Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend Rule 6191 To Implement an Anonymous, Grouped Masking Methodology for Over-the-Counter Activity in Connection With Web Site Data Publication of Appendix B Data Pursuant to the Regulation NMS Plan To Implement a Tick Size Pilot Program, 13901-13905 [2017-05082]
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Federal Register / Vol. 82, No. 49 / Wednesday, March 15, 2017 / Notices
to the tier schedule are not unfairly
discriminatory as all members will be
able to attain higher rebates by
executing the required volume of QCC
and/or other solicited crossing orders on
the Exchange.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In accordance with Section 6(b)(8) of
the Act,9 the Exchange does not believe
that the proposed rule change will
impose any burden on intermarket or
intramarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change merely allows for
the aggregation of volume from affiliates
for purposes of the QCC and Solicitation
rebate, consistent with treatment of
volume for other purposes in the
Schedule of Fees, and with volume
aggregation on other options markets.
The Exchange operates in a highly
competitive market in which market
participants can readily direct their
order flow to competing venues. In such
an environment, the Exchange must
continually review, and consider
adjusting, its fees and rebates to remain
competitive with other exchanges. For
the reasons described above, the
Exchange believes that the proposed fee
changes reflect this competitive
environment.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
asabaliauskas on DSK3SPTVN1PROD with NOTICES2
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)(ii) of the Act,10 and Rule
19b–4(f)(2) 11 thereunder. 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: (i)
Necessary or appropriate in the public
interest; (ii) for the protection of
investors; or (iii) 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.
U.S.C. 78f(b)(8).
U.S.C. 78s(b)(3)(A)(ii).
11 17 CFR 240.19b–4(f)(2).
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–
ISE–2017–17 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–ISE–2017–17. 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 the
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–ISE–
2017–17 and should be submitted on or
before April 5, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–05086 Filed 3–14–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80193; File No. SR–FINRA–
2017–006]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a
Proposed Rule Change To Amend Rule
6191 To Implement an Anonymous,
Grouped Masking Methodology for
Over-the-Counter Activity in
Connection With Web Site Data
Publication of Appendix B Data
Pursuant to the Regulation NMS Plan
To Implement a Tick Size Pilot
Program
March 9, 2017.
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 March 3,
2017, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III below, which Items have been
prepared by FINRA. 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
FINRA is proposing to amend Rule
6191 to implement an anonymous,
grouped masking methodology for overthe-counter (‘‘OTC’’) activity in
connection with Web site data
publication of Appendix B data
pursuant to the Regulation NMS Plan to
Implement a Tick Size Pilot Program
(‘‘Plan’’).
The text of the proposed rule change
is available on FINRA’s Web site at
https://www.finra.org, at the principal
office of FINRA and at the
Commission’s Public Reference Room.
9 15
1 15
10 15
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12 17
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CFR 200.30–3(a)(12).
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13901
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
asabaliauskas on DSK3SPTVN1PROD with NOTICES2
1. Purpose
Rule 6191(b) (Compliance with Data
Collection Requirements) 3 implements
the data collection and Web site
publication requirements of the Plan.4
Rule 6191(b)(2)(B) provides, among
other things, that FINRA will publish
data pursuant to Appendix B.I. and B.II.
of the Plan on its Web site within 120
calendar days following month end at
no charge,5 and that such publication
will not identify the Trading Center that
3 See, e.g., Securities Exchange Act Release No.
76484 (November 19, 2015), 80 FR 73858
(November 25, 2015) (Notice of Filing of File No.
SR–FINRA–2015–048); see also Securities Exchange
Act Release No. 77164 (February 17, 2016), 81 FR
9043 (February 23, 2016) (Notice of Filing of Partial
Amendment No. 1 and Order Granting Accelerated
Approval of File No. SR–FINRA–2015–048)
(‘‘Accelerated Approval Order’’).
4 The Participants filed the Plan to comply with
an order issued by the Commission on June 24,
2014. See Letter from Brendon J. Weiss, Vice
President, Intercontinental Exchange, Inc., to
Secretary, Commission, dated August 25, 2014
(‘‘SRO Tick Size Plan Proposal’’). See Securities
Exchange Act Release No. 72460 (June 24, 2014), 79
FR 36840 (June 30, 2014). See also Securities
Exchange Act Release No. 74892 (May 6, 2015), 80
FR 27513 (May 13, 2015) (‘‘Approval Order’’).
5 On November 30, 2016, the SEC granted
exemptive relief to the Participants, and FINRA
filed proposed rule changes, to, among other things,
delay the publication of Web site data pursuant to
Appendices B and C to the Plan until February 28,
2017, and to delay the ongoing Web site publication
by ninety days such that it would be published
within 120 calendar days following the end of the
month. See, e.g., Letter from David S. Shillman,
Associate Director, Division of Trading and
Markets, Commission, to Marcia E. Asquith, Senior
Vice President and Corporate Secretary, FINRA
dated November 30, 2016; see also Securities
Exchange Act Release No. 79424 (November 29,
2016), 81 FR 87603 (December 5, 2016) (Notice of
Filing and Immediate Effectiveness of File No. SR–
FINRA–2016–042). FINRA recently filed a proposed
rule change to revert to the 30-day delay with
regard to Appendix C data Web site publication.
See File No. SR–FINRA–2017–005 (Proposed Rule
Change to Amend FINRA Rule 6191 to Modify the
Date of Appendix B Web site Data Publication
Pursuant to the Regulation NMS Plan to Implement
a Tick Size Pilot Program).
