Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change, as Modified by Amendment No. 1, Thereto To Establish a New Voluntary Flash and Cancel Order, 27367-27369 [E9-13423]
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Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices
public interest. Nasdaq notes that
similar functionality has already been
found to be consistent with the Act by
the Commission.6
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq 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.
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 does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 7 and Rule 19b–
4(f)(6) thereunder.8
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 9 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6) 10
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. Nasdaq requests that the
Commission waive the 30-day operative
delay because the Exchange expects to
have technologies in place to support
the proposed rule change, as amended,
on or about June 8, 2009, and believes
that the expected benefits to Nasdaq
market participants from the proposed
rule change, as amended, should not be
delayed. The Commission believes that
waiving the 30-day operative delay 11 is
6 Securities Exchange Act Release No. 54422
(September 11, 2006), 71 FR 54537 (September 15,
2006) (SR–CBOE–2004–21); Securities Exchange
Act Release No. 59359 (February 4, 2009), 74 FR
6927 (February 11, 2009) (SR–CBOE–2008–123).
7 15 U.S.C. 78s(b)(3)(A).
8 17 CFR 240.19b–4(f)(6). 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 Commission has determined to
waive the five-day pre-filing period in this case.
9 17 CFR 240.19b–4(f)(6).
10 17 CFR 240.19b–4(f)(6).
11 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
VerDate Nov<24>2008
14:45 Jun 08, 2009
Jkt 217001
consistent with the protection of
investors and the public interest and
designates the proposal operative on
June 8, 2009.
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
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.12
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 e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2009–050 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2009–050. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (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 inspection and copying in
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
12 For purposes of calculating the 60-day period
within which the Commission may summarily
abrogate the proposed rule change under Section
19(b)(3)(C) of the Act, the Commission considers
the period to commence on June 2, 2009, the date
on which Nasdaq submitted Amendment No. 1. See
15 U.S.C. 78s(b)(3)(C).
PO 00000
Frm 00092
Fmt 4703
Sfmt 4703
27367
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
Copies of such filing also will be
available for inspection and copying at
the principal office of 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 publicly available. All
submissions should refer to File
Number SR–NASDAQ–2009–050 and
should be submitted on or before June
30, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–13424 Filed 6–8–09; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–60037; File No. SR–
NASDAQ–2009–048]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change, as Modified
by Amendment No. 1, Thereto To
Establish a New Voluntary Flash and
Cancel Order
June 3, 2009.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 20,
2009, The NASDAQ Stock Market LLC
(‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by Nasdaq. On May 29,
2009, Nasdaq filed Amendment No. 1 to
the proposed rule change. Nasdaq has
designated the proposed rule change, as
amended, as constituting a rule change
under Rule 19b–4(f)(6) under the Act,3
which renders the proposal, as
amended, effective upon filing with the
Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change,
as amended, from interested persons.
13 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
1 15
E:\FR\FM\09JNN1.SGM
09JNN1
27368
Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Nasdaq proposes a rule change to
establish a new voluntary Flash and
Cancel Order. The text of the proposed
rule change is below. Proposed new
language is italicized; proposed
deletions are in brackets.
4751. Definitions
The following definitions apply to the
Rule 4600 and 4750 Series for the
trading of securities listed on Nasdaq or
a national securities exchange other
than Nasdaq.
(a) through (e) No Change.
(f) The term ‘‘Order Type’’ shall mean
the unique processing prescribed for
designated orders that are eligible for
entry into the System, and shall include:
(1)–(10) No Change.
(11) ‘‘Flash and Cancel Orders’’ are
market or marketable limit orders which
are to be executed in whole or in part
immediately upon receipt by the System
with any unfilled balance being
displayed to Nasdaq market
participants (and market data vendors)
for potential execution for a period of
time not to exceed one-half of one
second. If any unfilled balance remains
after such display, such marketable
unfilled balance shall be cancelled back
to the entering party, and such
nonmarketable unfilled balance shall be
retained by the System for potential
execution. The System will provide an
electronic method to distinguish the
Flash Order during the flash period
from the System’s protected quote under
Regulation NMS.
(g) through (i) No Change.
*
*
*
*
*
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
Nasdaq 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. Nasdaq 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
Nasdaq is proposing to establish a
new voluntary Flash and Cancel Order
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14:45 Jun 08, 2009
Jkt 217001
type. A Flash and Cancel Order will
provide an optional pre-cancellation
display period for market and
marketable limit orders so designated.
