[Federal Register Volume 86, Number 82 (Friday, April 30, 2021)]
[Notices]
[Pages 23001-23013]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-09022]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91672; File No. SR-GEMX-2021-02]


Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Delete the 
Exchange Membership Rules and Incorporate by Reference the Membership 
Rules of The Nasdaq Stock Market LLC

April 26, 2021.
    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 13, 2021, Nasdaq GEMX, LLC (``GEMX'' 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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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to delete the Exchange's membership rules 
currently under the General 3 title, incorporate by reference The 
Nasdaq Stock Market LLC's (``Nasdaq'') rules in the General 3 Rule 1000 
Series, and other related changes.
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/gemx/rules, 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.

[[Page 23002]]

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

1. Purpose
    General 3 of the Exchange's General Rules and Nasdaq's General 3, 
Rules 1000 Series prescribe the qualifications and procedures for 
applying for membership, respectively, on the Exchange and Nasdaq. The 
Exchange proposes to delete in their entirety the rules under its 
General 3 title, entitled ``Membership and Access,'' and incorporate by 
reference the Nasdaq General 3, Rules 1000 Series (the ``Nasdaq Rule 
1000 Series'' or ``Nasdaq Membership Rules'') as described below.\3\ 
The Exchange will also relocate the text under its rule under General 
3, Section 4(b) and place it under new Exchange General 2, Section 11, 
as further described below.
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    \3\ The Exchange will separately request an exemption from the 
rule filing requirements of Section 19(b) of the Act for changes to 
General 3 to the extent such rules are effected solely by virtue of 
a change to the Nasdaq Rule 1000 Series. The Exchange's proposed 
rule change will not become effective unless and until the 
Commission approves this exemption request.
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    This proposal is part of the Exchange's plan to harmonize its 
membership rules with the membership rules of the Nasdaq, Nasdaq BX, 
Inc. (``BX''), and Nasdaq ISE, LLC (``ISE'') exchanges.\4\ The Exchange 
notes that Nasdaq MRX, LLC, and Nasdaq Phlx, LLC (``Phlx'') (together 
with Nasdaq, BX, and ISE, the ``Affiliated Exchanges'') each plan to 
propose similar rule changes that will render their membership rules 
substantially similar to those of Nasdaq, BX, and ISE. To account for 
any differences that may exist, the proposed introductory paragraphs 
list instances in which cross references in the Nasdaq Series 1000 
Rules to other Nasdaq rules shall be read to refer instead to the 
Exchange Rules, and references to Nasdaq terms (whether or not defined) 
shall be read to refer to the Exchange-related meanings of those terms. 
For instance, references to defined terms ``Exchange'' or ``Nasdaq'' 
shall be read to refer to the Nasdaq GEMX Exchange; ``Rule'' or 
``Exchange Rule'' shall be read to refer to the Exchange Rules; the 
defined term ``Applicant'' in the Nasdaq Rule 1000 Series shall be read 
to refer to an Applicant to the Nasdaq GEMX Exchange; the defined terms 
``Board'' or ``Exchange Board'' in the Nasdaq Rule 1000 Series shall be 
read to refer to the Nasdaq GEMX Board of Directors; the defined term 
``Director'' in the Nasdaq Rule 1000 Series shall be read to refer to a 
Director of the Board of the Nasdaq GEMX Exchange; the defined term 
``Exchange Review Council'' in the Nasdaq Rule 1000 Series shall be 
read to refer to the Nasdaq GEMX Exchange Review Council; the defined 
term ``Subcommittee'' in the Nasdaq Rule 1000 Series shall be read to 
refer to a Subcommittee of the Nasdaq GEMX Exchange Review Council; the 
defined term ``Interested Staff'' in the Nasdaq Rule 1000 Series shall 
be read to refer to Interested Staff of Nasdaq GEMX; the defined term 
``Member'' in the Nasdaq Rule 1000 Series shall be read to refer to a 
Nasdaq GEMX Member who acts in its capacity as an Electronic Access 
Member, a Primary Market Maker, or a Competitive Market Maker 
(including a ``Foreign Member,'' as defined under proposed GEMX General 
3); the defined term ``Associated Person'' shall be read to refer to a 
Nasdaq GEMX Associated Person; the defined terms ``Exchange Membership 