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18:19 Mar 14, 2017
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generated the data. Rule 6191(b)(3)(C)
provides, among other things, that
FINRA will publish data pursuant to
Appendix B.IV. to the Plan on its Web
site within 120 calendar days following
month end at no charge, and that such
publication will not identify the OTC
Trading Center that generated the data.
In consultation with SEC staff, FINRA
is proposing new supplementary
material to Rule 6191 to implement the
aggregation methodology described
further below. Specifically, FINRA is
proposing to provide for an anonymous,
grouped masking methodology for
Appendix B.I., B.II. and B.IV. data in
furtherance of the Plan’s requirement
that the data made publicly available
will not identify the Trading Center that
generated the data.6 The proposed
methodology also is intended to
mitigate confidentiality concerns
previously raised by commenters 7
regarding the publication of data related
to OTC activity. Chicago Stock
Exchange, Inc. (‘‘CHX’’) is the
designated examining authority
(‘‘DEA’’) for a relatively small number of
OTC Trading Centers; thus, FINRA also
will incorporate the firms for which
CHX is the DEA into the anonymous,
grouped masking methodology and
publish OTC-wide statistics for
Appendix B.I., B.II. and B.IV. data on
the FINRA Web site.8
Grouping Methodology
For purposes of the data to be made
available on the FINRA Web site
pursuant to the Plan, FINRA proposes to
aggregate individual OTC Trading
Center Appendix B data within
groupings of Trading Centers by ATS
and non-ATS categories, using an
undisclosed methodology for assigning
each Trading Center to a group. FINRA
believes that an anonymous, grouped
masking methodology for purposes of
publishing the required data related to
OTC activity will support the Plan’s
requirement that the data to be made
publicly available will not identify the
Trading Center that generated the data.9
In furtherance of this objective, the
details of the methodology used to
formulate the anonymous groupings
6 See Section VII.(A) of the Plan (Collection of
Trading Center Pilot Data).
7 See infra note 20.
8 In connection with the instant filing, FINRA and
CHX requested exemptive relief from the Plan to
permit the publication on the FINRA Web site of
data relating to OTC activity pursuant to Appendix
B.I., B.II. and B.IV. on an aggregated basis using an
anonymous, grouped masking methodology. See
Letter from Marcia E. Asquith, Executive Vice
President, Board and External Relations, FINRA, to
Robert W. Errett, Deputy Secretary, Commission,
dated March 2, 2017.
9 See Section VII.(A) of the Plan.
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will not be disclosed. FINRA believes
that the proposed approach strikes an
appropriate balance between mitigating
confidentiality concerns while
supporting the public availability of
useful Plan data.
Trading Center group assignments
will not be published and generally will
remain unchanged for the duration of
the data publication period, with the
exception of the entrance of a new
Trading Center (new FINRA member).
The anonymized identifier used for each
group will remain unchanged for the
duration of the data publication period
and the same groups and group
identifiers will be used for all Appendix
B data sets. The number of Trading
Centers assigned to each group will not
specifically be disclosed; however, each
group will contain between five and 25
market participant identifiers (MPIDs).
In addition, for each day’s statistics, the
number of MPIDs in each group with
activity in any Pilot Security for that
day will be disclosed. Disclosing the
number of active MPIDs each day is
intended to inform evaluators of the
data of whether the number of Trading
Centers reflected in the statistics each
day has changed—for example, because
a Trading Center in the group didn’t
register activity on a given day.10
Appendix B.I. Data Aggregation
Methodology
FINRA proposes to aggregate the
Appendix B.I. data to be made publicly
available on the FINRA Web site by
aggregating statistics within each group
by Pilot Security for each trading day.
The methodology used for computing
the statistics at the group level will be
the same methodology used to compute
these statistics at the Trading Center
level in the non-public version of the
data (and in the public version of the
exchange data).11 Specifically, FINRA
would calculate group-level sums for
statistics that are quantity counts 12 and
use all underlying data within a group
to calculate statistics requiring averages
or weighted averages.13 Data will be
aggregated separately for each order
10 FINRA will disclose the number of MPIDs in
each group with activity in any Pilot Security for
that day either within each Appendix B data set or
in an associated file.
11 See Tick Size Appendix B and C Statistics
FAQs (available at https://www.finra.org/sites/
default/files/Tick-Size-Pilot-Appendix-B-and-CFAQ.pdf).
12 See, e.g., Appendix B.I.a(7) (cumulative
number of orders).
13 See, e.g., Appendix B.I.a(28) (the share
weighted average realized spread for executions of
orders); and Appendix B.I.a(29) (the received shareweighted average percentage for shares not
displayable as of order receipt). FINRA will
calculate averages for all price variables and
percentages.
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Federal Register / Vol. 82, No. 49 / Wednesday, March 15, 2017 / Notices
type and subcategory, and will not be
aggregated across order types or
subcategories.
aggregated across order types or
subcategories.
TABLE 1—ILLUSTRATIVE SAMPLE B.I. DATA AGGREGATION 14
Trading
center
Date
Ticker
symbol
Number of active MPIDs in
masked group
across all pilot
stocks
Cumulative
number of
shares of
orders
Cumulative
number of
orders
Order type
Share
weighted
average
realized
spread for
execution of
orders on
trading
center only
Cumulative
number of
shares of
orders
executed at
an away
trading
center
Unmasked Data
20160926 ............................................