Under the proposal, market and
marketable limit orders designated as
Flash and Cancel Orders will, after first
executing to the maximum extent
possible in Nasdaq’s book, have their
unexecuted portions displayed for
potential execution at the NBBO such
that a trade-through will not occur, to
Nasdaq market participants and market
data vendors for a period of time
determined by Nasdaq which will not
exceed one-half of one second. If any
unfilled balance remains after such
display, such marketable unfilled
balance shall be cancelled back to the
entering party, and such non-marketable
unfilled balance shall be placed on the
book for potential execution. As with
other Nasdaq order types, the attributes
of the Flash and Cancel Order may be
combined with all Nasdaq non-routable
order types. Nasdaq will provide an
electronic method to distinguish the
Flash Order during the flash period
from the System’s protected quote under
Regulation NMS.
Nasdaq notes that flash and cancel
order functionality has already been
approved by the Commission for use by
the CBOE Stock Exchange and that such
functionality can be expected to provide
Nasdaq system users with greater
control over their trading. Except for the
behavior of the Flash and Cancel Order
described here, nothing in the proposal
will modify or alter any existing rule or
process related to order priority, order
execution, trade-through protection or
locked or crossed markets.
2. Statutory Basis
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,4 in
general, and with Sections 6(b)(5) of the
Act,5 in particular, in that the proposal
is designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest. Nasdaq notes that
similar functionality has already been
4 15
5 15
PO 00000
U.S.C. 78f.
U.S.C. 78f(b)(5).
Frm 00093
Fmt 4703
Sfmt 4703
found to be consistent with the Act by
the Commission.6
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq 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.
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 does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 7 and Rule 19b–
4(f)(6) thereunder.8
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 9 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6) 10
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. Nasdaq requests that the
Commission waive the 30-day operative
delay because the Exchange expects to
have technologies in place to support
the proposed rule change, as amended,
on or about June 5, 2009, and believes
that the expected benefits to Nasdaq
market participants from the proposed
rule change, as amended, should not be
delayed. The Commission believes that
waiving the 30-day operative delay 11 is
consistent with the protection of
6 Securities Exchange Act Release No. 54422
(September 11, 2006), 71 FR 54537 (September 15,
2006) (SR–CBOE–2004–21); Securities Exchange
Act Release No. 59359 (February 4, 2009), 74 FR
6927 (February 11, 2009) (SR–CBOE–2008–123).
7 15 U.S.C. 78s(b)(3)(A).
8 17 CFR 240.19b–4(f)(6). 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. Nasdaq has satisfied this requirement.
9 17 CFR 240.19b–4(f)(6).
10 17 CFR 240.19b–4(f)(6).
11 For 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).
E:\FR\FM\09JNN1.SGM
09JNN1
Federal Register / Vol. 74, No. 109 / Tuesday, June 9, 2009 / Notices
investors and the public interest and
designates the proposal operative on
June 5, 2009.
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
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.12
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 e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2009–048 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2009–048. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (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 inspection and copying in
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on official business days
12 For purposes of calculating the 60-day period
within which the Commission may summarily
abrogate the proposed rule change under Section
19(b)(3)(C) of the Act, the Commission considers
the period to commence on May 29, 2009, the date
on which the Nasdaq submitted Amendment No. 1.
See 15 U.S.C. 78s(b)(3)(C).
VerDate Nov<24>2008
14:45 Jun 08, 2009
Jkt 217001
between the hours of 10 a.m. and 3 p.m.
Copies of such filing also will be
available for inspection and copying at
the principal office of 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 publicly available. All
submissions should refer to File
Number SR–NASDAQ–2009–048 and
should be submitted on or before June
30, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–13423 Filed 6–8–09; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–60033, File No. SR–MSRB–
2009–04]
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Order Granting Approval of
Proposed Rule Change Relating to the
Voluntary Submission of Continuing
Disclosure Documents to Its Upcoming
Continuing Disclosure Service of the
Electronic Municipal Market Access
System (EMMA®)
June 3, 2009.
On April 14, 2009, the Municipal
Securities Rulemaking Board (‘‘MSRB’’),
filed with the Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 a
proposed rule change to amend the
continuing disclosure service of the
MSRB’s Electronic Municipal Market
Access system (‘‘EMMA’’) to accept, and
to make publicly available on the
Internet, voluntary electronic
submissions by issuers, obligated
persons and their agents of continuing
disclosure documents provided other
than in connection with Exchange Act
Rule 15c2–12. The proposed rule
change was published for comment in
the Federal Register on April 29, 2009.3
The Commission received three
comment letters about the proposed rule
13 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 59814
(Apr. 23, 2009), 74 FR 19612 (Apr. 29, 2009)
(‘‘Commission’s Notice’’).
