Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add a Reference to Rule 10C-1 Under the Exchange Act in EDGA Rule 14.1 Concerning Unlisted Trading Privileges, 17583-17585 [2014-06896]

Download as PDF Federal Register / Vol. 79, No. 60 / Friday, March 28, 2014 / Notices that the staff uses to evaluate nuclear power plant license applications and the standard review plan for environmental review of nuclear power plants (NUREG–1555). In addition, the technical references were updated. II. Further Information DG–4021 was issued for public comment in the Federal Register on December 30, 2011 (76 FR 82201), for a 60-day public comment period. The public comment period closed on February 25, 2012. Public comments on DG–4021 and the staff responses to the public comments are available in ADAMS under Accession No. ML12188A054. mstockstill on DSK4VPTVN1PROD with NOTICES II. Congressional Review Act This regulatory guide is a rule as defined in the Congressional Review Act (5 U.S.C. 801–808). However, the Office of Management and Budget has not found it to be a major rule as defined in the Congressional Review Act. 20:05 Mar 27, 2014 Jkt 232001 Dated at Rockville, Maryland, this 24th day of March, 2014. For the Nuclear Regulatory Commission. Thomas H. Boyce, Chief, Regulatory Guide Development Branch, Division of Engineering, Office of Nuclear Regulatory Research. [FR Doc. 2014–06888 Filed 3–27–14; 8:45 am] BILLING CODE 7590–01–P SECURITIES AND EXCHANGE COMMISSION [OMB Control No. 3235–0675, SEC File No. 270–620] IV. Backfitting and Issue Finality Issuance of this regulatory guide does not constitute backfitting as defined in 10 CFR 50.109 (the Backfit Rule) and is not otherwise inconsistent with the issue finality provisions in 10 CFR Part 52. This regulatory guide will not apply to any construction permits, operating licenses, early site permits, limited work authorizations issued under 10 CFR 50.10 for which the NRC issued a final environmental impact statement (EIS) preceded by a draft EIS under 10 CFR 51.76 or 51.75, or combined licenses, any of which were issued by the NRC prior to issuance of the final regulatory guide. The NRC has already completed its siting determination for those construction permits, operating licenses, early site permits, limited work authorizations, and combined licenses. Therefore, no further NRC regulatory action on siting will occur for those licenses, permits, and authorizations, for which the guidance in the regulatory guide would be relevant. This regulatory guide may be applied to applications for early site permits, combined licenses, and limited work authorizations issued under 10 CFR 50.10, which includes information under 10 CFR 51.49(b) or (f), where the application is docketed by the NRC as of the date of issuance of the final regulatory guide, as well as future applications for construction permits, early site permits, combined licenses, and limited work authorizations, which includes information under 10 CFR 51.49(b) or (f), where the application is submitted after the issuance of the final VerDate Mar<15>2010 regulatory guide. Such action does not constitute backfitting as defined in 10 CFR 50.109(a)(1) and is not otherwise inconsistent with the applicable issue finality provisions in 10 CFR Part 52, inasmuch as such applicants or potential applicants are not within the scope of entities protected by the Backfit Rule or the relevant issue finality provisions in Part 52. Submission for OMB Review; Comment Request Correction In notice document 2014–06126, appearing on page 15616 in the issue of Thursday, March 20, 2014, make the following correction: On page 15616, in the second column, immediately following the subject, insert the following text: Upon Written Request Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549– 0213. [FR Doc. C1–2014–06126 Filed 3–27–14; 8:45 am] BILLING CODE 1505–01–D SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71776; File No. SR–EDGA– 2014–05] Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add a Reference to Rule 10C–1 Under the Exchange Act in EDGA Rule 14.1 Concerning Unlisted Trading Privileges March 24, 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 March 12, 2014, EDGA Exchange, Inc. (the 1 15 2 17 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00090 Fmt 4703 Sfmt 4703 17583 ‘‘Exchange’’ or ‘‘EDGA’’) 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 self-regulatory 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 The Exchange is filing with the Commission a proposal to amend Exchange Rule 14.1 to make clear that the Exchange will not list equity securities without first ensuring that its rules comply with Rule 10C–1 under the Act (‘‘Rule 10C–1’’). The text of the proposed rule change is available on the Exchange’s Internet Web site at www.directedge.com, at the Exchange’s principal office, and at the Public Reference Room of the Commission. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in sections A, B and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Exchange Rule 14.1 to make clear that the Exchange will not list equity securities without first ensuring that its rules comply with Rule 10C–1. On March 30, 2011, to implement Section 10C of the Act, as added by Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010,3 the Commission proposed Rule 10C–1 under the Act,4 which directs each national securities exchange to prohibit the listing of any equity security of any issuer, with certain exceptions, that does not comply 3 Public Law 111–203, 124 Stat. 1900 (2010). Securities Act Release No. 9199, Securities Exchange Act Release No. 64149 (March 30, 2011), 76 FR 18966 (April 6, 2011) (‘‘Rule 10C–1 Proposing Release’’). 