Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Certain Fees Charged to Securities Listed on Nasdaq Under the Rule 5700 Series, 39736-39738 [2016-14310]

Download as PDF 39736 Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices change’s consistency with the Act and the rules thereunder. Specifically, the Commission believes that OCC’s proposed rule change raises questions as to whether it is consistent with: (i) Section 17A(b)(3)(I) of the Act,45 which provides that clearing agency rules cannot impose a burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act; (ii) Section 17A(b)(3)(D) of the Act,46 which requires clearing agency rules to provide for the equitable allocation of reasonable dues, fees and other charges among its participants; (iii) Rule 17Ad– 22(d)(1) under the Act,47 which requires clearing agencies to establish, implement, maintain and enforce written policies and procedures reasonably designed to provide a wellfounded, transparent, and enforceable legal framework; and (iv) Rule 17Ad– 22(d)(7) under the Act,48 which requires clearing agencies to establish, implement, maintain and enforce written policies and procedures reasonably designed to evaluate the potential sources of risks that can arise when a clearing agency establishes links to clear or settle trades, and ensure that the risks are managed prudently on an ongoing basis. sradovich on DSK3TPTVN1PROD with NOTICES V. Request for Written Comments The Commission requests that interested persons provide written submissions of their views, data, and arguments with respect to issues raised by the proposed rule change. In particular, the Commission invites the written views of interested persons concerning whether the proposed rule change is consistent with Sections 17A(b)(3)(I) and 17A(b)(3)(D) of the Act and Rules 17Ad–22(d)(1) and 17Ad– 22(d)(7) under the Act, or any other provision of the Act, or the rules and regulations thereunder. Interested persons are invited to submit written data, views, and arguments on or before July 8, 2016. Any person who wishes to file a rebuttal to any other person’s submission must file that rebuttal on or before July 22, 2016. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– OCC–2016–004 on the subject line. U.S.C. 78q–1(b)(3)(I). U.S.C. 78q–1(b)(3)(D). 47 17 CFR 240.17Ad–22(d)(1). 48 17 CFR 240.17Ad–22(d)(7). 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–OCC–2016–004. 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 (https://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 filings also will be available for inspection and copying at the principal office of OCC and on OCC’s Web site at https://www.theocc.com/components/ docs/legal/rules_and_bylaws/sr_occ_16_ 004.pdf. 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–OCC–2016–004 and should be submitted on or before July 8, 2016. If comments are received, any rebuttal comments should be submitted on or before July 22, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.49 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–14315 Filed 6–16–16; 8:45 am] BILLING CODE 8011–01–P 45 15 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78047; File No. SR– NASDAQ–2016–077] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Certain Fees Charged to Securities Listed on Nasdaq Under the Rule 5700 Series June 13, 2016. 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 June 1, 2016, 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, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to eliminate certain fees charged to securities listed on Nasdaq under the Rule 5700 Series. The text of the proposed rule change is detailed below. Proposed new language is italicized and proposed deletions are in brackets. * * * * 5930. Linked Securities, SEEDS, and Other Securities (a)–(b) No change. [(c) Record-Keeping Fee A Company that makes a change such as a change to its name, the par value or title of its security, or its symbol shall pay a fee of $2,500 to Nasdaq and submit the appropriate form as designated by Nasdaq. (d) Substitution Listing Fee A Company that implements a Substitution Listing Event, including the replacement of, or any significant modification to, the index, portfolio, or Reference Asset underlying a security, shall pay a fee of $5,000 to Nasdaq for each event or change and submit the appropriate form as designated by Nasdaq.] 46 15 VerDate Sep<11>2014 16:48 Jun 16, 2016 1 15 49 17 Jkt 238001 PO 00000 CFR 200.30–3(a)(57). Frm 00113 Fmt 4703 Sfmt 4703 * 2 17 E:\FR\FM\17JNN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 17JNN1 Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices 5940. Exchange Traded Products The fees in this Rule 5940 shall apply to securities listed under the Rule 5700 Series where no other fee schedule is specifically applicable. These securities include, but are not limited to, Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares, and NextShares. (a)–(b) No change. [(c) Record-Keeping Fee A Company that makes a change such as a change to its name, the par value or title of its security, or its symbol shall pay a fee of $2,500 to Nasdaq and submit the appropriate form as designated by Nasdaq. (d) Substitution Listing Fee A Company that implements a Substitution Listing Event, including the replacement of, or any significant modification to, the index, portfolio, or Reference Asset underlying a security, shall pay a fee of $5,000 to Nasdaq for each event or change and submit the appropriate form as designated by Nasdaq.] 