Department'' or ``Membership Department'' shall be read to refer to the 
Nasdaq GEMX Membership Department; and the defined term ``Exchange 
Regulation Department'' shall be read to refer to the Nasdaq GEMX 
Regulation Department.
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    \4\ The BX membership rules were previously amended to 
incorporate by reference Nasdaq's membership rules. See Securities 
Exchange Act Release No. 34-86425 (July 22, 2019), 84 FR 36139 (July 
26, 2019) (SR-BX-2019-022). ISE has also filed a proposal to 
incorporate by reference Nasdaq's membership rules. See Securities 
Exchange Act Release No. 90903 (January 12, 2021), 86 FR 5284 18892 
(January 19, 2021) (SR-ISE-2020-43).
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    Additionally, cross references in the Nasdaq Rule 1000 Series to 
``General 1 and Equity 1'' shall be read as references to Nasdaq GEMX 
General 1, Section 1; cross references in the Nasdaq Rule 1000 Series 
to ``General 9, Section 20'' shall be read as references to Nasdaq GEMX 
Options 10, Section 5(c)(2); cross references in the Nasdaq Rule 1000 
Series to ``General 9, Section 37'' shall be read as references to 
Nasdaq GEMX Options 9, Section 21; and cross references to the 
``General 4, Rule 1200 Series'' shall be read as references to Nasdaq 
GEMX General 4, Section 1.\5\
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    \5\ The Exchange notes that its General 4 title (entitled 
``Regulation'') currently incorporates by reference the rules 
contained in Nasdaq's General 4 title. See Securities Exchange Act 
Release No. 85737 (April 26, 2019), 84 FR 18897 (May 2, 2019) (SR-
GEMX-2019-05).
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    Finally, as explained below, the introductory paragraph will 
indicate that the Nasdaq Rule 1000 Series shall also apply to Nasdaq 
GEMX Members who meet the requirements of a ``Foreign Member.''
    As compared to the Exchange's existing General 3, by virtue of 
incorporating by reference the Nasdaq Membership Rules into the 
Exchange's rulebook, the Exchange's membership rules will be organized 
in a more logical order. The incorporated rules will eliminate 
unnecessary or vague provisions that exist under the current General 3 
title, eliminate unnecessary complexity in the membership process, and 
otherwise streamline the Exchange's existing membership rules and their 
associated procedures.
Summary of Proposed Changes
    A comparison between the Exchange's existing General 3 and the 
Nasdaq Membership Rules is summarized below. As a general matter, in 
comparison to the Exchange's existing membership rules, the Nasdaq 
Membership Rules provide for more specific membership procedures and 
due process. Moreover, as described below, some of the Nasdaq Rule 1000 
Series rules have no analogue in the existing Exchange rules. Finally, 
as explained later, the Exchange will also relocate the text under 
General 3, Section 4(b) to new Exchange General 2, Section 11.
Rule 1001
    Nasdaq Rule 1001 states that Nasdaq and the Financial Industry 
Regulatory Authority (``FINRA'') are parties to a Regulatory Contract, 
pursuant to which FINRA has agreed to perform certain functions 
described in the Rule 1000 Series and the General 4, Rule 1200 Series 
on behalf of Nasdaq.\6\ Moreover, Nasdaq Rule 1001 provides that Nasdaq 
rules that refer to Nasdaq's Regulation Department, Nasdaq Regulation 
Department staff, Nasdaq staff, and Nasdaq departments should be 
understood as also referring to FINRA staff and FINRA departments 
acting on behalf of Nasdaq pursuant to the Regulatory Contract.
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    \6\ Nasdaq's General 4, Section 1 (Registration, Qualification 
and Continuing Education) is currently incorporated by reference 
into the Exchange's General 4 title. See supra note 5.
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    Nasdaq Rule 1001 also provides that, notwithstanding the fact that 
Nasdaq has entered into the Regulatory Contract with FINRA to perform 
some of Nasdaq's functions, Nasdaq shall retain ultimate legal 
responsibility for, and control of, such functions. In addition, the 
rule informs that Nasdaq has incorporated by reference certain FINRA 
rules and that Nasdaq members shall comply with those rules and 
interpretations as if such rules and interpretations were part of 
Nasdaq's Rules.
    The Exchange is proposing to incorporate by reference Nasdaq Rule 
1001, which currently has no analogue

