Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate Its Equity and General Rules From Its Current Rulebook Into Its New Rulebook Shell, 26567-26572 [2021-10176]
Download as PDF
<![CDATA[
Federal Register / Vol. 86, No. 92 / Friday, May 14, 2021 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.36
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–10173 Filed 5–13–21; 8:45 am]
BILLING CODE 8011–01–P
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
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91830; File No. SR–BX–
2021–012]
Self-Regulatory Organizations; Nasdaq
BX, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Relocate Its Equity
and General Rules From Its Current
Rulebook Into Its New Rulebook Shell
May 10, 2021.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 27,
2021, Nasdaq BX, Inc. (‘‘BX’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to relocate its
equity and general rules from its current
Rulebook into its new Rulebook shell.
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/bx/rules, at the principal office
of the Exchange, and at the
Commission’s Public Reference Room.
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, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
19:58 May 13, 2021
Universal Changes
The Exchange proposes to update all
cross-references within the Rulebook
shell to the new relocated rule cites. The
Exchange proposes to replace internal
rule references to simply state ‘‘this
Rule’’ where the rule is citing itself
without a more specific cite included in
the Rule. For example, if BX Rule 4619
refers currently to ‘‘Rule 4619’’ or ‘‘this
Rule 4619’’ the Exchange will amend
the phrase to simply ‘‘this Rule.’’ Except
where the Exchange specifies below that
it will retain the current rule
numbering, the Exchange also proposes
to conform the paragraph numbering
and lettering to that used in the
Rulebook shell for greater consistency,
and to correct punctuation. The
Exchange proposes to rename the term
‘‘Commentary’’ with ‘‘Supplementary
Material.’’ Furthermore, the Exchange
proposes to delete reserved rules, other
than those within the 5000 Series Rules
and 11100 Series Rules which are both
being relocated without deleting the
reserved rules, with the exception of
Rules 5300 and 5400, which are
currently reserved, and are being
deleted. The Exchange also proposes to
delete rules that are currently marked as
deleted.
The Exchange proposes to update the
references to the 9000 Series and 9600
Series to refer to the General 5, 9000
Series and General 5, 9600 Series
respectively in connection with a prior
rule change that incorporated Nasdaq
3 Previously, the Exchange filed to relocate other
rules within its Rulebook. See Securities Exchange
Act Release No. 87468 (November 5, 2019), 84 FR
61091 (November 12, 2019) (SR–BX–2019–039).
36 17
VerDate Sep<11>2014
The purpose of this rule change is to
relocate BX’s equity and general rules
from the current Rulebook into the new
Rulebook shell.3 The Exchange also
proposes a number of minor, nonsubstantive changes to the Rulebook
shell as described below. The relocation
and harmonization of these rules is part
of the Exchange’s continued effort to
promote efficiency and conformity of its
rules to the extent applicable with those
of its affiliated exchanges. The Exchange
believes that the placement of these
rules into their new location in the
Rulebook shell will facilitate the use of
the Rulebook by members.
Jkt 253001
PO 00000
Frm 00111
Fmt 4703
Sfmt 4703
26567
General 5, Rule 9000 and 9600 Series
into BX General 5.4
The Exchange also proposes to delete
the following section headers that are
currently within the BX Rules: 2100.
General Standards; 2800. Special
Products; 2900. Responsibilities to
Other Brokers or Dealers; 5 2000A.
Business Conduct; 3000.
Responsibilities Relating to Associated
Persons, Employees, and Others’
Employees; 3300. Trading; 4000. Listing
and Trading on the Exchange; 4100,
General; 4400, Other Listing Rules;
4600, Requirements for Equities Market
Makers and Other Participants in the
Nasdaq BX Equities Market; 4610,
Registration and Other Requirements;
4700, The Nasdaq BX Equities Market;
4750, Execution Services; 5000. BX
Venture Market Listing Rules; 6000.
Other Systems and Programs; 6 7000A.
Order Audit Trail Series; 7400A, Order
Audit Trail System; and 11000. Uniform
Practice Code.
General 1
The Exchange proposes to amend the
section heading from General 1, General
1 to General 1, Section 1. The Exchange
also proposes to retitle General 1,
Section 1 from ‘‘General Provisions’’ to
‘‘Definitions.’’ The Exchange proposes
to update the citations within General 1,
Section 10 (Exchange Review Council)
to account for rule relocations proposed
herein and remove the word ‘‘Rules’’
associated with the citations.
General 2
The Exchange proposes to relocate
Rule 4615 (Sponsored Participants) to
General 2, Section 22, which is
currently reserved, to harmonize the
Exchange’s rule numbering to that of
Nasdaq PHLX LLC (‘‘Phlx’’) General 2,
Section 22, which currently sets forth
the same rule on Phlx.
General 3
The Exchange proposes to reword
references to the Nasdaq Rule 1000
Series to Nasdaq General 3, Rule 1000
Series to reflect the placement and
numbering of the rule within the
4 See Securities and Exchange Act Release No.
88938 (June 1, 2020), 85 FR 33235 (May 26, 2020)
(SR–BX–2020–009) (Notice of Filing and Immediate
Effectiveness of Proposed Rule Change To Relocate
the BX Disciplinary Rules and Incorporate by
Reference the Disciplinary Rules of The Nasdaq
Stock Market LLC).
5 BX proposes to delete the other non-substantive
rule text under this header which replicates the
header and indicates that Rule 2910 was deleted.
6 BX proposes to delete the non-substantive
reference to 6800 which is reserved under this
header.
E:\FR\FM\14MYN1.SGM
14MYN1
26568
Federal Register / Vol. 86, No. 92 / Friday, May 14, 2021 / Notices
Nasdaq Rulebook.7 The Exchange
proposes to update the citation to
Nasdaq Rule 0120 within General 3,
Section 1. Nasdaq Rule 0120 was
relocated to General 1 within SR–
NASDAQ–2019–098.8 The Exchange
also proposes to update citations to
Rules 3010 and 3011 within General 3,
Section 1. Rule 3010 was relocated to
General 9, Section 20 and Rule 3011
was relocated to General 9, Section 37
within SR–BX–2019–039.9 Similarly,
Nasdaq Rule 3010 was relocated to
General 9, Section 20 and Nasdaq Rule
3011 was relocated to General 9, Section
37 within SR–NASDAQ–2019–039.10
General 9
The Exchange proposes to relocate
Rule 2170 (Disruptive Quoting and
Trading Activity Prohibited) to General
9, Section 53, and to reserve General 9,
Section 52. The Exchange also proposes
to re-number certain subsections under
proposed new General 9, Section 53 to
conform to the numbering in Nasdaq
General 9, Section 53. In particular,
relocating Rule 2170 to General 9,
Section 53 will harmonize the
Exchange’s rule numbering to that of
Phlx General 9, Section 53, which
currently sets forth the same rule
prohibiting disruptive quoting and
trading activity on Phlx. Because this
Rule is being added to General 9, which
applies to both the Exchange’s equities
and options markets, the Exchange
proposes to delete a duplicate rule in
Options 9, Section 4, which applies
only to the options market. The
Exchange proposes to relocate Rule
2843, Account Approval, to General 9,
Section 64 to harmonize the Exchange’s
rules to that of Phlx General 9, Section
64. The proposed rule numbering is to
ensure that the Exchange’s General 9
rules mirror its affiliated exchanges’
General 9 rules as closely as practicable.
