[Federal Register Volume 84, Number 180 (Tuesday, September 17, 2019)]
[Notices]
[Pages 48978-48981]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-20018]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86938; File No. SR-NASDAQ-2019-048]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Amendment Nos. 2 and 3 and Order Granting 
Accelerated Approval of a Proposed Rule Change, as Modified by 
Amendment Nos. 2 and 3, To Establish the ``Midpoint Extended Life Order 
+ Continuous Book'' as a New Order Type

September 11, 2019.

I. Introduction

    On May 29, 2019, The Nasdaq Stock Market LLC (``Exchange'' or 
``Nasdaq'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to establish the Midpoint Extended Life Order + 
Continuous Book (``M-ELO+CB'') as a new order type. The proposed rule 
change was published for comment in the Federal Register on June 17, 
2019.\3\ On July 1, 2019, the Exchange filed Amendment No. 1 to the 
proposed rule change, which amended and superseded the proposed rule 
change as originally filed. On July 30, 2019, pursuant to Section 
19(b)(2) of the Act,\4\ the Commission designated a longer period 
within which to approve the proposed rule change, disapprove the 
proposed rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change.\5\ On July 31, 2019, the

[[Page 48979]]

Exchange filed Amendment No. 2 to the proposed rule change, which 
amended and superseded the proposed rule change, as modified by 
Amendment No. 1.\6\ On August 30, 2019, the Exchange filed Amendment 
No. 3 to the proposed rule change.\7\ The Commission received no 
comment letters on the proposed rule change. The Commission is 
publishing this notice to solicit comments on Amendment Nos. 2 and 3 
from interested persons, and is approving the proposed rule change, as 
modified by Amendment Nos. 2 and 3, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 86083 (June 11, 
2019), 84 FR 28107.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 86512, 84 FR 38078 
(August 5, 2019). The Commission designated September 15, 2019 as 
the date by which the Commission shall approve or disapprove, or 
institute proceedings to determine whether to disapprove, the 
proposed rule change.
    \6\ In Amendment No. 2, the Exchange revised the proposal to: 
(1) Explain in greater detail the order entry protocols available 
for M-ELO+CBs; (2) provide additional specificity about the resting 
period for midpoint orders; (3) provide additional specificity about 
the execution priority of M-ELO+CBs, M-ELOs, and midpoint orders; 
(4) conform the proposal to a recently approved proposed rule change 
permitting M-ELOs to be entered in odd-lot sizes; (5) specify that 
any punitive fees or participant requirements determined to be 
necessary by the Exchange for M-ELO+CB usage would be implemented 
pursuant to a future proposed rule change; and (6) make technical, 
clarifying, and conforming changes. Amendment No. 2 is available at 
https://www.sec.gov/comments/sr-nasdaq-2019-048/srnasdaq2019048-5898749-188829.pdf.
    \7\ In Amendment No. 3, the Exchange further revised the 
proposal to: (1) Clarify that the statistical information it 
proposes to publish for M-ELO+CBs would be aggregated with the 
statistical information it currently publishes for M-ELOs; (2) 
clarify the circumstances in which modification of a M-ELO+CB or 
midpoint order would trigger a new holding or resting period; and 
(3) make technical and conforming changes. Amendment No. 3 is 
available at https://www.sec.gov/comments/sr-nasdaq-2019-048/srnasdaq2019048-6049836-191368.pdf.
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II. Description of the Proposal