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 sradovich on DSK3TPTVN1PROD with NOTICES 1. Purpose The purpose of the proposed rule change is to eliminate the fees for record-keeping changes and substitution listing events charged to Linked Securities, SEEDS, Other Securities, and Exchange Traded Products listed on Nasdaq. These fees were adopted in November 2015,3 and, upon further reflection, Nasdaq has determined to remove them. The proposed rule change would not affect the notice companies 3 Securities Exchange Act Release No. 76550 (December 3, 2015), 80 FR 76605 (December 9, 2015) (SR–NASDAQ–2015–146). VerDate Sep<11>2014 16:48 Jun 16, 2016 Jkt 238001 must give Nasdaq about record-keeping changes or substitution listing events.4 2. Statutory Basis Nasdaq believes that this proposal is consistent with Section 6(b) of the Act,5 in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,6 in particular, in that it provides for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facility or system which the Exchange operates or controls. This proposal is, in addition, not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Commission and the courts have repeatedly expressed their preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, while adopting a series of steps to improve the current market model, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system ‘‘has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.’’ 7 Similarly, the Justice Department has noted the intense competitive environment for exchange listings.8 Nasdaq believes that the proposed change to eliminate the recently adopted fees for record-keeping changes and substitution listing events charged to securities listed under the Rule 5700 Series is reasonable because it is a competitive response to the fees of other 4 Rule 5250(e)(3) defines a ‘‘Record Keeping Change’’ as any change to a company’s name, the par value or title of its security, its symbol, or a similar change and requires a listed company to provide notification to Nasdaq no later than 10 days after the change. Rule 5005(a)(40) defines a ‘‘Substitution Listing Event’’ as certain changes in the equity or legal structure of a company, including the replacement of, or any significant modification to, the index, portfolio or Reference Asset underlying a security listed under the Rule 5700 Series (including, but not limited to, a significant modification to the index methodology, a change in the index provider, or a change in control of the index provider). Rule 5250(e)(4) requires a listed company to provide notification to Nasdaq about a Substitution Listing Event no later than 15 calendar days prior to the implementation of the event. 5 15 U.S.C. 78f(b). 6 15 U.S.C. 78f(b)(4) and (5). 7 Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 8 See ‘‘NASDAQ OMX Group Inc. and IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of NYSE Euronext After Justice Department Threatens Lawsuit’’ (May 16, 2011), available at https://www.justice.gov/atr/ public/press_releases/2011/271214.htm. PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 39737 exchanges and issuers’ reaction to Nasdaq’s fee change.9 Nasdaq also believes that the proposed change is an equitable allocation and is not unfairly discriminatory because the Exchange will apply the same fee to all similarly situated issuers. While issuers of securities listed under the Rule 5700 Series will not be subject to fees for record-keeping changes and substitution listing events, and other companies will be subject to such fees, this difference is not unfairly discriminatory. The proposed change merely reinstates a longstanding difference by removing fees that were only recently adopted. This longstanding difference is not unfairly discriminatory because the fees for securities listed under the Rule 5700 Series are generally lower than the listing fees for other types of issuers, reflecting the passive nature of these issuers and the extreme focus on their expenses as a means for various products to compete.10 Further, other companies that could pay fees for record-keeping changes and substitution listing events had the option to avoid the fee by electing to be on Nasdaq’s all-inclusive annual fee, which eliminates the fees for these events. Securities listed under the Rule 5700 Series do not, at this time, have the option to elect an all-inclusive fee alternative. Nasdaq believes that the lower existing fees, lack of an allinclusive fee alternative, and competitive considerations are reasonable, fair, and equitable reasons to charge issuers of securities listed