The Exchange also proposes to
relocate Rule 4570 (Custodian of Books
and Records) to General 9, Section 71
similar to Nasdaq. Also, BX proposes to
reserve Sections 54–70, except Section
64.
The Exchange further proposes to
update several obsolete cross-references
throughout General 9 that presently
refer to rules that were already moved
to the Rulebook shell under SR–BX–
2019–039.11 The Exchange also
proposes to update the cross-references
to Rule 2310A (within General 9,
Section 12(b)), and Rule 2310A (within
General 9, Section 18(c)(1)(C)(iv)) to
relocated Equity 10, Section 1, and
update the references to General 4,
Section 1.1200 Series and General 4,
Section 1.1210 (within General 9,
Section 20(b)) by replacing ‘‘Section 1.’’
with the word ‘‘Rule’’.
Equity 1
The Exchange proposes to amend the
section header from Equity 1, Equity 1
to Equity 1, Section 1. The Exchange
also proposes to add ‘‘(a)’’ before the
phrase ‘‘When used in the Equity Rules
. . .’’ to conform to the paragraph
lettering of the Rulebook shell. Lastly,
the Exchange proposes to relocate the
Shell rule
khammond on DSKJM1Z7X2PROD with NOTICES
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Equity 2
The Exchange proposes to relocate the
following rules into Equity 2 which is
titled Equity Market Participants. The
Exchange proposes to instead title this
section ‘‘Market Participants’’ to
conform to Nasdaq’s Rulebook
Structure.12
Current rule
1 ..........
2 ..........
3 ..........
4 ..........
5 ..........
6 ..........
7 ..........
8 ..........
9 ..........
10 ........
11 ........
12 ........
13 ........
14 ........
15 ........
16 ........
17 ........
4601.
4200.
4611.
4612.
4613.
4614.
4616.
4617.
4618.
4619.
4620.
4621.
4622.
4623.
4624.
4625.
4626.
Scope.
Definitions.13
Nasdaq BX Market Participant Registration.
Registration as an Equities Market Maker.
Market Maker Obligations.14
Stabilizing Bids.
Reports.
Normal Business Hours.
Clearance and Settlement.
Withdrawal of Quotations.
Voluntary Termination of Registration.
Suspension and Termination of Quotations.
Termination of Exchange Service.
Alternative Trading Systems.
Penalty Bids and Syndicate Covering Transactions.
Obligation to Provide Information.15
Limitation of Liability.
7 See Securities Exchange Act Release No. 87778
(December 17, 2019), 84 FR 70590 (December 23,
2019) (SR–NASDAQ–2020–079) (Notice of Filing
and Immediate Effectiveness of Proposed Rule
Change To Relocate Its Equity and General Rules
From Its Current Rulebook Into Its New Rulebook
Shell).
8 The Exchange previously relocated certain
definitions within Rule 0120, ‘‘Definitions’’ into
General 1 and Equity 1. The definitions applicable
to General 3 are located within General 1. See
VerDate Sep<11>2014
defined terms currently within Rule
4701(a)–(l) into Equity 1, Section 1(a)(6),
subsections (1)–(4) and (8)–(18). With
respect to current Rule 4701(a), which
contains the term ‘‘Nasdaq BX Equities
Market’’ or ‘‘System’’, BX notes this
term currently exists within Equity 1,
Section 1(6), however, BX proposes to
add portions of Rule 4701(a) that are not
currently described within Equity 1,
Section 1(6). Current Rule 4701(a)
provides, ‘‘(a) The term ‘‘Nasdaq BX
Equities Market’’ or ‘‘System’’ shall
mean the automated system for order
execution and trade reporting owned
and operated by the Exchange. The
System comprises: . . .’’. The Exchange
notes that provisions of Rule 4701(a)
starting with the phrase ‘‘The System
comprises . . .’’ are not contained in the
current definition of ‘‘Nasdaq BX
Equities Market’’ or ‘‘System’’ at Equity
1, Section 1(6), and therefore, the
Exchange proposes to relocate those
provisions to proposed Equity 1, Section
1(a)(6). The Exchange notes that the
remainder of the rule text within Rule
4701(a) was duplicative with the rule
text within Equity 1, Section 1(6) and
therefore, the Exchange proposes to
delete the duplicative text.
19:58 May 13, 2021
Jkt 253001
Securities Exchange Act Release No. 87778
(December 17, 2019), 84 FR 70590 (December 23,
2019) (SR–NASDAQ–2019–098) (Notice of Filing
and Immediate Effectiveness of Proposed Rule
Change To Relocate Rules From Its Current
Rulebook Into Its New Rulebook Shell).
9 See supra note 3.
10 See Securities Exchange Act Release No. 87778
(December 17, 2019), 84 FR 70590 (December 23,
2019) (SR–NASDAQ–2019–098) (Notice of Filing
and Immediate Effectiveness of Proposed Rule
PO 00000
Frm 00112
Fmt 4703
Sfmt 4703
Change To Relocate Rules From Its Current
Rulebook Into Its New Rulebook Shell).
11 See supra note 3.
12 See Securities Exchange Act Release No. 90577
(December 7, 2020), 85 FR 80202 (December 11,
2020) (SR–NASDAQ–2020–079) (Notice of Filing
and Immediate Effectiveness of Proposed Rule
Change To Relocate Its Equity and General Rules
From Its Current Rulebook Into Its New Rulebook
Shell).
E:\FR\FM\14MYN1.SGM
14MYN1
Federal Register / Vol. 86, No. 92 / Friday, May 14, 2021 / Notices
Shell rule
Current rule
Section 18 ........
Section 19 ........
Section 20 ........
4627. Obligation to Honor System Trades.
4628. Compliance with Rules and Registration Requirements.
4631. Customer Disclosures.
Equity 3
The Exchange proposes to re-title
Equity 3, from ‘‘Equity Trading Rules’’
to ‘‘BX Venture Market Listing Rules.’’
The Exchange proposes to relocate to
Equity 3 the Rule 5000 Series BX
Venture Market Listing Rules without
changing the rule numbers. The
Exchange proposes to delete Rules 5300
and 5400, which are reserved. The
Exchange also proposes to correct the
spelling of the word ‘‘decision’’ within
Rule 5815, Review of Staff
Determinations by Hearings Panel.
Shell rule
Section
Section
Section
Section
1
2
3
4
..........
..........
..........
..........
4201.
4420.
4421.
4450.
The Exchange proposes to re-title
Equity 4, currently ‘‘Limit Up Limit
Down,’’ to ‘‘Equity Trading Rules.’’ The
Exchange proposes to relocate Rules
4110, 4120, 4121, 4702, 4703, 4752,
4756, 4757, 4758, 4759, 4760, 4761,
4762, 4763, 4770 and 4780 into Equity
4 and retain the current rule numbers.
Within Rule 4110 the Exchange is
adding a reference to Equity 3A because
the listing standards, as proposed
herein, are set forth in the Rule 5000
Series under Equity 3 and in Equity 3A.
Equity 3A contains current Rules 4201,
4420, 4421 and 4450. The Exchange
proposes to relocate the rule text of IM–
Shell rule
..........
..........
..........
..........
..........
..........
khammond on DSKJM1Z7X2PROD with NOTICES
The Exchange proposes to relocate the
7000A Series Rules to Equity 5 as
follows:
7410A.
