Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Proposed Rule Change To Amend FINRA Rule 5190 (Notification Requirements for Offering Participants), 49542-49543 [2010-19966]
Download as PDF
<![CDATA[
49542
Federal Register / Vol. 75, No. 156 / Friday, August 13, 2010 / Notices
emcdonald on DSK2BSOYB1PROD with NOTICES
those securities, for a total of 312
offering documents. The staff therefore
estimates that 104 respondents would
make 312 responses by adding the new
disclosure statement to approximately
312 written offering documents. The
staff therefore estimates that the annual
burden associated with the rule 7d–2
disclosure requirement would be 52
hours (312 offering documents × 10
minutes per document). The total
annual cost of these burden hours is
estimated to be $16,432 (52 hours ×
$316 per hour of attorney time).6
These burden hour estimates are
based upon the Commission staff’s
experience and discussions with the
fund industry. The estimates of average
burden hours are made solely for the
purposes of the Paperwork Reduction
Act. These estimates are not derived
from a comprehensive or even a
representative survey or study of the
costs of Commission rules.
Compliance with the collection of
information requirements of the rule is
mandatory and is necessary to comply
with the requirements of the rule in
general. 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
control number.
Written comments are invited on:
(a) Whether the collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information has practical utility; (b) the
accuracy of the Commission’s estimate
of the burdens of the collection of
information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burdens of the collection
of information on respondents,
including through the use of automated
collection techniques or other forms of
information technology. Consideration
will be given to comments and
suggestions submitted in writing within
60 days of this publication.
Please direct your written comments
to Charles Boucher, Director/CIO,
Securities and Exchange Commission,
c/o Shirley Martinson, 6432 General
Green Way, Alexandria, VA, 22312; or
send an e-mail to:
PRA_Mailbox@sec.gov.
6 The Commission’s estimate concerning the wage
rate for attorney time is based on salary information
for the securities industry compiled by the
Securities Industry and Financial Markets
Association (‘‘SIFMA’’). The $316 per hour figure for
an attorney is from SIFMA’s Management &
Professional Earnings in the Securities Industry
2009, modified by Commission staff to account for
an 1800-hour work-year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits,
and overhead.
VerDate Mar<15>2010
16:35 Aug 12, 2010
Jkt 220001
Dated: August 9, 2010.
Florence E. Harmon,
Deputy Secretary.
and C below, of the most significant
aspects of such statements.
[FR Doc. 2010–19973 Filed 8–12–10; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–62664; File No. SR–FINRA–
2010–037]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of
Proposed Rule Change To Amend
FINRA Rule 5190 (Notification
Requirements for Offering
Participants)
August 9, 2010.
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 July 27,
2010, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I and
II below, which Items have substantially
been prepared by FINRA. 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
FINRA is proposing to amend FINRA
Rule 5190 (Notification Requirements
for Offering Participants) relating to the
notice requirements applicable to
distributions of ‘‘actively traded’’
securities, as defined under SEC
Regulation M.
The text of the proposed rule change
is available on FINRA’s Web site at
https://www.finra.org, at the principal
office of FINRA and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. FINRA has prepared
summaries, set forth in sections A, B,
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00089
Fmt 4703
Sfmt 4703
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
FINRA Rule 5190 imposes certain
notice requirements on members
participating in distributions of listed
and unlisted securities and is designed
to ensure that FINRA receives pertinent
distribution-related information from its
members in a timely fashion to facilitate
its Regulation M compliance program.
Rule 5190(d) sets forth the notice
requirements applicable to distributions
of securities that are considered
‘‘actively traded’’ and thus are not
subject to a restricted period under Rule
101 of Regulation M.3 In connection
with such distributions, pursuant to
Rule 5190(d)(1), members are required
to provide written notice to FINRA of
the member’s determination that no
restricted period applies and the basis
for such determination. Members must
provide such notice at least one
business day prior to the pricing of the
distribution, unless later notification is
necessary under specific circumstances.
Rule 5190(d)(2) requires that upon
pricing a distribution of an ‘‘actively
traded’’ security, members provide
written notice to FINRA, along with
pricing-related information such as the
offering price, the last sale before the
distribution and the pricing basis.
Notice of pricing must be provided no
later than the close of business the next
business day following the pricing of
the distribution, unless later notification
is necessary under specific
circumstances.
FINRA is proposing to amend Rule
5190(d) to require that notice under
subparagraphs (1) and (2) be provided at
the same time; specifically, no later than
the close of business the next business
day following the pricing of the
distribution. While the timing of notice
under subparagraph (1) would change,
the information required would not
change. Thus, pursuant to the proposed
rule change, members will be required
to provide a single notice after pricing
of the distribution and will be required
to provide all of the same information
that they provide today.