[[Page 23003]]

rule under its membership rules. The language of Nasdaq Rule 1001 is 
applicable to the Exchange, as the Exchange is, similarly, a signatory 
of a Regulatory Contract with FINRA, pursuant to which FINRA has agreed 
to perform certain membership functions on its behalf, and also retains 
the ultimate legal responsibility for the performance of said 
functions. The Exchange believes that the incorporation by reference to 
Nasdaq Rule 1001 is not a substantive amendment to the Exchange rules.
Rule 1002
    Nasdaq Rule 1002, which will be incorporated by reference under the 
Exchange's General 3 title, describes the qualifications of Nasdaq 
members and associated persons, the registration of branch offices, and 
the designation of a Member's office of supervisory jurisdiction. The 
Exchange will adopt by incorporation the provisions of Nasdaq Rule 1002 
and delete those under current General 3, Section 1. The Exchange 
believes that incorporating by reference this rule will further the 
Exchange's objective to provide uniformity and clarity to its rules by 
aligning them with the membership rules of the Nasdaq, BX, and ISE 
exchanges.
    Nasdaq Rule 1002(a) provides that any registered broker or dealer 
shall be eligible for membership in Nasdaq (except for those excluded 
under paragraph (b) of the rule); additionally, paragraph (a) provides 
that any person shall be eligible to become an Associated Person of a 
Member (except for those excluded under Rule 1002(b)). Rule 1002(a) is 
similar to General 3, Section 1(a) of the Exchange's membership rules 
to the extent that it describes that brokers or dealers may become 
Exchange members (``Members''), which in turn entitles them to conduct 
their business on the Exchange. General 3, Section 1(a) provides that 
the Exchange shall issue memberships conferring the ability to transact 
on the Exchange. Exchange General 3, Section 1(a) also provides that 
there is no limit on the number of memberships that may be issued by 
the Exchange and that, under the rule, the Exchange shall not act in a 
manner that does not comply with the provisions of Section 6(c)(4) of 
the Exchange Act. Similarly, the Nasdaq Rule 1000 Series does not 
establish a limit to the number of memberships issued and conducts its 
review of applications for membership pursuant to the Securities 
Exchange Act of 1934. Furthermore, General 3, Section 1(a) provides 
that a Member may be a corporation, partnership, or limited liability 
company, and must be a registered broker-dealer and meet the 
qualifications for Exchange membership. The Exchange believes that 
incorporating by reference Nasdaq Rule 1002(a) expands upon Exchange 
General 3, Section 1(a) by including an associated person of a Member 
(``Associated Person'') under this threshold requirement.
    The Exchange's General 3, Section 1(b) provides that a Member that 
does not maintain an office in the United States (``Foreign Member'') 
that is responsible for preparing and maintaining financial and other 
reports required to be filed with the Commission and with the Exchange 
must prepare such reports in English and in U.S. dollars, reimburse the 
Exchange for any expense incurred in examining the Member to the extent 
that such expense is in excess of the cost associated with examining a 
Member located within the continental United States, and ensure the 
availability of an individual who is fluent in English and 
knowledgeable in securities and financial matters to assist 
representatives of the Exchange during examinations. Nasdaq General 9, 
Section 50 is a Nasdaq rule substantially similar to the provisions in 
General 3, Section 1(b). In order to preserve the enumerated 
characteristics of a Foreign Member, which would otherwise be deleted 
from its Rulebook by incorporating by reference the Nasdaq Rule 1000 
Series, the Exchange proposes to include the text of its General 3, 
Section 1(b) under the General 3's introductory paragraph and indicate 
that the Nasdaq Membership Rules will also apply to the members who 
meet the Foreign Member requirements.
    Furthermore, General 3, Section 1(c) provides that every Member 
shall have as the principal purpose of being a Member the conduct of a 
securities business, and that purpose shall be deemed to exist if and 
so long as: (1) The Member has qualified and acts in respect of its 
business on the Exchange in one or more of the following capacities: 
(i) An Electronic Access Member; (ii) a Primary Market Maker; or (iii) 
a Competitive Market Maker; and (2) all transactions effected by the 
Member are in compliance with Section 11(a) of the Exchange Act and the 
rules and regulations adopted thereunder. The Exchange believes that 
the membership qualifications described in this section are consistent 
with the eligibility criteria described in Nasdaq Rule 1002 and the 
disclosures and information provided by Applicant pursuant to Nasdaq 
Rule 1013. To account for the Exchange rights referenced in Section 
1(c) (Electronic Access Member, Primary Market Maker, or Competitive 
Market Maker), as defined under the Exchange's Options 1, Section 1 
provisions, the Exchange will also indicate in the proposed General 3 
introductory paragraph that the defined term ``Member'' in the Nasdaq 
Rule 1000 Series shall be read to refer to a Nasdaq GEMX Member who 
acts in its capacity as an Electronic Access Member, a Primary Market 
Maker, or a Competitive Market Maker.
    Nasdaq Rule 1002(b)(1) establishes that subject to such exceptions 
as may be explicitly provided elsewhere in the Nasdaq rules, no 
registered broker or dealer shall be admitted to membership, and no 
Member shall be continued in membership, if such broker, dealer, or 
Member fails or ceases to satisfy the qualification requirements 
established by Nasdaq rules, or if such broker, dealer, or Member is or 
becomes subject to a statutory disqualification, or if such broker, 
dealer, or Member fails to file such forms as may be required in 
accordance with such process as Nasdaq may prescribe. Nasdaq Rule 
1002(b)(1) can be compared to the provision currently under Exchange's 
General 3, Section 2(b) that establishes that the Exchange may deny or 
condition the approval of a Member, or preclude or condition a person 
from becoming associated with a Member, for the same reasons that the 
Commission may deny or revoke a broker-dealer registration and for 
those reasons required or allowed under the Act. Furthermore, the 
requirement to comply with Nasdaq rules under Section (b)(1), is also 
consistent with the provision under Exchange General 3, Section 4(c) 
that states that every Member shall pledge to abide by the by-laws and 
rules of the Exchange, as amended from time to time, and by all Options 
Regulatory Alerts, notices, directives or decisions adopted pursuant to 
or made in accordance with the Exchange's by-laws and rules.
    Nasdaq Rule 1002(b)(2) establishes that, subject to such exceptions 
as may be explicitly provided elsewhere in Nasdaq rules, no person 
shall become associated with a Member, continue to be associated with a 
Member, or transfer association to another Member, if such person fails 
or ceases to satisfy the qualification requirements established by 
Nasdaq rules, or if such person is or becomes subject to a statutory 
disqualification; and no broker or dealer shall be admitted to 
membership, and no Member shall be continued in membership, if any 
person associated with it is ineligible to be an Associated