7420A.
7430A.
7440A.
7450A.
7460A.
Applicability.
Synchronization of Member Business Clocks.
Recording of Order Information.17
Order Data Transmission Requirements.18
Violation of Order Audit Trail System Rules.19
Equity 6
The Exchange proposes to title Equity
6, which is currently reserved, to ‘‘BX
Risk Management Service; Other
Systems and Programs,’’ and to relocate
the following rules into Equity 6:
Current rule
..........
..........
..........
..........
..........
Reserved.
Reserved.
4764. BX Kill Switch.
4765. Exchange Sharing of Participant Risk Settings, excluding Commentary.
Commentary to 4765. Exchange Sharing of Participant Risk Settings (Re-titled as ‘‘Risk Settings’’).
13 The Exchange proposes to amend the current
rule text of Rule 4200(a), which refers to the Rule
4000 Series, to refer to Equity 2. The definitions
within current Rule 4200(a)(1) and (2) are federal
rules which apply to Equity 2 in general and the
definition within Rule 4200(a)(3) is simply a
defined term. The defined terms are only used in
Equity 2.
14 BX proposes a minor technical amendment to
change an ‘‘a’’ to ‘‘an’’ within the first sentence of
proposed Section 5.
15 The Exchange will not port over the reference
to IM–4120–1 into the Rulebook shell as this Rule
does not currently exist in the BX Rulebook.
VerDate Sep<11>2014
Equity 5
Current rule
Shell rule
1
2
3
4
5
4120–3, Circuit Breaker Securities Pilot,
to the end of Rule 4120. Also, a
reference to Rule 4751(f) is being
updated to Rule 4703(g) within Rule
4756, Discretionary Orders, to correct
the current citation.
Definitions.16
The Exchange proposes to delete Rule
7470A which is currently reserved.
Section
Section
Section
Section
Section
The Exchange proposes to add a new
Equity 3A, titled ‘‘Other Listing Rules
and Rules Regarding Unlisted Trading
Privileges.’’ The Exchange proposes to
relocate the following rules into Equity
3A:
Operation of Listing Standards.
Additional Quantitative Listing Criteria.
Derivative Securities Traded under Unlisted Trading Privileges.
Additional Quantitative Maintenance Criteria.
Equity 4
1
2
3
4
5
6
Equity 3A
Current rule
The Exchange proposes to remove
reserved sections and re-letter and renumber the remaining sections in Rules
4201, 4420, 4421, and 4450.
Section
Section
Section
Section
Section
Section
26569
19:58 May 13, 2021
Jkt 253001
16 The Exchange proposes to update a cross
reference currently within Rule 7410A(o) that
defines ‘‘Proprietary Trading Firm.’’ Within that
defined term, there is a reference to Rule 0210(g),
which refers to the term ‘‘customer’’. The current
reference to Rule 0210(g) is an error and should
have referred to Rule 0120(g). The Exchange
previously relocated certain definitions within Rule
0120, ‘‘Definitions’’ into General 1 and Equity 1.
The term ‘‘customer’’ was relocated to BX Equity 1.
See supra note 3. That definition of customer is the
same definition as in current Rule 7410A(a) which
is being relocated within this proposal to proposed
Equity 5, Section 1(c). The Exchange proposes to
utilize the definition of the term ‘‘customer’’ within
PO 00000
Frm 00113
Fmt 4703
Sfmt 4703
Equity 5, Section 1(c) within proposed new Equity
5, Section 1(o).
17 The Exchange proposes to update the reference
within current Rule 7440A, Recording of Order
Information, to IM–2110–2 to General 9, Section 1.
IM–2110–2 was relocated to General 9, Section 1 in
SR–BX–2019–039. See supra note 3.
18 The Exchange proposes to amend the term
‘‘Equity Rule of the 7400A Series’’ within proposed
Section 5, Order Data Transmission Requirements,
to instead provide ‘‘Section within Equity 5.’’
19 The Exchange is amending the reference to
Rule 2210 to instead refer to General 9, Section 1.
Rule 2210 was relocated to General 9, Section 1 in
SR–BX–2019–039. See supra note 3.
E:\FR\FM\14MYN1.SGM
14MYN1
26570
Federal Register / Vol. 86, No. 92 / Friday, May 14, 2021 / Notices
Shell rule
Current rule
Section 6 ..........
Reserved.
Equity 8
The Exchange proposes to reserve
Equity 8 which is currently titled
‘‘Uniform Practice Code.’’ This section
does not currently contain any rules.
Equity 8A
The Exchange proposes to add an
Equity 8A, which will be reserved.
Equity 9
The Exchange proposes to re-title
Equity 9, currently ‘‘Supplementary
Shell rule
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Current rule
1 ..........
2 ..........
3 ..........
4 ..........
5 ..........
6 ..........
7 ..........
8 ..........
9 ..........
10 ........
11 ........
12 ........
13 ........
14 ........
15 ........
16 ........
17 ........
18 ........
19 ........
Section 20 ........
3220. Adjustment of Open Orders.
3230. Clearing Agreements.
3310. Publication of Transactions and Quotations.
IM–3310. Manipulative and Deceptive Quotations.
3320. Offers at Stated Prices.
3340. Prohibition on Transactions, Publication of Quotations, or Publication of Indications of Interest During Trading Halts.
3350. Suspension of Trading.
3351. Trading Practices.
3360. Short-Interest Reporting.
3370. Prompt Receipt and Delivery of Securities.
3380. Order Entry and Execution Practices.
3381. SEC Rule 19c–1—Governing Certain Off-Board Agency Transactions by Members of National Securities Exchanges.
3385. SEC Rule 19c–3—Governing Off-Board Trading by Members of National Securities Exchanges.
3390. SEC Rule 604—Display of Customer Limit Orders.
2844. Suitability.
2845. Discretionary Accounts.20
2846. Supervision of Accounts.
2847. Customer Complaints.
2848. Communications with the Public and Customers Concerning Index Warrants, Currency Index Warrants, and Currency
Warrants.
2849. Maintenance of Records.
A reference to ‘‘NASD’’ is being updated
to refer to ‘‘FINRA’’ within proposed
Equity 9, Section 1, Adjustment of Open
Orders. The Exchange proposes to
update two obsolete cross-references in
Equity 9, Section 4 (Manipulative and
Deceptive Quotations) that currently
point to Rules 2110 and 2120. Rule 2110
(Standards of Commercial Honor and
Principles of Trade) was relocated to
General 9, Section 1 of the Rulebook
shell under SR–BX–2019–039.21 Rule
2120 (Use of Manipulative, Deceptive or
Other Fraudulent Devices) was likewise
relocated to General 9, Section 1 of the
Rulebook shell under SR–BX–2019–039.
The Exchange proposes to capitalize the
‘‘The’’ before ‘‘Options Clearing
Corporation’’ within new Section 13,
SEC Rule 19c–3—Governing Off-Board
Trading by Members of National
Securities Exchanges. Finally, the
Shell rule
khammond on DSKJM1Z7X2PROD with NOTICES
4
5
6
7
8
..........
..........
..........
..........
..........
Equity 10
The Exchange proposes to re-title
Equity 10, which is currently titled ‘‘BX
Venture Listing Rules,’’ to ‘‘Other
Products and Securities,’’ and to
relocate the following rules into Equity
10:
2310A. Direct Participation Programs.