20160926 ............................................
20160926 ............................................
ABCD
EFGH
IJKL
ZZZZ
ZZZZ
ZZZZ
18
18
18
2
2
4
100,000
100,000
750,000
75,000
100,000
35,000
¥0.01
0.01
0.011
18
n/a
n/a
n/a
8
950,000
210,000
0.0090
Masked Data
20160926 ............................................
G1
ZZZZ
Appendix B.II. Data Aggregation
Methodology
5
time of order receipt to help minimize
confidentiality concerns that may occur
if other ordering methods were used,
such as showing the original
chronological order per Trading Center.
for all Trading Centers within a group,
with each order attributed to the group
rather than the underlying Trading
Center. In addition, Appendix B.II.
order information would be displayed
in pure chronological order based on
Appendix B.II. data includes orderlevel statistics; thus, FINRA proposes
that all individual orders be displayed
TABLE 2—ILLUSTRATIVE SAMPLE B.II. DATA AGGREGATION 15
Trading
center
Date
Issue
Number of
active MPIDs
in masked
group across
all pilot stocks
Order received
time
Order shares
quantity
Order type
B/S code
Limit price
Unmasked Data
20160906
20160906
20160906
20160906
20160906
20160906
............................................
............................................
............................................
............................................
............................................
............................................
ABCD
ABCD
ABCD
EFGH
EFGH
EFGH
ZZZZ
ZZZZ
ZZZZ
ZZZZ
ZZZZ
ZZZZ
n/a
n/a
n/a
n/a
n/a
n/a
93,605.41
94,114.99
101,140.05
93,605.42
94,114.99
101,140.07
10
11
11
10
11
11
500
100
900
600
100
700
B
S
S
B
S
S
(null)
52.45
52.31
(null)
52.45
52.37
10
10
11
11
11
11
500
600
100
100
900
700
B
B
S
S
S
S
(null)
(null)
52.45
52.45
52.31
52.37
Masked Data
20160906
20160906
20160906
20160906
20160906
20160906
............................................
............................................
............................................
............................................
............................................
............................................
G1
G1
G1
G1
G1
G1
ZZZZ
ZZZZ
ZZZZ
ZZZZ
ZZZZ
ZZZZ
asabaliauskas on DSK3SPTVN1PROD with NOTICES2
FINRA proposes to aggregate
Appendix B.IV. data by aggregating
14 For purposes of illustration, this table reflects
only a sample of the data—specifically, the fields
described in Appendix B.I.a.(1), (2), (3), (7), (8), (13)
and (28). The published data would reflect all fields
described in Appendix B.I. to the Plan and as
further specified in FINRA Rule 6191 and related
rule filings, the Tick Size Appendix B and C
Statistics FAQs (available at https://www.finra.org/
sites/default/files/Tick-Size-Pilot-Appendix-B-andC–FAQ.pdf), and in FINRA’s Appendix B and C
Requirements and Finra.org File Specifications
document (available at https://www.finra.org/sites/
18:19 Mar 14, 2017
Jkt 241001
93,605.41
93,605.42
94,114.99
94,114.99
101,140.05
101,140.07
statistics within each group by trading
day by summing the statistics of all
market maker activity represented
within the group. The number of market
Appendix B.IV. Data Aggregation
Methodology
VerDate Sep<11>2014
5
5
5
5
5
5
makers would be displayed as the
unique number of market makers 16
across all Trading Centers within the
group.
default/files/Appendix-B-and-C-ReportingSpecifications.pdf).
15 For purposes of illustration, this table reflects
only a sample of the data—specifically, the fields
required by items a. through h. of Appendix B.II.
The published data would reflect all fields
described in Appendix B.II. to the Plan and as
further specified in FINRA Rule 6191 and related
rule filings, the Tick Size Appendix B and C
Statistics FAQs (available at https://www.finra.org/
sites/default/files/Tick-Size-Pilot-Appendix-B-andC-FAQ.pdf), and in FINRA’s Appendix B and C
Requirements and Finra.org File Specifications
document (available at https://www.finra.org/sites/
default/files/Appendix-B-and-C-ReportingSpecifications.pdf).
16 As provided in FINRA Rule 6191.11, FINRA
will provide a count of the number of Market
Makers used in the participation calculations. Thus,
if a single unique Market Maker traded on multiple
Trading Centers within the same masking group, for
the Appendix B.IV. count of unique Market Makers
on a given trading day, FINRA will count this
activity as attributed to one unique Market Maker.
PO 00000
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Federal Register / Vol. 82, No. 49 / Wednesday, March 15, 2017 / Notices
TABLE 3—ILLUSTRATIVE SAMPLE B.IV. DATA AGGREGATION 17
Trading
center
Date
Number of active MPIDs in
masked group
across all pilot
stocks
Number
unique MMs
buy side
Number
unique MMs
sell side
Shares
participation
(buy)
Shares
participation
(sell)
Unmasked Data
20160906 ............................................................
20160906 ............................................................
20160906 ............................................................
ABCD
EFGH
IJKL
n/a
n/a
n/a
2
1
4
1
1
1
700,000
200
35,000
225,000
5,000
500,000
5
2
735,200
730,000
Masked Data
20160906 ............................................................
If the Commission approves the
proposed rule change, the effective date
of the proposed rule change will be 120
days following Commission approval.
