Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Rule 4120(c)(8) With Respect to Initial Pricing of Certain Securities Not Subject to an Initial Public Offering, 21829-21831 [2014-08684]
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Federal Register / Vol. 79, No. 74 / Thursday, April 17, 2014 / Notices
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. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposal is
consistent with the Act. Comments may
be submitted by any of the following
methods:
TKELLEY on DSK3SPTVN1PROD with NOTICES
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 No. SR–
BATS–2014–010 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 No.
SR–BATS–2014–010. 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 will also 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
VerDate Mar<15>2010
17:28 Apr 16, 2014
Jkt 232001
information that you wish to make
available publicly. All submissions
should refer to File No. SR–BATS–
2014–010 and should be submitted on
or before May 8, 2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2014–08688 Filed 4–16–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–71931; File No.
SR–NASDAQ–2014–032]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Adopt Rule
4120(c)(8) With Respect to Initial
Pricing of Certain Securities Not
Subject to an Initial Public Offering
April 11, 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 April 7,
2014, The NASDAQ Stock Market LLC
(‘‘NASDAQ’’ or ‘‘Exchange’’), filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. 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 adopt Rule
4120(c)(8). Such rule will allow, under
certain circumstances, the process for
halting and initial pricing of a security
that is the subject of an initial public
offering to be used for the initial pricing
of other securities that have not been
listed on a national securities exchange
or traded on the over-the-counter market
pursuant to FINRA Form 211
immediately prior to the initial pricing.
NASDAQ proposes to implement the
change immediately.
The text of the proposed rule change
is below. Proposed new language is in
italics; proposed deletions are in
brackets.
*
*
*
*
*
18 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
21829
4120. Limit Up-Limit Down Plan and
Trading Halts
(a)–(b) No change.
(c) Procedure for Initiating and
Terminating a Trading Halt
(1)–(7) No change.
(8) For purposes of this Rule and Rule
4753, the process for halting and initial
pricing of a security that is the subject
of an initial public offering shall also be
available for the initial pricing of any
other security that has not been listed
on a national securities exchange or
traded in the over-the-counter market
pursuant to FINRA Form 211
immediately prior to the initial pricing,
provided that a broker-dealer serving in
the role of financial advisor to the issuer
of the securities being listed is willing to
perform the functions under Rule
4120(c)(7)(B) that are performed by an
underwriter with respect to an initial
public offering.
*
*
*
*
*
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
Exchange 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
Exchange 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
Rule 4120 to add a new Rule 4120(c)(8)
to modify the process by which trading
commences in the securities of certain
companies listing on NASDAQ that are
not conducting an initial public offering
of securities (‘‘IPO’’) at the time of
listing on NASDAQ. Under the
proposed amendment, securities of
companies that have not previously
been listed on a national securities
exchange or traded in the over the
counter market immediately prior to
listing on NASDAQ could also be
launched for trading using the same
crossing mechanism currently available
for IPOs.
Securities of companies listing on
NASDAQ in an IPO are released for
trading in the IPO Halt Cross process
outlined in Rule 4120(c)(7)(B) and (C)
E:\FR\FM\17APN1.SGM
17APN1
TKELLEY on DSK3SPTVN1PROD with NOTICES
21830
Federal Register / Vol. 79, No. 74 / Thursday, April 17, 2014 / Notices
and Rule 4753. The IPO Halt Cross is
designed to facilitate an orderly start to
trading in an unseasoned security by
providing additional time for quoting
activity prior to launch (at least 15
minutes) and allowing significant
underwriter involvement in determining
when to launch trading. The IPO is
released when the following two
conditions are simultaneously met:
• Nasdaq receives notice from the
underwriter of the IPO that the security
is ready to trade, and
• There is no order imbalance in the
security (as defined in the rule).
In administering the IPO cross process
since 2006, NASDAQ has found that
underwriters possess valuable
information about the pending IPO
given their unique position in the
market, including the status of IPO
orders on the underwriter’s book. We
believe the process has worked
successfully in providing a stable
environment at the time trading
commences.
