Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Permit Firms To File a Form U4 Based on an Electronically Signed Copy of the Form, 13935-13939 [2021-05025]

Download as PDF 13935 Federal Register / Vol. 86, No. 46 / Thursday, March 11, 2021 / Notices operative delay period. Based on the foregoing, the Commission believes the waiver of the operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the operative delay and designates the proposal operative upon filing.19 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.20 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: khammond on DSKJM1Z7X2PROD 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– CboeEDGA–2021–007 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–CboeEDGA–2021–007. 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 website (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 19 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). 20 15 U.S.C. 78s(b)(3)(C). VerDate Sep<11>2014 16:53 Mar 10, 2021 Jkt 253001 available for website 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–CboeEDGA–2021–007 and should be submitted on or before April 1, 2021. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.21 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–05031 Filed 3–10–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–91262; File No. SR–FINRA– 2021–003] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Permit Firms To File a Form U4 Based on an Electronically Signed Copy of the Form March 5, 2021. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act,’’ ‘‘Exchange Act,’’ or ‘‘SEA’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on February 23, 2021, the 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 and II below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as constituting a ‘‘non-controversial’’ rule change under paragraph (f)(6) of Rule 19b–4 under the Act,3 which renders the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to 21 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 1 15 PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 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 FINRA Rule 1010 (Electronic Filing Requirements for Uniform Forms) to permit firms to file a Form U4 (Uniform Application for Securities Industry Registration or Transfer) based on an electronically signed copy of the form. In addition, FINRA proposes to make a conforming amendment to FINRA Rule 2263 (Arbitration Disclosure to Associated Persons Signing or Acknowledging Form U4). Below is the text of the proposed rule change. Proposed new language is italicized; proposed deletions are in brackets. * * * * * 1000. MEMBER APPLICATION AND ASSOCIATED PERSON REGISTRATION 1010. Electronic Filing Requirements for Uniform Forms (a) through (b) No Change. (c) Form U4 Filing Requirements. (1) Except as provided in paragraphs (c)(2) and (c)(3) of this Rule [below], every initial and transfer electronic Form U4 filing and any amendments to the disclosure information on Form U4 shall be based on a [manually] signed Form U4 provided to the member or applicant for membership by the person on whose behalf the Form U4 is being filed. As part of the member’s recordkeeping requirements, it shall retain the person’s [manually] signed Form U4 or amendments to the disclosure information on Form U4 in accordance with SEA Rule 17a–4(e)(1) and make them available promptly upon regulatory request. An applicant for membership also shall retain in accordance with SEA Rule 17a–4(e)(1) every [manually] signed Form U4 it receives during the application process and make them available promptly upon regulatory request. (2) A member may file electronically amendments to the disclosure information on Form U4 without obtaining the subject associated person’s [manual] signature on the form, provided that the member shall use reasonable efforts to: (A) Provide the associated person with a copy of the amended disclosure information prior to filing; and (B) obtain the associated person’s written acknowledgment (which may be electronic) prior to filing that the information has been received and reviewed. As part of the member’s recordkeeping requirements, the member shall retain this acknowledgment in accordance with SEA Rule 17a–4(e)(1) and make it available promptly upon regulatory request. (3) In the event a member is not able to obtain an associated person’s [manual] signature or written acknowledgement of amended disclosure information on Form U4 prior to filing of such information pursuant E:\FR\FM\11MRN1.SGM 11MRN1 13936 Federal Register / Vol. 86, No. 46 / Thursday, March 11, 2021 / Notices to paragraph (c)(1) or (2), the member is obligated to file the disclosure information as to which it has knowledge in accordance with Article V, Section 2 of the FINRA ByLaws. The member shall use reasonable efforts to provide the associated person with a copy of the amended disclosure information that was filed. (4) No Change. (d) through (e) No Change. • • • Supplementary Material .01 through .02 No Change. .03 Filing of Amendments Involving Disclosure Information. In the event a member is not able to obtain an associated person’s [manual] signature or written acknowledgement of amended disclosure information on that person’s Form U4 prior to filing of such amendment reflecting the information pursuant to paragraph (c)(3) of this Rule (examples of reasons why a member may not be able to obtain the [manual] signature or written acknowledgement may include, but are not limited to, the associated person refuses to acknowledge such information, is on active military service or otherwise is unavailable during the period provided for filing of such amendments under Article V of the FINRA By-Laws), the member shall enter ‘‘Representative Refused to Sign/Acknowledge’’ or ‘‘Representative Not Available’’ or a substantially similar entry in the electronic Form U4 field for the associated person’s signature. .04 No Change. * * * * * 2200. COMMUNICATIONS AND DISCLOSURES * * * * * * * 2260. Disclosures * * * 2263. Arbitration Disclosure to Associated Persons Signing or Acknowledging Form U4 A member shall provide an associated person with the following written statement whenever the associated person is asked, pursuant to FINRA Rule 1010, to [manually] sign an initial or amended Form U4, or otherwise provide written (which may be electronic) acknowledgment of an amendment to the Form U4: The Form U4 contains a predispute arbitration clause. It is in item 5 of Section 15A of the Form U4. You should read that clause now. Before signing the Form U4, you should understand the following: (1) through (8) No Change. khammond on DSKJM1Z7X2PROD with NOTICES * * * * * 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 VerDate Sep<11>2014 16:53 Mar 10, 2021 Jkt 253001 summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Background FINRA has been conducting an ongoing review of its rulebook to identify and amend rules to permit the use of electronic signatures. For instance, in 2019, FINRA amended Rule 4512 (Customer Account Information) to provide firms the option of obtaining the electronic signature of authorized associated persons who are exercising investment discretion.4 Rule 1010 is the last remaining FINRA rule that expressly requires a manual signature. Specifically, Rule 1010(c) (Form U4 Filing Requirements) currently requires that every initial and transfer Form U4 filed with FINRA by a member, or an applicant for membership, be based on a manually signed copy of the Form U4 provided to the member, or applicant for membership, by the individual on whose behalf the Form U4 is being filed.5 The member, or applicant for membership, must obtain the manually signed copy of the Form U4 prior to filing the CRD Form U4 with FINRA. For any amendments to the disclosure information on the CRD Form U4 filed with FINRA, Rule 1010(c) currently provides a member the option of filing the CRD Form U4 based on: (1) A manually signed copy of the amended Form U4 provided to the member prior to the filing by the associated person on whose behalf the amended Form U4 is being filed; or (2) a written acknowledgment (which may be electronic) from the associated person prior to the filing that the amended disclosure information was received and reviewed.6 If the member cannot obtain either the manual signature or the written acknowledgment prior to the filing, the firm must still proceed with filing the amended disclosure information as to which it has knowledge and use reasonable efforts to provide the associated person with a copy of the amended disclosure information that was filed with FINRA.7 4 See Regulatory Notice 19–13 (April 2019). Rule 1010(c)(1). Members, and applicants for membership, file initial, transfer and amended Form U4s electronically with FINRA through the Central Registration Depository (‘‘CRD®’’) system (the ‘‘CRD Form U4’’). 