4 See E:\FR\FM\28MRN1.SGM 28MRN1 17584 Federal Register / Vol. 79, No. 60 / Friday, March 28, 2014 / Notices with the rule’s requirements regarding compensation committees of listed issuers and related requirements regarding compensation advisers. On June 20, 2012, the Commission adopted Rule 10C–1.5 Exchange Rule 14.1 states that the Exchange extends unlisted trading privileges (‘‘UTP’’) to equity securities listed on another national securities exchange.6 Rule 14.1 further states that, should the Exchange wish to permit the listing of equity securities, pursuant to Rules 14.2 through 14.9, it must first file a proposed rule change with the Commission amending its rules to comply with Rule 10A–3 under the Act, among other requirements.7 Accordingly, the Exchange proposes to add a reference to Rule 10C–1 under the Act, which requires securities exchanges that list equity securities to adopt rules relating to the independence of compensation committees and their advisers.8 In particular, the following change will be made to the text of Rule 14.1(a) (proposed text to be added is underlined): Therefore, the provisions of Rules 14.2 through 14.9 that permit the listing of Equity Securities other than common stock, secondary classes of common stock, preferred stock and similar issues, shares or certificates of beneficial interest of trusts, notes, limited partnership interests, warrants, certificates of deposit for common stock, convertible debt securities, American Depositary Receipts (‘‘ADRs’’), and contingent value rights (‘‘CVRs’’) will not be effective until the Exchange files a proposed rule change under Section 19(b)(2) under the Exchange Act to amend its rules to comply with Rules 10A– 3 and 10C–1 under the Exchange Act and to incorporate qualitative listing criteria, and such proposed rule change is approved by the Commission. mstockstill on DSK4VPTVN1PROD with NOTICES 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,9 in general, and furthers the objectives of Section 6(b)(5) of the Act,10 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The rule 5 See 17 CFR 240.10C–1 and Securities Exchange Act Release No. 67220 (June 20, 2012), 77 FR 38422 (June 27, 2012) (‘‘Rule 10C–1 Adopting Release’’). 6 See Exchange Rule 14.1. 7 Id. 8 17 CFR 240.10C–1. 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(5). VerDate Mar<15>2010 18:57 Mar 27, 2014 Jkt 232001 change will promote these goals by clarifying further the intent of Rule 14.1, which exists to permit the Exchange to extend UTP to stocks that are listed on another national securities exchange pursuant to Section 12(f) of the Act.11 The proposed amendments to Rule 14.1 emphasize that the Exchange will not list securities pursuant to Rules 14.2 through 14.9 until it proposes certain rule changes and those changes are approved by the Commission. The Exchange believes the proposed rule change is consistent with the protection of investors because it clarifies the fact that the Exchange will not list equity securities without first ensuring that its rules comply with Rule 10C–1, which implements Section 10C of the Act. These clarifications will also serve to protect investors and the public interest by preventing confusion about the intent of Rule 14.1. 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, as amended. The proposed rule change simply requires the codification of standards to which compensation committees of listed companies will be held should such companies choose to list their securities on the Exchange if the Exchange were to become a relevant listing exchange. 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 foregoing rule change has become effective pursuant to Section 19(b)(3)(A) 12 of the Act and Rule 19b– 4(f)(6) 13 thereunder. The proposed rule change effects a change that (A) does not significantly affect the protection of investors or the public interest; (B) does not impose any significant burden on competition; and (C) by its terms, does not become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest; 11 15 U.S.C. 78l(f). U.S.C. 78s(b)(3)(A). 13 17 CFR 240.19b–4(f)(6). 12 15 PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 provided that the self-regulatory organization has given 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. The Exchange provided the Commission with 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 (5) business days prior to the date of filing.14 The Exchange has satisfied this requirement [sic]. The Exchange believes that the proposed rule change meets the requirements of Rule 19b–4(f)(6).15 Specifically, the proposal does not significantly affect the protection of investors or the public interest because it simply requires the codification of standards to which compensation committees of listed companies will be held if the Exchange were to become a listing market. Further, it does not involve any novel or complex issue and is substantially similar to the UTP listing rules of the BATS–Y Exchange, Inc. (‘‘BYX’’).16 Furthermore, the proposed rule change benefits investors in that it increases transparency for investors and promotes responsible corporate governance by requiring the codification of standards for compensation committees of listed companies should the Exchange become a primary listing exchange. Accordingly, the Exchange has designated this rule filing as non-controversial under Section 19(b)(3)(A) of the Act17 and paragraph (f)(6) of Rule 19b–4 thereunder.18 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. 