Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Partial Amendment No. 2 to Proposed Rule Change To Adopt FINRA Capital Acquisition Broker Rules, 44372-44373 [2016-16110]
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44372
Federal Register / Vol. 81, No. 130 / Thursday, July 7, 2016 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–16035 Filed 7–6–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–78220; File No. SR–FINRA–
2015–054]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of
Partial Amendment No. 2 to Proposed
Rule Change To Adopt FINRA Capital
Acquisition Broker Rules
July 1, 2016.
I. Introduction
On December 4, 2015, Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) filed with the Securities and
Exchange Commission (the ‘‘SEC’’ or
‘‘Commission’’) proposed rule change
SR–FINRA–2015–054, pursuant to
which FINRA proposed to adopt a rule
set that would apply exclusively to
firms that meet the definition of ‘‘capital
acquisition broker’’ (‘‘CAB’’) and that
elect to be governed under this rule set
(collectively, the ‘‘CAB Rules’’).
The Commission published the
proposed rule change for public
comment in the Federal Register on
December 23, 2015.1 The Commission
received 17 comments in response to
the proposed rule change.2 On March
21 17
CFR 200.30–3(a)(12).
Exchange Act Release No. 76675
(December 17, 2015), 80 FR 79969 (December 23,
2015) (Notice of Filing File No. SR–FINRA–2015–
054).
2 Letters from Roger W. Mehle, Chairman and
CEO, Archates Capital Advisors LLC, dated
December 29, 2015; Daniel H. Kolber, President/
CEO, Intellivest Securities, Inc., dated December 30,
2016; Arne Rovell, Coronado Investments, LLC,
dated January 6, 2016; Donna DiMaria, Chairman of
the Board of Directors, and Lisa Roth, Board of
Directors, Third Party Marketers Association, dated
January 12, 2016; Frank P. L. Minard, Managing
Partner, XT Capital Partners, LLC, dated January 12,
2016; Timothy Cahill, President, Compass
Securities Corporation, dated January 13, 2016;
Mark Fairbanks, President, Foreside Distributors,
dated January 13, 2016; Dan Glusker, Perkins Fund
Marketing, LLC, dated January 13, 2016; Steven
Jafarzadeh, CAIA, Managing Director, CCO Partner,
Stonehaven, dated January 13, 2016; Richard A.
Murphy, Manager, North Bridge Capital LLC, dated
January 13, 2016; Ron Oldenkamp, President,
Genesis Marketing Group, dated January 13, 2016;
Michael S. Quinn, Member and CCO, Q Advisors
LLC, dated January 13, 2016; Lisa Roth, President,
Monahan & Roth, LLC, dated January 13, 2016;
Howard Spindel, Senior Managing Director, and
Cassondra E. Joseph, Managing Director, Integrated
Management Solutions USA LLC, dated January 13,
2016; Sajan K. Thomas, President, and Stephen J.
srobinson on DSK5SPTVN1PROD with NOTICES
1 Securities
VerDate Sep<11>2014
17:23 Jul 06, 2016
Jkt 238001
23, 2016, the Commission published in
the Federal Register an order to solicit
comments on the proposed rule change
and to institute proceedings pursuant to
Section 19(b)(2)(B) of the Securities
Exchange Act of 1934 (the ‘‘Exchange
Act’’) 3 to determine whether to approve
or disapprove the proposed rule
change.4 The Commission received one
comment in response to the Order
Instituting Proceedings.5
In response to comments on the
Notice of Filing, on March 29, 2016,
FINRA filed Partial Amendment No. 1,
which amended proposed CAB Rule
016(c)(2) to clarify that the definition of
‘‘capital acquisition broker’’ does not
include any broker or dealer that effects
securities transactions that would
require the broker or dealer to report the
transaction under the FINRA Rules 6300
Series, 6400 Series, 6500 Series, 6600
Series, 6600 Series, 6700 Series, 7300
Series or 7400 Series. The Commission
published Partial Amendment No. 1 for
comment in the Federal Register on
April 15, 2016.6 The Commission
received one comment in response to
the Partial Amendment No. 1.7
On June 28, 2016, FINRA filed Partial
Amendment No. 2 to its proposed rule
change in response to comments on the
Notice of Filing. Partial Amendment No.