6 See Rules 1010(c)(1) and (c)(2). 7 See Rule 1010(c)(3). In such cases, the firm must enter ‘‘Representative Refused to Sign/ 5 See PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 Neither the manually signed copy of the Form U4 nor the written acknowledgment is filed with FINRA, but rather is used for authentication and evidentiary purposes.8 The manually signed copy and, if applicable, the written acknowledgment must be retained by the member, or applicant for membership, in accordance with SEC rules and made available promptly upon regulatory request.9 In addition, Rule 2263 currently requires a firm to provide each associated person with certain written disclosures regarding the nature and process of arbitration proceedings whenever the firm asks an associated person, pursuant to Rule 1010(c), to ‘‘manually’’ sign a Form U4, or to otherwise provide written acknowledgment of an amendment to the firm. As noted above, FINRA has been amending its rules on an ongoing basis to permit the use of electronic signatures, and Rule 1010 is the last remaining rule that specifically requires a manual signature. In addition, the COVID–19 pandemic has amplified the need to permit the use of electronic signatures. In 2020, in response to the outbreak of the COVID–19 pandemic, FINRA began providing temporary relief to member firms from FINRA rules and requirements via frequently asked questions (‘‘FAQs’’) on its website.10 One of these FAQs temporarily permits firms to file an initial or a transfer Form U4 with FINRA prior to obtaining the manual signature of the applicant.11 Proposed Rule Change To facilitate the use of electronic signatures and to provide members, and applicants for membership, with an Acknowledge,’’ ‘‘Representative Not Available,’’ or a substantially similar entry in the CRD Form U4 signature field for the associated person’s signature. See Rule 1010.03 (Filing of Amendments Involving Disclosure Information). 8 For the purposes of the CRD Form U4 filing, the member, or applicant for membership, must type the individual’s name in the CRD Form U4 signature field to indicate that the individual has signed the form or acknowledged the information in the form. 9 See Rules 1010(c)(1) and (c)(2). For record retention purposes, such records may be preserved on any of the acceptable media specified in SEA Rule 17a–4, including electronic storage media consistent with SEA Rule 17a–4(f). The records must be retained for at least three years after the associated person’s employment and any other connection with the firm has terminated. 10 See Frequently Asked Questions Related to Regulatory Relief Due to the Coronavirus Pandemic, available at https://www.finra.org/rules-guidance/ key-topics/covid-19/faq. 11 See Temporary Relief Relating to Rule 1010 (Electronic Filing Requirements for Uniform Forms) (added March 18, 2020), available at https:// www.finra.org/rules-guidance/key-topics/covid-19/ faq#indiv. E:\FR\FM\11MRN1.SGM 11MRN1 Federal Register / Vol. 86, No. 46 / Thursday, March 11, 2021 / Notices khammond on DSKJM1Z7X2PROD with NOTICES opportunity to better manage the operational challenges presented by the current pandemic, FINRA proposes to amend Rule 1010(c) to provide the option of filing an initial or a transfer CRD Form U4 with FINRA based on a manually or an electronically signed copy of the form provided to the member, or applicant for membership, by the individual on whose behalf the form is being filed.12 With respect to any amendments to the disclosure information on the CRD Form U4 filed with FINRA, the proposed rule change provides a member the option of filing such amendments based on a manually or an electronically signed copy of the amended Form U4 provided to the member by the associated person on whose behalf the Form U4 is being filed.13 Firms that choose to rely on a copy of the Form U4 electronically signed by the associated person will be required to retain the copy in accordance with SEC rules and make it available promptly upon request.14 The proposed rule change would not require the use of a particular type of technology to obtain a valid electronic signature from the associated person. For purposes of the proposed rule change, a valid electronic signature would be any electronic mark that clearly identifies the signatory and is otherwise in compliance with the Electronic Signatures in Global and National Commerce Act (‘‘E-Sign Act’’), the guidance issued by the SEC relating to the E-Sign Act, and the guidance provided by FINRA staff through interpretive letters.15 12 See proposed Rule 1010(c)(1). FINRA is providing additional guidance on its website regarding the obligations of firms under Rule 1010(c) during the ongoing COVID–19 pandemic. See Frequently Asked Questions Related to Regulatory Relief Due to the Coronavirus Pandemic, available at https://www.finra.org/rules-guidance/ key-topics/covid-19/faq. 13 See proposed Rule 1010(c)(1). For any amendments to the disclosure information on the CRD Form U4 filed with FINRA, the member would not be required to obtain a manually or an electronically signed copy of the form from the associated person, provided that the member obtains the associated person’s written acknowledgment (which may be electronic) prior to the filing, as currently specified in Rule 1010(c)(2). Moreover, as currently specified in Rule 1010(c)(3), if the member cannot obtain either the manual or electronic signature of the associated person or the written acknowledgment of the associated person prior to the filing, the member must still proceed with filing the amended disclosure information as to which it has knowledge and use reasonable efforts to provide the associated person with a copy of the amended information that was filed with FINRA. 14 See proposed Rules 1010(c)(1) and (c)(2). These requirements are consistent with the current requirements for a manually signed copy. 15 See accord Securities Exchange Act Release No. 85282 (March 11, 2019), 84 FR 9573 (March 15, 2019) (Order Approving File No. SR–FINRA–2018– VerDate Sep<11>2014 16:53 Mar 10, 2021 Jkt 253001 In conjunction with the proposed change to Rule 1010(c), FINRA proposes to make a conforming change to Rule 2263 to remove the reference to ‘‘manual’’ signature. The proposed rule change is consistent with the SEC’s recent amendments to Regulation S–T and the Electronic Data Gathering, Analysis, and Retrieval system (‘‘EDGAR’’) Filer Manual to permit the use of electronic signatures in signature authentication documents required under Regulation S–T in connection with electronic filings on EDGAR that are required to be signed.16 FINRA has filed the proposed rule change for immediate effectiveness and has requested that the SEC waive the requirement that the proposed rule change not become operative for 30 days after the date of the filing so that FINRA can implement the proposed rule change immediately. 