[Federal Register Volume 84, Number 85 (Thursday, May 2, 2019)]
[Notices]
[Pages 18903-18905]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-08917]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-85730; File No. SR-MRX-2019-09]
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Delete the
Exchange's Current Registration, Qualification and Continuing Education
Rules
April 26, 2019.
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 18, 2019, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed with
the Securities and Exchange Commission (``SEC'' or ``Commission'') the
proposed rule change as described in Items I, II, and III, 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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[[Page 18904]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to delete the Exchange's current
Registration, Qualification and Continuing Education rules (``Exchange
Registration Rules'' and, generally, ``Registration Rules'') under the
1200 Series (Rules 1210 through 1250), and incorporate by reference The
Nasdaq Stock Market LLC's (``Nasdaq'') rules at General 4 (``Nasdaq
Registration Rules''), into General 4 of the Exchange's rulebook's
(``Rulebook'') shell structure.\3\
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\3\ In 2017, the Exchange added a shell structure to its
Rulebook with the purpose of improving efficiency and readability
and to align its rules closer to those of its five sister exchanges,
The Nasdaq Stock Market LLC; Nasdaq BX, Inc.; Nasdaq PHLX LLC;
Nasdaq GEMX, LLC; and Nasdaq ISE, LLC (``Affiliated Exchanges'').
The shell structure currently contains eight (8) General sections
which, once complete, will apply a common set of rules to the
Affiliated Exchanges. See Securities Exchange Act Release No. 82172
(November 29, 2017), 82 FR 57495 (December 5, 2017) (SR-MRX-2017-
26).
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The text of the proposed rule change is available on the Exchange's
website at http://nasdaqmrx.cchwallstreet.com/, 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 Exchange recently amended, reorganized, and enhanced certain of
its membership, registration, and qualification requirement rules
partly in response to rule changes by the Financial Industry Regulatory
Authority (``FINRA''), and also in order to conform the Exchange's
rules more closely to those of its Affiliated Exchanges in the interest
of uniformity and to facilitate compliance with membership,
registration and qualification regulatory requirements by members of
multiple Affiliated Exchanges including the Exchange.\4\ To that end,
the Exchange adopted a new 1200 Series of rules, captioned
``Registration, Qualification and Continuing Education,'' generally
conforming the Exchange Registration Rules to FINRA's new 1200 Series,
except for a number of Exchange-specific variations.\5\
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\4\ See Securities Exchange Act Release No. 84385 (October 9,
2018), 83 FR 52023 (October 15, 2018) (SR-MRX-2018-31).
\5\ Id.
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The Exchange now proposes to delete the Exchange Registration
Rules, currently under the 1200 Series (Rules 1210 through 1250), and
incorporate by reference the Nasdaq Registration Rules at General 4 of
Nasdaq's rulebook into General 4 of the Exchange's Rulebook. Relatedly,
the Exchange will make necessary cross-reference updates throughout the
Rulebook. Specifically, the Exchange will amend the cross-reference in
Exchange Rule 100.
The incorporation by reference of Nasdaq Registration Rules at
General 4 into the Exchange's General 4 title and any necessary cross-
reference updates are regulatory in nature.\6\ The Exchange notes that
as a condition of an exemption, which the Exchange will request and
will need to be approved by the Commission pursuant to Section 36 of
the Act,\7\ the Exchange agrees to provide written notice to its
members whenever Nasdaq proposes a change to its General 4 title.\8\
Such notice will alert Exchange members to the proposed Nasdaq rule
change and give them an opportunity to comment on the proposal. The
Exchange will similarly inform its members in writing when the SEC
approves any such proposed change.
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\6\ The General 4 rules are categories of rules that are not
trading rules. See 17 CFR 200.30-3(a)(76) (contemplating such
requests). In addition, several other Self-Regulatory Organizations
(``SROs'') incorporate by reference certain regulatory rules of
other SROs and have received from the Commission similar exemptions
from Section 19(b) of the Exchange Act. See e.g., Securities
Exchange Act Release Nos. 57478 (March 12, 2008), 73 FR 14521 (March
18, 2008), 53128 (January 13, 2006), 71 FR 3550 (January 23, 2006);
49260 (February 17, 2004), 69 FR 8500 (February 24, 2004).
\7\ 15 U.S.C. 78mm.
\8\ The Exchange will provide such notice via a posting on the
same website location where the Exchange posts its own rule filings
pursuant to Rule 19b-4 within the timeframe required by such rule.
The website posting will include a link to the location on the
Nasdaq website where the applicable proposed rule change is posted.
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Implementation
The Exchange proposes that this rule change becomes operative at
such time as it receives approval for an exemption from the Securities
and Exchange Commission, pursuant to its authority under Section 36 of
the Act and Rule 0-12 \9\ thereunder, from the Section 19(b) rule
filing requirements to separately file a proposed rule change to amend
the Exchange's General 4 title.
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\9\ See 17 CFR 240.0-12; Exchange Act Release No. 39624
(February 5, 1998), 63 FR 8101 (February 18, 1998).
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\10\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\11\ 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 consolidating its rules into a single rule set. The
Exchange intends to also file similar proposed rule changes for the
Nasdaq BX, Inc.; Nasdaq PHLX LLC; Nasdaq GEMX, LLC; and Nasdaq ISE, LLC
markets so that the General 4 rules which govern Registration Rules are
conformed.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
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Incorporating by reference the Nasdaq Registration Rules at General
4 into the Exchange's General 4 title will provide an easy reference
for Exchange members seeking to comply with registration and
qualification requirements on multiple markets. As noted, the Exchange
intends to file similar proposed rule changes for other Affiliated
Exchanges so that Nasdaq General 4 is the source document for all
Registration Rules. The Exchange notes that the current rule is not
changing and that Exchange members will be required to continue to
comply with the Nasdaq Registration Rules as though such rules are
fully set forth in Exchange's Rulebook. The Exchange desires to conform
its rules and locate those rules within the same location in each
Rulebook to provide Exchange members the ability to quickly locate
rules.
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 this
rule change does not impose an undue burden on competition because the
Exchange is merely incorporating by reference the Nasdaq Registration
Rules at General 4 into its own Rulebook. The Exchange Registration
Rules are not being
[[Page 18905]]
amended and therefore no member is impacted.
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)(iii) of the Act \12\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\13\
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\12\ 15 U.S.C. 78s(b)(3)(A)(iii).
\13\ 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-MRX-2019-09 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-MRX-2019-09. 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 (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 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-MRX-2019-09 and should be submitted on
or before May 23, 2019.
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\14\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-08917 Filed 5-1-19; 8:45 am]
BILLING CODE 8011-01-P