[Federal Register Volume 74, Number 9 (Wednesday, January 14, 2009)]
[Notices]
[Pages 2145-2146]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-610]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59222; File No. SR-FINRA-2009-002]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing and Immediate Effectiveness of 
Proposed Rule Change To Make Conforming Changes to FINRA Rules 6380B 
and 6730 To Reflect Amendments Proposed Pursuant to SR-FINRA-2008-060

January 8, 2009.
    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 January 8, 2009, Financial Industry Regulatory Authority, Inc. 
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc. 
(``NASD'')) (``FINRA'' 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 
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 make conforming changes to Rules 6380B and 
6730 to reflect amendments that were proposed pursuant to proposed rule 
change SR-FINRA-2008-060, but were superseded by an intervening rule 
change.
    The text of the proposed rule change is available on FINRA's Web 
site at http://www.finra.org, at the principal office of FINRA, 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, 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 those 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 parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On December 11, 2008, FINRA filed proposed rule change SR-FINRA-
2008-060 to amend FINRA rules to clarify the trade reporting 
requirements relating to transfers of securities pursuant to an asset 
purchase agreement (``APA''). In that filing, FINRA proposed to amend 
Rule 6380C(e) relating to trade reporting to the FINRA/NYSE Trade 
Reporting Facility (the ``FINRA/NYSE TRF'') and Rule 6730(e) relating 
to trade reporting to the Trade Reporting and Compliance Engine 
(``TRACE''). SR-FINRA-2008-060 was filed for immediate effectiveness 
with an operative date of January 12, 2009.\4\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 59126 (December 19, 
2008), 73 FR 79948 (December 30, 2008) (notice of filing and 
immediate effectiveness of SR-FINRA-2008-060).
---------------------------------------------------------------------------

    On December 18, 2008, FINRA filed proposed rule change SR-FINRA-
2008-065 to extend the pilot program in Rule 6730(e)(4). SR-FINRA-2008-
065 was filed for immediate effectiveness with an operative date of 
January 8, 2009. The underlying text of SR-FINRA-2008-065 did not 
reflect the amendments to Rule 6730(e) that were proposed pursuant to 
SR-FINRA-2008-

[[Page 2146]]

060, because those changes are not operative until January 12, 2009.\5\
---------------------------------------------------------------------------

    \5\ See SR-FINRA-2008-065, available at http://www.finra.org/Industry/Regulation/RuleFilings/2008/P117571.
---------------------------------------------------------------------------

    On December 22, 2008, FINRA filed proposed rule change SR-FINRA-
2008-066 to reflect the closing of the FINRA/NSX Trade Reporting 
Facility. As part of that proposed rule change, FINRA proposed to 
renumber the rules relating to the FINRA/NYSE TRF and Rule 6380C became 
Rule 6380B. SR-FINRA-2008-066 was filed for immediate effectiveness 
with an operative date of January 1, 2009. The underlying text of SR-
FINRA-2008-066 did not reflect the amendments to Rule 6380C(e) that 
were proposed pursuant to SR-FINRA-2008-060, because those changes are 
not operative until January 12, 2009.\6\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 59175 (December 30, 
2008), 74 FR 840 (January 8, 2009) (notice of filing and immediate 
effectiveness of SR-FINRA-2008-066).
---------------------------------------------------------------------------

    Because of the timing of the aforementioned filings, the amendments 
to Rules 6380B(e) and 6730(e) that were proposed pursuant to SR-FINRA-
2008-060 were effectively superseded. Accordingly, FINRA is proposing 
to make conforming changes to Rules 6380B(e) and 6730(e) to reflect the 
amendments that were proposed pursuant to SR-FINRA-2008-060, with no 
material changes to those amendments.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\7\ 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. FINRA believes the proposed rule change will provide 
greater clarity to members and the public regarding FINRA's rules.
---------------------------------------------------------------------------

    \7\ 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.

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

    FINRA represented that the proposed rule change qualifies for 
immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act \8\ 
and Rule 19b-4(f)(6) thereunder \9\ because it: (i) Does not 
significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) by its terms, does not become operative for 30 days from the 
date on which it was filed, or such shorter time as the Commission may 
designate if consistent with the protection of investors and the public 
interest.\10\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 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 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. FINRA has satisfied 
this requirement.
---------------------------------------------------------------------------

    The Exchange has requested that the Commission waive the 30-day 
operative delay, so that the proposed rule change may become operative 
upon filing. The Commission hereby grants the Exchange's request.\11\ 
The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because it makes only technical changes to FINRA's rules necessitated 
by an earlier rule change and thus should help avoid confusion among 
FINRA members and other market participants.
---------------------------------------------------------------------------

    \11\ For the purposes only of waiving the 30-day operative 
delay, the Commission has 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 may summarily abrogate 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.

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 (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-FINRA-2009-002 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2009-002. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://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 inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of FINRA. All comments 
received will be posted without change; the Commission does not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-FINRA-2009-002 and should be 
submitted on or before February 4, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-610 Filed 1-13-09; 8:45 am]
BILLING CODE 8011-01-P