2. Statutory Basis
asabaliauskas on DSK3SPTVN1PROD with NOTICES2
FINRA believes that the proposed rule
change is consistent with the provisions
of Section 15A(b)(6) of the Act,18 which
requires, among other things, that
FINRA rules must be designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, and, in
general, to protect investors and the
public interest, and Section 15A(b)(9) of
the Act,19 which requires that FINRA
rules not impose any burden on
competition that is not necessary or
appropriate.
The Plan is designed to allow the
Commission, market participants, and
the public to study and assess the
impact of increment conventions on the
liquidity and trading of the common
stock of small-capitalization companies.
FINRA consulted extensively with SEC
staff in connection with the instant
proposal to design a grouped masking
methodology that is consistent with the
objectives of Section VII(A) of the Plan
to make Appendix B data publicly
available while not identifying the
Trading Center that generated the data.
17 For purposes of illustration, this table reflects
only a sample of the data—specifically, the fields
required by items a. and b. of Appendix B.IV and
FINRA Rule 6191.11. The published data would
reflect all fields described in Appendix B.IV. to the
Plan and as further specified in FINRA Rule 6191
and related rule filings, the Tick Size Appendix B
and C Statistics FAQs (available at https://
www.finra.org/sites/default/files/Tick-Size-PilotAppendix-B-and-C-FAQ.pdf), and in FINRA’s
Appendix B and C Requirements and Finra.org File
Specifications document (available at https://
www.finra.org/sites/default/files/Appendix-B-andC-Reporting-Specifications.pdf).
18 15 U.S.C. 78o–3(b)(6).
19 15 U.S.C. 78o–3(b)(9).
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18:19 Mar 14, 2017
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5
B. Self-Regulatory Organization’s
Statement on Burden on Competition
FINRA does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. FINRA notes
that the proposed rule change
implements the provisions of the Plan.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Commission previously received
comment letters from FIF and Citadel
Securities expressing concern over
FINRA’s intent to publish Appendix B
data on a Trading Center-by-Trading
Center basis.20 FIF stated that
publishing Appendix B.I. and B.II.
statistics on FINRA’s Web site in a
disaggregated format does not satisfy the
requirements of the Plan or Rule 6191
that the publicly available data will not
identify the trading center that
generated the data.21 Similarly, Citadel
Securities stated that market
participants would be able to determine
the identity of Trading Centers in
violation of the Plan if the Appendix B
data were to be published in a
disaggregated format.22
In consultation with SEC staff, FINRA
is filing the instant proposed rule
change to mitigate the confidentiality
concerns raised by commenters by
providing for an anonymized, grouped
masking methodology for Appendix B
20 See Letters from William Hebert, Managing
Director, Financial Information Forum (‘‘FIF’’), to
Robert W. Errett, Deputy Secretary, Commission,
dated December 21, 2016 (‘‘FIF letter’’); and Adam
C. Cooper, Senior Managing Director and Chief
Legal Officer, Citadel Securities, to Brent J. Fields,
Secretary, Commission, dated December 21, 2016
(‘‘Citadel letter’’). See also Securities Exchange Act
Release No. 79424 (November 29, 2016), 81 FR
87603 (December 5, 2016) (Notice of Filing and
Immediate Effectiveness of File No. SR–FINRA–
2016–042).
21 See FIF letter.
22 See Citadel letter.
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data for all OTC activity in furtherance
of the objectives of the Plan.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve or disapprove
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
FINRA–2017–006 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–2017–006. 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
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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 the
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–
2017–006, and should be submitted on
or before April 5, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–05082 Filed 3–14–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80199; File No. SR–NYSE–
2016–72]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Granting Approval of a Proposed Rule
Change Amending Initial and
Continued Listing Standards for
Special Purpose Acquisition
Companies
asabaliauskas on DSK3SPTVN1PROD with NOTICES2
March 10, 2017.
I. Introduction
On December 8, 2016, the New York
Stock Exchange LLC (‘‘NYSE’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Exchange Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to amend initial listing
23 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
18:19 Mar 14, 2017
Jkt 241001
standards for Special Purpose
Acquisition Companies (‘‘SPACs’’) to
provide an option to hold a tender offer
in lieu of a shareholder vote on a
proposed acquisition; and amend initial
and continued listing standards to,
among other things, lower quantitative
standards. The proposed rule change
was published for comment in the
Federal Register on December 29,
2016.3 The Commission received no
comments on the proposal. On February
10, 2017, the Commission extended the
time period for Commission action on
the proposal to March 29, 2017.4 This
order approves the proposed rule
change.
II. Description of the Proposal
A. Background
A SPAC is a special purpose company
that raises capital in an initial public
offering (‘‘IPO’’) to enter into future
undetermined business combinations
through mergers, capital stock
exchanges, assets acquisitions, stock
purchases, reorganizations or similar
business combinations with one or more
operating businesses or assets. In its
filing, the Exchange stated that in the
IPO, a SPAC typically sells units
consisting of one share of common stock
and one or more warrants (or fraction of
a warrant) to purchase common stocks.
The units are separable at some point
after the IPO. The Exchange also noted
that management of the SPAC typically
receives a percentage of the equity at the
outset and may be required to purchase
additional shares in a private placement
at the time of the IPO. Due to their
unique structure, SPACs do not have
any prior financial history, at the time
of their listing, like operating
companies.