2 is described in Item II below, which
has been prepared by FINRA. The
Commission is publishing this notice to
solicit comments on Partial Amendment
No. 2 from interested persons.
II. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Amendment
In response to comments on the
Notice of Filing, the Order Instituting
Proceedings, and Partial Amendment
No. 1, FINRA filed this Partial
Amendment No. 2 to amend proposed
CAB Rule 016(c)(1)(F) regarding a CAB’s
authority to engage in qualifying,
identifying, soliciting, or acting as a
placement agent or finder in connection
Myott, Chief Compliance Officer, Thomas Capital
Group, Inc., dated January 13, 2016; Judith M.
Shaw, President, North American Securities
Administrators Association, Inc., dated January 15,
2016; and Peter W. LaVigne, Esq., Chair, Securities
Regulation Committee, Business Law Section, New
York State Bar Association, dated January 22, 2016.
3 15 U.S.C. 78s(b)(2)(B).
4 Securities Exchange Act Release No. 77391
(March 17, 2016), 81 FR 15588 (March 23, 2016)
(Order Instituting Proceedings on File No. SR–
FINRA–2015–054).
5 Letter from Howard Spindel, Senior Managing
Director, and Cassondra E. Joseph, Managing
Director, Integrated Solutions, dated April 8, 2016.
6 Securities Exchange Act Release No. 77581
(April 11, 2016), 81 FR 22333 (April 15, 2016)
(Notice of Filing of Partial Amendment No. 1 to File
No. SR–FINRA–2015–054).
7 Letter from Anonymous dated May 3, 2016.
PO 00000
Frm 00115
Fmt 4703
Sfmt 4703
with unregistered securities
transactions. As revised by Partial
Amendment No. 2, a CAB would be
permitted to engage in:
qualifying, identifying, soliciting, or acting as
a placement agent or finder (i) on behalf of
an issuer in connection with a sale of newlyissued, unregistered securities to institutional
investors or (ii) on behalf of an issuer or a
control person in connection with a change
of control of a privately-held company. For
purposes of this subparagraph a ‘‘control
person’’ is a person who has the power to
direct the management or policies of a
company through ownership of securities, by
contract, or otherwise. Control will be
presumed to exist if, before the transaction,
the person has the right to vote or the power
to sell or direct the sale of 25% or more of
a class of voting securities or in the case of
a partnership or limited liability company
has the right to receive upon dissolution or
has contributed 25% or more of the capital.
For purposes of this subparagraph a
‘‘privately-held company’’ is a company that
does not have any class of securities
registered, or required to be registered, with
the Securities and Exchange Commission
under Section 12 of the Exchange Act or with
respect to which the company files, or is
required to file, periodic information,
documents, or reports under Section 15(d) of
the Exchange Act.
The purpose of this proposed rule
change is to provide a rule set for
member firms that advise companies on
mergers and acquisitions, advise issuers
on raising debt and equity capital in
private placements with institutional
investors, or provide advisory services
on a consulting basis to companies that
need assistance analyzing their strategic
and financial alternatives. Consistent
with this purpose, this amendment
would narrow the range of activities that
a CAB would be permitted to engage in
with regard to securities transactions
involving institutional investors.