under the Rule 5700 Series different fees than other Nasdaq-listed companies, including not charging them for recordkeeping changes and substitution listing events. The proposed change will not impact the resources available to Nasdaq’s regulatory program. In that regard, Nasdaq notes that these fees were traditionally not charged to securities listed under the Rule 5700 Series and that there will be no significant decline 9 BATS does not charge a fee for equivalent events. See Chapter XIV of the Rules of the BATS Exchange and Rule 14.13 of the BATS Exchange Listing Rules. NYSE Arca charges $2,500 for equivalent events, but has recently modified other listing fees in connection with the listing of Exchange Traded Products. See NYSE Arca Equities: Listing Fees; Securities Exchange Act Release No. 77883 (May 23, 2016), 81 FR 33720 (May 27, 2016) (SR–NYSEArca–2016–69). 10 For example, entry fees for securities listed on the Nasdaq Global Market under the Rule 5700 Series range from $5,000 to $45,000 pursuant to Rules 5930 and 5940, whereas entry fees for other companies listed on the Nasdaq Global Market range from $125,000 to $225,000 pursuant to Rule 5910(a). E:\FR\FM\17JNN1.SGM 17JNN1 39738 Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices in expected revenue by eliminating the fees. B. Self-Regulatory Organization’s Statement on Burden on Competition The proposed rule change will not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The market for listing services is extremely competitive and listed companies may easily list on competing venues if they deem fee levels at a particular exchange to be excessive. In such an environment, the Exchange must continually adjust its fees to remain competitive with other exchanges. This rule proposal does not burden competition with other listing venues, which are similarly free to set their fees, but rather reflects the competition between listing venues and will further enhance such competition. For these reasons, Nasdaq does not believe that the proposed rule change will result in any burden on competition for listings. 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. sradovich on DSK3TPTVN1PROD with NOTICES III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.11 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. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: • Send an email to rule-comments@ sec.gov. Please include File Number SR– NASDAQ–2016–077 on the subject line. [File No. 500–1] 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–2016–077.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 (https://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 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; 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– NASDAQ–2016–077 and should be submitted on or before July 8, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–14310 Filed 6–16–16; 8:45 am] BILLING CODE 8011–01–P U.S.C. 78s(b)(3)(A)(ii). VerDate Sep<11>2014 16:48 Jun 16, 2016 June 15, 2016 It appears to the Securities and Exchange Commission (‘‘Commission’’) that there is a lack of current and accurate information concerning the securities of MIT Holding, Inc. (‘‘MITD 1’’) (CIK No. 1367416), a delinquent Delaware corporation located in Los Angeles, California with a class of securities registered with the Commission pursuant to Securities Exchange Act of 1934 (‘‘Exchange Act’’) Section 12(g) because it is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10–Q for the period ended September 30, 2015. Moreover, MITD’s Form 10–K for the period ended December 31, 2014 failed to comply with Exchange Act and regulations thereunder because it did not include audited financial statements. Also, the financial statements accompanying MITD’s Forms 10–Q for the periods ending March 31, June 30, and September 30, 2015 were not reviewed by an auditor as required by Commission rules. On January 19, 2016, the Commission’s Division of Corporation Finance (‘‘Corporation Finance’’) sent a delinquency letter to MITD requesting compliance with its periodic filing requirements which was delivered. As of June 8, 2016, the common stock of MITD was quoted on OTC Link operated by OTC Markets Group Inc. (formerly ‘‘Pink Sheets’’), had eight market makers, and was eligible for the ‘‘piggyback’’ exception of Exchange Act Rule 15c2–11(f)(3). The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. Therefore, it is ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the abovelisted company is suspended for the period from 9:30 a.m. EDT on June 15, 2016, through 11:59 p.m. EDT on June 28, 2016. [FR Doc. 2016–14477 Filed 6–15–16; 4:15 pm] BILLING CODE 8011–01–P 12 17 Jkt 238001 In the Matter of MIT Holding, Inc.; Order of Suspension of Trading By the Commission. Jill M. Peterson, Assistant Secretary. Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or 11 15 SECURITIES AND EXCHANGE COMMISSION PO 00000 CFR 200.30–3(a)(12). Frm 00115 Fmt 4703 Sfmt 9990 1 The short form of the issuer’s name is also its stock symbol. E:\FR\FM\17JNN1.SGM 17JNN1