NYSE Listed Company Manual
(‘‘Manual’’) Section 102.06 sets forth the
listing standards that apply to SPACs.5
In addition to requiring SPACs to meet
certain quantitative standards, Section
102.06 of the Manual provides
additional investor protection
safeguards for shareholders investing in
SPACs. Currently, Section 102.06 of the
Manual requires at least 90% of the
proceeds raised in a SPAC IPO, and any
3 See Securities Exchange Act Release No. 79676
(December 22, 2016), 81 FR 96150 (December 29,
2016) (‘‘Notice’’).
4 See Securities Exchange Act Release No. 80022
(February 10, 2017), 82 FR 10947 (February 16,
2017) (‘‘Extension’’).
5 The Commission notes that throughout this
order we have used the term ‘‘SPAC’’ or ‘‘SPACs’’,
but these terms have the same meaning as
‘‘Acquisition Company’’ or ‘‘Acquisition
Companies’’ which are the terms used for listing,
and continued listing, in Sections 102.06 and
802.01B of the Manual. See NYSE Listed Company
Manual Sections 102.06 and 802.01B.
PO 00000
Frm 00118
Fmt 4703
Sfmt 4703
13905
concurrent sale of equity securities, be
placed in a trust account.6 Further
within three years, or such shorter time
period as specified by the SPAC, the
SPAC must complete one or more
business combinations having an
aggregate fair market value of at least
80% of the value of the trust account.7
Until the SPAC has completed a
business combination, or a series of
business combinations, representing at
least 80% of the trust account’s
aggregate fair market value, the SPAC
must, among other things, submit the
business combination to a shareholder
vote.8 Any public shareholders who
vote against the business combination
have a right to convert their shares of
common stock into a pro rata share of
the aggregate amount then in the trust
account, if the business combination is
approved and consummated.9 The
Manual further states that a business
combination cannot be consummated by
the SPAC if the public shareholders
owning in excess of a threshold amount
(to be set no higher than 40%) of the
shares of common stock exercise their
conversion rights.10
In addition to these safeguards, a
SPAC must also meet minimum
quantitative initial and continued listing
standards to list, and remain listed on
the Exchange, as well as specified
continued listing standards to remain
listed after consummation of a business
combination.11
B. Option To Hold a Tender Offer in
Lieu of a Shareholder Vote
The Exchange proposes to add an
option for the SPAC to conduct a tender
offer in lieu of a shareholder vote to
complete a business combination. First,
under the proposal if a shareholder vote
is not held on a business combination
for which the SPAC must file and
furnish a proxy or information
statement subject to Regulation 14A or
14C under the Exchange Act, the SPAC
must provide all shareholders with the
opportunity to redeem all their shares
for cash equal to their pro rata share of
the aggregate amount then in the deposit
account pursuant to Rule 13e–4 and
Regulation 14E under the Exchange
Act.12 The proposal states that a SPAC
6 See NYSE Listed Company Manual Section
102.06.
7 Id. The 80% fair market value is the net assets
held in trust net of amounts disbursed to
management for working capital purposes and
excluding the amount of any deferred underwriting
discount held in trust.
8 Id.
9 Id.
10 Id.
11 See notes 16–18, infra and accompanying text.
12 See Notice, supra note 4.
E:\FR\FM\15MRN1.SGM
15MRN1
]]>Agencies
[Federal Register Volume 82, Number 49 (Wednesday, March 15, 2017)]
[Notices]
[Pages 13901-13905]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-05082]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-80193; File No. SR-FINRA-2017-006]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend
Rule 6191 To Implement an Anonymous, Grouped Masking Methodology for
Over-the-Counter Activity in Connection With Web Site Data Publication
of Appendix B Data Pursuant to the Regulation NMS Plan To Implement a
Tick Size Pilot Program
March 9, 2017.
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 March 3, 2017, Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission (``SEC''
or ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by FINRA. 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 Substance
of the Proposed Rule Change
FINRA is proposing to amend Rule 6191 to implement an anonymous,
grouped masking methodology for over-the-counter (``OTC'') activity in
connection with Web site data publication of Appendix B data pursuant
to the Regulation NMS Plan to Implement a Tick Size Pilot Program
(``Plan'').
The text of the proposed rule change is available on FINRA's Web
site at https://www.finra.org, at the principal office of FINRA and at
the Commission's Public Reference Room.
[[Page 13902]]
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, FINRA included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. FINRA has prepared summaries, set forth in sections A,
B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Rule 6191(b) (Compliance with Data Collection Requirements) \3\
implements the data collection and Web site publication requirements of
the Plan.\4\ Rule 6191(b)(2)(B) provides, among other things, that
FINRA will publish data pursuant to Appendix B.I. and B.II. of the Plan
on its Web site within 120 calendar days following month end at no
charge,\5\ and that such publication will not identify the Trading
Center that generated the data. Rule 6191(b)(3)(C) provides, among
other things, that FINRA will publish data pursuant to Appendix B.IV.
to the Plan on its Web site within 120 calendar days following month
end at no charge, and that such publication will not identify the OTC
Trading Center that generated the data.
---------------------------------------------------------------------------
\3\ See, e.g., Securities Exchange Act Release No. 76484
(November 19, 2015), 80 FR 73858 (November 25, 2015) (Notice of
Filing of File No. SR-FINRA-2015-048); see also Securities Exchange
Act Release No. 77164 (February 17, 2016), 81 FR 9043 (February 23,
2016) (Notice of Filing of Partial Amendment No. 1 and Order
Granting Accelerated Approval of File No. SR-FINRA-2015-048)
(``Accelerated Approval Order'').