2830. Investment Company Securities.
2840. Trading in Index Warrants, Currency Index Warrants, and Currency Warrants.
2841. General.
2842. Definitions.
2850. Position Limits.
2851. Exercise Limits.
2852. Reporting Requirements.
2853. Liquidation of Index Warrant Positions.
4630. Trading in Commodity-Related Securities.
Equity 11
Code,’’ and relocate the current Rule
11000 Series into new Equity 11
without renumbering the rules.
The Exchange proposes to add new
Equity 11, titled ‘‘Uniform Practice
20 The Exchange amended the reference in
proposed new Section 16(b) of this rule to ‘‘General
9, Sections 19 and 45.’’
VerDate Sep<11>2014
Exchange proposes to reserve Section 21
through Section 23.
Current rule
Section 1 ..........
Section 2 ..........
Section 3 ..........
Section
Section
Section
Section
Section
Conduct Rules,’’ to ‘‘Business Conduct.’’
This section does not currently contain
any rules. The Exchange proposes to
relocate the following rules into Equity
9:
19:58 May 13, 2021
Jkt 253001
21 See
PO 00000
The Exchange proposes to correct a
spelling error in the title of IM–11110 to
provide ‘‘Refusal to Abide by Rulings of
supra note 3.
Frm 00114
Fmt 4703
Sfmt 4703
E:\FR\FM\14MYN1.SGM
14MYN1
Federal Register / Vol. 86, No. 92 / Friday, May 14, 2021 / Notices
khammond on DSKJM1Z7X2PROD with NOTICES
the Exchange’s Regulation Department
Staff’’. The spelling of the word ‘‘Staff’’
is being amended.
The Exchange proposes to correct the
spelling of the word ‘‘certificate’’ and
remove the apostrophe within IM–
11710. Uniform Reclamation Form.
The Exchange also proposes to update
an obsolete cross-reference in IM–11720
(Obligations of Members Who Discover
Securities in Their Possession to Which
They Are Not Entitled) that currently
points to Rule 2110. Rule 2110
(Standards of Commercial Honor and
Principles of Trade) was relocated to
General 9, Section 1 of the Rulebook
shell under SR–BX–2019–039.22
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,23 in general, and furthers the
objectives of Section 6(b)(5) of the Act,24
in particular, in that it is designed to
promote just and equitable principles of
trade and to protect investors and the
public interest by bringing greater
transparency to its rules by relocating
the equity and general rules into the
new Rulebook shell together with other
rules which have already been
relocated.25 The Exchange’s proposal is
consistent with the Act and will protect
investors and the public interest by
harmonizing its rules, where applicable,
across Nasdaq affiliated markets so that
members can readily locate rules which
cover similar topics. The relocation and
harmonization of the BX Rules is part of
the Exchange’s continued effort to
promote efficiency and conformity of its
rules to the extent applicable with those
of its affiliated exchanges. The Exchange
believes that the placement of the BX
equity and general rules into their new
location in the shell will facilitate the
use of the Rulebook by members.
Specifically, the Exchange believes that
market participants that are members of
more than one Nasdaq affiliated market
will benefit from the ability to compare
Rulebooks.
The Exchange is not substantively
amending rule text. The renumbering,
re-lettering, deleting reserved and
already deleted rules, amending crossreferences and other minor technical
changes will bring greater transparency
to BX’s Rules. The Exchange’s affiliates
have already filed similar rule changes
to relocate their respective equity and
general rules into the same location in
each Rulebook for ease of reference.26
22 See
supra note 3.
U.S.C. 78f(b).
24 15 U.S.C. 78f(b)(5).
25 See supra note 3.
26 The Nasdaq Stock Market LLC previously filed
to relocate its equity and general rules. See
23 15
VerDate Sep<11>2014
19:58 May 13, 2021
Jkt 253001
The Exchange believes its proposal will
benefit investors and the general public
by increasing the transparency of its
Rulebook and promoting easy
comparisons among the various Nasdaq
affiliated exchanges’ Rulebooks.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange believes that the proposed
amendments do not impose an undue
burden on competition because the
amendments to relocate the equity and
general rules are non-substantive. This
rule change is intended to bring greater
clarity to the Exchange’s Rules and to
promote easy comparisons among the
various Nasdaq affiliated exchanges’
Rulebooks. Renumbering, re-lettering,
deleting reserved rules and already
deleted rules, and amending crossreferences will bring greater
transparency to BX’s Rules.
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.
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 27 and Rule 19b–
4(f)(6) thereunder.28
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 29 normally does not become
operative for 30 days after the date of its
Securities Exchange Act Release No. 90577
(December 7, 2020), 85 FR 80202 (December 11,
2020) (SR–NASDAQ–2020–079). See also Securities
Exchange Act Release No. 91058 (February 4, 2021),
86 FR 8966 (February 10, 2021) (SR–Phlx–2021–04).
27 15 U.S.C. 78s(b)(3)(A).
28 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
29 17 CFR 240.19b–4(f)(6).
PO 00000
Frm 00115
Fmt 4703
Sfmt 4703
26571
filing. However, Rule 19b–4(f)(6)(iii) 30
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has asked
the Commission to waive the 30-day
operative delay.31 Waiver of the
operative delay would allow the
Exchange to immediately relocate its
rules and continue to file other rules
that are affected by this relocation in a
timely manner. 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
waives the operative delay and
designates the proposed rule change
operative upon filing.32
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
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
BX–2021–012 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.
30 17
CFR 240.19b–4(f)(6)(iii).
current proposed rule change amends or
relocates certain rules that were amended within
SR–BX–2021–006, and those amendments within
SR–BX–2021–006 are effective but not yet
operative. See Securities Exchange Act Release No.
91370 (March 19, 2021), 86 FR 15996 (March 25,
2021) (SR–BX–2021–006). The current proposed
rule change does not affect the operative date of
those amendments within SR–BX–2021–006.
32 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).
31 The
E:\FR\FM\14MYN1.SGM
14MYN1
26572
Federal Register / Vol. 86, No. 92 / Friday, May 14, 2021 / Notices
All submissions should refer to File
Number SR–BX–2021–012. 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 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–BX–2021–012 and should
be submitted on or before June 4, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.33
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–10176 Filed 5–13–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34267; File No. 812–15143]
Teachers Insurance and Annuity
Association of America, et al.
May 10, 2021.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
khammond on DSKJM1Z7X2PROD with NOTICES
AGENCY:
Notice of application for an order
approving the substitution of certain
securities pursuant to section 26(c) of
the Investment Company Act of 1940, as
amended (the ‘‘Act’’).
33 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
19:58 May 13, 2021
Jkt 253001
Teachers Insurance and
Annuity Association of America
(‘‘TIAA’’) and TIAA Separate Account
VA–3 (the ‘‘Separate Account,’’ and
together with TIAA, the ‘‘Applicants’’).
SUMMARY OF APPLICATION: The
Applicants seek an order pursuant to
section 26(c) of the Act, approving the
proposed substitution (‘‘Substitution’’)
of Vanguard Institutional Index Fund
(‘‘Replacement Fund’’) for shares of
Vanguard 500 Index Fund (‘‘Original
Fund’’) held by the Separate Account to
fund certain variable annuity insurance
contracts (collectively, the ‘‘Contracts’’).