    Currently, the Exchange offers the Midpoint Extended Life Order 
(``M-ELO'').\8\ A M-ELO is a non-displayed order priced at the midpoint 
between the National Best Bid and National Best Offer (``NBBO'') that 
is not eligible for execution until it completes a one-half second 
holding period (``Holding Period'').\9\ Once eligible to trade, M-ELOs 
may only execute against other M-ELOs.\10\
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    \8\ See Rule 4702(b)(14)(A). See also Securities Exchange Act 
Release No. 82825 (March 7, 2018), 83 FR 10937 (March 13, 2018) 
(``Original M-ELO Approval Order'') (order approving SR-NASDAQ-2017-
074).
    \9\ See Rule 4702(b)(14)(A).
    \10\ See id.
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    The Exchange now proposes to adopt M-ELO+CB as a variation on the 
M-ELO concept. That is, a M-ELO+CB would be an order type that has all 
of the characteristics and attributes of a M-ELO, except that, in 
addition to executing against other M-ELO+CBs and M-ELOs, it would also 
be able to execute against certain ``M-ELO-like'' orders on the 
Exchange's continuous book.\11\ Specifically, a M-ELO+CB would be 
subject to the same one-half second Holding Period as a M-ELO. A M-
ELO+CB that satisfies the Holding Period would be eligible to execute, 
at the NBBO midpoint, against other eligible M-ELO+CBs and eligible M-
ELOs.\12\ However, unlike a M-ELO, the M-ELO+CB would also be eligible 
to execute, at the NBBO midpoint, against non-displayed orders with 
midpoint pegging and midpoint peg post-only orders (collectively, 
``Midpoint Orders'') resting on the Exchange's continuous book, if: (1) 
The Midpoint Order has the midpoint trade now order attribute enabled; 
\13\ (2) the Midpoint Order has rested on the continuous book for at 
least one-half second after the NBBO midpoint falls within the limit 
price set by the participant; \14\ (3) no other order is resting on the 
continuous book that has a more aggressive price than the current NBBO 
midpoint; and (4) the Midpoint Order satisfies any minimum quantity 
requirement of the M-ELO+CB.\15\ A buy (sell) M-ELO+CB would be ranked 
in time order at the NBBO midpoint among other buy (sell) M-ELO+CBs, 
buy (sell) M-ELOs, and buy (sell) Midpoint Orders, as of the time when 
such orders become eligible to execute (i.e., the time at which they 
exit their respective one-half second Holding Periods or resting 
periods, as applicable, and satisfy any other conditions for 
marketability).\16\
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    \11\ See proposed Rule 4702(b)(15). Also, unlike M-ELOs, M-
ELO+CBs may be entered via any of the Exchange's order entry 
protocols except for QIX. See id.; Amendment No. 2, supra note 6, at 
5 n.6, 7. The type of protocol used would not affect how the system 
handles M-ELO+CBs. See Amendment No. 2, supra note 6, at 7.
    \12\ See proposed Rule 4702(b)(15).
    \13\ The midpoint trade now order attribute currently allows a 
resting order that becomes locked at its non-displayed price by an 
incoming midpoint peg post-only order to automatically execute 
against crossing or locking interest, including potentially against 
the locking midpoint peg post-only order, as a liquidity taker. See 
Rule 4703(n). The Exchange proposes to amend the midpoint trade now 
order attribute to provide that, in addition to the functionality 
the attribute currently provides, enabling the attribute would also 
permit a Midpoint Order to execute against a M-ELO+CB, provided that 
the Midpoint Order meets the eligibility requirements for doing so. 
See proposed Rule 4703(n). The Exchange also proposes to specify 
that, if there is a resting Midpoint Order on the Nasdaq book 
without the midpoint trade now order attribute, a new incoming 
Midpoint Order with the midpoint trade now order attribute will be 
able to execute against a M-ELO+CB (after meeting the eligibility 
requirements). See id. The resting Midpoint Order without the 
midpoint trade now order attribute will thereafter remain on the 
Nasdaq book and retain its priority relative to other resting orders 
on the same side of the market. See id.
    \14\ If a Midpoint Order with the midpoint trade now order 
attribute enabled is modified during its resting period or after its 
resting period elapses, other than to decrease the size of the order 
or to modify the marking of a sell order as long, short, or short 
exempt, such modification would trigger a new resting period for the 
Midpoint Order. See Amendment No. 3, supra note 7, at 4.
    \15\ See proposed Rule 4702(b)(15).
    \16\ See id.; Amendment No. 2, supra note 6, at 6.
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    In all other respects, a M-ELO+CB would be identical to a M-ELO. 
For example, a M-ELO+CB may be assigned a limit price, in which case it 
would be: (1) Eligible for execution in time priority after satisfying 
the Holding Period if, upon acceptance of the order by the system, the 
midpoint price is within the limit price set by the participant; or (2) 
held until the midpoint falls within the limit price set by the 
participant, at which time the Holding Period would commence and 
thereafter the system would make the order eligible for execution in 
time priority.\17\ If a M-ELO+CB is modified by a member (other than to 
decrease the size of the order or to modify the marking of a sell order 
as long, short, or short exempt) during the Holding Period, the system 
would restart the Holding Period.\18\ If a M-ELO+CB is modified by a 
member (other than to decrease the size of the order or to modify the 
marking of a sell order as long, short, or short exempt) after it is 
eligible to execute, the order would have to satisfy a new Holding 
Period to become eligible to execute. If the NBBO changes while a M-
ELO+CB is in the Holding Period, the Holding Period would not reset, 
even if, as a result of the NBBO change, the M-ELO+CB's limit price is 
less aggressive than the NBBO midpoint.\19\ If a M-ELO+CB satisfies the 
Holding Period, but the NBBO midpoint is no longer within its limit, it 
would nonetheless be ranked in time priority among other M-ELO+CBs, M-
ELOs, and Midpoint Orders if the NBBO later moves such that the 
midpoint is within the order's limit price (i.e., the Holding Period 
would not reset).\20\
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    \17\ See Amendment No. 2, supra note 6, at 6-7.
    \18\ See id. at 7.
    \19\ See id.
    \20\ See id.
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    If there is no National Best Bid or National Best Offer, the 
Exchange would accept M-ELO+CBs but would not allow M-ELO+CB executions 
until there is an NBBO.\21\ M-ELO+CBs would be eligible to execute if 
the NBBO is locked.\22\ If the NBBO is crossed, M-ELO+CBs would be held 
by the system until the NBBO is no longer crossed, at which time they 
would be eligible to

