Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Rename the OTC Bulletin Board in the FINRA Rulebook, 27123-27125 [2011-11325]

Download as PDF Federal Register / Vol. 76, No. 90 / Tuesday, May 10, 2011 / Notices closing of options positions that are worthless or not actively trading, especially in Penny Pilot issues where Cabinet Trades are not otherwise permitted. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose 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 No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 8 and Rule 19b–4(f)(6) thereunder.9 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 19(b)(3)(A) of the Act 10 and Rule 19b–4(f)(6) thereunder.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 necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 8 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). 10 15 U.S.C. 78s(b)(3)(A). 11 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. NYSE Arca has satisfied this requirement. jlentini on DSKJ8SOYB1PROD with NOTICES 9 17 VerDate Mar<15>2010 18:02 May 09, 2011 Jkt 223001 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–NYSEArca–2011–25 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. 27123 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–64397; File No. SR–FINRA– 2011–019] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Rename the OTC Bulletin Board in the FINRA Rulebook May 4, 2011. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 25, 2011, Financial Industry All submissions should refer to File Regulatory Authority, Inc. (‘‘FINRA’’) Number SR–NYSEArca–2011–25. This filed with the Securities and Exchange file number should be included on the Commission (‘‘SEC’’ or ‘‘Commission’’) subject line if e-mail is used. To help the the proposed rule change as described Commission process and review your in Items I and II below, which Items comments more efficiently, please use have been prepared by FINRA. FINRA only one method. The Commission will has designated the proposed rule change post all comments on the Commission’s as constituting a ‘‘non-controversial’’ Internet Web site (https://www.sec.gov/ rule change under paragraph (f)(6) of rules/sro.shtml). Copies of the Rule 19b–4 under the Exchange Act,3 submission, all subsequent which renders the proposal effective amendments, all written statements upon receipt of this filing by the with respect to the proposed rule Commission. The Commission is change that are filed with the publishing this notice to solicit Commission, and all written comments on the proposed rule change communications relating to the from interested persons. proposed rule change between the I. Self-Regulatory Organization’s Commission and any person, other than Statement of the Terms of Substance of those that may be withheld from the the Proposed Rule Change public in accordance with the FINRA is proposing to amend FINRA provisions of 5 U.S.C. 552, will be Rule 6500 Series and Rules 7700, 7720 available for Web site viewing and and 7740 to replace references to ‘‘OTC printing in the Commission’s Public Bulletin Board’’ and ‘‘OTCBB’’ with Reference Room, 100 F Street, NE., ‘‘Non-NMS Quotation Service’’ and Washington, DC 20549, on official ‘‘NNQS.’’ business days between the hours of 10 The text of the proposed rule change a.m. and 3 p.m. Copies of such filing is available on FINRA’s Web site at also will be available for inspection and https://www.finra.org, at the principal copying at the principal office of the office of FINRA, at the Commission’s Exchange. All comments received will Public Reference Room, and on the be posted without change; the Commission’s Web site at https:// Commission does not edit personal www.sec.gov. identifying information from II. Self-Regulatory Organization’s submissions. You should submit only Statement of the Purpose of, and information that you wish to make Statutory Basis for, the Proposed Rule available publicly. All submissions Change should refer to File Number SR– In its filing with the Commission, NYSEArca–2011–25 and should be FINRA included statements concerning submitted on or before May 31, 2011. the purpose of and basis for the For the Commission, by the Division of proposed rule change and discussed any Trading and Markets, pursuant to delegated comments it received on the proposed authority.12 rule change. The text of these statements Elizabeth M. Murphy, may be examined at the places specified Secretary. in Item IV below. FINRA has prepared summaries, set forth in sections A, B, [FR Doc. 2011–11316 Filed 5–9–11; 8:45 am] BILLING CODE 8011–01–P 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 2 17 12 17 PO 00000 CFR 200.30–3(a)(12). Frm 00123 Fmt 4703 Sfmt 4703 E:\FR\FM\10MYN1.SGM 10MYN1 27124 Federal Register / Vol. 76, No. 90 / Tuesday, May 10, 2011 / Notices 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 jlentini on DSKJ8SOYB1PROD with NOTICES 1. Purpose As initially announced by FINRA in September 2009, FINRA currently is seeking to divest itself of the OTCBB trademark, related domain name, and all informational content from the https:// www.OTCBB.com Web site that is not otherwise required to be retained by FINRA for regulatory purposes (‘‘OTCBB assets’’). FINRA reached agreement with an entity for the sale of the OTCBB assets in the third quarter of 2010.4 In connection with this effort, and to remove certain current impediments to the completion of such a transaction, FINRA is filing the proposed rule change to rename the OTC Bulletin Board (‘‘OTCBB’’) as the Non-NMS Quotation Service (‘‘NNQS’’). The OTCBB assets do not include the technology comprising the interdealer quotation system operated by FINRA, which is currently known as ‘‘OTCBB.’’ Thus, the renaming of OTCBB as NNQS, as proposed here, enables FINRA to proceed with the sale of the OTCBB assets by removing references to OTCBB from the current FINRA Rulebook, while continuing to permit FINRA to operate its interdealer quotation system under the new name without change or interruption to the availability of this service by FINRA. The FINRA Rule 6500 Series will govern the operation of the NNQS as it currently does for OTCBB, and the functionality of the NNQS will be identical to that of the current OTCBB. While FINRA has filed the proposed rule change for immediate effectiveness, the renaming, transitioning of the related domain name, and consummation of the sale transaction will be implemented at a later date to be announced by FINRA (the ‘‘implementation date’’).5 However, the implementation date will be no sooner than 120 days following the date of filing of the proposed rule change. Until such implementation date, FINRA will continue to operate the https:// www.OTCBB.com Web site and the OTCBB interdealer quotation system in the same manner as it currently does. 4 See Rodman & Renshaw Capital Group, Inc., Press Release September 14, 2010 (‘‘Rodman and FINRA Reach Preliminary Agreement on Terms for Rodman Acquisition of OTCBB Assets’’). 5 Upon implementation of the proposed rule change, FINRA’s interdealer quotation system will be known as NNQS, and FINRA no longer will own the https://www.OTCBB.com Web site. VerDate Mar<15>2010 18:02 May 09, 2011 Jkt 223001 Thus, the operation of the OTCBB facilities as an inter-dealer quotation system by FINRA and support of the https://www.OTCBB.com Web site will not change in any respect until the actual implementation date, which is anticipated to be before the end of 2011, but in no event will be sooner than 120 days following the date of this filing. Subsequent to the implementation date, FINRA will continue to operate the NNQS in the same manner it currently operates the OTCBB, consistent with FINRA’s statutory obligations under Section 15A 6 of the Exchange Act.7 Upon the implementation of the proposed rule change, FINRA will offer data on or through the FINRA Web site that is substantially equivalent to the type of quotation and last sale data for OTC equity securities currently available on https://www.OTCBB.com. In addition, FINRA will undertake a concerted communications campaign to ensure that the public (including retail investors) is well-informed with respect to the pending changes. This campaign will include outreach to OTCBB-quoted issuers regarding the status of their continued eligibility to quote on the NNQS upon the implementation date. FINRA has filed the proposed rule change for immediate effectiveness. FINRA will announce the implementation date no later than 270 days following the date of filing of the proposed rule change, but in no event will be sooner than 120 days following the date of filing of the proposed rule change. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Exchange Act,8 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. Section 15A(b)(11) of the Exchange Act 9 6 15 U.S.C. 78o–3(b)(11). August 7, 2009, FINRA filed with the Commission a proposed rule change to restructure quotation collection and dissemination for OTC Equity Securities that is currently pending with the Commission. See Securities Exchange Act Release No. 60999 (November 13, 2009), 74 FR 61183 (November 23, 2009) (‘‘QCF Proposal’’). The instant proposed rule change does not alter FINRA’s current quotation transparency activities in the over-the-counter market through the operation of an interdealer quotation system unless the QCF Proposal is approved by the Commission and takes effect. Thus, unless and until the SEC approves the QCF and it takes effect, FINRA intends to operate the NNQS after the implementation date. 8 15 U.S.C. 78o–3(b)(6). 9 15 U.S.C. 78o–3(b)(11). 