FILING DATES: The application was filed
on July 13, 2020 and amended on
November 13, 2020, February 26, 2021,
and April 22, 2021.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants
with a copy of the request by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on June 4,
2021, and should be accompanied by
proof of service on applicants, in the
form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0–
5 under the Act, hearing requests should
state the nature of the writer’s interest,
any facts bearing upon the desirability
of a hearing on the matter, the reason for
the request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
emailing the Commission’s Secretary.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Aneal Krishnamurthy,
aneal.krishnamurthy@tiaa.org.
FOR FURTHER INFORMATION CONTACT:
Harry Eisenstein, Senior Special
Counsel, at (202) 551–6764 or Kaitlin C.
Bottock, Branch Chief at (202) 551–6825
(Division of Investment Management,
Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for an Applicant using the
Company name box, at https://
www.sec.gov.search/search.htm, or by
calling (202) 551–8090.
APPLICANTS:
Applicants’ Representations
1. TIAA is a stock life insurance
company organized under the laws of
the state of New York. TIAA is the
depositor and sponsor of the Separate
Account.
PO 00000
Frm 00116
Fmt 4703
Sfmt 4703
2. The Separate Account is registered
with the Commission under the Act as
a unit investment trust. The Separate
Account is divided into subaccounts
and each sub account invests in a single
underlying mutual fund, such as the
Original Fund (all such underlying
fund, ‘‘investment options’’).
3. The Original Fund and the
Replacement Fund are each registered
under the 1940 Act as an open-end,
management investment company and
its securities are registered under the
1933 Act. The Original Fund and the
Replacement Fund are each advised by
The Vanguard Group, Inc., which is not
an affiliate of the Applicants.
4. The Contracts are registered under
the Securities Act of 1933, as amended
(the ‘‘1933 Act’’). The Contracts allow
Contract owners to allocate Contract
value to one or more of the investment
options available in the Separate
Account.
5. As set forth under each Contract, as
well as in the prospectus for each
Contract, the Companies reserve the
right to substitute shares of the
underlying fund for shares of another
underlying fund.
6. The Applicants propose to replace
shares of the Admiral share class of the
Original Fund in the Separate Account
with shares of the Institutional Plus
share class of the Replacement Fund.
7. The Applicants state they are
seeking the Substitution because the
Original Fund, thought it provides a
relatively low ‘‘Admiral’’ share class,
does not have an institutional share
class which TIAA’s clients are
demanding. Additional information for
the Existing Fund and the Replacement
Fund, including investment objectives,
principal investment strategies,
principal risks, and performance, as
well as the fees and expenses of the
Existing Fund and the Replacement
Fund, can be found in the application.
8. The Applicants state that the
Substitution will be described in a
supplement to the prospectuses
(‘‘Supplement’’) for the Contract filed
with the Commission and delivered to
all affected Contract owners at least 30
days before the Substitution Date. The
Supplement will advise Contract
owners that, for a period beginning 30
days before the Substitution Date
through at least 30 days following the
Substitution Date, Contract owners are
permitted to make at least one transfer
of Contract value from the subaccount
investing in the Existing Fund or the
Replacement Fund to any other
available investment option offered
under their Contracts without the
transfer being counted as a transfer for
purposes of transfer limitations and fees
E:\FR\FM\14MYN1.SGM
14MYN1
]]>Agencies
[Federal Register Volume 86, Number 92 (Friday, May 14, 2021)]
[Notices]
[Pages 26567-26572]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-10176]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-91830; File No. SR-BX-2021-012]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Relocate Its
Equity and General Rules From Its Current Rulebook Into Its New
Rulebook Shell
May 10, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on April 27, 2021, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change as described in Items I and II below, which Items have been
prepared by the Exchange. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to relocate its equity and general rules from
its current Rulebook into its new Rulebook shell.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/bx/rules, at the
principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of this rule change is to relocate BX's equity and
general rules from the current Rulebook into the new Rulebook shell.\3\
The Exchange also proposes a number of minor, non-substantive changes
to the Rulebook shell as described below. The relocation and
harmonization of these rules is part of the Exchange's continued effort
to promote efficiency and conformity of its rules to the extent
applicable with those of its affiliated exchanges. The Exchange
believes that the placement of these rules into their new location in
the Rulebook shell will facilitate the use of the Rulebook by members.
---------------------------------------------------------------------------
\3\ Previously, the Exchange filed to relocate other rules
within its Rulebook. See Securities Exchange Act Release No. 87468
(November 5, 2019), 84 FR 61091 (November 12, 2019) (SR-BX-2019-
039).
---------------------------------------------------------------------------
Universal Changes
The Exchange proposes to update all cross-references within the
Rulebook shell to the new relocated rule cites. The Exchange proposes
to replace internal rule references to simply state ``this Rule'' where
the rule is citing itself without a more specific cite included in the
Rule. For example, if BX Rule 4619 refers currently to ``Rule 4619'' or
``this Rule 4619'' the Exchange will amend the phrase to simply ``this
Rule.'' Except where the Exchange specifies below that it will retain
the current rule numbering, the Exchange also proposes to conform the
paragraph numbering and lettering to that used in the Rulebook shell
for greater consistency, and to correct punctuation. The Exchange
proposes to rename the term ``Commentary'' with ``Supplementary
Material.'' Furthermore, the Exchange proposes to delete reserved
rules, other than those within the 5000 Series Rules and 11100 Series
Rules which are both being relocated without deleting the reserved
rules, with the exception of Rules 5300 and 5400, which are currently
reserved, and are being deleted. The Exchange also proposes to delete
rules that are currently marked as deleted.
The Exchange proposes to update the references to the 9000 Series
and 9600 Series to refer to the General 5, 9000 Series and General 5,
9600 Series respectively in connection with a prior rule change that
incorporated Nasdaq General 5, Rule 9000 and 9600 Series into BX
General 5.\4\
---------------------------------------------------------------------------
\4\ See Securities and Exchange Act Release No. 88938 (June 1,
2020), 85 FR 33235 (May 26, 2020) (SR-BX-2020-009) (Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Relocate the
BX Disciplinary Rules and Incorporate by Reference the Disciplinary
Rules of The Nasdaq Stock Market LLC).
---------------------------------------------------------------------------
The Exchange also proposes to delete the following section headers
that are currently within the BX Rules: 2100. General Standards; 2800.
Special Products; 2900. Responsibilities to Other Brokers or Dealers;
\5\ 2000A. Business Conduct; 3000. Responsibilities Relating to
Associated Persons, Employees, and Others' Employees; 3300. Trading;
4000. Listing and Trading on the Exchange; 4100, General; 4400, Other
Listing Rules; 4600, Requirements for Equities Market Makers and Other
Participants in the Nasdaq BX Equities Market; 4610, Registration and
Other Requirements; 4700, The Nasdaq BX Equities Market; 4750,
Execution Services; 5000. BX Venture Market Listing Rules; 6000. Other
Systems and Programs; \6\ 7000A. Order Audit Trail Series; 7400A, Order
Audit Trail System; and 11000. Uniform Practice Code.
---------------------------------------------------------------------------
\5\ BX proposes to delete the other non-substantive rule text
under this header which replicates the header and indicates that
Rule 2910 was deleted.
\6\ BX proposes to delete the non-substantive reference to 6800
which is reserved under this header.