[[Page 48980]]

trade.\23\ M-ELO+CBs may be cancelled at any time, including during the 
Holding Period.\24\
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    \21\ See id.
    \22\ See id.
    \23\ See id.
    \24\ See id.
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    M-ELO+CBs would only be active during market hours.\25\ 
Specifically, M-ELO+CBs entered during pre-market hours would be held 
by the system in time priority until market hours begin, M-ELO+CBs 
entered during post-market hours would not be accepted by the system, 
and M-ELO+CBs remaining unexecuted after 4:00 p.m. Eastern time would 
be cancelled by the system.\26\ M-ELO+CBs would not be eligible for the 
Exchange's opening, halt, and closing crosses.\27\ M-ELO+CBs may be 
entered in any size and may have a minimum quantity order 
attribute.\28\ M-ELO+CBs may not be designated with a time-in-force of 
immediate or cancel, are ineligible for routing, and may not have the 
discretion, reserve size, attribution, intermarket sweep order, 
display, trade now, or midpoint trade now order attributes.\29\
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    \25\ See id.
    \26\ See id. at 7-8.
    \27\ See proposed Rule 4703(l).
    \28\ See Amendment No. 2, supra note 6, at 8. See also 
Securities Exchange Act Release No. 86416 (July 19, 2019), 84 FR 
35918 (July 25, 2019) (order approving SR-NASDAQ-2019-044 to allow 
M-ELOs to be odd lot-sized).
    \29\ See Amendment No. 2, supra note 6, at 8.
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    M-ELO+CB executions would be reported to securities information 
processors and provided in the Exchange's proprietary data feed without 
any new or special indication.\30\ The Exchange would, however, include 
in its existing volume reports delayed weekly aggregated statistics, as 
well as delayed monthly aggregated block-sized trading statistics, for 
M-ELO+CB executions.\31\ Specifically, the Exchange would include M-
ELO+CB executions in the existing reports it publishes on 
Nasdaqtrader.com that provide weekly aggregated statistics showing the 
number of shares and transactions of M-ELOs executed on the Exchange by 
security.\32\ The Exchange would also include M-ELO+CB executions in 
the existing reports it publishes on Nasdaqtrader.com that provide 
monthly aggregated block-sized trading statistics of total shares and 
total transactions of M-ELOs executed on the Exchange.\33\
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    \30\ See id.
    \31\ See id.
    \32\ See id.; Amendment No. 3, supra note 7, at 5, 8 (clarifying 
that the weekly statistical information published by the Exchange 
would aggregate both M-ELO and M-ELO+CB executions). This 
information would be published with a two-week delay for NMS stocks 
in Tier 1 of the LULD Plan, and a four-week delay for all other NMS 
stocks. See Amendment No. 2, supra note 6, at 8.
    \33\ See Amendment No. 2, supra note 6, at 8-9; Amendment No. 3, 
supra note 7, at 5, 8 (clarifying that the monthly statistical 
information published by the Exchange would aggregate both M-ELO and 
M-ELO+CB executions). A transaction would be considered ``block-
sized'' if it meets any of the following criteria: (1) 10,000 or 
more shares; (2) $200,000 or more in value; (3) 10,000 or more 
shares and $200,000 or more in value; (4) 2,000 to 9,999 shares; (5) 
$100,000 to $199,999 in value; or (6) 2,000 to 9,999 shares and 
$100,000 to $199,999 in value. See Amendment No. 2, supra note 6, at 
9. This information would be published no earlier than one month 
following the end of the month for which trading was aggregated. See 
id.
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    The Exchange represents that, as part of the surveillance it 
currently performs, M-ELO+CBs would be subject to real-time 
surveillance to determine if they are being abused by market 
participants.\34\ In addition, as is the case for M-ELOs, the Exchange 