FINRA has determined that it will be
sufficient for members to provide notice
3 The exclusion for ‘‘actively traded’’ securities
removes from Rule 101 of Regulation M securities
with an ‘‘ADTV’’ value, as defined in Rule 100 of
Regulation M, of at least $1 million where the
issuer’s common equity securities have a public
float value of at least $150 million.
E:\FR\FM\13AUN1.SGM
13AUN1
Federal Register / Vol. 75, No. 156 / Friday, August 13, 2010 / Notices
of their determination that no restricted
period applies following the pricing of
the distribution. The proposed rule
change will not impact FINRA’s
Regulation M surveillance program.4
Additionally, a significant number of
distributions of ‘‘actively traded’’
securities evolve quickly after the
market close and are priced overnight
before the next trading session. Thus,
members frequently do not have
sufficient advance knowledge of their
participation in the distribution to
provide notice to FINRA at least one
business day prior to pricing and in
such instances are unable to comply
with the express terms of Rule
5190(d)(1). FINRA then must make a
determination whether later notification
was necessary under the circumstances,
in accordance with the rule. The
proposed rule change will clarify
members’ notice obligations in the
context of such distributions.
The proposed rule change will be
effective on the date of Commission
approval.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
2. Statutory Basis
• 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–FINRA–2010–037 on the
subject line.
FINRA believes that the proposed rule
change is consistent with the provisions
of Section 15A(b)(6) of the Act,5 which
requires, among other things, that
FINRA rules must be designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, and, in
general, to protect investors and the
public interest. FINRA believes that the
proposed rule change will streamline
FINRA’s Regulation M-related notice
requirements and, combined with
FINRA’s existing Regulation M
compliance program, will protect
investors.6
B. Self-Regulatory Organization’s
Statement on Burden on Competition
FINRA does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
emcdonald on DSK2BSOYB1PROD with NOTICES
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.
4 See e-mail from Lisa Horrigan, Asssociate
General Counsel, FINRA, to Elizabeth Sandoe,
Branch Chief and Brad Gude, Special Counsel,
Division of Trading and Markets, Commission,
dated August 6, 2010 (‘‘FINRA Email’’).
5 15 U.S.C. 78o–3(b)(6).
6 See FINRA E-mail, supra note 4.
VerDate Mar<15>2010
16:35 Aug 12, 2010
Jkt 220001
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
the proposed rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
49543
a.m. and 3 p.m. Copies of such filing
also will be available for inspection and
copying at the principal office of
FINRA. All comments received will be
posted without change; the Commission
does not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–FINRA–2010–037 and
should be submitted on or before
September 3, 2010.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–19966 Filed 8–12–10; 8:45 am]
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
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–62663; File No. SR–
NASDAQ–2010–077]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Order
Approving a Proposed Rule Change
Relating to Pricing for Direct Circuit
Connections
August 9, 2010.
On June 21, 2010, The NASDAQ
Stock Market LLC (‘‘NASDAQ’’ or the
Paper Comments
‘‘Exchange’’) filed with the Securities
and Exchange Commission
• Send paper comments in triplicate
(‘‘Commission’’), pursuant to Section
to Elizabeth M. Murphy, Secretary,
19(b)(1) of the Securities Exchange Act
Securities and Exchange Commission,
of 1934 (‘‘Act’’) 1 and Rule 19b–4
100 F Street, NE., Washington, DC
thereunder,2 a proposed rule change to
20549–1090.
establish pricing for 10Gb direct circuit
All submissions should refer to File
Number SR–FINRA–2010–037. This file connections and codify pricing for 1Gb
direct circuit connections for customers
number should be included on the
subject line if e-mail is used. To help the who are not co-located in NASDAQ’s
datacenter. The proposed rule change
Commission process and review your
was published for comment in the
comments more efficiently, please use
3
only one method. The Commission will Federal Register on July 6, 2010. The
Commission received no comment
post all comments on the Commission’s
letters on the proposal. This order
Internet Web site (https://www.sec.gov/
approves the proposed rule change.
rules/sro.shtml). Copies of the
In its proposal, NASDAQ proposed to
submission, all subsequent
establish fees for direct 10Gb circuit
amendments, all written statements
connections, and codify fees for direct
with respect to the proposed rule
circuit connections capable of
change that are filed with the
supporting up to 1Gb, for customers
Commission, and all written
who are not co-located at the Exchange’s
communications relating to the
datacenter. NASDAQ represented that it
proposed rule change between the
Commission and any person, other than already makes available to co-located
customers a 10Gb circuit connection
those that may be withheld from the
and charges for each a $1000 initial
public in accordance with the
installation charge as well as an ongoing
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
7 17 CFR 200.30–3(a)(12).
printing in the Commission’s Public
1 15 U.S.C. 78s(b)(1).
Reference Room, 100 F Street, NE.,
2 17 CFR 240.19b–4.