Previously proposed CAB Rule
016(c)(1)(F) would have permitted a
CAB to engage in qualifying,
identifying, soliciting, or acting as a
placement agent or finder with respect
to institutional investors in connection
with purchases or sales of unregistered
securities. This authority would have
been limited by proposed CAB Rule
016(c)(2), which would have prohibited
CABs from effecting securities
transactions that would require the
broker or dealer to report the transaction
under the FINRA trade reporting rules.8
As amended, a CAB would be
permitted to engage in qualifying,
identifying, soliciting, or acting as a
placement agent or finder (i) on behalf
of an issuer in connection with a sale of
8 FINRA Rules 6300 Series, 6400 Series, 6500
Series, 6600 Series, 6700 Series, 7300 Series and
7400 Series.
E:\FR\FM\07JYN1.SGM
07JYN1
Federal Register / Vol. 81, No. 130 / Thursday, July 7, 2016 / Notices
newly-issued, unregistered securities to
institutional investors or (ii) on behalf of
an issuer or a control person in
connection with a change of control of
a privately-held company. ‘‘Control’’
and ‘‘privately-held company’’ would
have the same meanings as those terms
had in the SEC staff’s 2014 M&A Brokers
no-action letter.9
Accordingly, under revised proposed
CAB Rule 016(c)(1)(F), a CAB would be
permitted to qualify, identify, solicit or
act as a placement or agent only in two
circumstances. First, a CAB could
perform these functions on behalf of an
issuer in connection with an initial
offering of unregistered securities to
institutional investors (as such term is
defined in proposed CAB Rule 016(i)).
Second, a CAB could perform these
functions on behalf of an issuer or
control person in connection with an
initial or secondary securities
transaction related to a change of
control of a privately-held company.
Except as described in proposed CAB
Rules 016(c)(1)(F)(ii) and 016(c)(1)(G),10
a CAB would not otherwise be
permitted to engage in qualifying,
identifying, soliciting, or acting as a
placement agent or finder in connection
with secondary securities transactions.
With this Partial Amendment No. 2,
FINRA included (1) Exhibit 4, which
reflects changes to the text of the
proposed rule change pursuant to this
Partial Amendment No. 2, marked to
show additions to the text as proposed
in the original filing as amended by
Partial Amendment No. 1; and (2)
Exhibit 5, which reflects the changes to
the current rule text that are proposed
in the proposed rule change, as
amended by this Partial Amendment
No. 2.
srobinson on DSK5SPTVN1PROD with NOTICES
III. Date of Effectiveness of the
Proposed Rule Change as Modified by
Partial Amendments No. 1 and No. 2
and Timing for Commission Action
Within 180 days after the date of
publication of the initial Notice of Filing
in the Federal Register or within such
longer period up to an additional 60
days (i) as the Commission may
9 See M&A Brokers, 2014 SEC No-Act LEXIS 92
(January 31, 2014).
10 Proposed CAB Rule 016(c)(1)(G) would allow a
CAB to effect securities transactions solely in
connection with the transfer of ownership and
control of a privately-held company through the
purchase, sale, exchange, issuance, repurchase, or
redemption of, or a business combination involving,
securities or assets of the company, to a buyer that
will actively operate the company or the business
conducted with the assets of the company, in
accordance with the terms and conditions of an SEC
rule, release, interpretation or no-action letter that
permits a person to engage in such activities
without having to register as a broker or dealer
pursuant to Section 15(b) of the Exchange Act.
VerDate Sep<11>2014
17:23 Jul 06, 2016
Jkt 238001
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will issue an
order approving or disapproving such
proposed rule change, as amended.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change, as amended by Partial
Amendment No. 2, is consistent with
the Exchange 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–
FINRA–2015–054 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–FINRA–2015–054. 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 FINRA.
All comments received will be posted
without change. The Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
PO 00000
Frm 00116
Fmt 4703
Sfmt 4703
44373
Number SR–FINRA–2015–054 and
should be submitted on or before July
18, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Brent J. Fields,
Secretary.
[FR Doc. 2016–16110 Filed 7–6–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–78199; File No. SR–BX–
2016–035]
Self-Regulatory Organizations;
NASDAQ BX, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change to the Professional
Designation
June 30, 2016.