2. Statutory Basis FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,17 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. The proposed rule change provides firms with the flexibility to rely on electronic signatures to satisfy the signature requirements of Rule 1010. Considering the technological advancements that provide for enhanced authentication and security of electronic signatures, FINRA believes that it is appropriate to amend Rule 1010 to provide such flexibility. The proposed rule change also addresses the on-going public health risks stemming from the outbreak of COVID–19 and the operational challenges facing firms. Significantly, FINRA understands that some firms are still unable to obtain the manual signature of applicants for registration resulting in a significant operational backlog. By immediately permitting these firms to rely on electronic signatures to satisfy the signature requirements of Rule 1010, the proposed rule change will reduce or eliminate this backlog. 040) (discussing valid electronic signatures under existing guidance). 16 See Electronic Signatures in Regulation S–T Rule 302, Securities Exchange Act Release No. 90441 (November 17, 2020), 85 FR 78224 (December 4, 2020). 17 15 U.S.C. 78o–3(b)(6). PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 13937 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. Economic Impact Assessment 1. Regulatory Objective Members, and applicants for membership, file initial, transfer and amended Form U4s electronically with FINRA through the CRD system. Rule 1010(c) currently requires that certain Form U4s filed through the CRD system be based on a manually signed copy of the form provided to a member, or an applicant for membership, by the individual (applicant for registration or associated person) on whose behalf the form is being filed. This requires that the individual on whose behalf the form is filed manually sign a printed hard copy of the completed form and return it to the member or applicant for membership. Upon receiving the manually signed copy of the form, the member, or applicant for membership, may proceed with filing the electronic version of the form through the CRD system. The manually signed copy of the Form U4 is not filed with FINRA. For purposes of the CRD filing, the member, or applicant for membership, types the individual’s name in the signature field of the electronic form in the CRD system to indicate that the individual has signed the form. However, the member, or applicant for membership, must retain the manually signed copy for record retention purposes and make it available promptly upon regulatory request. The manually signed copy may be retained in hard copy form or on compliant electronic storage media. The signature requirement is for authentication and evidentiary purposes. The COVID–19 outbreak has amplified the need for providing members, and applicants for membership, the flexibility to obtain the electronic signature of the individual on whose behalf the Form U4 is being filed. As noted above, the SEC recently amended its rules to provide similar relief.18 Further, with enhanced authentication and security of electronic signatures created through technological development, FINRA believes that it is appropriate to amend Rule 1010(c) to provide such flexibility. 18 See E:\FR\FM\11MRN1.SGM supra note 16. 11MRN1 13938 Federal Register / Vol. 86, No. 46 / Thursday, March 11, 2021 / Notices 2. Economic Baseline Under the current signature requirement, the completed Form U4 must be printed in hard copy and manually signed by the individual on whose behalf the form is being filed. The individual may manually sign it in person at the member’s, or applicant for membership’s, location. Alternatively, the individual may manually sign it and return it to the member, or applicant for membership, by mailing it back or by scanning and emailing it back.19 Upon receiving the manually signed copy of the form, the member, or applicant for membership, can proceed with filing the electronic version of the form through the CRD system. The manually signed copy must be retained for at least three years after the associated person’s employment and any other connection with the member has terminated, and it is subject to examination by regulators. As of the end of 2019, there were approximately 625,000 registered persons. In addition, approximately one million initial, transfer and amended Form U4s were filed with FINRA in 2019. Each such filing subject to a manual signature process requires labor time and costs associated with printing, scanning or mailing.20 If the manually signed copies are stored in a hard copy form, there are costs associated with such storage. khammond on DSKJM1Z7X2PROD with NOTICES 3. Economic Impact The proposed rule change would permit individuals on whose behalf the Form U4 is filed to provide an electronic signature, as an additional option to a manual signature, to evidence that they have signed the form. The proposed rule change is expected to generate cost savings for such individuals as well as for members and applicants for membership. Specifically, they may experience the saving of time and costs related to printing and, in some cases, mailing the wet signatures. Firms may also experience the saving of costs related to the storage of records as the proposed rule change gives them the ability to turn the entire Form U4 filing 19 There is currently no data on how the wet signature is being returned to the member, specifically the extent to which it was mailed, scanned and emailed, or signed in person. 20 As previously noted, for Form U4 amendments to disclosure information, the member is not required to obtain a signed copy of the form from the associated person, provided that the member obtains the associated person’s written acknowledgement or the member files the amendment consistent with the conditions described in Rule 1010.03. In addition, for Form U4 amendments to administrative information, the member is not required to obtain the associated person’s signature or written acknowledgment. See Rule 1010(c)(4). VerDate Sep<11>2014 16:53 Mar 10, 2021 Jkt 253001 process electronic. The extent of the cost saving is, however, not uniform across the filings and cannot be estimated in aggregate for two reasons. First, as noted, we do not know how the individuals are currently returning the wet signature to the member, by mail, email of the scanned copy, or in-person signature. The expected cost saving would be greater for transactions shifting from in-person or mail signature to electronic signature and less for changes from emailing of the scanned copy to electronically signing it. Second, we do not know the nature of the Form U4 amendments, some of which currently do not require a signature.21 The proposed rule change implies limited costs and minimal distributional impacts by giving individuals the option, not the requirement, to sign electronically. Individuals and firms would choose to adopt electronic signatures if they perceive the expected benefits exceeding the expected costs. The costs of obtaining electronic signature software would be greatest for first time users, either through a thirdparty provider or in-house developed software. In circumstances where firms already have the software for doing business, the incremental cost of extending the usage to the Form U4 copy would be minimal. Alternatives Considered For initial and transfer Form U4s, FINRA considered whether to provide members, and applicants for membership, the option of obtaining the written acknowledgment of the individual on whose behalf the form is being filed, rather than obtaining the individual’s manual or electronic signature on the Form U4 copy. FINRA determined not to provide this option. FINRA believes that it is important to have clear evidence of an individual’s execution of an initial or a transfer Form U4, including his or her agreement to the attestations set forth in the form. 