[[Page 23004]]

Person under Nasdaq Membership Rules. Nasdaq Rule 1002(b)(2) is similar 
to the requirement that applies to Associated Persons under General 3, 
Section 3(a) of the Exchange rules. The Exchange's General 3, Section 3 
rules enumerate conditions that apply to persons associated with 
Members of the Exchange. Exchange General 3, Section 3(a) provides that 
Associated Persons are bound by the Exchange's by-laws and rules and 
the rules of the Clearing Corporation and describes the circumstances 
concerning the barring of an Associated Person in such role. Exchange 
General 3, Sections 2(b), 3(a), and 4(c) are, substantially similar to 
the provisions of Nasdaq Rule 1002(b),\7\ which the Exchange proposes 
be incorporated by reference into its membership rules. The Exchange 
notes that General 3, Section 3(b) requires that Members file and keep 
current a list of its associated persons who are its executive 
officers, directors, principals, shareholders, and general partners. A 
Member's obligation to maintain updated information for their 
registered representatives or principals is prescribed under Nasdaq's 
General 4 title which was previously incorporated by reference into the 
Exchange rules,\8\ rendering Exchange General 3, Section 3(b) 
unnecessary.
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    \7\ The Exchange notes that it will not relocate or carve-out 
this duplicative provision concerning The Options Clearing 
Corporation (``OCC''). Pursuant to the Exchange's Options 9, Section 
2 (``Adherence to Law''), Members are required to abide by the Act, 
the Exchange's by-laws, the rules of the Exchange, and OCC rules.
    \8\ See supra note 5.
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    Exchange General 3, Section 3(c) provides that a claim of any 
Associated Person described in the first sentence of General 3, Section 
3(b) (i.e., a Member's executive officers, directors, principal 
shareholders, and general partners) against a Member shall be 
subordinate in right of payment of customers and other Members. This 
subordination rule was copied from ISE's then-current Rulebook at the 
time, but was never directly applicable to GEMX. The rule was 
originally approved as part of ISE's Form 1 filing on February 24, 
2000.\9\ At that time, ISE members had equity ownership interest in ISE 
through their memberships and the subordination language was relevant. 
ISE has since demutualized, with its members no longer having any 
equity ownership interest through their ISE memberships, and has 
deleted this language as obsolete.\10\ Because GEMX members never had a 
similar ownership interest through their GEMX memberships, this rule 
did not apply to GEMX in the first place. As such, the Exchange 
proposes to delete this provision in its entirety.
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    \9\ See Securities Exchange Act Release No. 42455 (February 24, 
2000), 65 FR 11401 (March 2, 2000) (Order Granting Registration as a 
National Securities Exchange).
    \10\ See Securities Exchange Act Release No. 45803 (April 23, 
2002), 67 FR 21306 (April 30, 2002) (Order Approving Proposed Rule 
Change and Amendment No. 1 thereto by the International Securities 
Exchange LLC To Restructure From a Limited Liability Company to a 
Corporation).
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    Nasdaq Rule 1002(c) establishes, as a condition to maintaining 
Nasdaq membership, that Members shall at all times maintain membership 
in a registered securities association or another registered exchange. 
Furthermore, the rule prescribes that Members that transact business 
with customers shall at all times be members of FINRA. The Exchange 
proposes to incorporate this rule by reference. Because the Exchange 
does not act in the capacity of a designated examining authority 
(``DEA''), like the Nasdaq, BX, and ISE, it requires that all 
applicants for membership have an assigned DEA in place as a condition 
of its membership.
    Nasdaq Rule 1002(d) states that Nasdaq members are deemed to comply 
with Nasdaq's branch office registration requirements to the extent 
that they keep current a Uniform Branch Office Registration Form 
(``Form BR''), which contains the requisite information and which is 
accessible electronically to Nasdaq. Members that are not FINRA members 
shall continue to submit to Nasdaq a Branch Office Disclosure Form, as 
they have done previously. The Exchange proposes to incorporate by 
reference this rule, which is consistent with the provisions under the 
Exchange's Options 10, Section 5, entitled Branch Offices.\11\ The 
Exchange proposes that the cross-reference in Nasdaq Rule 1002(d)(2) to 
General 9, Section 20 shall be read as a reference to Exchange Options 
10, Section 5(c)(2).
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    \11\ ISE Options 10 is incorporated by reference into GEMX 
Options 10. See Securities Exchange Act Release No. 86346 (July 10, 
2019), 84 FR 33999 (July 16, 2019) (SR-GEMX-2019-08).
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Rule 1011
    Nasdaq Rule 1011 contains definitions applicable to the Nasdaq 
Membership Rules. Nasdaq Rule 1011 has no analogue rule in the existing 
Exchange's General 3 title. By incorporating by reference the Nasdaq 
definitions under Rule 1011, the Exchange believes it will further 
harmonize its rules with respect to the membership rules of Nasdaq, BX, 
and ISE. The Exchange notes that the defined terms in Nasdaq Rule 1011, 
to be incorporated by reference into the Exchange's rules, are self-
contained and have no impact on GEMX rules outside its membership 
rules. The terms ``Applicant,'' ``Department,'' ``Director,'' 
``Interested Staff,'' ``Securities business,'' ``Exchange Board,'' 
``principal place of business,'' ``registered broker or dealer,'' 
``Representative,'' ``sales practice event,'' ``Subcommittee,'' and 
``statutory disqualification'' have not been defined in the Exchange's 
rulebook. The Exchange notes that the term ``associated person'' as 
defined in the Exchange's rulebook \12\ is substantially similar to the 
definition in Nasdaq General 1(b)(2). Relatedly, the term ``Proprietary 
Trading Firm'' as defined in Nasdaq Rule 1011(o) is substantially 
similar with the definition of ``proprietary trading'' as defined in 
the Exchange's rulebook.\13\ The Exchange proposes to adopt by 
incorporation the text of Nasdaq Rule 1011 in its entirety. The 
Exchange believes that incorporating by reference this rule will 
further the Exchange's objective to provide uniformity and clarity to 
its rules by aligning them with the membership rules of the Nasdaq, BX, 
and ISE exchanges.
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    \12\ Exchange General 1, Section 1(a)(1).
    \13\ Exchange Options 1, Section 1(a)(40)
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Rule 1012
    Nasdaq Rule 1012 (``General Application Provisions'') provides a 
detailed outline of the requirements that an Applicant must follow in 
order to file an application for membership with Nasdaq. In contrast, 
the Exchange membership rules contain vague provisions describing the 
manner in which an application shall be submitted or how service shall 
be performed. The Exchange believes that Nasdaq Rule 1012 provides a 
more detailed set of instructions for Applicants, Members, and 
Associated Persons to submit materials and the requirements for service 
of documents. The Exchange believes that incorporating Rule 1012 by 
reference will further the Exchange's objective to provide uniformity 
and clarity to its rules by aligning them with the membership rules of 
the Nasdaq, BX, and ISE exchanges.
    Nasdaq Rule 1012(a) provides that Applicants and Nasdaq Members may 
submit an application or other documents and information to Nasdaq by 
first-class mail, overnight courier, hand delivery, or by electronic 
means; this section also provides that Nasdaq shall serve a notice or 
decision issued under the Nasdaq Membership Rules by first-class mail 
or electronic means on the Applicant or Member or its counsel,

[[Page 23005]]