Washington, DC 20549, on official
3 See Securities Exchange Act Release No. 62392
(July 6, 2010), 75 FR 38857 (‘‘Notice’’).
business days between the hours of 10
PO 00000
Frm 00090
Fmt 4703
Sfmt 4703
E:\FR\FM\13AUN1.SGM
13AUN1
]]>Agencies
[Federal Register Volume 75, Number 156 (Friday, August 13, 2010)]
[Notices]
[Pages 49542-49543]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-19966]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62664; File No. SR-FINRA-2010-037]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Proposed Rule Change To Amend
FINRA Rule 5190 (Notification Requirements for Offering Participants)
August 9, 2010.
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 July 27, 2010, Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission (``SEC''
or ``Commission'') the proposed rule change as described in Items I and
II below, which Items have substantially been prepared by FINRA. 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
FINRA is proposing to amend FINRA Rule 5190 (Notification
Requirements for Offering Participants) relating to the notice
requirements applicable to distributions of ``actively traded''
securities, as defined under SEC Regulation M.
The text of the proposed rule change is available on FINRA's Web
site at https://www.finra.org, at the principal office of FINRA and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, FINRA included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. FINRA has prepared summaries, set forth in sections A,
B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
FINRA Rule 5190 imposes certain notice requirements on members
participating in distributions of listed and unlisted securities and is
designed to ensure that FINRA receives pertinent distribution-related
information from its members in a timely fashion to facilitate its
Regulation M compliance program.
Rule 5190(d) sets forth the notice requirements applicable to
distributions of securities that are considered ``actively traded'' and
thus are not subject to a restricted period under Rule 101 of
Regulation M.\3\ In connection with such distributions, pursuant to
Rule 5190(d)(1), members are required to provide written notice to
FINRA of the member's determination that no restricted period applies
and the basis for such determination. Members must provide such notice
at least one business day prior to the pricing of the distribution,
unless later notification is necessary under specific circumstances.
Rule 5190(d)(2) requires that upon pricing a distribution of an
``actively traded'' security, members provide written notice to FINRA,
along with pricing-related information such as the offering price, the
last sale before the distribution and the pricing basis. Notice of
pricing must be provided no later than the close of business the next
business day following the pricing of the distribution, unless later
notification is necessary under specific circumstances.
---------------------------------------------------------------------------
\3\ The exclusion for ``actively traded'' securities removes
from Rule 101 of Regulation M securities with an ``ADTV'' value, as
defined in Rule 100 of Regulation M, of at least $1 million where
the issuer's common equity securities have a public float value of
at least $150 million.
---------------------------------------------------------------------------
FINRA is proposing to amend Rule 5190(d) to require that notice
under subparagraphs (1) and (2) be provided at the same time;
specifically, no later than the close of business the next business day
following the pricing of the distribution. While the timing of notice
under subparagraph (1) would change, the information required would not
change. Thus, pursuant to the proposed rule change, members will be
required to provide a single notice after pricing of the distribution
and will be required to provide all of the same information that they
provide today.
FINRA has determined that it will be sufficient for members to
provide notice
[[Page 49543]]
of their determination that no restricted period applies following the
pricing of the distribution. The proposed rule change will not impact
FINRA's Regulation M surveillance program.\4\
---------------------------------------------------------------------------
\4\ See e-mail from Lisa Horrigan, Asssociate General Counsel,
FINRA, to Elizabeth Sandoe, Branch Chief and Brad Gude, Special
Counsel, Division of Trading and Markets, Commission, dated August
6, 2010 (``FINRA Email'').
---------------------------------------------------------------------------
Additionally, a significant number of distributions of ``actively
traded'' securities evolve quickly after the market close and are
priced overnight before the next trading session. Thus, members
frequently do not have sufficient advance knowledge of their
participation in the distribution to provide notice to FINRA at least
one business day prior to pricing and in such instances are unable to
comply with the express terms of Rule 5190(d)(1). FINRA then must make
a determination whether later notification was necessary under the
circumstances, in accordance with the rule. The proposed rule change
will clarify members' notice obligations in the context of such
distributions.
The proposed rule change will be effective on the date of
Commission approval.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\5\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest. FINRA believes that the proposed rule change will
streamline FINRA's Regulation M-related notice requirements and,
combined with FINRA's existing Regulation M compliance program, will
protect investors.\6\
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78o-3(b)(6).
\6\ See FINRA E-mail, supra note 4.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-FINRA-2010-037 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2010-037. 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 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 a.m. and 3 p.m. Copies of such filing also will be
available for inspection and copying at the principal office of FINRA.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-FINRA-2010-037
and should be submitted on or before September 3, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
---------------------------------------------------------------------------
\7\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-19966 Filed 8-12-10; 8:45 am]
BILLING CODE 8010-01-P