Agencies

[Federal Register Volume 81, Number 117 (Friday, June 17, 2016)]
[Notices]
[Pages 39736-39738]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-14310]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78047; File No. SR-NASDAQ-2016-077]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Eliminate Certain Fees Charged to Securities Listed on Nasdaq Under the 
Rule 5700 Series

June 13, 2016.
    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 June 1, 2016, 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, II, and III, below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to eliminate certain fees charged to 
securities listed on Nasdaq under the Rule 5700 Series.
    The text of the proposed rule change is detailed below. Proposed 
new language is italicized and proposed deletions are in brackets.

* * * * *
5930. Linked Securities, SEEDS, and Other Securities
    (a)-(b) No change.
[(c) Record-Keeping Fee
    A Company that makes a change such as a change to its name, the par 
value or title of its security, or its symbol shall pay a fee of $2,500 
to Nasdaq and submit the appropriate form as designated by Nasdaq.
(d) Substitution Listing Fee
    A Company that implements a Substitution Listing Event, including 
the replacement of, or any significant modification to, the index, 
portfolio, or Reference Asset underlying a security, shall pay a fee of 
$5,000 to Nasdaq for each event or change and submit the appropriate 
form as designated by Nasdaq.]

[[Page 39737]]

5940. Exchange Traded Products
    The fees in this Rule 5940 shall apply to securities listed under 
the Rule 5700 Series where no other fee schedule is specifically 
applicable. These securities include, but are not limited to, Portfolio 
Depository Receipts, Index Fund Shares, Managed Fund Shares, and 
NextShares.
    (a)-(b) No change.
[(c) Record-Keeping Fee
    A Company that makes a change such as a change to its name, the par 
value or title of its security, or its symbol shall pay a fee of $2,500 
to Nasdaq and submit the appropriate form as designated by Nasdaq.
(d) Substitution Listing Fee
    A Company that implements a Substitution Listing Event, including 
the replacement of, or any significant modification to, the index, 
portfolio, or Reference Asset underlying a security, shall pay a fee of 
$5,000 to Nasdaq for each event or change and submit the appropriate 
form as designated by Nasdaq.]

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

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

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

1. Purpose
    The purpose of the proposed rule change is to eliminate the fees 
for record-keeping changes and substitution listing events charged to 
Linked Securities, SEEDS, Other Securities, and Exchange Traded 
Products listed on Nasdaq. These fees were adopted in November 2015,\3\ 
and, upon further reflection, Nasdaq has determined to remove them. The 
proposed rule change would not affect the notice companies must give 
Nasdaq about record-keeping changes or substitution listing events.\4\
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 76550 (December 3, 
2015), 80 FR 76605 (December 9, 2015) (SR-NASDAQ-2015-146).
    \4\ Rule 5250(e)(3) defines a ``Record Keeping Change'' as any 
change to a company's name, the par value or title of its security, 
its symbol, or a similar change and requires a listed company to 
provide notification to Nasdaq no later than 10 days after the 
change. Rule 5005(a)(40) defines a ``Substitution Listing Event'' as 
certain changes in the equity or legal structure of a company, 
including the replacement of, or any significant modification to, 
the index, portfolio or Reference Asset underlying a security listed 
under the Rule 5700 Series (including, but not limited to, a 
significant modification to the index methodology, a change in the 
index provider, or a change in control of the index provider). Rule 
5250(e)(4) requires a listed company to provide notification to 
Nasdaq about a Substitution Listing Event no later than 15 calendar 
days prior to the implementation of the event.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that this proposal is consistent with Section 6(b) 
of the Act,\5\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among members and issuers and other persons using any facility 
or system which the Exchange operates or controls. This proposal is, in 
addition, not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \7\ Similarly, the 
Justice Department has noted the intense competitive environment for 
exchange listings.\8\
---------------------------------------------------------------------------

