Self-Regulatory Organizations; Notice of Filing of a Proposed Rule Change by the NASDAQ Stock Market LLC Proposes To Amend Exchange Rule 4754 Governing the NASDAQ Closing Cross (“Cross”), 2493-2496 [2014-00462]

Download as PDF Federal Register / Vol. 79, No. 9 / Tuesday, January 14, 2014 / Notices Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–Phlx– 2014–03, and should be submitted on or before February 4, 2014. Exchange Rule 4754 governing the NASDAQ Closing Cross (‘‘Cross’’) to accommodate changes in market structure triggered by Phase 2 of the Plan to Address Extraordinary Market Volatility submitted to the Commission pursuant to Rule 608 of Regulation NMS (‘‘LULD Plan’’). Specifically, NASDAQ proposes to modify the operation of the Cross in circumstances where a pause triggered under the LULD Plan would be triggered after 3:50 p.m. EST and could, absent the proposed modification, disrupt the operation of the Cross. The text of the proposed rule change is available from Nasdaq’s Web site at https://nasdaq.cchwallstreet.com/ Filings/, at Nasdaq’s principal office, on the Commission’s Web site at https:// www.sec.gov, and at the Commission’s Public Reference Room. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Kevin M. O’Neill, Deputy Secretary. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change [FR Doc. 2014–00465 Filed 1–13–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71254; File No. SR– NASDAQ–2014–004] Self-Regulatory Organizations; Notice of Filing of a Proposed Rule Change by the NASDAQ Stock Market LLC Proposes To Amend Exchange Rule 4754 Governing the NASDAQ Closing Cross (‘‘Cross’’) 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 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 January 7, 2014, The NASDAQ Stock Market LLC (‘‘NASDAQ’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. emcdonald on DSK67QTVN1PROD with NOTICES January 8, 2014. Background. Since May 6, 2010, the national securities exchanges and FINRA have implemented market-wide measures designed to protect investors from market volatility. The measures adopted include pilot plans for stockby-stock trading pauses,3 changes to the erroneous execution rules,4 stricter equities market maker quoting requirements,5 and changes to the equities market-wide circuit breaker rules.6 In addition, on May 31, 2012, the Commission approved the LULD Plan, I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq is filing with the Commission a proposed rule change to amend 17 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Mar<15>2010 16:32 Jan 13, 2014 Jkt 232001 3 See, e.g., NASDAQ Rule 4120. e.g., NASDAQ Rule 11890. 5 See, e.g., NASDAQ Rule 4613(a). 6 See Securities Exchange Act Release No. 67090 (May 31, 2012), 77 FR 33531 (June 6, 2012) (SR– BATS–2011–038; SR–BYX–2011–025; SR–BX– 2011–068; SR–CBOE–2011–087; SR–C2–2011–024; SR–CHX–2011–30; SR–EDGA–2011–31; SR–EDGX– 2011–30; SR–FINRA–2011–054; SR–ISE–2011–61; SR–NASDAQ–2011–131; SR–NSX–2011–11; SR– NYSE–2011–48; SR–NYSEAmex–2011–73; SR– NYSEArca–2011–68; SR–Phlx–2011–129). 4 See, PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 2493 as amended, as a one-year pilot, which began on April 8, 2013.7 The LULD Plan is designed to prevent trades in individual NMS Stocks from occurring outside of specified Price Bands calculated and disseminated by the Network Processors.8 When the National Best Bid (Offer) (‘‘NBB’’ or ‘‘NBO’’) is below (above) the Lower (Upper) Price Band, the Processors disseminate the National Best Bid (Offer) with an appropriate flag identifying it as non-executable. When the NBB (NBO) is equal to the Upper (Lower) Price Band, the Processors distribute the NBB (NBO) with an appropriate flag identifying it as a Limit State Quotation.9 Although trading centers must maintain written policies and procedures that are reasonably designed to prevent the display of offers outside of the Price Band, the Processors will display such bids and offers with a ‘‘non-executable’’ flag. Such bids and offers are excluded from the NBB and NBO.10 Trading in an NMS Stock immediately enters a Limit State if the NBO (NBB) equals but does not cross the Lower (Upper) Price Band.11 Trading exits the Limit State if, within 15 seconds of entering the Limit State, all Limit State Quotations are executed or canceled in their entirety. If the affected NMS Stock does not exit the Limit State within 15 seconds, the Primary Listing Exchange declares a market-wide, five-minute Trading Pause pursuant to Section VII of the LULD Plan.12 In addition, the Plan defines a Straddle State as when the NBB (NBO) is below (above) the Lower (Upper) Price Band and the NMS Stock is not in a Limit State. If an NMS Stock is in a Straddle State and trading in that stock deviates from normal trading characteristics, the Primary Listing Exchange may declare a Trading Pause for that NMS Stock. Currently, the Trading Pauses described above operate from 9:30 a.m. EST to 3:45 p.m. EST. Because no Trading Pause can be triggered after 3:45 7 See Securities Exchange Act Release No. 67091 (May 31, 2012), 77 FR 33498 (June 6, 2012) (File No. 4–631) (Order Approving, on a Pilot Basis, the National Market System Plan To Address Extraordinary Market Volatility). Unless otherwise specified, capitalized terms used in this rule filing are based on the defined terms of the Plan. 8 See Section (V)(A) of the LULD Plan. 9 See Section VI(A) of the Plan. 10 See Section VI(A)(3) of the Plan. 11 See Section VI(B)(1) of the Plan. 12 The primary listing market would declare a trading pause in an NMS Stock; upon notification by the primary listing market, the Processor would disseminate this information to the public. No trades in that NMS Stock could occur during the trading pause, but all bids and offers may be displayed. See Section VII(A) of the Plan. E:\FR\FM\14JAN1.SGM 14JAN1 emcdonald on DSK67QTVN1PROD with NOTICES 2494 Federal Register / Vol. 79, No. 9 / Tuesday, January 14, 2014 / Notices p.m. EST, the Trading Pause does not impact continuous market trading during the minutes leading up to NASDAQ’s Closing Cross. Full implementation of Phase 2 of the LULD Plan (Amendment 6) will take effect on February 24, 2014, and upon such date the Plan’s operative time will be extended from 3:45 p.m. until 4:00 