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 June 17,
2016, NASDAQ BX, Inc. (Exchange’’)
filed with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I and II, below, which Items
have been prepared by 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 Substance of
the Proposed Rule Change
The Exchange proposes to amend
Exchange Rules at Chapter I, Section 1,
entitled ‘‘Definitions’’ to add specificity
to the definition of a Professional with
respect to the manner in which the
volume threshold will be calculated by
the Exchange.
The text of the proposed rule change
is available on the Exchange’s Web site
at https://
nasdaqomxbx.cchwallstreet.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
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
11 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
E:\FR\FM\07JYN1.SGM
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Agencies
[Federal Register Volume 81, Number 130 (Thursday, July 7, 2016)]
[Notices]
[Pages 44372-44373]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-16110]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-78220; File No. SR-FINRA-2015-054]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Partial Amendment No. 2 to
Proposed Rule Change To Adopt FINRA Capital Acquisition Broker Rules
July 1, 2016.
I. Introduction
On December 4, 2015, Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission (the
``SEC'' or ``Commission'') proposed rule change SR-FINRA-2015-054,
pursuant to which FINRA proposed to adopt a rule set that would apply
exclusively to firms that meet the definition of ``capital acquisition
broker'' (``CAB'') and that elect to be governed under this rule set
(collectively, the ``CAB Rules'').
The Commission published the proposed rule change for public
comment in the Federal Register on December 23, 2015.\1\ The Commission
received 17 comments in response to the proposed rule change.\2\ On
March 23, 2016, the Commission published in the Federal Register an
order to solicit comments on the proposed rule change and to institute
proceedings pursuant to Section 19(b)(2)(B) of the Securities Exchange
Act of 1934 (the ``Exchange Act'') \3\ to determine whether to approve
or disapprove the proposed rule change.\4\ The Commission received one
comment in response to the Order Instituting Proceedings.\5\
---------------------------------------------------------------------------
\1\ Securities Exchange Act Release No. 76675 (December 17,
2015), 80 FR 79969 (December 23, 2015) (Notice of Filing File No.
SR-FINRA-2015-054).
\2\ Letters from Roger W. Mehle, Chairman and CEO, Archates
Capital Advisors LLC, dated December 29, 2015; Daniel H. Kolber,
President/CEO, Intellivest Securities, Inc., dated December 30,
2016; Arne Rovell, Coronado Investments, LLC, dated January 6, 2016;
Donna DiMaria, Chairman of the Board of Directors, and Lisa Roth,
Board of Directors, Third Party Marketers Association, dated January
12, 2016; Frank P. L. Minard, Managing Partner, XT Capital Partners,
LLC, dated January 12, 2016; Timothy Cahill, President, Compass
Securities Corporation, dated January 13, 2016; Mark Fairbanks,
President, Foreside Distributors, dated January 13, 2016; Dan
Glusker, Perkins Fund Marketing, LLC, dated January 13, 2016; Steven
Jafarzadeh, CAIA, Managing Director, CCO Partner, Stonehaven, dated
January 13, 2016; Richard A. Murphy, Manager, North Bridge Capital
LLC, dated January 13, 2016; Ron Oldenkamp, President, Genesis
Marketing Group, dated January 13, 2016; Michael S. Quinn, Member
and CCO, Q Advisors LLC, dated January 13, 2016; Lisa Roth,
President, Monahan & Roth, LLC, dated January 13, 2016; Howard
Spindel, Senior Managing Director, and Cassondra E. Joseph, Managing
Director, Integrated Management Solutions USA LLC, dated January 13,
2016; Sajan K. Thomas, President, and Stephen J. Myott, Chief
Compliance Officer, Thomas Capital Group, Inc., dated January 13,
2016; Judith M. Shaw, President, North American Securities
Administrators Association, Inc., dated January 15, 2016; and Peter
W. LaVigne, Esq., Chair, Securities Regulation Committee, Business
Law Section, New York State Bar Association, dated January 22, 2016.
