[Federal Register Volume 77, Number 105 (Thursday, May 31, 2012)]
[Notices]
[Pages 32151-32153]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-13085]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67053; File No. SR-Phlx-2012-71]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
Rule 616, Electronic Filing Requirements for Uniform Forms

May 24, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 \2\ thereunder, notice is hereby given 
that on May 18, 2012, NASDAQ OMX PHLX LLC (``Phlx'' 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 Exchange filed the proposal as 
a ``non-controversial'' proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) thereunder,\4\ 
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.
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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)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 616, Electronic Filing 
Requirements for Uniform Forms.
    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.nasdaqtrader.com/micro.aspx?id=PHLXRulefilings, 
at the principal office of the Exchange, and at the Commission's Public 
Reference Room.

[[Page 32152]]

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 the proposed rule change is to correct Rule 616 to 
correspond to amended Equity Floor Procedure Advice (``EFPA'') A-7 and 
Options Floor Procedure Advice (``OFPA'') F-34 (together, the 
``Advices'').\5\
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    \5\ The Advices are administered pursuant to the Exchange's 
minor rule violation plan, which specifies those uncontested minor 
rule violations with sanctions not exceeding $2,500 that would not 
be subject to the provisions of Rule 19d-1(c)(1) under the Act. Rule 
19d-1(c) allows SROs to submit for Commission approval plans for the 
abbreviated reporting of minor disciplinary infractions. Any 
disciplinary action taken by an SRO against any person for violation 
of a rule of the SRO which has been designated as a minor rule 
violation pursuant to such a plan will not be considered ``final'' 
for purposes of Section 19(d)(1) of the Act if the sanction imposed 
consists of a fine not exceeding $2,500 and the sanctioned person 
has not sought an adjudication, including a hearing, or otherwise 
exhausted his administrative remedies. See 17 CFR 240.19d-1(c)(1).
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    Recently, the Exchange adopted Rule 616, Electronic Filing 
Requirements for Uniform Forms, to provide that forms required to be 
filed under the Rule 600 Series shall be filed electronically through 
WebCRD and initial filings and amendments of Forms U4 and U5 be 
submitted electronically.\6\ Furthermore, as part of the member 
organization's recordkeeping requirements, Rule 616 requires that it 
shall retain such records for a period of not less than three years, 
the first two years in an easily accessible place, in accordance with 
Rule 17a-4 under the Act,\7\ and make such records available promptly 
upon regulatory request. In addition, every application for 
registration filed with the Exchange shall be kept current at all times 
by supplementary amendments via electronic filing or such other process 
as the Exchange may prescribe. Such amendments shall be filed not later 
than 30 days after the applicant learns of the facts or circumstances 
giving rise to the need for the amendment.
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    \6\ See Securities Exchange Act Release No. 66840 (April 20, 
2012), 77 FR 25003 (April 26, 2012) (SR-Phlx-2012-23).
    \7\ 17 CFR 240.17a-4.
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    The Exchange also amended OFPA F-34 and EFPA A-7, both titled 
Failure to Timely Submit Amendments to Form U4, Form U5 and Form BD, to 
add various new rule numbers, including Rule 616. Each provides that 
any member, and member organization that is required to file Form U4, 
Form U5 or Form BD pursuant to Exchange Rules 600, 611-613, 616, or 
620, or the Act and the rules promulgated thereunder, is required to 
amend the applicable Form U4, Form U5 or Form BD to keep such forms 
current at all times. Members, and member organizations must amend Form 
U4, Form U5 or Form BD not later than thirty (30) days after the filer 
knew or should have known of the facts which gave rise to the need for 
the amendment.
    When adopting Rule 616, the language ``or should have known of'' 
was omitted from the rule, although it appears in the Advices. As a 
result, a member who should have known of the facts which gave rise to 
the need for an amendment to a Form U4, Form U5 or a Form BD could be 
violating the Advice, but not Rule 616. Because Rule 616 was intended 
to codify the electronic filing requirements into a single rule, the 
Exchange believes it is preferable for the rule language to better 
match the Advice language.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \8\ in general, and furthers the objectives of Section 
6(b)(5) of the Act \9\ in particular, in that it is designed to promote 
just and equitable principles of trade, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general to protect investors and the public interest, 
by ensuring that the Exchange's rules are clear.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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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.

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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) 
\11\ thereunder.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
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. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-Phlx-2012-71 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-Phlx-2012-71. This file

[[Page 32153]]

number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (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 Web site viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE., Washington, 
DC 20549, on official business days between the hours of 10 a.m. and 3 
p.m. Copies of the filing also will be available for inspection and 
copying at the principal office of the Exchange. All comments received 
will be posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-Phlx-2012-71 and should be submitted on 
or before June 21, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-13085 Filed 5-30-12; 8:45 am]
BILLING CODE 8011-01-P