unless a Nasdaq rule specifies a different method of service; finally, 
this section also details when service by Nasdaq or an Applicant shall 
be deemed complete. The Exchange membership rules contain no such 
provision. The Exchange believes that incorporating Nasdaq 1012(a) by 
reference improves its membership application process by adopting 
specific provisions regarding the manner of submission and service of 
documents.
    Nasdaq Rule 1012(b) provides a definition of the term ``calendar 
days'' and describes the manner in which times under the Nasdaq 
Membership Rule shall be computed. The Exchange membership rules 
contain no such provision. The Exchange believes that adopting this 
rule by incorporation will provide further clarity to the calculation 
of times under its membership rules.
    Nasdaq Rule 1012(c) describes a(n) Applicant's, Member's, and 
Associated Person's duty to ensure that the information they provide to 
Nasdaq at the time of the filing is accurate, complete, and current. 
Moreover, this provision requires that Applicant's, Member's, and 
Associated Person's shall ensure that membership applications and 
supporting materials filed with Nasdaq remain accurate, complete, and 
current at all times by filing supplementary amendments, which must be 
filed within 15 business days of their learning of the facts or 
circumstances giving rise to the need for an amendment. Furthermore, 
this section requires that Applicants, Members, and Associated Persons 
promptly notify Nasdaq, in writing, of any material adverse change in 
their financial condition. The Exchange membership rules contain no 
such provision. The Exchange believes that incorporating Nasdaq 1012(c) 
by reference improves its membership rules by adopting provisions 
concerning a Member's duty to ensure the accuracy, completeness, and 
current nature of membership information.
    Exchange General 3, Section 4(b) states that every Member shall 
report to the Exchange all contact information required by the Exchange 
via the FINRA Contact System. Section 4(b) also requires Exchange 
Members to update their contact information promptly when necessary, 
but in no event later than 30 days following any change, and within 17 
business days after the end of each calendar year; furthermore, it 
requires members to comply with any request for such information by the 
Exchange within 15 days or any longer period agreed upon with Exchange 
staff. The Exchange proposes the relocation of this provision, with 
minor lettering changes, to Exchange General 2 title (``Organization 
and Administration'') under new Section 11, entitled Contact 
Information Requirements. Exchange General 3, Section 4(b) is 
substantially similar to the rule text in both Nasdaq's and BX's 
General 2, Section 11 and identical to the similarly numbered rule in 
the ISE rulebook.
    As previously stated, the Exchange proposes to adopt by 
incorporation the text of Nasdaq Rule 1012 in its entirety, as the 
rule's provisions provide clear instructions concerning the submission 
of membership applications and other materials; the requirements for 
service of documents; and the Applicants', Members', and Associated 
Persons' duty to ensure that the information filed with the Exchange is 
up to date.
Rule 1013
    Nasdaq Rule 1013 sets forth the procedure for filing applications 
for new membership on the Exchange. The Exchange proposes to 
incorporate Nasdaq Rule 1013 by reference under its General 3 title. 
The Exchange is adopting Nasdaq Rule 1013 as it expands upon and 
provides clarity to the procedure in the Exchange's General 3, Section 
5. The Exchange believes that incorporating Rule 1013 by reference will 
further the Exchange's objective to provide uniformity and clarity to 
its rules by aligning them with the membership rules of the Nasdaq, BX, 
and ISE exchanges.
    Nasdaq Rule 1013(a) describes in detail the membership application 
process. Subsection (a)(1) (``Where to File; Contents''), provides that 
an application shall include (A) a copy of the Applicant's current Form 
BD, if not otherwise available to Nasdaq electronically through the 
Central Registration Depository (``CRD''); (B) an original Nasdaq-
approved fingerprint card for each Associated Person who will be 
subject to SEC Rule 17f-2 and for whom a fingerprint card has not been 
filed with another self-regulatory organization (SRO), if such 
fingerprints are not otherwise available electronically to Nasdaq 
through CRD; (C) payment for such fee as may be required under the 
Rules; (D) a description of the Applicant's proposed trading activities 
on Nasdaq, such as the types of securities it will trade, whether it 
will be a market maker, or an order entry firm, and/or engage in block 
trading activities, and the extent to which the Applicant is conducting 
such activities as a member of other SROs; (E) a copy of the 
Applicant's most recent audited financial statements and a description 
of any material changes in the Applicant's financial condition since 
the date of the financial statements; (F) an organizational chart; (G) 
the intended location of the Applicant's principal place of business 
and all other branch offices, if any, and the names of the persons who 
will be in charge of each office; (H) a description of the 
communications and operational systems the Applicant will employ to 
conduct business and the plans and procedures the Applicant will employ 
to ensure business continuity, including: system capacity to handle the 
anticipated level of usage; contingency plans in the event of systems 
or other technological or communications problems or failures; system 
redundancies; disaster recovery plans; and system security; (I) a copy 
of any decision or order by a federal or state authority or SRO taking 
permanent or temporary adverse action with respect to a registration or 
licensing determination regarding the Applicant or an Associated 
Person; (J) a statement indicating whether the Applicant or any person 
listed on Schedule A of the Applicant's Form BD is currently, or has 
been in the last ten years, the subject of any investigation or 
disciplinary proceeding conducted by any SRO, the foreign equivalent of 
a SRO, a foreign or international securities exchange, a contract 
market designated pursuant to the Commodity Exchange Act (``CEA'') or 
any substantially equivalent foreign statute or regulation, a futures 
association registered under the CEA or any substantially similar 
foreign statute or regulation, the Commission or any other 
``appropriate regulatory agency'' (as defined in the Act), the 
Commodity Futures Trading Commission, or any state financial regulatory 
agency regarding the Applicant's activities that has not been reported 
to the CRD, together with all relevant details, including any sanctions 
imposed; (K) a statement indicating whether any person listed on 
Schedule A of the Applicant's Form BD is currently, or has been in the 
last ten years, the subject of any investigation or disciplinary 
proceeding conducted by any SRO, the foreign equivalent of an SRO, a 
foreign or international securities exchange, a contract market 
designated pursuant to the CEA or any substantially equivalent foreign 
statute or regulation, a futures association registered under the CEA 
or any substantially similar foreign statute or regulation, the 
Commission or any other ``appropriate regulatory agency'', the CFTC, or 
any state financial regulatory agency regarding the Applicant's 
activities that has not been reported to the CRD, together with all 
relevant details, including any sanctions