p.m., or the last 15 minutes of regular trading. As a result, Trading Pauses may occur immediately prior to the close of trading at 4:00 p.m. When that occurs, continuous book trading may be halted at the time of the Cross. At present, continuous market trading is essential to an effective Cross because the Cross mechanism uses continuous book trading to establish reference prices for the Cross which limit volatility in the closing price. Therefore, to ensure that the Cross operates properly when a Trading Pause impacts continuous market trading at the close, NASDAQ proposes to establish an alternate mechanism to close a security that is subject to a Trading Pause within the last ten minutes of regular trading. The Proposed LULD Closing Cross. The alternate method for closing a stock impacted by an LULD Trading Pause between 3:50 and 4:00 p.m. EST will be called the ‘‘LULD Closing Cross’’ and it will be a hybrid containing elements of the NASDAQ Closing Cross and the NASDAQ Halt Cross. The primary changes, described in more detail below, are (1) timing, (2) information dissemination (3) participation of certain order types, (4) execution processing, and (5) re-opening of trading following execution. Timing. For securities halted due to an LULD Trading Pause triggered between 3:50 and 4:00 p.m., NASDAQ will conduct an LULD Closing Cross at 4:00 p.m. Whether the LULD Trading Pause is triggered at 3:50:01 or 3:59:59, the stock will open via the LULD Closing Cross described in greater detail below. For securities that are paused after 3:55:00 the LULD Trading Pause will, in effect, be shortened to ensure that the market continues to close at 4:00 p.m. except in the presence of extreme volatility as described below. NASDAQ believes that maintaining the 4:00 p.m. market closing time is the approach most likely to result in a fair and orderly market at the close of trading.13 13 The LULD Closing Cross will not apply for any security halted by an LULD Trading Pause triggered prior to 3:50 p.m. Specifically, if an LULD Trading Pause is triggered at 3:49:59 and ends at 3:54:59, the stock will open via the standard NASDAQ Halt Cross as specified in the rules toady and then close via the standard NASDAQ Closing Cross at 4:00 p.m. VerDate Mar<15>2010 16:32 Jan 13, 2014 Jkt 232001 If at 4:00 p.m. there is insufficient trading interest in the NASDAQ system to execute an LULD Closing Cross,14 NASDAQ will not conduct an LULD Closing Cross in that security. In that case, NASDAQ shall instead use the last sale on NASDAQ as the NASDAQ Official Closing Price in that security for that trading day, as it does when there is insufficient trading interest to execute the standard Closing Cross on a daily basis. Additionally, NASDAQ will delay execution of the LULD Closing Cross if the market experiences volatility during the Trading Pause just prior to the time of execution. Specifically, if the expected closing price changes more than five percent, or 50 cents whichever is greater, in the last 15 seconds of the LULD pause, or if there is a market order imbalance (e.g. there is a greater quantity of shares to buy priced as market orders than total eligible sell interest) preventing the calculation of a cross price, NASDAQ will delay the execution of the LULD Closing Cross. In that case, the LULD Closing Cross will be extended in one-minute increments until such time as sufficient trading interest does exist, the volatility condition is eliminated, and/or the market order imbalance has been eliminated. The above volatility checks will be governed under Rule 4120(c)(7)(C)(1) and 4120(c)(7)(C)(3). If this condition persists until 5:00 p.m., NASDAQ will not conduct an LULD Closing Cross in that security and shall instead use the last-sale on NASDAQ as the NASDAQ Official Closing Price in that security for that trading day. In that event, all orders will be cancelled back to the entering firms, and after hours trading will begin at 5:00 p.m. NASDAQ believes that the proposed price check for movement of five percent or 50 cents, whichever is greater, in the last 15 seconds of an LULD Trading Pause is prudent in light of the volatility that stocks are, by definition, experiencing at the time of the LULD Trading Pause. A major goal of any closing cross, including the proposed LULD Closing Cross, is to establish a reliable, tradable, and liquid reflection of the market’s value of a stock at the close of regular trading. This goal is defeated if the price of a stock is moving dramatically at the time of the cross. In addition, there is limited downside to extending the time for the 14 Insufficient trading interest is defined as the lack of any bid interest priced to be marketable against any available offer interest. For example, if the most aggressively priced bid interest is priced at $1.00 and the most aggressively priced offer interest is priced at $5.00, there is insufficient trading interest to execute an LULD Closing Cross. PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 execution by as little as one minute. On balance, NASDAQ concluded that the proposed price check will best protect investors. NASDAQ also believes that 5:00 p.m. is a reasonable time to end such volatility extensions and cancel the closing cross. As volatility in a security continues towards 5:00 p.m., the likelihood of a smooth closing cross diminishes. While it is prudent to extend the time for executing the closing cross rather than risk a volatile close, this must be balanced by the need for closure. NASDAQ believes that the 5:00 p.m. cut-off time represents a reasonable balance. Information Dissemination. This change in timing will impact not only the time of execution of the LULD Closing Cross, but also how NASDAQ disseminates the Net Order Imbalance Indicator (‘‘NOII’’). Today, NASDAQ disseminates the NOII every five seconds from 3:50 p.m. until the close of trading at 4:00 p.m., and it will continue to do so under this proposal. If the LULD Closing Cross is extended beyond 4:00 p.m. due to late volatility or a market order imbalance, NASDAQ will continue to disseminate the NOII every five seconds until the LULD Closing Cross actually occurs or until 5:00 p.m. The NOII message during the pause preceding an LULD Closing Cross will be similar to those