\3\ 15 U.S.C. 78s(b)(2)(B).
\4\ Securities Exchange Act Release No. 77391 (March 17, 2016),
81 FR 15588 (March 23, 2016) (Order Instituting Proceedings on File
No. SR-FINRA-2015-054).
\5\ Letter from Howard Spindel, Senior Managing Director, and
Cassondra E. Joseph, Managing Director, Integrated Solutions, dated
April 8, 2016.
---------------------------------------------------------------------------
In response to comments on the Notice of Filing, on March 29, 2016,
FINRA filed Partial Amendment No. 1, which amended proposed CAB Rule
016(c)(2) to clarify that the definition of ``capital acquisition
broker'' does not include any broker or dealer that effects securities
transactions that would require the broker or dealer to report the
transaction under the FINRA Rules 6300 Series, 6400 Series, 6500
Series, 6600 Series, 6600 Series, 6700 Series, 7300 Series or 7400
Series. The Commission published Partial Amendment No. 1 for comment in
the Federal Register on April 15, 2016.\6\ The Commission received one
comment in response to the Partial Amendment No. 1.\7\
---------------------------------------------------------------------------
\6\ Securities Exchange Act Release No. 77581 (April 11, 2016),
81 FR 22333 (April 15, 2016) (Notice of Filing of Partial Amendment
No. 1 to File No. SR-FINRA-2015-054).
\7\ Letter from Anonymous dated May 3, 2016.
---------------------------------------------------------------------------
On June 28, 2016, FINRA filed Partial Amendment No. 2 to its
proposed rule change in response to comments on the Notice of Filing.
Partial Amendment No. 2 is described in Item II below, which has been
prepared by FINRA. The Commission is publishing this notice to solicit
comments on Partial Amendment No. 2 from interested persons.
II. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Amendment
In response to comments on the Notice of Filing, the Order
Instituting Proceedings, and Partial Amendment No. 1, FINRA filed this
Partial Amendment No. 2 to amend proposed CAB Rule 016(c)(1)(F)
regarding a CAB's authority to engage in qualifying, identifying,
soliciting, or acting as a placement agent or finder in connection with
unregistered securities transactions. As revised by Partial Amendment
No. 2, a CAB would be permitted to engage in:
qualifying, identifying, soliciting, or acting as a placement agent
or finder (i) on behalf of an issuer in connection with a sale of
newly-issued, unregistered securities to institutional investors or
(ii) on behalf of an issuer or a control person in connection with a
change of control of a privately-held company. For purposes of this
subparagraph a ``control person'' is a person who has the power to
direct the management or policies of a company through ownership of
securities, by contract, or otherwise. Control will be presumed to
exist if, before the transaction, the person has the right to vote
or the power to sell or direct the sale of 25% or more of a class of
voting securities or in the case of a partnership or limited
liability company has the right to receive upon dissolution or has
contributed 25% or more of the capital. For purposes of this
subparagraph a ``privately-held company'' is a company that does not
have any class of securities registered, or required to be
registered, with the Securities and Exchange Commission under
Section 12 of the Exchange Act or with respect to which the company
files, or is required to file, periodic information, documents, or
reports under Section 15(d) of the Exchange Act.
The purpose of this proposed rule change is to provide a rule set
for member firms that advise companies on mergers and acquisitions,
advise issuers on raising debt and equity capital in private placements
with institutional investors, or provide advisory services on a
consulting basis to companies that need assistance analyzing their
strategic and financial alternatives. Consistent with this purpose,
this amendment would narrow the range of activities that a CAB would be
permitted to engage in with regard to securities transactions involving
institutional investors. Previously proposed CAB Rule 016(c)(1)(F)
would have permitted a CAB to engage in qualifying, identifying,
soliciting, or acting as a placement agent or finder with respect to
institutional investors in connection with purchases or sales of
unregistered securities. This authority would have been limited by
proposed CAB Rule 016(c)(2), which would have prohibited CABs from
effecting securities transactions that would require the broker or
dealer to report the transaction under the FINRA trade reporting
rules.\8\
---------------------------------------------------------------------------
\8\ FINRA Rules 6300 Series, 6400 Series, 6500 Series, 6600
Series, 6700 Series, 7300 Series and 7400 Series.