represents that it will monitor the use of M-ELO+CBs with the intent to 
apply additional measures, as necessary, to ensure their usage is 
appropriately tied to the intent of the order type.\35\ According to 
the Exchange, manipulative abuse is subject to potential disciplinary 
action under the Exchange's rules, and other behavior that is not 
necessarily manipulative but nonetheless frustrates the purposes of the 
M-ELO+CB order type may be subject to penalties or other participant 
requirements to discourage such behavior, should it occur.\36\
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    \34\ See Amendment No. 2, supra note 6, at 9.
    \35\ See id. The Exchange states that this monitoring may 
include metrics tied to participant behavior, such as the percentage 
of M-ELO+CBs that are cancelled prior to the completion of the 
Holding Period, the average duration of M-ELO+CBs, and the 
percentage of M-ELO+CBs where the NBBO midpoint is within the limit 
price when received. See id.
    \36\ See id. Should the Exchange determine that they are 
necessary to maintain a fair and orderly market, any punitive fees 
or other participant requirements tied to M-ELO+CB usage would be 
implemented by rule filing under Section 19(b) of the Act. See id. 
at 9 n.11.
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    The Exchange plans to implement M-ELO+CB within thirty days after 
its approval, and will announce the specific implementation date by 
Equity Trader Alert.\37\ The Exchange states that it will make M-ELO+CB 
available to all members and to all securities upon implementation.\38\
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    \37\ See id. at 11. The Exchange notes that it plans to propose 
a fee structure for M-ELO+CB in a subsequent proposed rule change. 
See id. at 11 n.13.
    \38\ See id. at 11.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment Nos. 2 and 3, is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\39\ In particular, the 
Commission finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\40\ which requires, among other things, 
that the rules of a national securities exchange be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, 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, and that the rules are not designed 
to permit unfair discrimination between customers, issuers, brokers, or 
dealers; and Section 6(b)(8) of the Act,\41\ which requires that the 
rules of a national securities exchange not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act.
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    \39\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \40\ 15 U.S.C. 78f(b)(5).
    \41\ 15 U.S.C. 78f(b)(8).
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    The Commission has carefully considered the proposal and finds that 
it is consistent with the Act. In its original order approving M-ELO on 
the Exchange, the Commission noted its belief that the M-ELO order type 
could create additional and more efficient trading opportunities on the 
Exchange for investors with longer investment time horizons, including 
institutional investors, and could provide these investors with an 
ability to limit the information leakage and the market impact that 
could result from their orders.\42\ While M-ELOs are currently limited 
to executing only against other M-ELOs, the Commission believes that 
the Exchange's proposal to introduce M-ELO+CBs, which would be able to 
interact with eligible Midpoint Orders, in addition to M-ELO+CBs and M-
ELOs, could create opportunities for Exchange participants to utilize a 
variation of the M-ELO order type consistent with the intended purpose 
of the order type. In particular, the proposal would provide Exchange 
participants with the flexibility to allow their orders to interact 
with ``M-ELO-like'' interest on the Exchange's order book. As with M-
ELOs, the Commission believes that M-ELO+CBs represent a reasonable 
effort to further enhance the