---------------------------------------------------------------------------
General 1
The Exchange proposes to amend the section heading from General 1,
General 1 to General 1, Section 1. The Exchange also proposes to
retitle General 1, Section 1 from ``General Provisions'' to
``Definitions.'' The Exchange proposes to update the citations within
General 1, Section 10 (Exchange Review Council) to account for rule
relocations proposed herein and remove the word ``Rules'' associated
with the citations.
General 2
The Exchange proposes to relocate Rule 4615 (Sponsored
Participants) to General 2, Section 22, which is currently reserved, to
harmonize the Exchange's rule numbering to that of Nasdaq PHLX LLC
(``Phlx'') General 2, Section 22, which currently sets forth the same
rule on Phlx.
General 3
The Exchange proposes to reword references to the Nasdaq Rule 1000
Series to Nasdaq General 3, Rule 1000 Series to reflect the placement
and numbering of the rule within the
[[Page 26568]]
Nasdaq Rulebook.\7\ The Exchange proposes to update the citation to
Nasdaq Rule 0120 within General 3, Section 1. Nasdaq Rule 0120 was
relocated to General 1 within SR-NASDAQ-2019-098.\8\ The Exchange also
proposes to update citations to Rules 3010 and 3011 within General 3,
Section 1. Rule 3010 was relocated to General 9, Section 20 and Rule
3011 was relocated to General 9, Section 37 within SR-BX-2019-039.\9\
Similarly, Nasdaq Rule 3010 was relocated to General 9, Section 20 and
Nasdaq Rule 3011 was relocated to General 9, Section 37 within SR-
NASDAQ-2019-039.\10\
---------------------------------------------------------------------------
\7\ See Securities Exchange Act Release No. 87778 (December 17,
2019), 84 FR 70590 (December 23, 2019) (SR-NASDAQ-2020-079) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Relocate Its Equity and General Rules From Its Current Rulebook Into
Its New Rulebook Shell).
\8\ The Exchange previously relocated certain definitions within
Rule 0120, ``Definitions'' into General 1 and Equity 1. The
definitions applicable to General 3 are located within General 1.
See Securities Exchange Act Release No. 87778 (December 17, 2019),
84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To
Relocate Rules From Its Current Rulebook Into Its New Rulebook
Shell).
\9\ See supra note 3.
\10\ See Securities Exchange Act Release No. 87778 (December 17,
2019), 84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Relocate Rules From Its Current Rulebook Into Its New Rulebook
Shell).
---------------------------------------------------------------------------
General 9
The Exchange proposes to relocate Rule 2170 (Disruptive Quoting and
Trading Activity Prohibited) to General 9, Section 53, and to reserve
General 9, Section 52. The Exchange also proposes to re-number certain
subsections under proposed new General 9, Section 53 to conform to the
numbering in Nasdaq General 9, Section 53. In particular, relocating
Rule 2170 to General 9, Section 53 will harmonize the Exchange's rule
numbering to that of Phlx General 9, Section 53, which currently sets
forth the same rule prohibiting disruptive quoting and trading activity
on Phlx. Because this Rule is being added to General 9, which applies
to both the Exchange's equities and options markets, the Exchange
proposes to delete a duplicate rule in Options 9, Section 4, which
applies only to the options market. The Exchange proposes to relocate
Rule 2843, Account Approval, to General 9, Section 64 to harmonize the
Exchange's rules to that of Phlx General 9, Section 64. The proposed
rule numbering is to ensure that the Exchange's General 9 rules mirror
its affiliated exchanges' General 9 rules as closely as practicable.
The Exchange also proposes to relocate Rule 4570 (Custodian of
Books and Records) to General 9, Section 71 similar to Nasdaq. Also, BX
proposes to reserve Sections 54-70, except Section 64.
The Exchange further proposes to update several obsolete cross-
references throughout General 9 that presently refer to rules that were
already moved to the Rulebook shell under SR-BX-2019-039.\11\ The
Exchange also proposes to update the cross-references to Rule 2310A
(within General 9, Section 12(b)), and Rule 2310A (within General 9,
Section 18(c)(1)(C)(iv)) to relocated Equity 10, Section 1, and update
the references to General 4, Section 1.1200 Series and General 4,
Section 1.1210 (within General 9, Section 20(b)) by replacing ``Section
1.'' with the word ``Rule''.
---------------------------------------------------------------------------
\11\ See supra note 3.
---------------------------------------------------------------------------
Equity 1
The Exchange proposes to amend the section header from Equity 1,
Equity 1 to Equity 1, Section 1. The Exchange also proposes to add
``(a)'' before the phrase ``When used in the Equity Rules . . .'' to
conform to the paragraph lettering of the Rulebook shell. Lastly, the
Exchange proposes to relocate the defined terms currently within Rule
4701(a)-(l) into Equity 1, Section 1(a)(6), subsections (1)-(4) and
(8)-(18). With respect to current Rule 4701(a), which contains the term
``Nasdaq BX Equities Market'' or ``System'', BX notes this term
currently exists within Equity 1, Section 1(6), however, BX proposes to
add portions of Rule 4701(a) that are not currently described within
Equity 1, Section 1(6). Current Rule 4701(a) provides, ``(a) The term
``Nasdaq BX Equities Market'' or ``System'' shall mean the automated
system for order execution and trade reporting owned and operated by
the Exchange. The System comprises: . . .''. The Exchange notes that
provisions of Rule 4701(a) starting with the phrase ``The System
comprises . . .'' are not contained in the current definition of
``Nasdaq BX Equities Market'' or ``System'' at Equity 1, Section 1(6),
and therefore, the Exchange proposes to relocate those provisions to
proposed Equity 1, Section 1(a)(6). The Exchange notes that the
remainder of the rule text within Rule 4701(a) was duplicative with the
rule text within Equity 1, Section 1(6) and therefore, the Exchange
proposes to delete the duplicative text.
Equity 2
The Exchange proposes to relocate the following rules into Equity 2
which is titled Equity Market Participants. The Exchange proposes to
instead title this section ``Market Participants'' to conform to
Nasdaq's Rulebook Structure.\12\
---------------------------------------------------------------------------
\12\ See Securities Exchange Act Release No. 90577 (December 7,
2020), 85 FR 80202 (December 11, 2020) (SR-NASDAQ-2020-079) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Relocate Its Equity and General Rules From Its Current Rulebook Into
Its New Rulebook Shell).
------------------------------------------------------------------------
Shell rule Current rule
------------------------------------------------------------------------
Section 1................ 4601. Scope.
Section 2................ 4200. Definitions.\13\
Section 3................ 4611. Nasdaq BX Market Participant
Registration.
Section 4................ 4612. Registration as an Equities Market
Maker.
Section 5................ 4613. Market Maker Obligations.\14\
Section 6................ 4614. Stabilizing Bids.
Section 7................ 4616. Reports.
Section 8................ 4617. Normal Business Hours.
Section 9................ 4618. Clearance and Settlement.
Section 10............... 4619. Withdrawal of Quotations.
Section 11............... 4620. Voluntary Termination of Registration.
Section 12............... 4621. Suspension and Termination of
Quotations.
Section 13............... 4622. Termination of Exchange Service.
Section 14............... 4623. Alternative Trading Systems.
Section 15............... 4624. Penalty Bids and Syndicate Covering
Transactions.
Section 16............... 4625. Obligation to Provide Information.\15\
Section 17............... 4626. Limitation of Liability.
[[Page 26569]]
Section 18............... 4627. Obligation to Honor System Trades.