[[Page 23006]]

imposed; (L) a copy of any contract or agreement with another broker-
dealer, a bank, a clearing entity, a service bureau or a similar entity 
to provide the Applicant with services regarding the execution or 
clearance and settlement of transactions effected on Nasdaq; (M) if the 
Applicant proposes to make markets on Nasdaq, a description of the 
source and amount of Applicant's capital to support its market making 
activities on Nasdaq, and the source of any additional capital that may 
become necessary; (N) a description of the financial controls to be 
employed by the Applicant with respect to anti-money laundering 
compliance rules as set forth in General 9, Section 37; (O) a copy of 
the Applicant's written supervisory procedures with respect to the 
activities identified in paragraph (a)(1)(D); (P) a list of the persons 
conducting the Applicant's market making and other trading activities, 
and a list of the persons responsible for such persons' supervision, 
together with the CRD numbers; (R) a copy of the Applicant's most 
recent ``FOCUS Report'' (Form X-17A-5) filed with the SEC pursuant to 
SEC Rule 17a-5; (S) all examination reports and corresponding responses 
regarding the Applicant for the previous two years from the SROs of 
which it is a member; (T) a copy of Nasdaq's Membership Agreement, duly 
executed by the Applicant, which includes, among other things: (1) An 
agreement to comply with the federal securities laws, the rules and 
regulations thereunder, Nasdaq rules, and all rulings, orders, 
directions, and decisions issued and sanctions imposed under Nasdaq 
rules; (2) an agreement to pay such dues, assessments, and other 
charges in the manner and amount as from time to time shall be fixed 
pursuant to Nasdaq rules; and (U) such other reasonable information 
with respect to the Applicant as Nasdaq may require.
    In contrast, current General 3, Section 2(a) states simply that to 
become a Member of the Exchange an Applicant must seek approval in the 
form and manner prescribed by the Exchange. Relatedly, General 3, 
Section 4(a) provides a short list of documents that Applicants and 
Members may submit with their application for membership with the 
Exchange. Section 4(a) states that Members and Applicants shall file 
with (and be subject to review by) the Exchange, at a minimum, their 
partnership agreements and any subsequent amendments, in the case of 
partnerships; articles of incorporation, by-laws and their amendments, 
in the case of corporations; the articles of organization and operating 
agreements and their respective amendments, in the case of limited 
liability companies. The paragraph further provides that no action or 
failure by the Exchange to act shall be construed to mean that the 
Exchange has in any way passed on the investment merits of or approved 
the submitted document. The Exchange believes that deleting General 3, 
Section 4(a) is appropriate because the Exchange's current rule is 
ambiguous while Nasdaq Rule 1013(a)(1), which will be incorporated by 
reference, lists in detail all of the supplementary application 
materials required for submission by an Applicant . Incorporating this 
provision by reference will further standardize the Exchange's 
membership application process.
    The Exchange's General 3, Section 5(a) provides that ISE members in 
good standing are eligible for Exchange membership in the same category 
of membership previously approved for on ISE. General 3, Section 5(b) 
states that applicants for Exchange membership who are not already ISE 
approved members must submit an application to the Exchange in 
accordance with Exchange procedures. The Exchange is proposing to 
delete General 3, Section 5(a) and (b) and to incorporate by reference 
Nasdaq Rule 1013(b)(1) and (2), Special Application Procedures, which 
outlines the criteria for a waive-in application when seeking 
membership with the Exchange, as further discussed below.
    The Exchange proposes to delete the language in General 3, Section 
5(b) which provides non-ISE members with at least sixty (60) days 
advance written notice of the date upon which the Exchange shall 
allocate options classes and appoint market makers pursuant to Exchange 
Options 2, Section 3 in order to ensure non-ISE Members have a 
reasonable opportunity to participate in those processes. The 
allocation process currently governed by Exchange Options 2, Section 3 
requires a member to be an approved market maker in order to be 
appointed as such in options classes. The Exchange has aligned its 
options allocations process with those of its Affiliated Exchanges and, 
therefore, proposes to delete the aforementioned text as it no longer 
applies to applicants for Membership.
    Exchange General 3, Section 5(b)(i) provides that to become a 
Member of the Exchange an Applicant shall file an application, which 
must be accompanied by a nonrefundable application fee. The Exchange 
proposes to delete Section 5(b)(i) because the provisions in this 
section are already included in Nasdaq Rule 1013, New Member 
Application which is being incorporated by reference.
    The Exchange also believes that the provision under General 3, 
Section 5(b)(iii) that indicates that an applicant must be approved by 
the Exchange to perform in at least one of the recognized capacities of 
a Member as stated in General 3, Section 1(c) (discussed above when 
describing the incorporation by reference of Nasdaq Rule 1002) is 
substantially similar to the language contained in Nasdaq Rule 
1013(a)(1)(D).
    Nasdaq Rule 1013(a)(2) provides that the Membership Department will 
deem an application to be filed on the date when it is substantially 
complete, meaning the date on which the Membership Department receives 
from the Applicant all material documentation and information required 
under Rule 1013. This rule also provides that Nasdaq will notify the 
Applicant in writing when it deems the Applicant's application to be 
substantially complete. The Exchange's General 3, Section 5(b)(iv) 
contains a parallel, although brief, provision when describing the 
completion of the application process (``Upon completion of the 
application process, the Exchange shall consider whether to approve the 
application, unless there is just cause for delay'').
    Nasdaq Rule 1013(a)(3) provides the procedure concerning incomplete 
applications (including the conditions necessary for the refund of 
application fees); and the request for additional documents or 
supporting information. Specifically, Nasdaq Rule 1013(a)(3)(A) 
(``Lapse of Applications that are not Substantially Complete'') 
provides that if an application that was initiated under 1013 is not 
deemed to be substantially complete by the Membership Department within 
90 calendar days after an Applicant initiates it, then absent a showing 
of good cause by the Applicant, the Membership Department may, at its 
discretion, deem the application to have lapsed without filing, and the 
Membership Department will take no action in furtherance of the 
application. If the Membership Department deems an application to have 
lapsed, then the Membership Department shall serve a written notice of 
that determination on the Applicant. If an Applicant still wishes to 
apply for membership on Nasdaq after receiving notice of a lapse in its 
application, then the Applicant will be required to submit a new 
application pursuant to Nasdaq Membership Rules and pay a new 
application fee for doing so, if applicable. The Membership Department 
will refund fees that an

[[Page 23007]]