By contrast, the securities of
companies that list on NASDAQ that are
not conducting IPOs are launched using
a different crossing mechanism. These
securities are released using the same
Halt Cross used whenever securities are
halted on NASDAQ for any reason. This
process, outlined in Rule 4120(c)(7)(A),
has a shorter quoting period (five
minutes) and provides no ability to
extend the quoting period in the event
trading interest or volatility in the
market appears likely to have a material
impact the security, unless there is an
order imbalance as defined in the rule.
While this process has worked
reasonably well for most issuers listing
on NASDAQ for the first time, there
have been situations where unseasoned
issues have been subject to significant
price fluctuation due to limited market
interest, confusion about certain aspects
of the security or other unforeseen
circumstances.
NASDAQ believes that it is important
to extend the safeguards contained in
the IPO Halt Cross to unseasoned
issuers that have not previously been
listed on a national securities exchange
or traded in the over-the-counter market
pursuant to FINRA Form 211
immediately prior to trading on
NASDAQ.3 As proposed in Rule
4120(c)(8), these securities would
become eligible for the IPO Halt Cross.
In situations where the issuer is not
conducting an offering of securities at
the time of listing, NASDAQ proposes
that a broker-dealer serving in the role
3 FINRA Form 211 is used by a member firm to
request the exemption afforded by Rule 15c2–11 to
trade a security on the over-the-counter markets.
VerDate Mar<15>2010
17:28 Apr 16, 2014
Jkt 232001
of financial advisor to the issuer would,
if willing, serve in the same capacity
under the rule as the underwriter for
purposes of IPOs. NASDAQ believes
such an advisor, with market knowledge
of the book and an understanding of the
company and its security, would be well
placed to provide advice on when the
security should be released for trading.
Other issuers coming to NASDAQ that
did not meet the terms of Rule
4120(c)(8) would continue to commence
trading under Rule 4120(c)(7)(A).
NASDAQ believes that these seasoned
issuers, which previously traded on
other national securities exchange or in
the over-the-counter market, do not
present the same concerns as the
unseasoned issuers covered by the
proposal.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the provisions of Section 6 of the Act,4
in general, and with Section 6(b)(5) of
the Act,5 in particular, in that it is
designed to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transaction in securities,
to remove impediments to and perfect
the mechanism of a free and open
market and a national market system
and, in general, to protect investors and
the public interest. The proposed rule
change promotes this goal by providing
a mechanism to promote the orderly
opening of trading in a security that is
not the subject of an IPO, but that has
not been listed on a national securities
exchange or traded in the over-thecounter market pursuant to FINRA Form
211 immediately prior to the initiation
of trading on NASDAQ. NASDAQ
believes that its IPO Cross is well suited
for use in such circumstances, provided
a broker-dealer that is serving in the
capacity of financial advisor to the
issuer is willing to perform the
functions under Rule 4120(c)(7)(B) with
respect to the timing of the initiation of
trading that are normally performed by
the underwriter. NASDAQ believes that
the rule change will promote fair and
orderly markets by helping to protect
against volatility in the pricing and
initial trading of the unseasoned
securities covered by the proposed rule
change.
4 15
5 15
PO 00000
U.S.C. 78f.
U.S.C. 78f(b)(5).
Frm 00120
Fmt 4703
Sfmt 4703
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will result in
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
Specifically, NASDAQ believes that the
change is not relevant to competition,
but rather is designed to promote fair
and orderly markets. The change does
not impact the ability of any market
participant or trading venue to compete.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change
does not (i) Significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 6 and Rule 19b–4(f)(6)(iii)
thereunder.7
The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. The Exchange believes that
waiver of the operative delay will
immediately promote orderly trading
and reduce potential volatility in an
initial trading. For these reasons, the
Commission believes that waiver of the
30-day operative delay is consistent
with the protection of investors and the
public interest. Therefore, the
Commission designates the proposed
rule change to be operative upon filing.8
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
6 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6)(iii). As required under
Rule 19b–4(f)(6)(iii), the Exchange provided the
Commission with written notice of its intent to file
the proposed rule change, along with a brief
description and the 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.