Section 19............... 4628. Compliance with Rules and Registration
Requirements.
Section 20............... 4631. Customer Disclosures.
------------------------------------------------------------------------
Equity 3
The Exchange proposes to re-title Equity 3, from ``Equity Trading
Rules'' to ``BX Venture Market Listing Rules.'' The Exchange proposes
to relocate to Equity 3 the Rule 5000 Series BX Venture Market Listing
Rules without changing the rule numbers. The Exchange proposes to
delete Rules 5300 and 5400, which are reserved. The Exchange also
proposes to correct the spelling of the word ``decision'' within Rule
5815, Review of Staff Determinations by Hearings Panel.
---------------------------------------------------------------------------
\13\ The Exchange proposes to amend the current rule text of
Rule 4200(a), which refers to the Rule 4000 Series, to refer to
Equity 2. The definitions within current Rule 4200(a)(1) and (2) are
federal rules which apply to Equity 2 in general and the definition
within Rule 4200(a)(3) is simply a defined term. The defined terms
are only used in Equity 2.
\14\ BX proposes a minor technical amendment to change an ``a''
to ``an'' within the first sentence of proposed Section 5.
\15\ The Exchange will not port over the reference to IM-4120-1
into the Rulebook shell as this Rule does not currently exist in the
BX Rulebook.
---------------------------------------------------------------------------
Equity 3A
The Exchange proposes to add a new Equity 3A, titled ``Other
Listing Rules and Rules Regarding Unlisted Trading Privileges.'' The
Exchange proposes to relocate the following rules into Equity 3A:
------------------------------------------------------------------------
Shell rule Current rule
------------------------------------------------------------------------
Section 1................ 4201. Operation of Listing Standards.
Section 2................ 4420. Additional Quantitative Listing
Criteria.
Section 3................ 4421. Derivative Securities Traded under
Unlisted Trading Privileges.
Section 4................ 4450. Additional Quantitative Maintenance
Criteria.
------------------------------------------------------------------------
The Exchange proposes to remove reserved sections and re-letter and
re-number the remaining sections in Rules 4201, 4420, 4421, and 4450.
Equity 4
The Exchange proposes to re-title Equity 4, currently ``Limit Up
Limit Down,'' to ``Equity Trading Rules.'' The Exchange proposes to
relocate Rules 4110, 4120, 4121, 4702, 4703, 4752, 4756, 4757, 4758,
4759, 4760, 4761, 4762, 4763, 4770 and 4780 into Equity 4 and retain
the current rule numbers. Within Rule 4110 the Exchange is adding a
reference to Equity 3A because the listing standards, as proposed
herein, are set forth in the Rule 5000 Series under Equity 3 and in
Equity 3A. Equity 3A contains current Rules 4201, 4420, 4421 and 4450.
The Exchange proposes to relocate the rule text of IM-4120-3, Circuit
Breaker Securities Pilot, to the end of Rule 4120. Also, a reference to
Rule 4751(f) is being updated to Rule 4703(g) within Rule 4756,
Discretionary Orders, to correct the current citation.
Equity 5
The Exchange proposes to relocate the 7000A Series Rules to Equity
5 as follows:
------------------------------------------------------------------------
Shell rule Current rule
------------------------------------------------------------------------
Section 1................ 7410A. Definitions.\16\
Section 2................ 7420A. Applicability.
Section 3................ 7430A. Synchronization of Member Business
Clocks.
Section 4................ 7440A. Recording of Order Information.\17\
Section 5................ 7450A. Order Data Transmission
Requirements.\18\
Section 6................ 7460A. Violation of Order Audit Trail System
Rules.\19\
------------------------------------------------------------------------
The Exchange proposes to delete Rule 7470A which is currently
reserved.
---------------------------------------------------------------------------
\16\ The Exchange proposes to update a cross reference currently
within Rule 7410A(o) that defines ``Proprietary Trading Firm.''
Within that defined term, there is a reference to Rule 0210(g),
which refers to the term ``customer''. The current reference to Rule
0210(g) is an error and should have referred to Rule 0120(g). The
Exchange previously relocated certain definitions within Rule 0120,
``Definitions'' into General 1 and Equity 1. The term ``customer''
was relocated to BX Equity 1. See supra note 3. That definition of
customer is the same definition as in current Rule 7410A(a) which is
being relocated within this proposal to proposed Equity 5, Section
1(c). The Exchange proposes to utilize the definition of the term
``customer'' within Equity 5, Section 1(c) within proposed new
Equity 5, Section 1(o).
\17\ The Exchange proposes to update the reference within
current Rule 7440A, Recording of Order Information, to IM-2110-2 to
General 9, Section 1. IM-2110-2 was relocated to General 9, Section
1 in SR-BX-2019-039. See supra note 3.
\18\ The Exchange proposes to amend the term ``Equity Rule of
the 7400A Series'' within proposed Section 5, Order Data
Transmission Requirements, to instead provide ``Section within
Equity 5.''
\19\ The Exchange is amending the reference to Rule 2210 to
instead refer to General 9, Section 1. Rule 2210 was relocated to
General 9, Section 1 in SR-BX-2019-039. See supra note 3.
---------------------------------------------------------------------------
Equity 6
The Exchange proposes to title Equity 6, which is currently
reserved, to ``BX Risk Management Service; Other Systems and
Programs,'' and to relocate the following rules into Equity 6:
------------------------------------------------------------------------
Shell rule Current rule
------------------------------------------------------------------------
Section 1................ Reserved.
Section 2................ Reserved.
Section 3................ 4764. BX Kill Switch.
Section 4................ 4765. Exchange Sharing of Participant Risk
Settings, excluding Commentary.
Section 5................ Commentary to 4765. Exchange Sharing of
Participant Risk Settings (Re-titled as
``Risk Settings'').
[[Page 26570]]
Section 6................ Reserved.
------------------------------------------------------------------------
Equity 8
The Exchange proposes to reserve Equity 8 which is currently titled
``Uniform Practice Code.'' This section does not currently contain any
rules.
Equity 8A
The Exchange proposes to add an Equity 8A, which will be reserved.
Equity 9
The Exchange proposes to re-title Equity 9, currently
``Supplementary Conduct Rules,'' to ``Business Conduct.'' This section
does not currently contain any rules. The Exchange proposes to relocate
the following rules into Equity 9:
------------------------------------------------------------------------
Shell rule Current rule
------------------------------------------------------------------------
Section 1................ 3220. Adjustment of Open Orders.
Section 2................ 3230. Clearing Agreements.
Section 3................ 3310. Publication of Transactions and
Quotations.
Section 4................ IM-3310. Manipulative and Deceptive
Quotations.
Section 5................ 3320. Offers at Stated Prices.
Section 6................ 3340. Prohibition on Transactions,
Publication of Quotations, or Publication of
Indications of Interest During Trading
Halts.
Section 7................ 3350. Suspension of Trading.
Section 8................ 3351. Trading Practices.
Section 9................ 3360. Short-Interest Reporting.
Section 10............... 3370. Prompt Receipt and Delivery of
Securities.
Section 11............... 3380. Order Entry and Execution Practices.
Section 12............... 3381. SEC Rule 19c-1--Governing Certain Off-
Board Agency Transactions by Members of
National Securities Exchanges.
Section 13............... 3385. SEC Rule 19c-3--Governing Off-Board
Trading by Members of National Securities
Exchanges.