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 foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant 21 See PO 00000 supra note 20. Frm 00065 Fmt 4703 Sfmt 4703 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, it has become effective pursuant to Section 19(b)(3)(A) of the Act 22 and Rule 19b– 4(f)(6) thereunder.23 A proposed rule change filed under Rule 19b–4(f)(6) normally does not become operative for 30 days after the date of filing. However, pursuant to Rule 19b–4(f)(6)(iii), the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. FINRA has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately upon filing. The Commission notes that the proposed rule change does not impose any new obligations on FINRA members or applicants for membership. Instead, the proposed rule change provides members and applicants for membership with the flexibility to use either manual or electronic signatures on their Form U4, which is consistent with the temporary COVID–19 relief that FINRA has provided.24 As discussed above, the proposed rule change also eliminates the need for members and applicants for membership to obtain a manual signature pursuant to FINRA’s temporary COVID–19 relief, if they choose to rely on an electronic signature pursuant to the amended rules. As FINRA stated above, the proposed rule change would provide members and applicants for membership with an opportunity to better manage the operational challenges presented by the current pandemic by facilitating the use of electronic signatures.25 FINRA stated that the COVID–19 pandemic amplified the need to permit the use of electronic signatures, and FINRA responded to this need by providing temporary relief via an FAQ on its website permitting firms to file an initial or a transfer Form U4 with FINRA prior to obtaining the manual signature of the applicant.26 The Commission believes that waiving the 30-day operative delay would aid members and applicants for membership by providing them with the option to immediately rely on an electronic signature pursuant to this rule, as well as promote operational efficiency by allowing FINRA to immediately update its existing guidance regarding the obligations of 22 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 24 See supra notes 10, 11. 25 See supra note 12 and accompanying text. 26 See supra notes 10, 11 and accompanying text. 23 17 E:\FR\FM\11MRN1.SGM 11MRN1 Federal Register / Vol. 86, No. 46 / Thursday, March 11, 2021 / Notices members and applicants for membership under Rule 1010(c) in its temporary COVID–19 relief to reflect the proposed rule change. 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. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.27 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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: khammond on DSKJM1Z7X2PROD 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– FINRA–2021–003 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–2021–003. 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 website (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 27 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule change’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 16:53 Mar 10, 2021 Jkt 253001 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 website 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–FINRA– 2021–003 and should be submitted on or before April 1, 2021. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.28 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–05025 Filed 3–10–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–91264; File No. SR– CboeBZX–2020–070] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of Amendment Nos. 1 and 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1 and 3, To List and Trade Shares of the Ø1x Short VIX Futures ETF Under BZX Rule 14.11(f)(4) (Trust Issued Receipts) March 5, 2021. I. Introduction On September 4, 2020, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares (‘‘Shares’’) of the ¥1x Short VIX Futures ETF (‘‘Fund’’), a series of VS Trust (‘‘Trust’’), under BZX Rule 14.11(f)(4) (Trust Issued Receipts). The proposed rule change was published for comment in the Federal Register on 28 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 13939 September 23, 2020.3 On October 30, 2020, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 On December 14, 2020, the Commission instituted proceedings pursuant to Section 19(b)(2)(B) of the Act 6 to determine whether to approve or disapprove the proposed rule change.7 On January 28, 2021, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change as originally filed.8 On February 19, 2021, the 3 See Securities Exchange Act Release No. 89901 (Sept. 17, 2020), 85 FR 59836 (‘‘Notice’’). Comments on the proposed rule change can be found at: https://www.sec.gov/comments/sr-cboebzx-2020070/srcboebzx2020070.htm. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 90292, 85 FR 70678 (Nov. 5, 2020). The Commission designated December 22, 2020, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 6 15 U.S.C. 78s(b)(2)(B). 7 See Securities Exchange Act Release No. 90659, 85 FR 82536 (December 18, 2020) (‘‘OIP’’). 8 In Amendment No. 1, the Exchange: (i) Updated the information regarding the Fund’s registration statement; (ii) clarified that the Index (defined below) seeks to reflect the returns that are potentially available from holding an unleveraged short position in first- and second-month VIX Futures Contracts (defined below) by measuring its daily performance from the weighted average price of VIX Futures Contracts; (iii) stated that the Sponsor (defined below) will seek to minimize the market impact of rebalances across all exchange traded products based on VIX Futures Contracts (‘‘VIX ETPs’’) that it sponsors (‘‘Funds’’) on the price of VIX Futures Contracts by limiting such Funds’ participation, on any given day, in VIX Futures Contracts to no more than ten percent (10%) of the contracts traded on Cboe Futures Exchange during any Rebalance Period (defined below); (iv) stated that, in the event the Funds expect to hit this 10% threshold during the primary Rebalance Period from 3:45 p.m. to 4:00 p.m. E.T., the Funds would extend their respective rebalances into additional Rebalance Periods and the Trade At Settlement (‘‘TAS’’) market; (v) stated that, to limit participation during periods of market illiquidity, the Sponsor may vary the manner and period over which all funds it sponsors are rebalanced, including the Fund, and that Funds will be allocated executions based on their percentage of notional transaction volume required; (vi) stated that the Index’s use of a weighted average price reference and the Sponsor’s commitment to cap participation in the VIX futures market during any Rebalance Period to no more than 10% for all Funds should, among other things, help reduce the market impact of all exposure to the VIX futures market; (vii) stated that, in reviewing VIX Futures Contracts trading back to March 26, 2004, the Fund expects that it would have participated in an Extended Rebalance Period (defined below) on one or more days only in February 2018 and March 2020; and (viii) made technical, clarifying, and conforming changes. Amendment No. 1 is available at: https://www.sec.gov/comments/sr-cboebzx-2020070/srcboebzx2020070-8308776-228419.pdf. E:\FR\FM\11MRN1.SGM 11MRN1