8 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
7 17
E:\FR\FM\17APN1.SGM
17APN1
Federal Register / Vol. 79, No. 74 / Thursday, April 17, 2014 / Notices
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. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or 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:
TKELLEY on DSK3SPTVN1PROD with NOTICES
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–2014–032 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–NASDAQ–2014–032. 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
VerDate Mar<15>2010
17:28 Apr 16, 2014
Jkt 232001
should refer to File Number SR–
NASDAQ–2014–032, and should be
submitted on or before May 8, 2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2014–08684 Filed 4–16–14; 8:45 am]
BILLING CODE 8011–01–P
SOCIAL SECURITY ADMINISTRATION
[Docket No. 2013–0049]
Elimination of the Social Security
Administration’s Letter Forwarding
Service
AGENCY:
Social Security Administration
(SSA).
21831
locator resources via free social media
Web sites and for pay locator services.
The public now has widespread access
to the Internet and the ability to locate
individuals without relying on our letter
forwarding services. Based on the
availability of the alternative locator
resources and the effects it would be as
a cost saving measure, we are
discontinuing the letter forwarding
service. This decision is in line with the
Internal Revenue Service, which
successfully eliminated part of its letter
forwarding workload as of August 31,
2012.
Dated: April 11, 2014.
Esset Tate,
Project Manager, Office of Public Service and
Operations Support.
[FR Doc. 2014–08808 Filed 4–16–14; 8:45 am]
BILLING CODE 4191–02–P
Notice of discontinuation of the
letter forwarding service.
ACTION:
Letter Forwarding is a service
we provided to the public since 1945. It
is not a program related activity under
the Social Security Act (Act). Therefore,
we will stop the letter forwarding
service.
DATES: The cessation date for letter
forwarding services is May 19, 2014.
FOR FURTHER INFORMATION CONTACT:
Esset Tate, Office of Public Service and
Operations Support, Social Security
Administration, 6401 Security
Boulevard, Baltimore, MD 21235–6401,
[410–966–8502].
SUPPLEMENTARY INFORMATION: We
provided the letter forwarding service to
the public since 1945. The inquirer can
be an individual, private organization,
or government agency. We provide
limited service if it does not interfere
with the Agency’s ability to effectively
and efficiently carry out its statutory
responsibilities under the Act. SSA
processes the following types of letter
forwarding requests (free and for a fee).
• Humanitarian (free)—when the
health or welfare of an individual is at
risk and the requestor provides a
compelling reason to show the person
would want to be aware of the
circumstances. In addition, when an
immediate family member (e.g., parent,
sibling) is seeking to re-establish contact
with another immediate family member.
• Monetary purpose (fee $35 in fiscal
year (FY) 2013)—situations in which the
individual sought is due something of
value, and it is reasonable to assume
that he or she is not aware that the asset
is due.
New Information: In recent years, the
internet offers a rapid expansion of
SUMMARY:
9 17
PO 00000
CFR 200.30–3(a)(12).
Frm 00121
Fmt 4703
Sfmt 4703
DEPARTMENT OF TRANSPORTATION
Office of the Secretary
Notice of Applications for Certificates
of Public Convenience and Necessity
and Foreign Air Carrier Permits Filed
Under Subpart B (Formerly Subpart Q)
During the Week Ending April 5, 2014
The following Applications for
Certificates of Public Convenience and
Necessity and Foreign Air Carrier
Permits were filed under Subpart B
(formerly Subpart Q) of the Department
of Transportation’s Procedural
Regulations (See 14 CFR 301.201 et.
seq.). The due date for Answers,
Conforming Applications, or Motions to
Modify Scope are set forth below for
each application. Following the Answer
period DOT may process the application
by expedited procedures. Such
procedures may consist of the adoption
of a show-cause order, a tentative order,
or in appropriate cases a final order
without further proceedings.