14 17 CFR 240.19b–4(f)(6)(iii). CFR 240.19b–4(f)(6). 16 See BYX Rule 14.1. Securities Exchange Act Release No. 70623 (October 8, 2013), 78 FR 6277 (October 22, 2013). 17 15 U.S.C. 78s(b)(3)(A). 18 17 CFR 240.19b– 4(f)(6). 15 17 E:\FR\FM\28MRN1.SGM 28MRN1 Federal Register / Vol. 79, No. 60 / Friday, March 28, 2014 / Notices Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– EDGA–2014–05 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. mstockstill on DSK4VPTVN1PROD with NOTICES All submissions should refer to File Number SR–EDGA–2014–05. 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 (http://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–EDGA– 2014–05, and should be submitted on or before April 18, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–06896 Filed 3–27–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71778; File No. SR– NYSEArca–2014–23) Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change to List and Trade Shares of the iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF Under NYSE Arca Equities Rule 8.600 March 24, 2014. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on March 19, 2014, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘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 The Exchange proposes to list and trade the following under NYSE Arca Equities Rule 8.600 (‘‘Managed Fund Shares’’): iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF. The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, 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, the self-regulatory organization 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 those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. 1 15 U.S.C.78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 19 17 CFR 200.30–3(a)(12). VerDate Mar<15>2010 18:57 Mar 27, 2014 Jkt 232001 PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 17585 A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade shares (‘‘Shares’’) of the following under NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares 4: iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF (each, a ‘‘Fund’’ and collectively, the ‘‘Funds’’). The Shares of the Funds will be offered by iShares U.S. ETF Trust (the ‘‘Trust’’).5. The Trust is registered with the Commission as an open-end management investment company.6 BlackRock Fund Advisors (‘‘BFA’’) will serve as the investment adviser to the Funds (the ‘‘Adviser’’). BFA is an indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock Investments, LLC (the ‘‘Distributor’’) will be the principal underwriter and distributor of the Funds’ Shares. State Street Bank and Trust Company (the 4 A Managed Fund Share is a security that represents an interest in an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as an open-end investment company or similar entity that invests in a portfolio of securities selected by its investment adviser consistent with its investment objectives and policies. In contrast, an open-end investment company that issues Investment Company Units, listed and traded on the Exchange under NYSE Arca Equities Rule 5.2(j)(3), seeks to provide investment results that correspond generally to the price and yield performance of a specific foreign or domestic stock index, fixed income securities index or combination thereof. 5 The Commission has previously approved listing and trading on the Exchange of a number of actively managed funds under Rule 8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR– NYSEArca-2008–31) (order approving Exchange listing and trading of twelve actively-managed funds of the WisdomTree Trust); 60460 (August 7, 2009), 74 FR 41468 (August 17, 2009) (SR– NYSEArca–2009–55) (order approving listing and trading of Dent Tactical ETF); 63076 (October 12, 2010), 75 FR 63874 (October 18, 2010) (SR– NYSEArca–2010–79) (order approving listing and trading of Cambria Global Tactical ETF). 6 The Trust is registered under the 1940 Act. On August 22, 2013, the Trust filed with the Commission post-effective amendments on Form N–1A under the Securities Act of 1933 (15 U.S.C. 77a) and under the 1940 Act relating to the iShares Interest Rate Hedged Corporate Bond ETF (the ‘‘Corporate Bond Registration Statement’’) and the iShares Interest Rate Hedged High Yield Bond ETF (the ‘‘High Yield Registration Statement’’ and together with the Corporate Bond Registration Statement, the ‘‘Registration Statements’’) (File Nos. 333–179904 and 811–22649). The description of the operation of the Trust and the Funds herein is based, in part, on the Registration Statements. In addition, the Commission has issued an order granting certain exemptive relief to the Trust under the 1940 Act. See Investment Company Act Release No. 29571 (File No. 812–13601) (‘‘Exemptive Order’’). E:\FR\FM\28MRN1.SGM 28MRN1