\4\ The Participants filed the Plan to comply with an order
issued by the Commission on June 24, 2014. See Letter from Brendon
J. Weiss, Vice President, Intercontinental Exchange, Inc., to
Secretary, Commission, dated August 25, 2014 (``SRO Tick Size Plan
Proposal''). See Securities Exchange Act Release No. 72460 (June 24,
2014), 79 FR 36840 (June 30, 2014). See also Securities Exchange Act
Release No. 74892 (May 6, 2015), 80 FR 27513 (May 13, 2015)
(``Approval Order'').
\5\ On November 30, 2016, the SEC granted exemptive relief to
the Participants, and FINRA filed proposed rule changes, to, among
other things, delay the publication of Web site data pursuant to
Appendices B and C to the Plan until February 28, 2017, and to delay
the ongoing Web site publication by ninety days such that it would
be published within 120 calendar days following the end of the
month. See, e.g., Letter from David S. Shillman, Associate Director,
Division of Trading and Markets, Commission, to Marcia E. Asquith,
Senior Vice President and Corporate Secretary, FINRA dated November
30, 2016; see also Securities Exchange Act Release No. 79424
(November 29, 2016), 81 FR 87603 (December 5, 2016) (Notice of
Filing and Immediate Effectiveness of File No. SR-FINRA-2016-042).
FINRA recently filed a proposed rule change to revert to the 30-day
delay with regard to Appendix C data Web site publication. See File
No. SR-FINRA-2017-005 (Proposed Rule Change to Amend FINRA Rule 6191
to Modify the Date of Appendix B Web site Data Publication Pursuant
to the Regulation NMS Plan to Implement a Tick Size Pilot Program).
---------------------------------------------------------------------------
In consultation with SEC staff, FINRA is proposing new
supplementary material to Rule 6191 to implement the aggregation
methodology described further below. Specifically, FINRA is proposing
to provide for an anonymous, grouped masking methodology for Appendix
B.I., B.II. and B.IV. data in furtherance of the Plan's requirement
that the data made publicly available will not identify the Trading
Center that generated the data.\6\ The proposed methodology also is
intended to mitigate confidentiality concerns previously raised by
commenters \7\ regarding the publication of data related to OTC
activity. Chicago Stock Exchange, Inc. (``CHX'') is the designated
examining authority (``DEA'') for a relatively small number of OTC
Trading Centers; thus, FINRA also will incorporate the firms for which
CHX is the DEA into the anonymous, grouped masking methodology and
publish OTC-wide statistics for Appendix B.I., B.II. and B.IV. data on
the FINRA Web site.\8\
---------------------------------------------------------------------------
\6\ See Section VII.(A) of the Plan (Collection of Trading
Center Pilot Data).
\7\ See infra note 20.
\8\ In connection with the instant filing, FINRA and CHX
requested exemptive relief from the Plan to permit the publication
on the FINRA Web site of data relating to OTC activity pursuant to
Appendix B.I., B.II. and B.IV. on an aggregated basis using an
anonymous, grouped masking methodology. See Letter from Marcia E.
Asquith, Executive Vice President, Board and External Relations,
FINRA, to Robert W. Errett, Deputy Secretary, Commission, dated
March 2, 2017.
---------------------------------------------------------------------------
Grouping Methodology
For purposes of the data to be made available on the FINRA Web site
pursuant to the Plan, FINRA proposes to aggregate individual OTC
Trading Center Appendix B data within groupings of Trading Centers by
ATS and non-ATS categories, using an undisclosed methodology for
assigning each Trading Center to a group. FINRA believes that an
anonymous, grouped masking methodology for purposes of publishing the
required data related to OTC activity will support the Plan's
requirement that the data to be made publicly available will not
identify the Trading Center that generated the data.\9\ In furtherance
of this objective, the details of the methodology used to formulate the
anonymous groupings will not be disclosed. FINRA believes that the
proposed approach strikes an appropriate balance between mitigating
confidentiality concerns while supporting the public availability of
useful Plan data.
---------------------------------------------------------------------------
\9\ See Section VII.(A) of the Plan.
---------------------------------------------------------------------------
Trading Center group assignments will not be published and
generally will remain unchanged for the duration of the data
publication period, with the exception of the entrance of a new Trading
Center (new FINRA member). The anonymized identifier used for each
group will remain unchanged for the duration of the data publication
period and the same groups and group identifiers will be used for all
Appendix B data sets. The number of Trading Centers assigned to each
group will not specifically be disclosed; however, each group will
contain between five and 25 market participant identifiers (MPIDs). In
addition, for each day's statistics, the number of MPIDs in each group
with activity in any Pilot Security for that day will be disclosed.
Disclosing the number of active MPIDs each day is intended to inform
evaluators of the data of whether the number of Trading Centers
reflected in the statistics each day has changed--for example, because
a Trading Center in the group didn't register activity on a given
day.\10\
---------------------------------------------------------------------------
\10\ FINRA will disclose the number of MPIDs in each group with
activity in any Pilot Security for that day either within each
Appendix B data set or in an associated file.
