[Federal Register Volume 74, Number 57 (Thursday, March 26, 2009)]
[Notices]
[Pages 13290-13292]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-6719]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59610; File No. SR-NASDAQ-2009-023]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to Trading the Two-Character Ticker Symbol ``UG''

March 20, 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 March 13, 2009, The NASDAQ Stock Market LLC (``Nasdaq'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change as described in Items I, II, and III below, which Items 
have been prepared by Nasdaq. Nasdaq has filed this proposal pursuant 
to Section 19(b)(3)(A) of the Act \3\ and Rule

[[Page 13291]]

19b-4(f)(5) thereunder,\4\ which renders the proposal effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6) [sic].
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq proposes to trade the common stock of United-Guardian, Inc. 
on Nasdaq using the two-character symbol ``UG''.

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

    In its filing with the Commission, Nasdaq 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. Nasdaq 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
    Historically, securities listed on Nasdaq have traded using four or 
five character symbols.\5\ In 2005, however, Nasdaq announced its 
intent to allow companies listed on Nasdaq to also use one, two or 
three character symbols beginning on January 31, 2007.\6\ This 
announcement was designed to provide market participants and vendors 
the time needed to make required changes to their own systems that may 
be affected by the change. Since February 20, 2007, Nasdaq has had the 
ability to accept and distribute Nasdaq-listed securities with one, two 
or three character symbols. Nasdaq reminded market participants about 
this change again on March 1, 2007, stressing that ``[a]ll customers 
should have completed their coding and testing efforts to ensure their 
readiness to support 1-, 2- and 3-character NASDAQ-listed issues,'' \7\ 
and on March 22, 2007, Delta Financial Corporation transferred to 
Nasdaq from the American Stock Exchange and maintained its three-
character symbol, DFC.\8\ Subsequently, the Commission approved a rule 
change to permit any company to transfer from another exchange to 
Nasdaq and maintain its three-character symbols.\9\ During 2008, 
several companies transferred from the New York Stock Exchange and the 
American Stock Exchange (now NYSE Amex) and maintained their two-
character symbols.\10\ There have been no trading problems reported to 
Nasdaq as a result of listing securities on Nasdaq with two-character 
or three-character symbols.
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    \5\ This includes securities listed on Nasdaq's predecessor 
market, operated as a facility of the NASD.
    \6\ See Head Trader Alert 2005-133 (November 14, 2005), 
available at: http://www.nasdaqtrader.com/TraderNews.aspx?id=hta2005-133 and Vendor Alert 2005-070 (November 
14, 2005), available at: http://www.nasdaqtrader.com/TraderNews.aspx?id=nva2005-070. See also Head Trader Alert 2006-144 
(September 29, 2006), available at: http://www.nasdaqtrader.com/TraderNews.aspx?id=hta2006-144, Head Trader Alert 2006-193 (November 
16, 2006), available at: http://www.nasdaqtrader.com/TraderNews.aspx?id=hta2006-193 and Vendor Alert 2006-065 (October 4, 
2006), available at: http://www.nasdaqtrader.com/TraderNews.aspx?id=nva2006-065.
    \7\ Head Trader Alert 2007-050 (March 1, 2007), available at: 
http://www.nasdaqtrader.com/TraderNews.aspx?id=hta2007-050.
    \8\ See Securities Exchange Act Release No. 55519 (March 26, 
2007) 72 FR 15737 (April 2, 2007) (SR-NASDAQ-2007-025).
    \9\ See Securities Exchange Act Release No. 56028 (July 9, 
2007), 72 FR 38639 (July 13, 2007) (approving SR-NASDAQ-2007-031). 
Over 45 companies with three-character symbols have listed on 
Nasdaq.
    \10\ See Securities Exchange Act Release No. 57696 (April 22, 
2008) 73 FR 22987 (April 28, 2008) (SR-NASDAQ-2008-034 relating to 
CA, Inc. listing on Nasdaq using the symbol CA); Exchange Act 
Release No. 57875 (May 27, 2008) 73 FR 31524 (June 2, 2008) (SR-
NASDAQ-2008-047 relating to Hawaiian Holdings, Inc. listing on 
Nasdaq using the symbol HA); Exchange Act Release No. 58684 
(September 30, 2008.) 73 FR 58281 (October 6, 2008) (SR-NASDAQ-2008-
075 relating to Tech/Ops Sevcon, Inc. listing on Nasdaq using the 
symbol TO).
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    Nasdaq now proposes to allow United-Guardian, Inc, which currently 