disseminated during a standard Closing Cross and other Halt crosses. Specifically, the Near Price, Far Price, and Reference Price contained in the NOII will all represent the price at which the LULD Closing Cross would execute should the cross conclude at that time. The NOII associated with the LULD Closing Cross will also include Imbalance Size and Side information, which represents the shares not currently paired at the reference price. This will facilitate the entry of additional offsetting interest in the closing process. Participation of Order Types. Currently, two sets of orders can participate in the Closing Cross: (1) Orders resting on NASDAQ’s continuous book at the time of the Cross, and (2) any ‘‘Special Closing Order’’ entered and not cancelled prior to the close. Those special closing orders, as set forth in NASDAQ Rule 4754, are Market on Close (‘‘MOC’’), Limit on Close, (‘‘LOC’’), and Imbalance Only (‘‘IO’’) orders. Under this proposal, the LULD Closing Cross would include Special Closing Orders, newly entered orders, and all orders resting on the continuous book. E:\FR\FM\14JAN1.SGM 14JAN1 emcdonald on DSK67QTVN1PROD with NOTICES Federal Register / Vol. 79, No. 9 / Tuesday, January 14, 2014 / Notices With respect to Special Closing Orders, members would not be permitted to enter new MOC or LOC orders; MOC and LOC orders may only be entered until 3:50 p.m. EST. Members that had previously entered MOC, LOC, and IO Orders generally would not be permitted to modify or cancel such orders prior to the execution of the LULD Closing Cross. As is the case today under Rule 4754, MOC and LOC orders can be cancelled between 3:50:00 p.m. and 3:55:00 p.m. ‘‘only by requesting Nasdaq to correct a legitimate error (e.g., side, size, symbol, price or duplication of an order).’’ In addition MOC and LOC orders ‘‘cannot be cancelled after 3:55:00 p.m. for any reason.’’ Under the proposal, members will be permitted to enter and modify (only to increase the number of shares represented), but not cancel new IO orders up to the time of execution of the LULD Closing Cross. NASDAQ considered permitting members to cancel or modify previously entered MOC and LOC Orders, but decided not to for several reasons. First and foremost, members that participate in NASDAQ’s Closing Cross rely on the fixed status of MOC and LOC Orders to anchor the crosses; the benefits of stability apply with equal force to the LULD Closing Cross. Second, there is a benefit to maintaining the same behavior of specific order types to the greatest extent possible; changing the behavior of order types could create member confusion. Third, members that enter MOC and LOC orders are and will continue to be fully aware of the risk of price movements at the close, including the risk of an LULD Trading Pause. Members can avoid that risk by changing their behavior and entering other order types if they deem the risk to be too large. All told, NASDAQ concluded that the better course is to prevent the cancellation or modification of MOC and LOC Orders to the same extent as today. With respect to continuous book orders resting on the book at the time of the LULD pause, all order times in force (‘‘TIF’s’’) eligible to participate in the closing cross today will continue to do so in the proposed LULD Closing Cross. Those orders include the following Time In Force markings: Market Hours Good-till-Cancelled (‘‘MGTC’’), Market Hours Day (‘‘MDAY’’), System Hours Expire Time (‘‘SHEX’’), System Hours Day (‘‘SDAY’’), System Hours Good-tillCancelled (‘‘SGTC’’), or Good-til-Market Close ‘‘GTMC’’). TIFs are different from order types which are instructions that tell the NASDAQ system how to execute an order as opposed to when to execute it. Each NASDAQ order type can be VerDate Mar<15>2010 16:32 Jan 13, 2014 Jkt 232001 associated with multiple potential TIFs but each order can have one and only one actual TIF assigned to it by the entering firm. NASDAQ is focusing on the TIF rather than the order type of the orders to determine which are eligible to participate in the LULD Closing Cross. NASDAQ also proposes to permit the entry, modification, and cancellation of additional orders (whether market or limit orders) during the LULD Trading Pause up to the time of execution of the LULD Closing Cross. Specifically, during an LULD Trading Pause that is triggered or extended after 3:50 p.m., members will be permitted to enter, modify, and cancel new market or limit orders up to the time of execution of the LULD Closing Cross. New orders of any order type or any time in force described in NASDAQ Rule 4751 will be eligible to participate in the LULD Closing Cross. Any new order entered between 3:50 and 4:00 p.m. that is not executed in the LULD Closing Cross shall be processed after the LULD Closing Cross is executed according to the entering firm’s instructions on that order. NASDAQ believes that permitting the entry of such new orders will enhance the liquidity and price discovery of the resulting LULD Closing Cross. Execution Processing. The closing price will be determined by taking the closing book (MOC and LOC orders only), the remaining eligible orders on the book prior to the LULD halt, and any new interest entered after the LULD halt. Priority in the cross will be price/ time, with Imbalance Only orders more aggressive than the closing price repriced to the closing price but retaining their original time priority. The execution algorithm for the LULD Closing Cross shall be the same as currently used for the Cross. Specifically, (A) The Nasdaq Closing Cross will occur at the price that maximizes the number of shares of Eligible Interest in the Nasdaq Market Center to be executed; (B) If more than one price exists under subparagraph (A), the Nasdaq Closing Cross shall occur at the price that minimizes any Imbalance; (C) If more than one price exists under subparagraph (B), the Nasdaq Closing Cross shall occur at the entered price at which shares will remain unexecuted in the cross. Once the algorithm determines the proper closing price, the LULD Closing Cross will execute all orders at the determined price in strict price/time priority, rather than the complex priority currently set forth in NASDAQ Rule 4754(b)(3). Excess interest at the PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 2495 closing price will be available for execution against available Imbalance Only orders on the opposite side of the market. Aggressive IO orders opposite the side of the imbalance that were entered prior to other orders at exactly the crossing price will be re-priced to the crossing price and have priority over those orders.15 The LULD Closing Cross price will be the Nasdaq Official Closing Price for stocks that participate in the LULD Closing Cross. Re-Opening Trading. After hours trading will begin immediately following execution of the LULD Closing Cross. At that time, all resting orders or newly entered orders not executed in the LULD Closing Cross will be either cancelled or available for execution in after hours trading based on the entering firm’s instruction on the order. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with Section 6(b) of the Act 16 in general, and furthers the objectives of Section 6(b)(5),17 in particular, in that it is designed to promote just and equitable principles of trade, remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in general, to protect investors and the public interest. The proposal is consistent with this provision in that it will ensure that the Exchange continues to comply with the LULD Plan, and simultaneously provide for an effective pricing mechanism for the critical period of the market close. The proposed LULD Closing Cross is designed to balance the need for transparency and liquidity with the need to move quickly from a Trading Pause to a closing price. NASDAQ believes that it has accomplished these goals to the maximum extent possible. NASDAQ believes that the proposal is consistent with Section 6(b)(5) in that it will protect investors by responding effectively to an LULD Trading Pause near the close of trading. First, the proposal is only triggered in the event an LULD Trading Pause occurs in the final ten minutes of trading, thereby minimizing the time when the LULD Closing Cross will occur. Second, the proposal is designed to preserve to the extent possible current order entry and trading behaviors, thereby reducing the potential for member and investor 15 This treatment of IO Orders differs slightly from the current closing cross where aggressive IO Orders may be re-priced to either the best bid or offer in order to interact only with MOC and LOC interest. 16 15 U.S.C. 78f (b). 17 15 U.S.C. 78f(b)(5). E:\FR\FM\14JAN1.SGM 14JAN1 2496 Federal Register / Vol. 79, No. 9 / Tuesday, January 14, 2014 / Notices confusion. Third, the proposal is welltailored to provide transparency and predictability by clearly defining when the LULD Closing Cross will occur, what orders will be included, what information will be disseminated, how the execution algorithm will operate, and when after hours trading will begin. The Exchange also believes that the proposal protects investors by fully and fairly considering the risks of modifying the standard Closing Cross, and weighing those against the risks created by an LULD Trading Pause that occurs near the close of trading, and attempted to mitigate those risks to the greatest extent possible. The decision to prevent the cancellation or modification of previously entered MOC and LOC orders is reasonable and prudent, preserving the benefits of stability and predictability as well as preserving the opportunity for members to avoid entering such orders if they choose. NASDAQ will monitor to determine whether this decision undermines the Closing Cross, and modify it via another rule filing if that occurs. Finally, the Exchange believes that, consistent with Section 6(b)(5), imposing price checks for volatility near the close is prudent, and that delaying the LULD Closing Cross in one-minute increments when such volatility occurs will protect the public and investors. By definition, stocks that experience an LULD Trading Pause near the close may be subject to volatility that could undermine the validity of the closing price. Given the importance to the industry and investors of a liquid and reliable closing price, the price check and potential delays are a reasonable counter-balance to the risk of such volatility. emcdonald on DSK67QTVN1PROD with NOTICES 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. To the contrary, the proposal is specifically designed to comply with the LULD Plan and, thereby, to ensure cooperation between and among all national securities exchanges and FINRA to promote uniform and effective regulation of the national market system. NASDAQ believes that multiple national securities exchanges will file proposed changes to their closing processes to comply with Phase 2 of the LULD Plan. In actuality, the proposal is pro-competitive because it promotes fair and orderly markets and investor protection, which in turn will buttress VerDate Mar<15>2010 16:32 Jan 13, 2014 Jkt 232001 investor confidence and attract more investors into U.S. equities markets. 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 (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission shall: (a) By order approve or disapprove such 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 email to rule-comments@ sec.gov. Please include File Number SR– NASDAQ–2014–004 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–2014–004. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NASDAQ–2014–004, and should be submitted on or before February 4, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–00462 Filed 1–13–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71259; File No. SR–Topaz– 2014–01] Self-Regulatory Organizations; Topaz Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Schedule of Fees January 8, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on January 2, 2014, the Topaz Exchange, LLC (d/b/a ISE Gemini) (the ‘‘Exchange’’ or ‘‘Topaz’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the selfregulatory organization. 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 the Substance of the Proposed Rule Change Topaz is proposing to amend its Schedule of Fees to amend and clarify its API session fees for Electronic Access Members. The text of the proposed rule change is available on the 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\14JAN1.SGM 14JAN1