Docket Number: DOT–OST–2014–
0046.
Date Filed: April 2, 2014.
Due Date for Answers, Conforming
Applications, or Motion To Modify
Scope: April 23, 2014.
Description: Application of Eurolot
S.A. (‘‘Eurolot’’) requesting a foreign air
carrier permit to enable Eurolot,
consistent with the open skies, U.S.European Union (‘‘EU’’) Air Transport
Agreement, to provide: (i) Foreign
scheduled and charter air transportation
of persons, property, and mail from any
point or points behind any Member
State of the European Union, via any
point or points in any Member State and
via intermediate points to any point or
points in the United States and beyond;
E:\FR\FM\17APN1.SGM
17APN1
]]>Agencies
[Federal Register Volume 79, Number 74 (Thursday, April 17, 2014)]
[Notices]
[Pages 21829-21831]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-08684]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71931; File No. SR-NASDAQ-2014-032]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt Rule 4120(c)(8) With Respect to Initial Pricing of Certain
Securities Not Subject to an Initial Public Offering
April 11, 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 April 7, 2014, The NASDAQ Stock Market LLC (``NASDAQ'' or
``Exchange''), filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. 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 proposes to adopt Rule 4120(c)(8). Such rule will
allow, under certain circumstances, the process for halting and initial
pricing of a security that is the subject of an initial public offering
to be used for the initial pricing of other securities that have not
been listed on a national securities exchange or traded on the over-
the-counter market pursuant to FINRA Form 211 immediately prior to the
initial pricing. NASDAQ proposes to implement the change immediately.
The text of the proposed rule change is below. Proposed new
language is in italics; proposed deletions are in brackets.
* * * * *
4120. Limit Up-Limit Down Plan and Trading Halts
(a)-(b) No change.
(c) Procedure for Initiating and Terminating a Trading Halt
(1)-(7) No change.
(8) For purposes of this Rule and Rule 4753, the process for
halting and initial pricing of a security that is the subject of an
initial public offering shall also be available for the initial pricing
of any other security that has not been listed on a national securities
exchange or traded in the over-the-counter market pursuant to FINRA
Form 211 immediately prior to the initial pricing, provided that a
broker-dealer serving in the role of financial advisor to the issuer of
the securities being listed is willing to perform the functions under
Rule 4120(c)(7)(B) that are performed by an underwriter with respect to
an initial public offering.
* * * * *
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 Exchange 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 Exchange 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 Rule 4120 to add a new Rule
4120(c)(8) to modify the process by which trading commences in the
securities of certain companies listing on NASDAQ that are not
conducting an initial public offering of securities (``IPO'') at the
time of listing on NASDAQ. Under the proposed amendment, securities of
companies that have not previously been listed on a national securities
exchange or traded in the over the counter market immediately prior to
listing on NASDAQ could also be launched for trading using the same
crossing mechanism currently available for IPOs.
Securities of companies listing on NASDAQ in an IPO are released
for trading in the IPO Halt Cross process outlined in Rule
4120(c)(7)(B) and (C)
[[Page 21830]]
and Rule 4753. The IPO Halt Cross is designed to facilitate an orderly
start to trading in an unseasoned security by providing additional time
for quoting activity prior to launch (at least 15 minutes) and allowing
significant underwriter involvement in determining when to launch
trading. The IPO is released when the following two conditions are
simultaneously met:
Nasdaq receives notice from the underwriter of the IPO
that the security is ready to trade, and
There is no order imbalance in the security (as defined in
the rule).
In administering the IPO cross process since 2006, NASDAQ has found
that underwriters possess valuable information about the pending IPO
given their unique position in the market, including the status of IPO
orders on the underwriter's book. We believe the process has worked
successfully in providing a stable environment at the time trading
commences.