---------------------------------------------------------------------------
As amended, a CAB would be permitted to engage in qualifying,
identifying, soliciting, or acting as a placement agent or finder (i)
on behalf of an issuer in connection with a sale of
[[Page 44373]]
newly-issued, unregistered securities to institutional investors or
(ii) on behalf of an issuer or a control person in connection with a
change of control of a privately-held company. ``Control'' and
``privately-held company'' would have the same meanings as those terms
had in the SEC staff's 2014 M&A Brokers no-action letter.\9\
---------------------------------------------------------------------------
\9\ See M&A Brokers, 2014 SEC No-Act LEXIS 92 (January 31,
2014).
---------------------------------------------------------------------------
Accordingly, under revised proposed CAB Rule 016(c)(1)(F), a CAB
would be permitted to qualify, identify, solicit or act as a placement
or agent only in two circumstances. First, a CAB could perform these
functions on behalf of an issuer in connection with an initial offering
of unregistered securities to institutional investors (as such term is
defined in proposed CAB Rule 016(i)). Second, a CAB could perform these
functions on behalf of an issuer or control person in connection with
an initial or secondary securities transaction related to a change of
control of a privately-held company. Except as described in proposed
CAB Rules 016(c)(1)(F)(ii) and 016(c)(1)(G),\10\ a CAB would not
otherwise be permitted to engage in qualifying, identifying,
soliciting, or acting as a placement agent or finder in connection with
secondary securities transactions.
---------------------------------------------------------------------------
\10\ Proposed CAB Rule 016(c)(1)(G) would allow a CAB to effect
securities transactions solely in connection with the transfer of
ownership and control of a privately-held company through the
purchase, sale, exchange, issuance, repurchase, or redemption of, or
a business combination involving, securities or assets of the
company, to a buyer that will actively operate the company or the
business conducted with the assets of the company, in accordance
with the terms and conditions of an SEC rule, release,
interpretation or no-action letter that permits a person to engage
in such activities without having to register as a broker or dealer
pursuant to Section 15(b) of the Exchange Act.
---------------------------------------------------------------------------
With this Partial Amendment No. 2, FINRA included (1) Exhibit 4,
which reflects changes to the text of the proposed rule change pursuant
to this Partial Amendment No. 2, marked to show additions to the text
as proposed in the original filing as amended by Partial Amendment No.
1; and (2) Exhibit 5, which reflects the changes to the current rule
text that are proposed in the proposed rule change, as amended by this
Partial Amendment No. 2.
III. Date of Effectiveness of the Proposed Rule Change as Modified by
Partial Amendments No. 1 and No. 2 and Timing for Commission Action
Within 180 days after the date of publication of the initial Notice
of Filing in the Federal Register or within such longer period up to an
additional 60 days (i) as the Commission may designate if it finds such
longer period to be appropriate and publishes its reasons for so
finding or (ii) as to which the self-regulatory organization consents,
the Commission will issue an order approving or disapproving such
proposed rule change, as amended.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change, as amended by Partial Amendment No. 2, is consistent with the
Exchange 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-FINRA-2015-054 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-FINRA-2015-054. 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 FINRA.
All comments received will be posted without change. The Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-FINRA-2015-054
and should be submitted on or before July 18, 2016.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------
\11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Brent J. Fields,
Secretary.
[FR Doc. 2016-16110 Filed 7-6-16; 8:45 am]
BILLING CODE 8011-01-P