Agencies

[Federal Register Volume 79, Number 9 (Tuesday, January 14, 2014)]
[Notices]
[Pages 2493-2496]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-00462]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71254; File No. SR-NASDAQ-2014-004]


Self-Regulatory Organizations; Notice of Filing of a Proposed 
Rule Change by the NASDAQ Stock Market LLC Proposes To Amend Exchange 
Rule 4754 Governing the NASDAQ Closing Cross (``Cross'')

January 8, 2014.
    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 January 7, 2014, The NASDAQ Stock Market LLC (``NASDAQ'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III, below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq is filing with the Commission a proposed rule change to 
amend Exchange Rule 4754 governing the NASDAQ Closing Cross (``Cross'') 
to accommodate changes in market structure triggered by Phase 2 of the 
Plan to Address Extraordinary Market Volatility submitted to the 
Commission pursuant to Rule 608 of Regulation NMS (``LULD Plan''). 
Specifically, NASDAQ proposes to modify the operation of the Cross in 
circumstances where a pause triggered under the LULD Plan would be 
triggered after 3:50 p.m. EST and could, absent the proposed 
modification, disrupt the operation of the Cross.
    The text of the proposed rule change is available from Nasdaq's Web 
site at https://nasdaq.cchwallstreet.com/Filings/, at Nasdaq's principal 
office, on the Commission's Web site at https://www.sec.gov, 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, 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
    Background. Since May 6, 2010, the national securities exchanges 
and FINRA have implemented market-wide measures designed to protect 
investors from market volatility. The measures adopted include pilot 
plans for stock-by-stock trading pauses,\3\ changes to the erroneous 
execution rules,\4\ stricter equities market maker quoting 
requirements,\5\ and changes to the equities market-wide circuit 
breaker rules.\6\ In addition, on May 31, 2012, the Commission approved 
the LULD Plan, as amended, as a one-year pilot, which began on April 8, 
2013.\7\
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    \3\ See, e.g., NASDAQ Rule 4120.
    \4\ See, e.g., NASDAQ Rule 11890.
    \5\ See, e.g., NASDAQ Rule 4613(a).
    \6\ See Securities Exchange Act Release No. 67090 (May 31, 
2012), 77 FR 33531 (June 6, 2012) (SR-BATS-2011-038; SR-BYX-2011-
025; SR-BX-2011-068; SR-CBOE-2011-087; SR-C2-2011-024; SR-CHX-2011-
30; SR-EDGA-2011-31; SR-EDGX-2011-30; SR-FINRA-2011-054; SR-ISE-
2011-61; SR-NASDAQ-2011-131; SR-NSX-2011-11; SR-NYSE-2011-48; SR-
NYSEAmex-2011-73; SR-NYSEArca-2011-68; SR-Phlx-2011-129).
    \7\ See Securities Exchange Act Release No. 67091 (May 31, 
2012), 77 FR 33498 (June 6, 2012) (File No. 4-631) (Order Approving, 
on a Pilot Basis, the National Market System Plan To Address 
Extraordinary Market Volatility). Unless otherwise specified, 
capitalized terms used in this rule filing are based on the defined 
terms of the Plan.
---------------------------------------------------------------------------

    The LULD Plan is designed to prevent trades in individual NMS 
Stocks from occurring outside of specified Price Bands calculated and 
disseminated by the Network Processors.\8\ When the National Best Bid 
(Offer) (``NBB'' or ``NBO'') is below (above) the Lower (Upper) Price 
Band, the Processors disseminate the National Best Bid (Offer) with an 
appropriate flag identifying it as non-executable. When the NBB (NBO) 
is equal to the Upper (Lower) Price Band, the Processors distribute the 
NBB (NBO) with an appropriate flag identifying it as a Limit State 
Quotation.\9\ Although trading centers must maintain written policies 
and procedures that are reasonably designed to prevent the display of 
offers outside of the Price Band, the Processors will display such bids 
and offers with a ``non-executable'' flag. Such bids and offers are 
excluded from the NBB and NBO.\10\
---------------------------------------------------------------------------

    \8\ See Section (V)(A) of the LULD Plan.
    \9\ See Section VI(A) of the Plan.
    \10\ See Section VI(A)(3) of the Plan.
---------------------------------------------------------------------------

    Trading in an NMS Stock immediately enters a Limit State if the NBO 
(NBB) equals but does not cross the Lower (Upper) Price Band.\11\ 
Trading exits the Limit State if, within 15 seconds of entering the 
Limit State, all Limit State Quotations are executed or canceled in 
their entirety. If the affected NMS Stock does not exit the Limit State 
within 15 seconds, the Primary Listing Exchange declares a market-wide, 
five-minute Trading Pause pursuant to Section VII of the LULD Plan.\12\ 
In addition, the Plan defines a Straddle State as when the NBB (NBO) is 
below (above) the Lower (Upper) Price Band and the NMS Stock is not in 
a Limit State. If an NMS Stock is in a Straddle State and trading in 
that stock deviates from normal trading characteristics, the Primary 
Listing Exchange may declare a Trading Pause for that NMS Stock.
---------------------------------------------------------------------------

    \11\ See Section VI(B)(1) of the Plan.
    \12\ The primary listing market would declare a trading pause in 
an NMS Stock; upon notification by the primary listing market, the 
Processor would disseminate this information to the public. No 
trades in that NMS Stock could occur during the trading pause, but 
all bids and offers may be displayed. See Section VII(A) of the 
Plan.
---------------------------------------------------------------------------