Agencies

[Federal Register Volume 86, Number 46 (Thursday, March 11, 2021)]
[Notices]
[Pages 13935-13939]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-05025]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91262; File No. SR-FINRA-2021-003]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Permit Firms To File a Form U4 Based on an 
Electronically Signed Copy of the Form

March 5, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act,'' ``Exchange Act,'' or ``SEA'') \1\ and Rule 19b-4 
thereunder,\2\ notice is hereby given that on February 23, 2021, the 
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 and II below, which Items 
have been prepared by FINRA. FINRA has designated the proposed rule 
change as constituting a ``non-controversial'' rule change under 
paragraph (f)(6) of Rule 19b-4 under the Act,\3\ which renders the 
proposal effective upon receipt of this filing by the Commission. 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.
    \3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    FINRA is proposing to amend FINRA Rule 1010 (Electronic Filing 
Requirements for Uniform Forms) to permit firms to file a Form U4 
(Uniform Application for Securities Industry Registration or Transfer) 
based on an electronically signed copy of the form. In addition, FINRA 
proposes to make a conforming amendment to FINRA Rule 2263 (Arbitration 
Disclosure to Associated Persons Signing or Acknowledging Form U4).
    Below is the text of the proposed rule change. Proposed new 
language is italicized; proposed deletions are in brackets.

* * * * *

1000. MEMBER APPLICATION AND ASSOCIATED PERSON REGISTRATION

1010. Electronic Filing Requirements for Uniform Forms

    (a) through (b) No Change.
    (c) Form U4 Filing Requirements.
    (1) Except as provided in paragraphs (c)(2) and (c)(3) of this 
Rule [below], every initial and transfer electronic Form U4 filing 
and any amendments to the disclosure information on Form U4 shall be 
based on a [manually] signed Form U4 provided to the member or 
applicant for membership by the person on whose behalf the Form U4 
is being filed. As part of the member's recordkeeping requirements, 
it shall retain the person's [manually] signed Form U4 or amendments 
to the disclosure information on Form U4 in accordance with SEA Rule 
17a-4(e)(1) and make them available promptly upon regulatory 
request. An applicant for membership also shall retain in accordance 
with SEA Rule 17a-4(e)(1) every [manually] signed Form U4 it 
receives during the application process and make them available 
promptly upon regulatory request.
    (2) A member may file electronically amendments to the 
disclosure information on Form U4 without obtaining the subject 
associated person's [manual] signature on the form, provided that 
the member shall use reasonable efforts to:
    (A) Provide the associated person with a copy of the amended 
disclosure information prior to filing; and
    (B) obtain the associated person's written acknowledgment (which 
may be electronic) prior to filing that the information has been 
received and reviewed. As part of the member's recordkeeping 
requirements, the member shall retain this acknowledgment in 
accordance with SEA Rule 17a-4(e)(1) and make it available promptly 
upon regulatory request.
    (3) In the event a member is not able to obtain an associated 
person's [manual] signature or written acknowledgement of amended 
disclosure information on Form U4 prior to filing of such 
information pursuant

[[Page 13936]]

to paragraph (c)(1) or (2), the member is obligated to file the 
disclosure information as to which it has knowledge in accordance 
with Article V, Section 2 of the FINRA By-Laws. The member shall use 
reasonable efforts to provide the associated person with a copy of 
the amended disclosure information that was filed.
    (4) No Change.
    (d) through (e) No Change.

   Supplementary Material

    .01 through .02 No Change.
    .03 Filing of Amendments Involving Disclosure Information. In 
the event a member is not able to obtain an associated person's 
[manual] signature or written acknowledgement of amended disclosure 
information on that person's Form U4 prior to filing of such 
amendment reflecting the information pursuant to paragraph (c)(3) of 
this Rule (examples of reasons why a member may not be able to 
obtain the [manual] signature or written acknowledgement may 
include, but are not limited to, the associated person refuses to 
acknowledge such information, is on active military service or 
otherwise is unavailable during the period provided for filing of 
such amendments under Article V of the FINRA By-Laws), the member 
shall enter ``Representative Refused to Sign/Acknowledge'' or 
``Representative Not Available'' or a substantially similar entry in 
the electronic Form U4 field for the associated person's signature.
    .04 No Change.
* * * * *

2200. COMMUNICATIONS AND DISCLOSURES

* * * * *

2260. Disclosures

* * * * *

2263. Arbitration Disclosure to Associated Persons Signing or 
Acknowledging Form U4

    A member shall provide an associated person with the following 
written statement whenever the associated person is asked, pursuant 
to FINRA Rule 1010, to [manually] sign an initial or amended Form 
U4, or otherwise provide written (which may be electronic) 
acknowledgment of an amendment to the Form U4:
    The Form U4 contains a predispute arbitration clause. It is in 
item 5 of Section 15A of the Form U4. You should read that clause 
now. Before signing the Form U4, you should understand the 
following:
    (1) through (8) No Change.