    \7\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70 
FR 37496, 37499 (June 29, 2005).
    \8\ See ``NASDAQ OMX Group Inc. and IntercontinentalExchange 
Inc. Abandon Their Proposed Acquisition Of NYSE Euronext After 
Justice Department Threatens Lawsuit'' (May 16, 2011), available at 
https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
---------------------------------------------------------------------------

    Nasdaq believes that the proposed change to eliminate the recently 
adopted fees for record-keeping changes and substitution listing events 
charged to securities listed under the Rule 5700 Series is reasonable 
because it is a competitive response to the fees of other exchanges and 
issuers' reaction to Nasdaq's fee change.\9\
---------------------------------------------------------------------------

    \9\ BATS does not charge a fee for equivalent events. See 
Chapter XIV of the Rules of the BATS Exchange and Rule 14.13 of the 
BATS Exchange Listing Rules. NYSE Arca charges $2,500 for equivalent 
events, but has recently modified other listing fees in connection 
with the listing of Exchange Traded Products. See NYSE Arca 
Equities: Listing Fees; Securities Exchange Act Release No. 77883 
(May 23, 2016), 81 FR 33720 (May 27, 2016) (SR-NYSEArca-2016-69).
---------------------------------------------------------------------------

    Nasdaq also believes that the proposed change is an equitable 
allocation and is not unfairly discriminatory because the Exchange will 
apply the same fee to all similarly situated issuers. While issuers of 
securities listed under the Rule 5700 Series will not be subject to 
fees for record-keeping changes and substitution listing events, and 
other companies will be subject to such fees, this difference is not 
unfairly discriminatory.
    The proposed change merely reinstates a longstanding difference by 
removing fees that were only recently adopted. This longstanding 
difference is not unfairly discriminatory because the fees for 
securities listed under the Rule 5700 Series are generally lower than 
the listing fees for other types of issuers, reflecting the passive 
nature of these issuers and the extreme focus on their expenses as a 
means for various products to compete.\10\
---------------------------------------------------------------------------

    \10\ For example, entry fees for securities listed on the Nasdaq 
Global Market under the Rule 5700 Series range from $5,000 to 
$45,000 pursuant to Rules 5930 and 5940, whereas entry fees for 
other companies listed on the Nasdaq Global Market range from 
$125,000 to $225,000 pursuant to Rule 5910(a).
---------------------------------------------------------------------------

    Further, other companies that could pay fees for record-keeping 
changes and substitution listing events had the option to avoid the fee 
by electing to be on Nasdaq's all-inclusive annual fee, which 
eliminates the fees for these events. Securities listed under the Rule 
5700 Series do not, at this time, have the option to elect an all-
inclusive fee alternative. Nasdaq believes that the lower existing 
fees, lack of an all-inclusive fee alternative, and competitive 
considerations are reasonable, fair, and equitable reasons to charge 
issuers of securities listed under the Rule 5700 Series different fees 
than other Nasdaq-listed companies, including not charging them for 
record-keeping changes and substitution listing events.
    The proposed change will not impact the resources available to 
Nasdaq's regulatory program. In that regard, Nasdaq notes that these 
fees were traditionally not charged to securities listed under the Rule 
5700 Series and that there will be no significant decline

[[Page 39738]]

in expected revenue by eliminating the fees.

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

    The proposed rule change will not impose any burden on competition 
not necessary or appropriate in furtherance of the purposes of the Act.
    The market for listing services is extremely competitive and listed 
companies may easily list on competing venues if they deem fee levels 
at a particular exchange to be excessive. In such an environment, the 
Exchange must continually adjust its fees to remain competitive with 
other exchanges.
    This rule proposal does not burden competition with other listing 
venues, which are similarly free to set their fees, but rather reflects 
the competition between listing venues and will further enhance such 
competition. For these reasons, Nasdaq does not believe that the 
proposed rule change will result in any burden on competition for 
listings.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\11\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2016-077 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-2016-077.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 (https://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 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; 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-NASDAQ-2016-077 and should 
be submitted on or before July 8, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

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

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-14310 Filed 6-16-16; 8:45 am]
 BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.