    Currently, the Trading Pauses described above operate from 9:30 
a.m. EST to 3:45 p.m. EST. Because no Trading Pause can be triggered 
after 3:45

[[Page 2494]]

p.m. EST, the Trading Pause does not impact continuous market trading 
during the minutes leading up to NASDAQ's Closing Cross.
    Full implementation of Phase 2 of the LULD Plan (Amendment 6) will 
take effect on February 24, 2014, and upon such date the Plan's 
operative time will be extended from 3:45 p.m. until 4:00 p.m., or the 
last 15 minutes of regular trading. As a result, Trading Pauses may 
occur immediately prior to the close of trading at 4:00 p.m. When that 
occurs, continuous book trading may be halted at the time of the Cross. 
At present, continuous market trading is essential to an effective 
Cross because the Cross mechanism uses continuous book trading to 
establish reference prices for the Cross which limit volatility in the 
closing price. Therefore, to ensure that the Cross operates properly 
when a Trading Pause impacts continuous market trading at the close, 
NASDAQ proposes to establish an alternate mechanism to close a security 
that is subject to a Trading Pause within the last ten minutes of 
regular trading.
    The Proposed LULD Closing Cross. The alternate method for closing a 
stock impacted by an LULD Trading Pause between 3:50 and 4:00 p.m. EST 
will be called the ``LULD Closing Cross'' and it will be a hybrid 
containing elements of the NASDAQ Closing Cross and the NASDAQ Halt 
Cross. The primary changes, described in more detail below, are (1) 
timing, (2) information dissemination (3) participation of certain 
order types, (4) execution processing, and (5) re-opening of trading 
following execution.
    Timing. For securities halted due to an LULD Trading Pause 
triggered between 3:50 and 4:00 p.m., NASDAQ will conduct an LULD 
Closing Cross at 4:00 p.m. Whether the LULD Trading Pause is triggered 
at 3:50:01 or 3:59:59, the stock will open via the LULD Closing Cross 
described in greater detail below. For securities that are paused after 
3:55:00 the LULD Trading Pause will, in effect, be shortened to ensure 
that the market continues to close at 4:00 p.m. except in the presence 
of extreme volatility as described below. NASDAQ believes that 
maintaining the 4:00 p.m. market closing time is the approach most 
likely to result in a fair and orderly market at the close of 
trading.\13\
---------------------------------------------------------------------------

    \13\ The LULD Closing Cross will not apply for any security 
halted by an LULD Trading Pause triggered prior to 3:50 p.m. 
Specifically, if an LULD Trading Pause is triggered at 3:49:59 and 
ends at 3:54:59, the stock will open via the standard NASDAQ Halt 
Cross as specified in the rules toady and then close via the 
standard NASDAQ Closing Cross at 4:00 p.m.
---------------------------------------------------------------------------

    If at 4:00 p.m. there is insufficient trading interest in the 
NASDAQ system to execute an LULD Closing Cross,\14\ NASDAQ will not 
conduct an LULD Closing Cross in that security. In that case, NASDAQ 
shall instead use the last sale on NASDAQ as the NASDAQ Official 
Closing Price in that security for that trading day, as it does when 
there is insufficient trading interest to execute the standard Closing 
Cross on a daily basis.
---------------------------------------------------------------------------

    \14\ Insufficient trading interest is defined as the lack of any 
bid interest priced to be marketable against any available offer 
interest. For example, if the most aggressively priced bid interest 
is priced at $1.00 and the most aggressively priced offer interest 
is priced at $5.00, there is insufficient trading interest to 
execute an LULD Closing Cross.
---------------------------------------------------------------------------