trades on NYSE Amex with the two-character symbol UG, to transfer its 
common stock to Nasdaq and continue using that two-character symbol. 
Nasdaq believes that allowing this company to maintain its symbol will 
reduce investor confusion and promote competition among exchanges. 
Specifically, allowing United-Guardian to maintain its trading symbol 
will reduce investor confusion associated with its transfer to Nasdaq 
because investors will continue to be able to obtain quotations and 
execute trades using the same familiar symbol and will allow the issuer 
to maintain a symbol that has become a part of its identity to 
investors.\11\ Further, Nasdaq believes that permitting United-Guardian 
to maintain its symbol will enhance competition among exchanges by 
removing concerns about investor confusion surrounding its symbol from 
the factors a company must consider when choosing where to list its 
equities. This proposal is also consistent with the historical practice 
of allowing companies to maintain their symbols when they switch among 
national securities exchanges \12\ and with the Commission's recent 
approval of a national symbology plan, which, when operative, will 
permit the portability of symbols.\13\
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    \11\ A market transfer will still be transparent to investors 
because, under the Commission's rules, a company must announce the 
transfer of its listing on a Form 8-K. See Form 8-K, item 3.01(d). 
In addition, the issuer must publish notice of its intent to 
withdraw a class of securities from listing and/or registration, 
along with its reasons for such withdrawal, via a press release and, 
if it has a publicly accessible Web site, on that Web site. See 
Exchange Act Rule 12d2-2(c)(2)(iii), 17 CFR 240.12d2-2(c)(2)(iii).
    \12\ See, e.g., Darwin Professional Underwriters, Inc (from NYSE 
Arca to NYSE keeping the symbol DR), Chile Fund, Inc. (from NYSE to 
Amex keeping the symbol CH), and iShares NYSE 100 (from NYSE to NYSE 
Arca keeping the symbol NY).
    \13\ See Securities Exchange Act Release No. 58904 (November 6, 
2008) 73 FR 67218 (November 13, 2008) (File No. 4-533, approving the 
National Market System Plan for the selection and reservation of 
securities symbols).
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    Given the foregoing, Nasdaq believes that market participants were 
provided adequate notice of this change and are prepared to accommodate 
the trading of this company on Nasdaq using the symbol UG. Further, 
Nasdaq believes that any change to the symbol will cause confusion 
among investors and market participants. As such, Nasdaq proposes to 
begin trading the common stock of United-Guardian, Inc. on Nasdaq using 
the symbol UG on March 16, 2009.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act, in general and with Section 
6(b)(5) of the Act, in particular, in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, remove impediments to a free and open 
market and a national market system, and, in general, to protect 
investors and the public interest. As described above, the proposed 
rule change will reduce investor confusion and encourage competition 
between national securities exchanges.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq 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, as amended.

[[Page 13292]]

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(5) thereunder \15\ in 
that it effects a change to an order-entry or trading system that: (i) 
Does not significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) does not have the effect of limiting the access to or 
availability of the system. As such, this proposed rule change is 
effective upon the Commission's receipt of this filing.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(5).
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    At any time within 60 days of the filing of a rule change pursuant 
to Section 19(b)(3)(A) of the Act, the Commission may summarily 
abrogate the 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-NASDAQ-2009-023 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-NASDAQ-2009-023. 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 such filing also will be available for 
inspection and copying at the principal office of Nasdaq. 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-NASDAQ-2009-023 and should 
be submitted on or before April 16, 2009.
    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-6719 Filed 3-25-09; 8:45 am]
BILLING CODE 8010-01-P