* * * * *

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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
Background
    FINRA has been conducting an ongoing review of its rulebook to 
identify and amend rules to permit the use of electronic signatures. 
For instance, in 2019, FINRA amended Rule 4512 (Customer Account 
Information) to provide firms the option of obtaining the electronic 
signature of authorized associated persons who are exercising 
investment discretion.\4\ Rule 1010 is the last remaining FINRA rule 
that expressly requires a manual signature.
---------------------------------------------------------------------------

    \4\ See Regulatory Notice 19-13 (April 2019).
---------------------------------------------------------------------------

    Specifically, Rule 1010(c) (Form U4 Filing Requirements) currently 
requires that every initial and transfer Form U4 filed with FINRA by a 
member, or an applicant for membership, be based on a manually signed 
copy of the Form U4 provided to the member, or applicant for 
membership, by the individual on whose behalf the Form U4 is being 
filed.\5\ The member, or applicant for membership, must obtain the 
manually signed copy of the Form U4 prior to filing the CRD Form U4 
with FINRA.
---------------------------------------------------------------------------

    \5\ See Rule 1010(c)(1). Members, and applicants for membership, 
file initial, transfer and amended Form U4s electronically with 
FINRA through the Central Registration Depository (``CRD[supreg]'') 
system (the ``CRD Form U4'').
---------------------------------------------------------------------------

    For any amendments to the disclosure information on the CRD Form U4 
filed with FINRA, Rule 1010(c) currently provides a member the option 
of filing the CRD Form U4 based on: (1) A manually signed copy of the 
amended Form U4 provided to the member prior to the filing by the 
associated person on whose behalf the amended Form U4 is being filed; 
or (2) a written acknowledgment (which may be electronic) from the 
associated person prior to the filing that the amended disclosure 
information was received and reviewed.\6\ If the member cannot obtain 
either the manual signature or the written acknowledgment prior to the 
filing, the firm must still proceed with filing the amended disclosure 
information as to which it has knowledge and use reasonable efforts to 
provide the associated person with a copy of the amended disclosure 
information that was filed with FINRA.\7\
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    \6\ See Rules 1010(c)(1) and (c)(2).
    \7\ See Rule 1010(c)(3). In such cases, the firm must enter 
``Representative Refused to Sign/Acknowledge,'' ``Representative Not 
Available,'' or a substantially similar entry in the CRD Form U4 
signature field for the associated person's signature. See Rule 
1010.03 (Filing of Amendments Involving Disclosure Information).
---------------------------------------------------------------------------

    Neither the manually signed copy of the Form U4 nor the written 
acknowledgment is filed with FINRA, but rather is used for 
authentication and evidentiary purposes.\8\ The manually signed copy 
and, if applicable, the written acknowledgment must be retained by the 
member, or applicant for membership, in accordance with SEC rules and 
made available promptly upon regulatory request.\9\
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    \8\ For the purposes of the CRD Form U4 filing, the member, or 
applicant for membership, must type the individual's name in the CRD 
Form U4 signature field to indicate that the individual has signed 
the form or acknowledged the information in the form.
    \9\ See Rules 1010(c)(1) and (c)(2). For record retention 
purposes, such records may be preserved on any of the acceptable 
media specified in SEA Rule 17a-4, including electronic storage 
media consistent with SEA Rule 17a-4(f). The records must be 
retained for at least three years after the associated person's 
employment and any other connection with the firm has terminated.
---------------------------------------------------------------------------

    In addition, Rule 2263 currently requires a firm to provide each 
associated person with certain written disclosures regarding the nature 
and process of arbitration proceedings whenever the firm asks an 
associated person, pursuant to Rule 1010(c), to ``manually'' sign a 
Form U4, or to otherwise provide written acknowledgment of an amendment 
to the firm.
    As noted above, FINRA has been amending its rules on an ongoing 
basis to permit the use of electronic signatures, and Rule 1010 is the 
last remaining rule that specifically requires a manual signature. In 
addition, the COVID-19 pandemic has amplified the need to permit the 
use of electronic signatures. In 2020, in response to the outbreak of 
the COVID-19 pandemic, FINRA began providing temporary relief to member 
firms from FINRA rules and requirements via frequently asked questions 
(``FAQs'') on its website.\10\ One of these FAQs temporarily permits 
firms to file an initial or a transfer Form U4 with FINRA prior to 
obtaining the manual signature of the applicant.\11\
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    \10\ See Frequently Asked Questions Related to Regulatory Relief 
Due to the Coronavirus Pandemic, available at https://www.finra.org/rules-guidance/key-topics/covid-19/faq.
    \11\ See Temporary Relief Relating to Rule 1010 (Electronic 
Filing Requirements for Uniform Forms) (added March 18, 2020), 
available at https://www.finra.org/rules-guidance/key-topics/covid-19/faq#indiv.
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Proposed Rule Change
    To facilitate the use of electronic signatures and to provide 
members, and applicants for membership, with an