    Additionally, NASDAQ will delay execution of the LULD Closing Cross 
if the market experiences volatility during the Trading Pause just 
prior to the time of execution. Specifically, if the expected closing 
price changes more than five percent, or 50 cents whichever is greater, 
in the last 15 seconds of the LULD pause, or if there is a market order 
imbalance (e.g. there is a greater quantity of shares to buy priced as 
market orders than total eligible sell interest) preventing the 
calculation of a cross price, NASDAQ will delay the execution of the 
LULD Closing Cross. In that case, the LULD Closing Cross will be 
extended in one-minute increments until such time as sufficient trading 
interest does exist, the volatility condition is eliminated, and/or the 
market order imbalance has been eliminated. The above volatility checks 
will be governed under Rule 4120(c)(7)(C)(1) and 4120(c)(7)(C)(3). If 
this condition persists until 5:00 p.m., NASDAQ will not conduct an 
LULD Closing Cross in that security and shall instead use the last-sale 
on NASDAQ as the NASDAQ Official Closing Price in that security for 
that trading day. In that event, all orders will be cancelled back to 
the entering firms, and after hours trading will begin at 5:00 p.m.
    NASDAQ believes that the proposed price check for movement of five 
percent or 50 cents, whichever is greater, in the last 15 seconds of an 
LULD Trading Pause is prudent in light of the volatility that stocks 
are, by definition, experiencing at the time of the LULD Trading Pause. 
A major goal of any closing cross, including the proposed LULD Closing 
Cross, is to establish a reliable, tradable, and liquid reflection of 
the market's value of a stock at the close of regular trading. This 
goal is defeated if the price of a stock is moving dramatically at the 
time of the cross. In addition, there is limited downside to extending 
the time for the execution by as little as one minute. On balance, 
NASDAQ concluded that the proposed price check will best protect 
investors.
    NASDAQ also believes that 5:00 p.m. is a reasonable time to end 
such volatility extensions and cancel the closing cross. As volatility 
in a security continues towards 5:00 p.m., the likelihood of a smooth 
closing cross diminishes. While it is prudent to extend the time for 
executing the closing cross rather than risk a volatile close, this 
must be balanced by the need for closure. NASDAQ believes that the 5:00 
p.m. cut-off time represents a reasonable balance.
    Information Dissemination. This change in timing will impact not 
only the time of execution of the LULD Closing Cross, but also how 
NASDAQ disseminates the Net Order Imbalance Indicator (``NOII''). 
Today, NASDAQ disseminates the NOII every five seconds from 3:50 p.m. 
until the close of trading at 4:00 p.m., and it will continue to do so 
under this proposal. If the LULD Closing Cross is extended beyond 4:00 
p.m. due to late volatility or a market order imbalance, NASDAQ will 
continue to disseminate the NOII every five seconds until the LULD 
Closing Cross actually occurs or until 5:00 p.m.
    The NOII message during the pause preceding an LULD Closing Cross 
will be similar to those disseminated during a standard Closing Cross 
and other Halt crosses. Specifically, the Near Price, Far Price, and 
Reference Price contained in the NOII will all represent the price at 
which the LULD Closing Cross would execute should the cross conclude at 
that time. The NOII associated with the LULD Closing Cross will also 
include Imbalance Size and Side information, which represents the 
shares not currently paired at the reference price. This will 
facilitate the entry of additional offsetting interest in the closing 
process.
    Participation of Order Types. Currently, two sets of orders can 
participate in the Closing Cross: (1) Orders resting on NASDAQ's 
continuous book at the time of the Cross, and (2) any ``Special Closing 
Order'' entered and not cancelled prior to the close. Those special 
closing orders, as set forth in NASDAQ Rule 4754, are Market on Close 
(``MOC''), Limit on Close, (``LOC''), and Imbalance Only (``IO'') 
orders.
    Under this proposal, the LULD Closing Cross would include Special 
Closing Orders, newly entered orders, and all orders resting on the 
continuous book.

[[Page 2495]]

    With respect to Special Closing Orders, members would not be 
permitted to enter new MOC or LOC orders; MOC and LOC orders may only 
be entered until 3:50 p.m. EST. Members that had previously entered 
MOC, LOC, and IO Orders generally would not be permitted to modify or 
cancel such orders prior to the execution of the LULD Closing Cross. As 
is the case today under Rule 4754, MOC and LOC orders can be cancelled 
between 3:50:00 p.m. and 3:55:00 p.m. ``only by requesting Nasdaq to 
correct a legitimate error (e.g., side, size, symbol, price or 
duplication of an order).'' In addition MOC and LOC orders ``cannot be 
cancelled after 3:55:00 p.m. for any reason.'' Under the proposal, 
members will be permitted to enter and modify (only to increase the 
number of shares represented), but not cancel new IO orders up to the 
time of execution of the LULD Closing Cross.
    NASDAQ considered permitting members to cancel or modify previously 
entered MOC and LOC Orders, but decided not to for several reasons. 
First and foremost, members that participate in NASDAQ's Closing Cross 
rely on the fixed status of MOC and LOC Orders to anchor the crosses; 
the benefits of stability apply with equal force to the LULD Closing 
Cross. Second, there is a benefit to maintaining the same behavior of 
specific order types to the greatest extent possible; changing the 
behavior of order types could create member confusion. Third, members 
that enter MOC and LOC orders are and will continue to be fully aware 
of the risk of price movements at the close, including the risk of an 
LULD Trading Pause. Members can avoid that risk by changing their 
behavior and entering other order types if they deem the risk to be too 
large. All told, NASDAQ concluded that the better course is to prevent 
the cancellation or modification of MOC and LOC Orders to the same 
extent as today.
    With respect to continuous book orders resting on the book at the 
time of the LULD pause, all order times in force (``TIF's'') eligible 
to participate in the closing cross today will continue to do so in the 
proposed LULD Closing Cross. Those orders include the following Time In 
Force markings: Market Hours Good-till-Cancelled (``MGTC''), Market 
Hours Day (``MDAY''), System Hours Expire Time (``SHEX''), System Hours 
Day (``SDAY''), System Hours Good-till-Cancelled (``SGTC''), or Good-
til-Market Close ``GTMC''). TIFs are different from order types which 
are instructions that tell the NASDAQ system how to execute an order as 
opposed to when to execute it. Each NASDAQ order type can be associated 
with multiple potential TIFs but each order can have one and only one 
actual TIF assigned to it by the entering firm. NASDAQ is focusing on 
the TIF rather than the order type of the orders to determine which are 
eligible to participate in the LULD Closing Cross.
    NASDAQ also proposes to permit the entry, modification, and 
cancellation of additional orders (whether market or limit orders) 
during the LULD Trading Pause up to the time of execution of the LULD 
Closing Cross. Specifically, during an LULD Trading Pause that is 
triggered or extended after 3:50 p.m., members will be permitted to 
enter, modify, and cancel new market or limit orders up to the time of 
execution of the LULD Closing Cross. New orders of any order type or 
any time in force described in NASDAQ Rule 4751 will be eligible to 
participate in the LULD Closing Cross. Any new order entered between 
3:50 and 4:00 p.m. that is not executed in the LULD Closing Cross shall 
be processed after the LULD Closing Cross is executed according to the 
entering firm's instructions on that order. NASDAQ believes that 
permitting the entry of such new orders will enhance the liquidity and 
price discovery of the resulting LULD Closing Cross.
    Execution Processing. The closing price will be determined by 
taking the closing book (MOC and LOC orders only), the remaining 
eligible orders on the book prior to the LULD halt, and any new 
interest entered after the LULD halt. Priority in the cross will be 
price/time, with Imbalance Only orders more aggressive than the closing 
price re-priced to the closing price but retaining their original time 
priority. The execution algorithm for the LULD Closing Cross shall be 
the same as currently used for the Cross. Specifically,
    (A) The Nasdaq Closing Cross will occur at the price that maximizes 
the number of shares of Eligible Interest in the Nasdaq Market Center 
to be executed;
    (B) If more than one price exists under subparagraph (A), the 
Nasdaq Closing Cross shall occur at the price that minimizes any 
Imbalance;
    (C) If more than one price exists under subparagraph (B), the 
Nasdaq Closing Cross shall occur at the entered price at which shares 
will remain unexecuted in the cross.
    Once the algorithm determines the proper closing price, the LULD 
Closing Cross will execute all orders at the determined price in strict 
price/time priority, rather than the complex priority currently set 
forth in NASDAQ Rule 4754(b)(3). Excess interest at the closing price 
will be available for execution against available Imbalance Only orders 
on the opposite side of the market. Aggressive IO orders opposite the 
side of the imbalance that were entered prior to other orders at 
exactly the crossing price will be re-priced to the crossing price and 
have priority over those orders.\15\ The LULD Closing Cross price will 
be the Nasdaq Official Closing Price for stocks that participate in the 
LULD Closing Cross.
---------------------------------------------------------------------------