---------------------------------------------------------------------------
Appendix B.I. Data Aggregation Methodology
FINRA proposes to aggregate the Appendix B.I. data to be made
publicly available on the FINRA Web site by aggregating statistics
within each group by Pilot Security for each trading day. The
methodology used for computing the statistics at the group level will
be the same methodology used to compute these statistics at the Trading
Center level in the non-public version of the data (and in the public
version of the exchange data).\11\ Specifically, FINRA would calculate
group-level sums for statistics that are quantity counts \12\ and use
all underlying data within a group to calculate statistics requiring
averages or weighted averages.\13\ Data will be aggregated separately
for each order
[[Page 13903]]
type and subcategory, and will not be aggregated across order types or
subcategories.
---------------------------------------------------------------------------
\11\ See Tick Size Appendix B and C Statistics FAQs (available
at https://www.finra.org/sites/default/files/Tick-Size-Pilot-Appendix-B-and-C-FAQ.pdf).
\12\ See, e.g., Appendix B.I.a(7) (cumulative number of orders).
\13\ See, e.g., Appendix B.I.a(28) (the share weighted average
realized spread for executions of orders); and Appendix B.I.a(29)
(the received share-weighted average percentage for shares not
displayable as of order receipt). FINRA will calculate averages for
all price variables and percentages.
Table 1--Illustrative Sample B.I. Data Aggregation 14
--------------------------------------------------------------------------------------------------------------------------------------------------------
Share
Cumulative weighted
Number of number of average
active MPIDs Cumulative Cumulative shares of realized
Date Trading Ticker in masked Order type number of number of orders spread for
center symbol group across orders shares of executed at execution of
all pilot orders an away orders on
stocks trading trading
center center only
--------------------------------------------------------------------------------------------------------------------------------------------------------
Unmasked Data
--------------------------------------------------------------------------------------------------------------------------------------------------------
20160926...................... ABCD ZZZZ n/a 18 2 100,000 75,000 -0.01
20160926...................... EFGH ZZZZ n/a 18 2 100,000 100,000 0.01
20160926...................... IJKL ZZZZ n/a 18 4 750,000 35,000 0.011
--------------------------------------------------------------------------------------------------------------------------------------------------------
Masked Data
--------------------------------------------------------------------------------------------------------------------------------------------------------
20160926...................... G1 ZZZZ 5 18 8 950,000 210,000 0.0090
--------------------------------------------------------------------------------------------------------------------------------------------------------
Appendix B.II. Data Aggregation Methodology
Appendix B.II. data includes order-level statistics; thus, FINRA
proposes that all individual orders be displayed for all Trading
Centers within a group, with each order attributed to the group rather
than the underlying Trading Center. In addition, Appendix B.II. order
information would be displayed in pure chronological order based on
time of order receipt to help minimize confidentiality concerns that
may occur if other ordering methods were used, such as showing the
original chronological order per Trading Center.
---------------------------------------------------------------------------
\14\ For purposes of illustration, this table reflects only a
sample of the data--specifically, the fields described in Appendix
B.I.a.(1), (2), (3), (7), (8), (13) and (28). The published data
would reflect all fields described in Appendix B.I. to the Plan and
as further specified in FINRA Rule 6191 and related rule filings,
the Tick Size Appendix B and C Statistics FAQs (available at https://www.finra.org/sites/default/files/Tick-Size-Pilot-Appendix-B-and-C-FAQ.pdf), and in FINRA's Appendix B and C Requirements and Finra.org
File Specifications document (available at https://www.finra.org/sites/default/files/Appendix-B-and-C-Reporting-Specifications.pdf).
Table 2--Illustrative Sample B.II. Data Aggregation 15
--------------------------------------------------------------------------------------------------------------------------------------------------------
Number of
active MPIDs
Trading in masked Order received Order shares
Date center Issue group across time Order type quantity B/S code Limit price
all pilot
stocks
--------------------------------------------------------------------------------------------------------------------------------------------------------
Unmasked Data
--------------------------------------------------------------------------------------------------------------------------------------------------------
20160906...................... ABCD ZZZZ n/a 93,605.41 10 500 B (null)
20160906...................... ABCD ZZZZ n/a 94,114.99 11 100 S 52.45
20160906...................... ABCD ZZZZ n/a 101,140.05 11 900 S 52.31
20160906...................... EFGH ZZZZ n/a 93,605.42 10 600 B (null)
20160906...................... EFGH ZZZZ n/a 94,114.99 11 100 S 52.45
20160906...................... EFGH ZZZZ n/a 101,140.07 11 700 S 52.37
--------------------------------------------------------------------------------------------------------------------------------------------------------
Masked Data
--------------------------------------------------------------------------------------------------------------------------------------------------------
20160906...................... G1 ZZZZ 5 93,605.41 10 500 B (null)
20160906...................... G1 ZZZZ 5 93,605.42 10 600 B (null)
20160906...................... G1 ZZZZ 5 94,114.99 11 100 S 52.45
20160906...................... G1 ZZZZ 5 94,114.99 11 100 S 52.45
20160906...................... G1 ZZZZ 5 101,140.05 11 900 S 52.31
20160906...................... G1 ZZZZ 5 101,140.07 11 700 S 52.37
--------------------------------------------------------------------------------------------------------------------------------------------------------
Appendix B.IV. Data Aggregation Methodology
FINRA proposes to aggregate Appendix B.IV. data by aggregating
statistics within each group by trading day by summing the statistics
of all market maker activity represented within the group. The number
of market makers would be displayed as the unique number of market
makers \16\ across all Trading Centers within the group.