Agencies

[Federal Register Volume 79, Number 60 (Friday, March 28, 2014)]
[Notices]
[Pages 17583-17585]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-06896]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71776; File No. SR-EDGA-2014-05]


Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Add a 
Reference to Rule 10C-1 Under the Exchange Act in EDGA Rule 14.1 
Concerning Unlisted Trading Privileges

March 24, 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 March 12, 2014, EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') 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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

    The Exchange is filing with the Commission a proposal to amend 
Exchange Rule 14.1 to make clear that the Exchange will not list equity 
securities without first ensuring that its rules comply with Rule 10C-1 
under the Act (``Rule 10C-1''). The text of the proposed rule change is 
available on the Exchange's Internet Web site at www.directedge.com, at 
the Exchange's principal office, and at the Public Reference Room of 
the Commission.

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

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

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

1. Purpose
    The Exchange proposes to amend Exchange Rule 14.1 to make clear 
that the Exchange will not list equity securities without first 
ensuring that its rules comply with Rule 10C-1.
    On March 30, 2011, to implement Section 10C of the Act, as added by 
Section 952 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act of 2010,\3\ the Commission proposed Rule 10C-1 under the 
Act,\4\ which directs each national securities exchange to prohibit the 
listing of any equity security of any issuer, with certain exceptions, 
that does not comply

[[Page 17584]]

with the rule's requirements regarding compensation committees of 
listed issuers and related requirements regarding compensation 
advisers. On June 20, 2012, the Commission adopted Rule 10C-1.\5\
---------------------------------------------------------------------------

    \3\ Public Law 111-203, 124 Stat. 1900 (2010).
    \4\ See Securities Act Release No. 9199, Securities Exchange Act 
Release No. 64149 (March 30, 2011), 76 FR 18966 (April 6, 2011) 
(``Rule 10C-1 Proposing Release'').
    \5\ See 17 CFR 240.10C-1 and Securities Exchange Act Release No. 
67220 (June 20, 2012), 77 FR 38422 (June 27, 2012) (``Rule 10C-1 
Adopting Release'').
---------------------------------------------------------------------------

    Exchange Rule 14.1 states that the Exchange extends unlisted 
trading privileges (``UTP'') to equity securities listed on another 
national securities exchange.\6\ Rule 14.1 further states that, should 
the Exchange wish to permit the listing of equity securities, pursuant 
to Rules 14.2 through 14.9, it must first file a proposed rule change 
with the Commission amending its rules to comply with Rule 10A-3 under 
the Act, among other requirements.\7\ Accordingly, the Exchange 
proposes to add a reference to Rule 10C-1 under the Act, which requires 
securities exchanges that list equity securities to adopt rules 
relating to the independence of compensation committees and their 
advisers.\8\ In particular, the following change will be made to the 
text of Rule 14.1(a) (proposed text to be added is underlined):
---------------------------------------------------------------------------

    \6\ See Exchange Rule 14.1.
    \7\ Id.
    \8\ 17 CFR 240.10C-1.