1 15
PO 00000
Frm 00094
Fmt 4703
Sfmt 4703
27369
change.4 On May 8, 2009, May 18, 2009,
and June 1, 2009, the MSRB filed
responses to the comment letters.5 This
order approves the proposed rule
change.
The Commission has previously
approved the establishment of the
continuing disclosure service of EMMA,
which will commence operation on July
1, 2009.6 The EMMA continuing
disclosure service will receive
electronic submissions of, and will
make publicly available on the Internet
through the EMMA web portal,7
continuing disclosure documents and
related information from issuers,
obligated persons and their agents
pursuant to continuing disclosure
undertakings entered into consistent
with Exchange Act Rule 15c2–12. As
approved, the EMMA continuing
disclosure service will accept
submissions of (i) continuing disclosure
documents as described in Rule 15c2–
12,8 and (ii) other disclosure documents
4 See letters from Douglas Adamson, Executive
Vice President, Technical Services Division,
American Bankers Association (‘‘ABA’’), dated
April 24, 2009; letter from Heather Traeger,
Associate Counsel, Investment Company Institute
(‘‘ICI’’), dated May 20, 2009; and letter from Vickie
A. Tillman, Executive Vice President, Standard &
Poor’s Ratings Services (‘‘S&P’’), dated May 29,
2009.
5 See letters from Ernesto A. Lanza, General
Counsel, MSRB, to Elizabeth M. Murphy, Secretary,
SEC, dated May 8, 2009 (‘‘Response Letter I’’), May
18, 2009 (‘‘Response Letter II’’), and June 1, 2009
(‘‘Response Letter III’’).
6 See Securities Exchange Act Release No. 59061
(December 5, 2008), 73 FR 75778 (December 12,
2008) (File No. SR–MSRB–2008–05) (approving the
continuing disclosure service of EMMA with an
effective date of July 1, 2009) (the ‘‘EMMA
continuing disclosure service approval’’). The
EMMA continuing disclosure service is designed to
commence operation simultaneously with the
effectiveness of certain amendments to Exchange
Act Rule 15c2–12 adopted by the Commission. See
Securities Exchange Act Release No. 59062
(December 5, 2008), 73 FR 76104 (December 15,
2008) (adopting amendments to Exchange Act Rule
15c2–12). Approval of the proposed rule change on
or prior to July 1, 2009 would allow the permanent
EMMA continuing disclosure service to accept such
voluntary disclosures upon commencement of
operations.
7 The EMMA web portal is accessible at https://
emma.msrb.org.
8 Such items consist of: (A) Annual financial
information concerning obligated persons; (B)
audited financial statements for obligated persons if
available and if not included in the annual financial
information; (C) notices of the following events, if
material: principal and interest payment
delinquencies, non-payment related defaults,
unscheduled draws on debt service reserves
reflecting financial difficulties, unscheduled draws
on credit enhancements reflecting financial
difficulties, substitution of credit or liquidity
providers or their failure to perform, adverse tax
opinions or events affecting the tax-exempt status
of the security, modifications to rights of security
holders, bond calls, defeasances, release/
substitution/sale of property securing repayment of
the securities, and rating changes; and (D) notices
of failures to provide annual financial information
E:\FR\FM\09JNN1.SGM
Continued
09JNN1
]]>Agencies
[Federal Register Volume 74, Number 109 (Tuesday, June 9, 2009)]
[Notices]
[Pages 27367-27369]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-13423]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-60037; File No. SR-NASDAQ-2009-048]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change,
as Modified by Amendment No. 1, Thereto To Establish a New Voluntary
Flash and Cancel Order
June 3, 2009.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on May 20, 2009, The NASDAQ Stock Market LLC (``Nasdaq'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by Nasdaq. On May 29, 2009,
Nasdaq filed Amendment No. 1 to the proposed rule change. Nasdaq has
designated the proposed rule change, as amended, as constituting a rule
change under Rule 19b-4(f)(6) under the Act,\3\ which renders the
proposal, as amended, effective upon filing with the Commission. The
Commission is publishing this notice to solicit comments on the
proposed rule change, as amended, from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
[[Page 27368]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Nasdaq proposes a rule change to establish a new voluntary Flash
and Cancel Order. The text of the proposed rule change is below.
Proposed new language is italicized; proposed deletions are in
brackets.