By contrast, the securities of companies that list on NASDAQ that
are not conducting IPOs are launched using a different crossing
mechanism. These securities are released using the same Halt Cross used
whenever securities are halted on NASDAQ for any reason. This process,
outlined in Rule 4120(c)(7)(A), has a shorter quoting period (five
minutes) and provides no ability to extend the quoting period in the
event trading interest or volatility in the market appears likely to
have a material impact the security, unless there is an order imbalance
as defined in the rule. While this process has worked reasonably well
for most issuers listing on NASDAQ for the first time, there have been
situations where unseasoned issues have been subject to significant
price fluctuation due to limited market interest, confusion about
certain aspects of the security or other unforeseen circumstances.
NASDAQ believes that it is important to extend the safeguards
contained in the IPO Halt Cross to unseasoned issuers that have not
previously been listed on a national securities exchange or traded in
the over-the-counter market pursuant to FINRA Form 211 immediately
prior to trading on NASDAQ.\3\ As proposed in Rule 4120(c)(8), these
securities would become eligible for the IPO Halt Cross. In situations
where the issuer is not conducting an offering of securities at the
time of listing, NASDAQ proposes that a broker-dealer serving in the
role of financial advisor to the issuer would, if willing, serve in the
same capacity under the rule as the underwriter for purposes of IPOs.
NASDAQ believes such an advisor, with market knowledge of the book and
an understanding of the company and its security, would be well placed
to provide advice on when the security should be released for trading.
Other issuers coming to NASDAQ that did not meet the terms of Rule
4120(c)(8) would continue to commence trading under Rule 4120(c)(7)(A).
NASDAQ believes that these seasoned issuers, which previously traded on
other national securities exchange or in the over-the-counter market,
do not present the same concerns as the unseasoned issuers covered by
the proposal.
---------------------------------------------------------------------------
\3\ FINRA Form 211 is used by a member firm to request the
exemption afforded by Rule 15c2-11 to trade a security on the over-
the-counter markets.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\4\ in general, and with
Section 6(b)(5) of the Act,\5\ in particular, in that it is designed to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transaction in securities, to remove impediments to and perfect the
mechanism of a free and open market and a national market system and,
in general, to protect investors and the public interest. The proposed
rule change promotes this goal by providing a mechanism to promote the
orderly opening of trading in a security that is not the subject of an
IPO, but that has not been listed on a national securities exchange or
traded in the over-the-counter market pursuant to FINRA Form 211
immediately prior to the initiation of trading on NASDAQ. NASDAQ
believes that its IPO Cross is well suited for use in such
circumstances, provided a broker-dealer that is serving in the capacity
of financial advisor to the issuer is willing to perform the functions
under Rule 4120(c)(7)(B) with respect to the timing of the initiation
of trading that are normally performed by the underwriter. NASDAQ
believes that the rule change will promote fair and orderly markets by
helping to protect against volatility in the pricing and initial
trading of the unseasoned securities covered by the proposed rule
change.
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\4\ 15 U.S.C. 78f.
\5\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended.
Specifically, NASDAQ believes that the change is not relevant to
competition, but rather is designed to promote fair and orderly
markets. The change does not impact the ability of any market
participant or trading venue to compete.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change does not (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate if consistent with the protection of investors
and the public interest, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act \6\ and Rule 19b-
4(f)(6)(iii) thereunder.\7\
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\6\ 15 U.S.C. 78s(b)(3)(A).
\7\ 17 CFR 240.19b-4(f)(6)(iii). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the 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.
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The Exchange has asked the Commission to waive the 30-day operative
delay so that the proposal may become operative immediately upon
filing. The Exchange believes that waiver of the operative delay will
immediately promote orderly trading and reduce potential volatility in
an initial trading. For these reasons, the Commission believes that
waiver of the 30-day operative delay is consistent with the protection
of investors and the public interest. Therefore, the Commission
designates the proposed rule change to be operative upon filing.\8\
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\8\ For purposes only of waiving the 30-day operative delay, the
Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may
[[Page 21831]]
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. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or 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-2014-032 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-NASDAQ-2014-032. 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-2014-032, and should
be submitted on or before May 8, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2014-08684 Filed 4-16-14; 8:45 am]
BILLING CODE 8011-01-P