7 On PO 00000 Frm 00124 Fmt 4703 Sfmt 4703 requires that FINRA rules include provisions governing the form and content of quotations relating to securities sold otherwise than on a national securities exchange which may be distributed or published by any member or person associated with a member, and the persons to whom such quotations may be supplied. In addition, Section 15A(b)(11) of the Exchange Act 10 requires that such rules be designed to produce fair and informative quotations, to prevent fictitious or misleading quotations, and to promote orderly procedures for collecting, distributing, and publishing quotations. FINRA believes the proposed rule change is consistent with Section 15A(b)(6) and (11) of the Exchange Act in that it facilitates FINRA’s continued ability to operate an interdealer quotation system for use by market makers in OTC equity securities that is functionally identical to the service provided under the current name, thereby supporting the availability of quotation information in the over-thecounter equity securities market. 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 Exchange 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 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, if consistent with the protection of investors and the public interest, it has become effective pursuant to Section 19(b)(3)(A) of the Act 11 and Rule 19b–4(f)(6) thereunder.12 10 Id. 11 15 U.S.C. 78s(b)(3)(A). CFR 240.19b4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires the self-regulatory organization to submit to the Commission written notice of its intent to file the proposed rule change, along with 12 17 E:\FR\FM\10MYN1.SGM 10MYN1 Federal Register / Vol. 76, No. 90 / Tuesday, May 10, 2011 / Notices 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 necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: jlentini on DSKJ8SOYB1PROD with NOTICES 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–FINRA–2011–019 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–2011–019. 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 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 a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. FINRA has satisfied this requirement. VerDate Mar<15>2010 18:02 May 09, 2011 Jkt 223001 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–2011–019 and should be submitted on or before May 31, 2011. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Elizabeth M. Murphy, Secretary. [FR Doc. 2011–11325 Filed 5–9–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–64395; File No. SR–CBOE– 2011–044] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change To Reduce the Minimum Size of the Nominating and Governance Committee May 4, 2011. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’ or ‘‘Exchange Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 27, 2011, Chicago Board Options Exchange, Incorporated (‘‘CBOE’’) filed with the Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’) the proposed rule change as described in Items I, and II below, which Items have been prepared by CBOE. 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 CBOE proposes to amend its Bylaws to change the minimum size of the CBOE Nominating and Governance Committee. The text of the proposed amendments to CBOE’s Bylaws and the proposed amendments to CBOE’s rules is available on CBOE’s Web site (https:// www.cboe.org/Legal), at CBOE’s Office of the Secretary, and at the Commission’s Public Reference Room. 13 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00125 Fmt 4703 Sfmt 4703 27125 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, CBOE 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. CBOE 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this proposed rule change is to reduce the minimum size of CBOE’s Nominating and Governance Committee from seven to five directors. Section 4.4 of the Second Amended and Restated Bylaws of CBOE (‘‘Bylaws’’) currently provides, in pertinent part, that the Nominating and Governance Committee shall consist of at least seven directors, including both Industry and Non-Industry Directors; that a majority of the directors on the Committee shall be Non-Industry Directors; and that the exact number of members on the Committee shall be determined from time to time by CBOE’s Board of Directors. This rule change would be effectuated by amending Section 4.4 of the Bylaws to provide that the Nominating and Governance Committee shall consist of at least five directors. The other provisions of Section 4.4 of the Bylaws would remain unchanged. Additionally, the title of the Bylaws would be changed to the Third Amended and Restated Bylaws of CBOE. Section 3.1 of the Bylaws provides that the CBOE Board of Directors shall consist of not less than eleven and not more than twenty-three directors, with the exact size determined by the Board. CBOE’s Board size has declined recently from twenty-three directors prior to CBOE’s demutualization in 2010 to the current size of nineteen directors. In addition, the Board size will be declining further to sixteen directors at the time of the 2011 annual election of CBOE directors (which is anticipated to occur in May 2011). As the Board size declines, it becomes more challenging to populate large Board committees since there are fewer directors to serve on the various CBOE Board committees. The Exchange believes that reducing the minimum size of the Nominating and E:\FR\FM\10MYN1.SGM 10MYN1