[[Page 13937]]

opportunity to better manage the operational challenges presented by 
the current pandemic, FINRA proposes to amend Rule 1010(c) to provide 
the option of filing an initial or a transfer CRD Form U4 with FINRA 
based on a manually or an electronically signed copy of the form 
provided to the member, or applicant for membership, by the individual 
on whose behalf the form is being filed.\12\ With respect to any 
amendments to the disclosure information on the CRD Form U4 filed with 
FINRA, the proposed rule change provides a member the option of filing 
such amendments based on a manually or an electronically signed copy of 
the amended Form U4 provided to the member by the associated person on 
whose behalf the Form U4 is being filed.\13\
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    \12\ See proposed Rule 1010(c)(1). FINRA is providing additional 
guidance on its website regarding the obligations of firms under 
Rule 1010(c) during the ongoing COVID-19 pandemic. See Frequently 
Asked Questions Related to Regulatory Relief Due to the Coronavirus 
Pandemic, available at https://www.finra.org/rules-guidance/key-topics/covid-19/faq.
    \13\ See proposed Rule 1010(c)(1). For any amendments to the 
disclosure information on the CRD Form U4 filed with FINRA, the 
member would not be required to obtain a manually or an 
electronically signed copy of the form from the associated person, 
provided that the member obtains the associated person's written 
acknowledgment (which may be electronic) prior to the filing, as 
currently specified in Rule 1010(c)(2). Moreover, as currently 
specified in Rule 1010(c)(3), if the member cannot obtain either the 
manual or electronic signature of the associated person or the 
written acknowledgment of the associated person prior to the filing, 
the member must still proceed with filing the amended disclosure 
information as to which it has knowledge and use reasonable efforts 
to provide the associated person with a copy of the amended 
information that was filed with FINRA.
---------------------------------------------------------------------------

    Firms that choose to rely on a copy of the Form U4 electronically 
signed by the associated person will be required to retain the copy in 
accordance with SEC rules and make it available promptly upon 
request.\14\ The proposed rule change would not require the use of a 
particular type of technology to obtain a valid electronic signature 
from the associated person. For purposes of the proposed rule change, a 
valid electronic signature would be any electronic mark that clearly 
identifies the signatory and is otherwise in compliance with the 
Electronic Signatures in Global and National Commerce Act (``E-Sign 
Act''), the guidance issued by the SEC relating to the E-Sign Act, and 
the guidance provided by FINRA staff through interpretive letters.\15\
---------------------------------------------------------------------------

    \14\ See proposed Rules 1010(c)(1) and (c)(2). These 
requirements are consistent with the current requirements for a 
manually signed copy.
    \15\ See accord Securities Exchange Act Release No. 85282 (March 
11, 2019), 84 FR 9573 (March 15, 2019) (Order Approving File No. SR-
FINRA-2018-040) (discussing valid electronic signatures under 
existing guidance).
---------------------------------------------------------------------------

    In conjunction with the proposed change to Rule 1010(c), FINRA 
proposes to make a conforming change to Rule 2263 to remove the 
reference to ``manual'' signature.
    The proposed rule change is consistent with the SEC's recent 
amendments to Regulation S-T and the Electronic Data Gathering, 
Analysis, and Retrieval system (``EDGAR'') Filer Manual to permit the 
use of electronic signatures in signature authentication documents 
required under Regulation S-T in connection with electronic filings on 
EDGAR that are required to be signed.\16\
---------------------------------------------------------------------------

    \16\ See Electronic Signatures in Regulation S-T Rule 302, 
Securities Exchange Act Release No. 90441 (November 17, 2020), 85 FR 
78224 (December 4, 2020).
---------------------------------------------------------------------------

    FINRA has filed the proposed rule change for immediate 
effectiveness and has requested that the SEC waive the requirement that 
the proposed rule change not become operative for 30 days after the 
date of the filing so that FINRA can implement the proposed rule change 
immediately.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\17\ 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. The proposed rule change provides firms with the 
flexibility to rely on electronic signatures to satisfy the signature 
requirements of Rule 1010. Considering the technological advancements 
that provide for enhanced authentication and security of electronic 
signatures, FINRA believes that it is appropriate to amend Rule 1010 to 
provide such flexibility. The proposed rule change also addresses the 
on-going public health risks stemming from the outbreak of COVID-19 and 
the operational challenges facing firms. Significantly, FINRA 
understands that some firms are still unable to obtain the manual 
signature of applicants for registration resulting in a significant 
operational backlog. By immediately permitting these firms to rely on 
electronic signatures to satisfy the signature requirements of Rule 
1010, the proposed rule change will reduce or eliminate this backlog.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

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.
Economic Impact Assessment
1. Regulatory Objective
    Members, and applicants for membership, file initial, transfer and 
amended Form U4s electronically with FINRA through the CRD system. Rule 
1010(c) currently requires that certain Form U4s filed through the CRD 
system be based on a manually signed copy of the form provided to a 
member, or an applicant for membership, by the individual (applicant 
for registration or associated person) on whose behalf the form is 
being filed. This requires that the individual on whose behalf the form 
is filed manually sign a printed hard copy of the completed form and 
return it to the member or applicant for membership. Upon receiving the 
manually signed copy of the form, the member, or applicant for 
membership, may proceed with filing the electronic version of the form 
through the CRD system. The manually signed copy of the Form U4 is not 
filed with FINRA. For purposes of the CRD filing, the member, or 
applicant for membership, types the individual's name in the signature 
field of the electronic form in the CRD system to indicate that the 
individual has signed the form. However, the member, or applicant for 
membership, must retain the manually signed copy for record retention 
purposes and make it available promptly upon regulatory request. The 
manually signed copy may be retained in hard copy form or on compliant 
electronic storage media. The signature requirement is for 
authentication and evidentiary purposes.
    The COVID-19 outbreak has amplified the need for providing members, 
and applicants for membership, the flexibility to obtain the electronic 
signature of the individual on whose behalf the Form U4 is being filed. 
As noted above, the SEC recently amended its rules to provide similar 
relief.\18\ Further, with enhanced authentication and security of 
electronic signatures created through technological development, FINRA 
believes that it is appropriate to amend Rule 1010(c) to provide such 
flexibility.
---------------------------------------------------------------------------

    \18\ See supra note 16.