Section 14............... 3390. SEC Rule 604--Display of Customer Limit
Orders.
Section 15............... 2844. Suitability.
Section 16............... 2845. Discretionary Accounts.\20\
Section 17............... 2846. Supervision of Accounts.
Section 18............... 2847. Customer Complaints.
Section 19............... 2848. Communications with the Public and
Customers Concerning Index Warrants,
Currency Index Warrants, and Currency
Warrants.
Section 20............... 2849. Maintenance of Records.
------------------------------------------------------------------------
A reference to ``NASD'' is being updated to refer to ``FINRA'' within
proposed Equity 9, Section 1, Adjustment of Open Orders. The Exchange
proposes to update two obsolete cross-references in Equity 9, Section 4
(Manipulative and Deceptive Quotations) that currently point to Rules
2110 and 2120. Rule 2110 (Standards of Commercial Honor and Principles
of Trade) was relocated to General 9, Section 1 of the Rulebook shell
under SR-BX-2019-039.\21\ Rule 2120 (Use of Manipulative, Deceptive or
Other Fraudulent Devices) was likewise relocated to General 9, Section
1 of the Rulebook shell under SR-BX-2019-039. The Exchange proposes to
capitalize the ``The'' before ``Options Clearing Corporation'' within
new Section 13, SEC Rule 19c-3--Governing Off-Board Trading by Members
of National Securities Exchanges. Finally, the Exchange proposes to
reserve Section 21 through Section 23.
---------------------------------------------------------------------------
\20\ The Exchange amended the reference in proposed new Section
16(b) of this rule to ``General 9, Sections 19 and 45.''
\21\ See supra note 3.
---------------------------------------------------------------------------
Equity 10
The Exchange proposes to re-title Equity 10, which is currently
titled ``BX Venture Listing Rules,'' to ``Other Products and
Securities,'' and to relocate the following rules into Equity 10:
------------------------------------------------------------------------
Shell rule Current rule
------------------------------------------------------------------------
Section 1................ 2310A. Direct Participation Programs.
Section 2................ 2830. Investment Company Securities.
Section 3................ 2840. Trading in Index Warrants, Currency
Index Warrants, and Currency Warrants.
2841. General.
2842. Definitions.
Section 4................ 2850. Position Limits.
Section 5................ 2851. Exercise Limits.
Section 6................ 2852. Reporting Requirements.
Section 7................ 2853. Liquidation of Index Warrant Positions.
Section 8................ 4630. Trading in Commodity-Related
Securities.
------------------------------------------------------------------------
Equity 11
The Exchange proposes to add new Equity 11, titled ``Uniform
Practice Code,'' and relocate the current Rule 11000 Series into new
Equity 11 without renumbering the rules.
The Exchange proposes to correct a spelling error in the title of
IM-11110 to provide ``Refusal to Abide by Rulings of
[[Page 26571]]
the Exchange's Regulation Department Staff''. The spelling of the word
``Staff'' is being amended.
The Exchange proposes to correct the spelling of the word
``certificate'' and remove the apostrophe within IM-11710. Uniform
Reclamation Form.
The Exchange also proposes to update an obsolete cross-reference in
IM-11720 (Obligations of Members Who Discover Securities in Their
Possession to Which They Are Not Entitled) that currently points to
Rule 2110. Rule 2110 (Standards of Commercial Honor and Principles of
Trade) was relocated to General 9, Section 1 of the Rulebook shell
under SR-BX-2019-039.\22\
---------------------------------------------------------------------------
\22\ See supra note 3.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\23\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\24\ in particular, in that it is designed to
promote just and equitable principles of trade and to protect investors
and the public interest by bringing greater transparency to its rules
by relocating the equity and general rules into the new Rulebook shell
together with other rules which have already been relocated.\25\ The
Exchange's proposal is consistent with the Act and will protect
investors and the public interest by harmonizing its rules, where
applicable, across Nasdaq affiliated markets so that members can
readily locate rules which cover similar topics. The relocation and
harmonization of the BX Rules is part of the Exchange's continued
effort to promote efficiency and conformity of its rules to the extent
applicable with those of its affiliated exchanges. The Exchange
believes that the placement of the BX equity and general rules into
their new location in the shell will facilitate the use of the Rulebook
by members. Specifically, the Exchange believes that market
participants that are members of more than one Nasdaq affiliated market
will benefit from the ability to compare Rulebooks.
---------------------------------------------------------------------------
\23\ 15 U.S.C. 78f(b).
\24\ 15 U.S.C. 78f(b)(5).
\25\ See supra note 3.
---------------------------------------------------------------------------
The Exchange is not substantively amending rule text. The
renumbering, re-lettering, deleting reserved and already deleted rules,
amending cross-references and other minor technical changes will bring
greater transparency to BX's Rules. The Exchange's affiliates have
already filed similar rule changes to relocate their respective equity
and general rules into the same location in each Rulebook for ease of
reference.\26\ The Exchange believes its proposal will benefit
investors and the general public by increasing the transparency of its
Rulebook and promoting easy comparisons among the various Nasdaq
affiliated exchanges' Rulebooks.
---------------------------------------------------------------------------
\26\ The Nasdaq Stock Market LLC previously filed to relocate
its equity and general rules. See Securities Exchange Act Release
No. 90577 (December 7, 2020), 85 FR 80202 (December 11, 2020) (SR-
NASDAQ-2020-079). See also Securities Exchange Act Release No. 91058
(February 4, 2021), 86 FR 8966 (February 10, 2021) (SR-Phlx-2021-
04).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that the
proposed amendments do not impose an undue burden on competition
because the amendments to relocate the equity and general rules are
non-substantive. This rule change is intended to bring greater clarity
to the Exchange's Rules and to promote easy comparisons among the
various Nasdaq affiliated exchanges' Rulebooks. Renumbering, re-
lettering, deleting reserved rules and already deleted rules, and
amending cross-references will bring greater transparency to BX's
Rules.
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.
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 \27\ and Rule 19b-
4(f)(6) thereunder.\28\
---------------------------------------------------------------------------
\27\ 15 U.S.C. 78s(b)(3)(A).
\28\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------
A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \29\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \30\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay.\31\
Waiver of the operative delay would allow the Exchange to immediately
relocate its rules and continue to file other rules that are affected
by this relocation in a timely manner. 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
waives the operative delay and designates the proposed rule change
operative upon filing.\32\
---------------------------------------------------------------------------
\29\ 17 CFR 240.19b-4(f)(6).
\30\ 17 CFR 240.19b-4(f)(6)(iii).
\31\ The current proposed rule change amends or relocates
certain rules that were amended within SR-BX-2021-006, and those
amendments within SR-BX-2021-006 are effective but not yet
operative. See Securities Exchange Act Release No. 91370 (March 19,
2021), 86 FR 15996 (March 25, 2021) (SR-BX-2021-006). The current
proposed rule change does not affect the operative date of those
amendments within SR-BX-2021-006.
\32\ 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).
---------------------------------------------------------------------------
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 change 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-BX-2021-012 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.
[[Page 26572]]
All submissions should refer to File Number SR-BX-2021-012. 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 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-BX-2021-012 and should be submitted on
or before June 4, 2021.
---------------------------------------------------------------------------
\33\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-10176 Filed 5-13-21; 8:45 am]
BILLING CODE 8011-01-P