Agencies

[Federal Register Volume 76, Number 90 (Tuesday, May 10, 2011)]
[Notices]
[Pages 27123-27125]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-11325]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-64397; File No. SR-FINRA-2011-019]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To Rename the OTC Bulletin Board in the FINRA 
Rulebook

May 4, 2011.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby 
given that on April 25, 2011, 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 been prepared by FINRA. FINRA 
has designated the proposed rule change as constituting a ``non-
controversial'' rule change under paragraph (f)(6) of Rule 19b-4 under 
the Exchange Act,\3\ which renders the proposal effective upon receipt 
of this filing by the Commission. 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.
    \3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    FINRA is proposing to amend FINRA Rule 6500 Series and Rules 7700, 
7720 and 7740 to replace references to ``OTC Bulletin Board'' and 
``OTCBB'' with ``Non-NMS Quotation Service'' and ``NNQS.''
    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, at the 
Commission's Public Reference Room, and on the Commission's Web site at 
https://www.sec.gov.

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,

[[Page 27124]]

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
    As initially announced by FINRA in September 2009, FINRA currently 
is seeking to divest itself of the OTCBB trademark, related domain 
name, and all informational content from the https://www.OTCBB.com Web 
site that is not otherwise required to be retained by FINRA for 
regulatory purposes (``OTCBB assets''). FINRA reached agreement with an 
entity for the sale of the OTCBB assets in the third quarter of 
2010.\4\ In connection with this effort, and to remove certain current 
impediments to the completion of such a transaction, FINRA is filing 
the proposed rule change to rename the OTC Bulletin Board (``OTCBB'') 
as the Non-NMS Quotation Service (``NNQS'').
---------------------------------------------------------------------------

    \4\ See Rodman & Renshaw Capital Group, Inc., Press Release 
September 14, 2010 (``Rodman and FINRA Reach Preliminary Agreement 
on Terms for Rodman Acquisition of OTCBB Assets'').
---------------------------------------------------------------------------

    The OTCBB assets do not include the technology comprising the 
interdealer quotation system operated by FINRA, which is currently 
known as ``OTCBB.'' Thus, the renaming of OTCBB as NNQS, as proposed 
here, enables FINRA to proceed with the sale of the OTCBB assets by 
removing references to OTCBB from the current FINRA Rulebook, while 
continuing to permit FINRA to operate its interdealer quotation system 
under the new name without change or interruption to the availability 
of this service by FINRA. The FINRA Rule 6500 Series will govern the 
operation of the NNQS as it currently does for OTCBB, and the 
functionality of the NNQS will be identical to that of the current 
OTCBB.
    While FINRA has filed the proposed rule change for immediate 
effectiveness, the renaming, transitioning of the related domain name, 
and consummation of the sale transaction will be implemented at a later 
date to be announced by FINRA (the ``implementation date'').\5\ 
However, the implementation date will be no sooner than 120 days 
following the date of filing of the proposed rule change. Until such 
implementation date, FINRA will continue to operate the https://www.OTCBB.com Web site and the OTCBB interdealer quotation system in 
the same manner as it currently does. Thus, the operation of the OTCBB 
facilities as an inter-dealer quotation system by FINRA and support of 
the https://www.OTCBB.com Web site will not change in any respect until 
the actual implementation date, which is anticipated to be before the 
end of 2011, but in no event will be sooner than 120 days following the 
date of this filing. Subsequent to the implementation date, FINRA will 
continue to operate the NNQS in the same manner it currently operates 
the OTCBB, consistent with FINRA's statutory obligations under Section 
15A \6\ of the Exchange Act.\7\
---------------------------------------------------------------------------