    \15\ This treatment of IO Orders differs slightly from the 
current closing cross where aggressive IO Orders may be re-priced to 
either the best bid or offer in order to interact only with MOC and 
LOC interest.
---------------------------------------------------------------------------

    Re-Opening Trading. After hours trading will begin immediately 
following execution of the LULD Closing Cross. At that time, all 
resting orders or newly entered orders not executed in the LULD Closing 
Cross will be either cancelled or available for execution in after 
hours trading based on the entering firm's instruction on the order.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
Section 6(b) of the Act \16\ in general, and furthers the objectives of 
Section 6(b)(5),\17\ in particular, in that it is designed to promote 
just and equitable principles of trade, remove impediments to and 
perfect the mechanisms of a free and open market and a national market 
system and, in general, to protect investors and the public interest. 
The proposal is consistent with this provision in that it will ensure 
that the Exchange continues to comply with the LULD Plan, and 
simultaneously provide for an effective pricing mechanism for the 
critical period of the market close. The proposed LULD Closing Cross is 
designed to balance the need for transparency and liquidity with the 
need to move quickly from a Trading Pause to a closing price. NASDAQ 
believes that it has accomplished these goals to the maximum extent 
possible.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f (b).
    \17\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    NASDAQ believes that the proposal is consistent with Section 
6(b)(5) in that it will protect investors by responding effectively to 
an LULD Trading Pause near the close of trading. First, the proposal is 
only triggered in the event an LULD Trading Pause occurs in the final 
ten minutes of trading, thereby minimizing the time when the LULD 
Closing Cross will occur. Second, the proposal is designed to preserve 
to the extent possible current order entry and trading behaviors, 
thereby reducing the potential for member and investor

[[Page 2496]]

confusion. Third, the proposal is well-tailored to provide transparency 
and predictability by clearly defining when the LULD Closing Cross will 
occur, what orders will be included, what information will be 
disseminated, how the execution algorithm will operate, and when after 
hours trading will begin.
    The Exchange also believes that the proposal protects investors by 
fully and fairly considering the risks of modifying the standard 
Closing Cross, and weighing those against the risks created by an LULD 
Trading Pause that occurs near the close of trading, and attempted to 
mitigate those risks to the greatest extent possible. The decision to 
prevent the cancellation or modification of previously entered MOC and 
LOC orders is reasonable and prudent, preserving the benefits of 
stability and predictability as well as preserving the opportunity for 
members to avoid entering such orders if they choose. NASDAQ will 
monitor to determine whether this decision undermines the Closing 
Cross, and modify it via another rule filing if that occurs.
    Finally, the Exchange believes that, consistent with Section 
6(b)(5), imposing price checks for volatility near the close is 
prudent, and that delaying the LULD Closing Cross in one-minute 
increments when such volatility occurs will protect the public and 
investors. By definition, stocks that experience an LULD Trading Pause 
near the close may be subject to volatility that could undermine the 
validity of the closing price. Given the importance to the industry and 
investors of a liquid and reliable closing price, the price check and 
potential delays are a reasonable counter-balance to the risk of such 
volatility.

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. To the contrary, the 
proposal is specifically designed to comply with the LULD Plan and, 
thereby, to ensure cooperation between and among all national 
securities exchanges and FINRA to promote uniform and effective 
regulation of the national market system. NASDAQ believes that multiple 
national securities exchanges will file proposed changes to their 
closing processes to comply with Phase 2 of the LULD Plan. In 
actuality, the proposal is pro-competitive because it promotes fair and 
orderly markets and investor protection, which in turn will buttress 
investor confidence and attract more investors into U.S. equities 
markets.

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 (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission shall: (a) By order approve 
or disapprove such 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 email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2014-004 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-2014-004. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2014-004, and should 
be submitted on or before February 4, 2014.
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-00462 Filed 1-13-14; 8:45 am]
BILLING CODE 8011-01-P
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