4751. Definitions
The following definitions apply to the Rule 4600 and 4750 Series
for the trading of securities listed on Nasdaq or a national securities
exchange other than Nasdaq.
(a) through (e) No Change.
(f) The term ``Order Type'' shall mean the unique processing
prescribed for designated orders that are eligible for entry into the
System, and shall include:
(1)-(10) No Change.
(11) ``Flash and Cancel Orders'' are market or marketable limit
orders which are to be executed in whole or in part immediately upon
receipt by the System with any unfilled balance being displayed to
Nasdaq market participants (and market data vendors) for potential
execution for a period of time not to exceed one-half of one second. If
any unfilled balance remains after such display, such marketable
unfilled balance shall be cancelled back to the entering party, and
such nonmarketable unfilled balance shall be retained by the System for
potential execution. The System will provide an electronic method to
distinguish the Flash Order during the flash period from the System's
protected quote under Regulation NMS.
(g) through (i) No Change.
* * * * *
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, Nasdaq 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. Nasdaq 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
Nasdaq is proposing to establish a new voluntary Flash and Cancel
Order type. A Flash and Cancel Order will provide an optional pre-
cancellation display period for market and marketable limit orders so
designated. Under the proposal, market and marketable limit orders
designated as Flash and Cancel Orders will, after first executing to
the maximum extent possible in Nasdaq's book, have their unexecuted
portions displayed for potential execution at the NBBO such that a
trade-through will not occur, to Nasdaq market participants and market
data vendors for a period of time determined by Nasdaq which will not
exceed one-half of one second. If any unfilled balance remains after
such display, such marketable unfilled balance shall be cancelled back
to the entering party, and such non-marketable unfilled balance shall
be placed on the book for potential execution. As with other Nasdaq
order types, the attributes of the Flash and Cancel Order may be
combined with all Nasdaq non-routable order types. Nasdaq will provide
an electronic method to distinguish the Flash Order during the flash
period from the System's protected quote under Regulation NMS.
Nasdaq notes that flash and cancel order functionality has already
been approved by the Commission for use by the CBOE Stock Exchange and
that such functionality can be expected to provide Nasdaq system users
with greater control over their trading. Except for the behavior of the
Flash and Cancel Order described here, nothing in the proposal will
modify or alter any existing rule or process related to order priority,
order execution, trade-through protection or locked or crossed markets.
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\4\ in general, and with
Sections 6(b)(5) of the Act,\5\ in particular, in that the proposal is
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest. Nasdaq notes
that similar functionality has already been found to be consistent with
the Act by the Commission.\6\
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\4\ 15 U.S.C. 78f.
\5\ 15 U.S.C. 78f(b)(5).
\6\ Securities Exchange Act Release No. 54422 (September 11,
2006), 71 FR 54537 (September 15, 2006) (SR-CBOE-2004-21);
Securities Exchange Act Release No. 59359 (February 4, 2009), 74 FR
6927 (February 11, 2009) (SR-CBOE-2008-123).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq 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.
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 does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-
4(f)(6) thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6). 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.
Nasdaq has satisfied this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \9\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6) \10\ permits the Commission to
designate a shorter time if such action is consistent with the
protection of investors and the public interest. Nasdaq requests that
the Commission waive the 30-day operative delay because the Exchange
expects to have technologies in place to support the proposed rule
change, as amended, on or about June 5, 2009, and believes that the
expected benefits to Nasdaq market participants from the proposed rule
change, as amended, should not be delayed. The Commission believes that
waiving the 30-day operative delay \11\ is consistent with the
protection of
[[Page 27369]]
investors and the public interest and designates the proposal operative
on June 5, 2009.
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\9\ 17 CFR 240.19b-4(f)(6).
\10\ 17 CFR 240.19b-4(f)(6).
\11\ For 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 the proposed rule
change, the Commission may summarily abrogate 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.\12\
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\12\ For purposes of calculating the 60-day period within which
the Commission may summarily abrogate the proposed rule change under
Section 19(b)(3)(C) of the Act, the Commission considers the period
to commence on May 29, 2009, the date on which the Nasdaq submitted
Amendment No. 1. See 15 U.S.C. 78s(b)(3)(C).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2009-048 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2009-048. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (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 inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of 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 publicly available. All
submissions should refer to File Number SR-NASDAQ-2009-048 and should
be submitted on or before June 30, 2009.
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\13\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-13423 Filed 6-8-09; 8:45 am]
BILLING CODE 8010-01-P
