vehicle theft as
compliance with the parts-marking requirements of part 541. The agency
finds that Ford has provided adequate reasons for its belief that the
antitheft device for its vehicle line is likely to be as effective in
reducing and deterring motor vehicle theft as compliance with the
parts-marking requirements of the theft prevention standard. This
conclusion is based on the information Ford provided about its
antitheft device. NHTSA believes, based on Ford's supporting evidence,
that the antitheft device described for its vehicle line is likely to
be as effective in reducing and deterring motor vehicle theft as
compliance with the parts-marking requirements of the theft prevention
standard.
    The agency concludes that Ford's antitheft device will provide four
types of performance features listed in section 543.6(a)(3): Promoting
activation; preventing defeat or circumvention of the device by
unauthorized persons; preventing operation of the vehicle by
unauthorized entrants; and ensuring the reliability and durability of
the device.
    The agency notes that 49 CFR part 541, Appendix A-1, identifies
those lines that are exempted from the theft prevention standard for a
given model year. 49 CFR 543.8(f) contains publication requirements
incident to the disposition of all part 543 petitions. Advanced
listing, including the release of future product nameplates, the
beginning model year for which the petition is granted and a general
description of the antitheft device is necessary in order to notify law
enforcement agencies of new vehicle lines exempted from the parts-
marking requirements of the theft prevention standard.
    If Ford decides not to use the exemption for its requested vehicle
line, the manufacturer must formally notify the agency. If such a
decision is made, the line must be fully marked as required by 49 CFR
541.5 and 541.6 (marking of major component parts and replacement
parts).
    NHTSA notes that if Ford wishes in the future to modify the device
on which this exemption is based, the company may have to submit a
petition to modify the exemption. Section 543.8(d) states that a part
543 exemption applies only to vehicles that belong to a line exempted
under this part and equipped with the antitheft device on which the
line's exemption is based. Further, section 543.10(c)(2) provides for
the submission of petitions ``to modify an exemption to permit the use
of an antitheft device similar to but differing from the one specified
in the exemption.''
    The agency wishes to minimize the administrative burden that
section 543.10(c)(2) could place on exempted vehicle manufacturers and
itself. The agency did not intend in drafting part 543 to require the
submission of a modification petition for every change to the
components or design of an antitheft device. The significance of many
such changes could be de minimis. Therefore, NHTSA suggests that if
Ford contemplates making any changes, the effects of which might be
characterized as de minimis, it should consult the agency before
preparing and submitting a petition to modify.
    For the foregoing reasons, the agency hereby grants in full Ford's
petition for exemption for the confidential vehicle line from the
parts-marking requirements of 49 CFR part 541, beginning with its MY
2022 vehicles.
    Issued under authority delegated in 49 CFR 1.95 and 501.8.

Raymond R. Posten,
Associate Administrator for Rulemaking.
[FR Doc. 2021-18421 Filed 8-25-21; 8:45 am]
BILLING CODE 4910-59-P