[[Page 48981]]

ability of longer-term trading interest to participate effectively on 
an exchange.
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    \42\ See Original M-ELO Approval Order, supra note 8, at 10938-
39.
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    The Commission also believes that the proposal to use the midpoint 
trade now order attribute to allow Midpoint Orders to execute against 
M-ELO+CBs would provide Exchange participants entering Midpoint Orders 
with additional control over the execution of their orders, 
specifically by allowing participants to choose whether to enable the 
order attribute in order to execute against M-ELO+CBs.
    The Commission believes that the proposal to include M-ELO+CB 
executions in the Exchange's published statistics for M-ELO executions 
is reasonably designed to provide additional transparency regarding M-
ELO+CB executions on the Exchange without undermining the usefulness of 
the M-ELO and M-ELO+CB order types by limiting the potential 
information leakage and the resulting market impact that could be 
associated with non-delayed identification of individual M-ELO or M-
ELO+CB executions.
    Finally, the Commission believes that the Exchange's proposed 
surveillance measures are reasonably designed to deter potential 
improper use of the proposed M-ELO+CB order type. In particular, the 
Commission notes that the Exchange has represented that, as it does for 
M-ELOs, it will conduct real-time surveillance to monitor the use of M-
ELO+CBs and ensure that such usage is appropriately tied to the intent 
of the order type.\43\ The Exchange has also represented that it will 
continue to evaluate whether additional measures may be necessary to 
ensure that M-ELO+CBs are used in a manner consistent with the intended 
purpose of the order type.\44\
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    \43\ See Amendment No 2, supra note 6, at 9.
    \44\ See id.
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    Based on the foregoing and the Exchange's representations in its 
proposal, the Commission finds that the proposed rule change, as 
modified by Amendment Nos. 2 and 3, is consistent with the Act.

IV. Solicitation of Comments on Amendment Nos. 2 and 3 to the Proposed 
Rule Change

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment Nos. 2 and 3 are 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-NASDAQ-2019-048 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-NASDAQ-2019-048. 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-NASDAQ-2019-048, and should be submitted 
on or before October 8, 2019.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment Nos. 2 and 3

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment Nos. 2 and 3, prior to the thirtieth 
day after the date of publication of notice of the filing of Amendment 
Nos. 2 and 3 in the Federal Register. As discussed above, in Amendment 
No. 2, the Exchange revised the proposal to: (1) Explain in greater 
detail the order entry protocols available for M-ELO+CBs; (2) provide 
additional specificity about the resting period for Midpoint Orders; 
(3) provide additional specificity about the execution priority of M-
ELO+CBs, M-ELOs, and Midpoint Orders; (4) conform the proposal to a 
recently approved proposed rule change permitting M-ELOs to be entered 
in odd-lot sizes; (5) specify that any punitive fees or participant 
requirements determined to be necessary by the Exchange for M-ELO+CB 
usage would be implemented pursuant to a future proposed rule change; 
and (6) make technical, clarifying, and conforming changes. Also as 
discussed above, in Amendment No. 3, the Exchange further revised the 
proposal to: (1) Clarify that the statistical information it proposes 
to publish for M-ELO+CBs would be aggregated with the statistical 
information it currently publishes for M-ELOs; (2) clarify the 
circumstances in which modification of a M-ELO+CB or Midpoint Order 
would trigger a new holding or resting period; and (3) make technical 
and conforming changes. The Commission believes that Amendment Nos. 2 
and 3 do not raise any novel regulatory issues or make any significant 
substantive changes to the original proposal, which was subject to a 
full notice and comment period during which no comments were received. 
The Commission also notes that Amendment Nos. 2 and 3 provide 
additional accuracy, clarity, and justification to the proposal. 
Accordingly, the Commission finds good cause, pursuant to Section 
19(b)(2) of the Act,\45\ to approve the proposed rule change, as 
modified by Amendment Nos. 2 and 3, on an accelerated basis.
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    \45\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\46\ that the proposed rule change (SR-NASDAQ-2019-048), as 
modified by Amendment Nos. 2 and 3, be, and hereby is, approved on an 
accelerated basis.
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    \46\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\47\
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    \47\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-20018 Filed 9-16-19; 8:45 am]
 BILLING CODE 8011-01-P