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[[Page 13938]]

2. Economic Baseline
    Under the current signature requirement, the completed Form U4 must 
be printed in hard copy and manually signed by the individual on whose 
behalf the form is being filed. The individual may manually sign it in 
person at the member's, or applicant for membership's, location. 
Alternatively, the individual may manually sign it and return it to the 
member, or applicant for membership, by mailing it back or by scanning 
and emailing it back.\19\ Upon receiving the manually signed copy of 
the form, the member, or applicant for membership, can proceed with 
filing the electronic version of the form through the CRD system. The 
manually signed copy must be retained for at least three years after 
the associated person's employment and any other connection with the 
member has terminated, and it is subject to examination by regulators.
---------------------------------------------------------------------------

    \19\ There is currently no data on how the wet signature is 
being returned to the member, specifically the extent to which it 
was mailed, scanned and emailed, or signed in person.
---------------------------------------------------------------------------

    As of the end of 2019, there were approximately 625,000 registered 
persons. In addition, approximately one million initial, transfer and 
amended Form U4s were filed with FINRA in 2019. Each such filing 
subject to a manual signature process requires labor time and costs 
associated with printing, scanning or mailing.\20\ If the manually 
signed copies are stored in a hard copy form, there are costs 
associated with such storage.
---------------------------------------------------------------------------

    \20\ As previously noted, for Form U4 amendments to disclosure 
information, the member is not required to obtain a signed copy of 
the form from the associated person, provided that the member 
obtains the associated person's written acknowledgement or the 
member files the amendment consistent with the conditions described 
in Rule 1010.03. In addition, for Form U4 amendments to 
administrative information, the member is not required to obtain the 
associated person's signature or written acknowledgment. See Rule 
1010(c)(4).
---------------------------------------------------------------------------

3. Economic Impact
    The proposed rule change would permit individuals on whose behalf 
the Form U4 is filed to provide an electronic signature, as an 
additional option to a manual signature, to evidence that they have 
signed the form. The proposed rule change is expected to generate cost 
savings for such individuals as well as for members and applicants for 
membership. Specifically, they may experience the saving of time and 
costs related to printing and, in some cases, mailing the wet 
signatures. Firms may also experience the saving of costs related to 
the storage of records as the proposed rule change gives them the 
ability to turn the entire Form U4 filing process electronic. The 
extent of the cost saving is, however, not uniform across the filings 
and cannot be estimated in aggregate for two reasons. First, as noted, 
we do not know how the individuals are currently returning the wet 
signature to the member, by mail, email of the scanned copy, or in-
person signature. The expected cost saving would be greater for 
transactions shifting from in-person or mail signature to electronic 
signature and less for changes from emailing of the scanned copy to 
electronically signing it. Second, we do not know the nature of the 
Form U4 amendments, some of which currently do not require a 
signature.\21\
---------------------------------------------------------------------------

    \21\ See supra note 20.
---------------------------------------------------------------------------

    The proposed rule change implies limited costs and minimal 
distributional impacts by giving individuals the option, not the 
requirement, to sign electronically. Individuals and firms would choose 
to adopt electronic signatures if they perceive the expected benefits 
exceeding the expected costs. The costs of obtaining electronic 
signature software would be greatest for first time users, either 
through a third-party provider or in-house developed software. In 
circumstances where firms already have the software for doing business, 
the incremental cost of extending the usage to the Form U4 copy would 
be minimal.
Alternatives Considered
    For initial and transfer Form U4s, FINRA considered whether to 
provide members, and applicants for membership, the option of obtaining 
the written acknowledgment of the individual on whose behalf the form 
is being filed, rather than obtaining the individual's manual or 
electronic signature on the Form U4 copy. FINRA determined not to 
provide this option. FINRA believes that it is important to have clear 
evidence of an individual's execution of an initial or a transfer Form 
U4, including his or her agreement to the attestations set forth in the 
form.

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 foregoing 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, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \22\ and Rule 19b-
4(f)(6) thereunder.\23\
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days after the date of filing. However, 
pursuant to Rule 19b-4(f)(6)(iii), the Commission may designate a 
shorter time if such action is consistent with the protection of 
investors and the public interest. FINRA has asked the Commission to 
waive the 30-day operative delay so that the proposed rule change may 
become operative immediately upon filing.
    The Commission notes that the proposed rule change does not impose 
any new obligations on FINRA members or applicants for membership. 
Instead, the proposed rule change provides members and applicants for 
membership with the flexibility to use either manual or electronic 
signatures on their Form U4, which is consistent with the temporary 
COVID-19 relief that FINRA has provided.\24\ As discussed above, the 
proposed rule change also eliminates the need for members and 
applicants for membership to obtain a manual signature pursuant to 
FINRA's temporary COVID-19 relief, if they choose to rely on an 
electronic signature pursuant to the amended rules. As FINRA stated 
above, the proposed rule change would provide members and applicants 
for membership with an opportunity to better manage the operational 
challenges presented by the current pandemic by facilitating the use of 
electronic signatures.\25\ FINRA stated that the COVID-19 pandemic 
amplified the need to permit the use of electronic signatures, and 
FINRA responded to this need by providing temporary relief via an FAQ 
on its website permitting firms to file an initial or a transfer Form 
U4 with FINRA prior to obtaining the manual signature of the 
applicant.\26\ The Commission believes that waiving the 30-day 
operative delay would aid members and applicants for membership by 
providing them with the option to immediately rely on an electronic 
signature pursuant to this rule, as well as promote operational 
efficiency by allowing FINRA to immediately update its existing 
guidance regarding the obligations of

[[Page 13939]]

members and applicants for membership under Rule 1010(c) in its 
temporary COVID-19 relief to reflect the proposed rule change. 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. Accordingly, the Commission hereby waives the 30-day 
operative delay and designates the proposal operative upon filing.\27\
---------------------------------------------------------------------------

    \24\ See supra notes 10, 11.
    \25\ See supra note 12 and accompanying text.
    \26\ See supra notes 10, 11 and accompanying text.
    \27\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule change's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. 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 [email protected]. Please include 
File Number SR-FINRA-2021-003 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-2021-003. 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 website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-FINRA-2021-003 and should be submitted 
on or before April 1, 2021.
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    \28\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05025 Filed 3-10-21; 8:45 am]
BILLING CODE 8011-01-P


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