Applicant has paid to the Nasdaq in connection with a lapsed 
application, in accordance with Nasdaq rules regarding fees, provided 
that the Nasdaq has not proceeded to process the application at the 
time it lapses. The rule also provides that, for purposes of Rule 
1013(a)(3)(A), the Membership Department will deem an application to be 
not ``substantially complete'' if the Applicant fails to submit to the 
Membership Department materially important information or documentation 
that is required or requested under these Rules.
    Nasdaq Rule 1013(a)(3)(B) (``Rejection of Filed Applications that 
Remain or Become Incomplete After Filing'') provides that if an 
application that was initiated under Rule 1013 is substantially 
complete and thus is deemed to be filed with Nasdaq under Rule 
1013(a)(2), but the application nevertheless remains or becomes 
incomplete with respect to any required or requested information or 
documentation, then the Membership Department shall serve written 
notice to the Applicant of such incompleteness and describe the missing 
information or documentation. If the Applicant fails to submit to 
Nasdaq the missing information or documentation within a reasonable 
period after it receives a notice of incompleteness, then absent a 
showing of good cause by the Applicant, the Membership Department may, 
at its discretion, reject the application. If the Membership Department 
rejects an application on the basis of incompleteness, then the 
Membership Department shall serve a written notice on the Applicant of 
the Membership Department's determination and the reasons therefor. 
Nasdaq shall not refund the application fees that an Applicant has paid 
to Nasdaq in connection with an application that Nasdaq rejects. If the 
Applicant determines to continue to seek membership on Nasdaq, then the 
Applicant shall submit a new application and pay a new application fee 
in accordance with Nasdaq rules.
    The Exchange currently contains a provision related to the lapsing 
of membership applications. Pursuant to General 3, Section 5(b)(vi), if 
the membership application process is not completed within six (6) 
months of the filing of the application form and payment of the 
appropriate fee, the application shall be deemed to be automatically 
withdrawn. The Exchange plans to replace General 3, Section 5(b)(vi) by 
incorporating by reference Rule 1013(a)(3) which provides well-defined 
processes for the treatment of applications that become stale or result 
in the Applicant's failure to pursue membership by not responding to 
requests for additional information.
    Nasdaq Rule 1013(a)(4) (``Requests by the Department for Additional 
Documents or Information from the Applicant or from Third Parties'') 
establishes that (A) at any time before the Membership Department 
serves its decision as to an application for new membership in Nasdaq, 
the Membership Department may serve a written request for additional 
information or documentation, from the Applicant or from a third party, 
if the Membership Department deems such information or documentation to 
be necessary to clarify, verify, or supplement the application 
materials. The Membership Department may, at its discretion, request 
that the Applicant or the third party provide the requested information 
or documentation in writing or through an in-person or telephonic 
interview. In the written request, the Membership Department shall 
afford the Applicant or the third party a reasonable period of time 
within which to respond to the request; moreover, (B) in the event that 
the Membership Department obtains information or documentation about an 
Applicant from a third party that the Membership Department reasonably 
believes could adversely impact its decision on an application, then 
the Membership Department shall promptly inform the Applicant in 
writing and provide the Applicant with a description of the information 
or a copy of the documentation that the Membership Department obtained, 
where appropriate under the circumstances. Prior to rendering an 
application decision on the basis of information or documentation 
obtained from a third party source, the Membership Department shall 
afford the Applicant with a reasonable opportunity to discuss or to 
otherwise address the information or documentation that the Membership 
Department obtained from the third party.
    The provisions under the Nasdaq Rule 1013(a)(4) are similar to the 
Exchange's General 3, Section 4(a), to the extent that they describe 
the Exchange's authority to request additional documents or information 
from the Applicant or Member. Relatedly, General 3, Section (d) also 
provides the Exchange with authority to request Associated Persons to 
provide additional information or testimony. The Exchange believes that 
incorporating by reference Nasdaq Rule 1013(a)(4) into its membership 
rules will provide a greater degree of detail concerning the Exchange's 
discretion and authority to request additional information.
    Nasdaq Rule 1013(b)(1) sets forth the procedure that allows an 
Applicant who is a FINRA member to ``waive-in'' to become an Exchange 
Member and to register with the Exchange all persons associated with it 
whose registrations FINRA has approved (in categories recognized by the 
Exchange's rules). This section defines the term ``waive-in'' to mean 
that the Membership Department will rely substantially upon FINRA's 
prior determination to approve the Applicant for FINRA membership when 
the Membership Department evaluates the Applicant for Exchange 
membership. That is, the Membership Department will normally permit a 
FINRA member to waive-into Exchange membership without conducting an 
independent examination of the Applicant's qualifications for 
membership on the Exchange, provided that the Membership Department is 
not otherwise aware of any basis set forth in Nasdaq Rule 1014 to deny 
or condition approval of the application.
    The second special application process, which is set forth in 
Nasdaq 1013(b)(2), permits Applicants for Nasdaq membership that are 
already approved members of one or more of the affiliated exchanges to 
waive-into Nasdaq. In this context, ``waive-in'' means that the 
Membership Department will rely substantially upon an affiliated 
exchange's prior determination to approve the Applicant for Nasdaq 
membership. The procedures in Nasdaq Rule 1013(b)(2) for an Applicant 
to submit a waive-in application under this provision and for the 
Membership Department to issue a decision based upon such an 
application are identical to the procedures described above for FINRA 
members that seek to waive-into Nasdaq membership. Applicants who meet 
the criteria for this waive-in review process have already demonstrated 
their ability to meet membership standards on one or more of the 
affiliated exchanges which eliminates the need for a full review.
    Nasdaq Rule 1013(b) (``Special Application Procedures'') was 
adopted by Nasdaq to expedite the membership application process of 
Applicants who were already members of FINRA or members of one of the 
affiliated exchanges. The Special Application Procedures also include 
updated provisions requiring compliance with Nasdaq's anti-money 
laundering rules.\14\

[[Page 23008]]

The Exchange proposes to adopt by incorporation these same provisions 
to facilitate Applicants who meet the rule requirements. The adoption 
of this rule will offer members of FINRA, Nasdaq, BX, and ISE the 
option to apply for membership on the Exchange through an expedited 
membership application process.
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    \14\ See Securities Exchange Act Release No. 34-85513 (April 4, 
2019), 84 FR 14429 (April 10, 2019) (SR-NASDAQ-2019-022).
---------------------------------------------------------------------------