---------------------------------------------------------------------------
\15\ For purposes of illustration, this table reflects only a
sample of the data--specifically, the fields required by items a.
through h. of Appendix B.II. The published data would reflect all
fields described in Appendix B.II. to the Plan and as further
specified in FINRA Rule 6191 and related rule filings, the Tick Size
Appendix B and C Statistics FAQs (available at https://www.finra.org/sites/default/files/Tick-Size-Pilot-Appendix-B-and-C-FAQ.pdf), and
in FINRA's Appendix B and C Requirements and Finra.org File
Specifications document (available at https://www.finra.org/sites/default/files/Appendix-B-and-C-Reporting-Specifications.pdf).
\16\ As provided in FINRA Rule 6191.11, FINRA will provide a
count of the number of Market Makers used in the participation
calculations. Thus, if a single unique Market Maker traded on
multiple Trading Centers within the same masking group, for the
Appendix B.IV. count of unique Market Makers on a given trading day,
FINRA will count this activity as attributed to one unique Market
Maker.
[[Page 13904]]
Table 3--Illustrative Sample B.IV. data aggregation 17
--------------------------------------------------------------------------------------------------------------------------------------------------------
Number of
active MPIDs
in masked Number unique Number unique Shares Shares
Date Trading center group across MMs buy side MMs sell side participation participation
all pilot (buy) (sell)
stocks
--------------------------------------------------------------------------------------------------------------------------------------------------------
Unmasked Data
--------------------------------------------------------------------------------------------------------------------------------------------------------
20160906.................................... ABCD n/a 2 1 700,000 225,000
20160906.................................... EFGH n/a 1 1 200 5,000
20160906.................................... IJKL n/a 4 1 35,000 500,000
--------------------------------------------------------------------------------------------------------------------------------------------------------
Masked Data
--------------------------------------------------------------------------------------------------------------------------------------------------------
20160906.................................... G1 5 5 2 735,200 730,000
--------------------------------------------------------------------------------------------------------------------------------------------------------
If the Commission approves the proposed rule change, the effective
date of the proposed rule change will be 120 days following Commission
approval.
---------------------------------------------------------------------------
\17\ For purposes of illustration, this table reflects only a
sample of the data--specifically, the fields required by items a.
and b. of Appendix B.IV and FINRA Rule 6191.11. The published data
would reflect all fields described in Appendix B.IV. to the Plan and
as further specified in FINRA Rule 6191 and related rule filings,
the Tick Size Appendix B and C Statistics FAQs (available at https://www.finra.org/sites/default/files/Tick-Size-Pilot-Appendix-B-and-C-FAQ.pdf), and in FINRA's Appendix B and C Requirements and Finra.org
File Specifications document (available at https://www.finra.org/sites/default/files/Appendix-B-and-C-Reporting-Specifications.pdf).
---------------------------------------------------------------------------
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\18\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest, and Section 15A(b)(9) of the Act,\19\ which requires
that FINRA rules not impose any burden on competition that is not
necessary or appropriate.
---------------------------------------------------------------------------
\18\ 15 U.S.C. 78o-3(b)(6).
\19\ 15 U.S.C. 78o-3(b)(9).
---------------------------------------------------------------------------
The Plan is designed to allow the Commission, market participants,
and the public to study and assess the impact of increment conventions
on the liquidity and trading of the common stock of small-
capitalization companies. FINRA consulted extensively with SEC staff in
connection with the instant proposal to design a grouped masking
methodology that is consistent with the objectives of Section VII(A) of
the Plan to make Appendix B data publicly available while not
identifying the Trading Center that generated the data.
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. FINRA notes that the proposed
rule change implements the provisions of the Plan.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Commission previously received comment letters from FIF and
Citadel Securities expressing concern over FINRA's intent to publish
Appendix B data on a Trading Center-by-Trading Center basis.\20\ FIF
stated that publishing Appendix B.I. and B.II. statistics on FINRA's
Web site in a disaggregated format does not satisfy the requirements of
the Plan or Rule 6191 that the publicly available data will not
identify the trading center that generated the data.\21\ Similarly,
Citadel Securities stated that market participants would be able to
determine the identity of Trading Centers in violation of the Plan if
the Appendix B data were to be published in a disaggregated format.\22\
---------------------------------------------------------------------------
\20\ See Letters from William Hebert, Managing Director,
Financial Information Forum (``FIF''), to Robert W. Errett, Deputy
Secretary, Commission, dated December 21, 2016 (``FIF letter''); and
Adam C. Cooper, Senior Managing Director and Chief Legal Officer,
Citadel Securities, to Brent J. Fields, Secretary, Commission, dated
December 21, 2016 (``Citadel letter''). See also Securities Exchange
Act Release No. 79424 (November 29, 2016), 81 FR 87603 (December 5,
2016) (Notice of Filing and Immediate Effectiveness of File No. SR-
FINRA-2016-042).
\21\ See FIF letter.
\22\ See Citadel letter.
---------------------------------------------------------------------------
In consultation with SEC staff, FINRA is filing the instant
proposed rule change to mitigate the confidentiality concerns raised by
commenters by providing for an anonymized, grouped masking methodology
for Appendix B data for all OTC activity in furtherance of the
objectives of the Plan.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-FINRA-2017-006 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-2017-006. 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
[[Page 13905]]
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 the 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-2017-006, and should be submitted
on or before April 5, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
---------------------------------------------------------------------------
\23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05082 Filed 3-14-17; 8:45 am]
BILLING CODE 8011-01-P