    \5\ Upon implementation of the proposed rule change, FINRA's 
interdealer quotation system will be known as NNQS, and FINRA no 
longer will own the https://www.OTCBB.com Web site.
    \6\ 15 U.S.C. 78o-3(b)(11).
    \7\ On August 7, 2009, FINRA filed with the Commission a 
proposed rule change to restructure quotation collection and 
dissemination for OTC Equity Securities that is currently pending 
with the Commission. See Securities Exchange Act Release No. 60999 
(November 13, 2009), 74 FR 61183 (November 23, 2009) (``QCF 
Proposal''). The instant proposed rule change does not alter FINRA's 
current quotation transparency activities in the over-the-counter 
market through the operation of an interdealer quotation system 
unless the QCF Proposal is approved by the Commission and takes 
effect. Thus, unless and until the SEC approves the QCF and it takes 
effect, FINRA intends to operate the NNQS after the implementation 
date.
---------------------------------------------------------------------------

    Upon the implementation of the proposed rule change, FINRA will 
offer data on or through the FINRA Web site that is substantially 
equivalent to the type of quotation and last sale data for OTC equity 
securities currently available on https://www.OTCBB.com. In addition, 
FINRA will undertake a concerted communications campaign to ensure that 
the public (including retail investors) is well-informed with respect 
to the pending changes. This campaign will include outreach to OTCBB-
quoted issuers regarding the status of their continued eligibility to 
quote on the NNQS upon the implementation date.
    FINRA has filed the proposed rule change for immediate 
effectiveness. FINRA will announce the implementation date no later 
than 270 days following the date of filing of the proposed rule change, 
but in no event will be sooner than 120 days following the date of 
filing of the proposed rule change.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Exchange Act,\8\ 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. Section 15A(b)(11) of the Exchange Act \9\ 
requires that FINRA rules include provisions governing the form and 
content of quotations relating to securities sold otherwise than on a 
national securities exchange which may be distributed or published by 
any member or person associated with a member, and the persons to whom 
such quotations may be supplied. In addition, Section 15A(b)(11) of the 
Exchange Act \10\ requires that such rules be designed to produce fair 
and informative quotations, to prevent fictitious or misleading 
quotations, and to promote orderly procedures for collecting, 
distributing, and publishing quotations.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3(b)(6).
    \9\ 15 U.S.C. 78o-3(b)(11).
    \10\ Id.
---------------------------------------------------------------------------

    FINRA believes the proposed rule change is consistent with Section 
15A(b)(6) and (11) of the Exchange Act in that it facilitates FINRA's 
continued ability to operate an interdealer quotation system for use by 
market makers in OTC equity securities that is functionally identical 
to the service provided under the current name, thereby supporting the 
availability of quotation information in the over-the-counter equity 
securities market.

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 Exchange 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

    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, if 
consistent with the protection of investors and the public interest, it 
has become effective pursuant to Section 19(b)(3)(A) of the Act \11\ 
and Rule 19b-4(f)(6) thereunder.\12\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the self-regulatory organization to submit to the 
Commission written notice of its intent to file the proposed rule 
change, along with a brief description and text of the proposed rule 
change, at least five business days prior to the date of filing of 
the proposed rule change, or such shorter time as designated by the 
Commission. FINRA has satisfied this requirement.

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

[[Page 27125]]

    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 necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-FINRA-2011-019 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-2011-019. 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 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 available publicly. All submissions should refer to 
File Number SR-FINRA-2011-019 and should be submitted on or before May 
31, 2011.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Elizabeth M. Murphy,
Secretary.
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    \13\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2011-11325 Filed 5-9-11; 8:45 am]
BILLING CODE 8011-01-P
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