    Therefore, the provisions of Rules 14.2 through 14.9 that permit 
the listing of Equity Securities other than common stock, secondary 
classes of common stock, preferred stock and similar issues, shares 
or certificates of beneficial interest of trusts, notes, limited 
partnership interests, warrants, certificates of deposit for common 
stock, convertible debt securities, American Depositary Receipts 
(``ADRs''), and contingent value rights (``CVRs'') will not be 
effective until the Exchange files a proposed rule change under 
Section 19(b)(2) under the Exchange Act to amend its rules to comply 
with Rules 10A-3 and 10C-1 under the Exchange Act and to incorporate 
qualitative listing criteria, and such proposed rule change is 
approved by the Commission.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\9\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\10\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The rule change will promote 
these goals by clarifying further the intent of Rule 14.1, which exists 
to permit the Exchange to extend UTP to stocks that are listed on 
another national securities exchange pursuant to Section 12(f) of the 
Act.\11\ The proposed amendments to Rule 14.1 emphasize that the 
Exchange will not list securities pursuant to Rules 14.2 through 14.9 
until it proposes certain rule changes and those changes are approved 
by the Commission. The Exchange believes the proposed rule change is 
consistent with the protection of investors because it clarifies the 
fact that the Exchange will not list equity securities without first 
ensuring that its rules comply with Rule 10C-1, which implements 
Section 10C of the Act. These clarifications will also serve to protect 
investors and the public interest by preventing confusion about the 
intent of Rule 14.1.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ 15 U.S.C. 78l(f).
---------------------------------------------------------------------------

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, as amended. The proposed 
rule change simply requires the codification of standards to which 
compensation committees of listed companies will be held should such 
companies choose to list their securities on the Exchange if the 
Exchange were to become a relevant listing exchange.

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 foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) \12\  of the Act and Rule 19b-4(f)(6) \13\ thereunder. The 
proposed rule change effects a change that (A) does not significantly 
affect the protection of investors or the public interest; (B) does not 
impose any significant burden on competition; and (C) by its terms, 
does not become operative for 30 days after the date of the filing, or 
such shorter time as the Commission may designate if consistent with 
the protection of investors and the public interest; provided that the 
self-regulatory organization has given 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.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    The Exchange provided the Commission with 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 (5) business days 
prior to the date of filing.\14\ The Exchange has satisfied this 
requirement [sic].
---------------------------------------------------------------------------

    \14\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change meets the 
requirements of Rule 19b-4(f)(6).\15\ Specifically, the proposal does 
not significantly affect the protection of investors or the public 
interest because it simply requires the codification of standards to 
which compensation committees of listed companies will be held if the 
Exchange were to become a listing market. Further, it does not involve 
any novel or complex issue and is substantially similar to the UTP 
listing rules of the BATS-Y Exchange, Inc. (``BYX'').\16\ Furthermore, 
the proposed rule change benefits investors in that it increases 
transparency for investors and promotes responsible corporate 
governance by requiring the codification of standards for compensation 
committees of listed companies should the Exchange become a primary 
listing exchange. Accordingly, the Exchange has designated this rule 
filing as non-controversial under Section 19(b)(3)(A) of the Act\17\ 
and paragraph (f)(6) of Rule 19b-4 thereunder.\18\
---------------------------------------------------------------------------

    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ See BYX Rule 14.1. Securities Exchange Act Release No. 
70623 (October 8, 2013), 78 FR 6277 (October 22, 2013).
    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b- 4(f)(6).
---------------------------------------------------------------------------

    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.

[[Page 17585]]

Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-EDGA-2014-05 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-EDGA-2014-05. 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 (http://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-EDGA-2014-05, and should be 
submitted on or before April 18, 2014.
---------------------------------------------------------------------------

    \19\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-06896 Filed 3-27-14; 8:45 am]
BILLING CODE 8011-01-P