    Current Exchange rules do not allow this expedited process. 
However, today, this concept does exist in both the Exchange's and MRX 
General 3, Section 5. Both the Exchange and MRX rules afford an ISE 
Exchange member in good standing the ability to become an Exchange or 
MRX member of the same category without application. The Exchange 
believes that incorporating by reference Nasdaq's waive-in provisions 
will further the Exchange's objective to provide uniformity and clarity 
to its rules by aligning its membership application process with the 
Nasdaq, BX, and ISE exchanges. The current Exchange rule limits waive-
in treatment to ISE members in good standing. Incorporating the 
substantially similar Nasdaq rule extends this same treatment equally 
across the Affiliated Exchanges by allowing waive-in treatment on the 
Exchange for not only ISE members but also for members of FINRA, 
Nasdaq, BX, and Phlx.\15\
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    \15\ Currently Exchange members cannot waive-in to Phlx. Phlx 
will submit a separate proposal to amend its membership application 
rules to extend reciprocal waive-in treatment for Exchange members.
---------------------------------------------------------------------------

    The Exchange also proposes to delete current General 3, Section 
5(d), as its placement under the membership rules is unnecessary. 
Exchange General 3, Section 5(d) contains declarative statements 
concerning the payments of fees and charges that Members are currently 
required to pay pursuant to the Exchange's General 2, Section 2 rule 
(``Fees, Dues and Other Charges'') and the Options 7 title (``Pricing 
Schedule'').
    Similarly, the Exchange proposes to delete current General 3, 
Section 5(e). This rule provides that Exchange Members shall be subject 
to the regulatory jurisdiction of the Exchange under the Exchange Act 
and the Exchange rules, including without limitation the Exchange's 
disciplinary jurisdiction under General 5, Section 1. This provision is 
duplicative as it is substantially similar to existing Exchange General 
5, Section 1 (``Disciplinary Jurisdiction'').
Rule 1014
    Nasdaq Rule 1014 (``Department Decision'') describes the Membership 
Department's process for the issuance of a decision. The Exchange 
proposes to incorporate by reference Nasdaq Rule 1014 in its entirety 
as it provides a more organized, detailed, and logical description of 
the procedure currently described in General 3, Section 2 (in addition 
to the grounds for approval or disapproval referenced in General 3, 
Section 5(b)(iv) and (b)(v)). Incorporating Nasdaq Rule 1014 by 
reference in the Exchange's rules will improve the membership 
application and decision making process by better defining the 
Membership Department's authority and obligations, describing the basis 
for approval, conditional approval or denial of an application. 
Further, the Exchange believes that this proposed change provides 
consistency in the treatment of Exchange Applicants. Nasdaq Rule 
1014(a) describes the Membership Department's authority to act on an 
application by approving it, denying it, or approving it subject to 
restrictions: (1) That are reasonably designed to address a specific 
(financial, operational, supervisory, disciplinary, investor 
protection, or other regulatory) concern; or (2) that mirror a 
restriction placed upon the Applicant by FINRA or an affiliated 
exchange.
    Nasdaq Rule 1014(b), entitled ``Bases for Approval, Conditional 
Approval, or Denial,'' provides that the Membership Department will 
approve, grant conditional approval, or deny a membership application 
filed under Nasdaq Rules 1013 and 1017 by an Applicant that is not, and 
is not required to become, a FINRA member. Nasdaq Rule 1014(b)(1) 
indicates that the Membership Department may deny or condition 
membership approval for the same reasons that the Commission may deny 
or revoke a broker or dealer's registration; this Nasdaq Rule parallels 
existing General 3, Section 2(b), which describes the Exchange's 
authority to deny an application for the same reasons that the SEC may 
deny or revoke a broker-dealer registration and for those reasons 
required or allowed under the Act.
    Nasdaq Rule 1014(b)(2) enumerates the reasons for denial or 
conditional approval of a membership application in the cases when the 
Applicant (A) is unable to satisfactorily demonstrate its capacity to 
adhere to the Exchange and Commission rules; (B) has previously 
violated, and there is a reasonable likelihood that such Applicant will 
again engage in violative acts or practices, of any Exchange or 
Commission policies, rules, and regulations; (C) has engaged in acts or 
practices inconsistent with just and equitable principles of trade, and 
there is a reasonable likelihood that such Applicant will again engage 
in violative acts or practices, of any Exchange or Commission policies, 
rules, and regulations; (D) is not in compliance with the Commission's 
net capital rule or has financial difficulties greater than 5% of their 
net worth; (E) has been itself, or is the successor to an entity 
subject to a bankruptcy, proceeding, receivership, or arrangement for 
the benefit of creditors within the past 3 years; (F) has engaged in an 
established pattern of failure to pay just debts; (G) does not hold 
required licenses or registrations; or (H) is unable to satisfactorily 
demonstrate reasonably adequate systems capacity and capability.
    The Exchange notes that the basis for denial listed under its 
General 3, Section 2(c)(1), regarding an Applicant who has a negative 
net worth, has financial difficulties involving an amount that is more 
than five percent (5%) of the applicant's net worth, or has a pattern 
of failure to pay just debts (whether or not such debts have been the 
subject of a bankruptcy action), is parallel to Nasdaq Rule 
1014(b)(2)(D). Similarly, the Exchange's basis for denial under General 
3, Section 2(c)(2), regarding an Applicant unable satisfactorily to 
demonstrate a capacity to adhere to all applicable Exchange, SEC, the 
Clearing Corporation and Federal Reserve Board policies, rules and 
regulations, including those concerning record-keeping, reporting, 
finance and trading procedures, is parallel to Nasdaq Rule 
1014(b)(2)(A). Finally, the provision under General 3, Section 2(c)(3), 
regarding an Applicant unable satisfactorily to demonstrate reasonably 
adequate systems capability and capacity, is parallel to Nasdaq Rule 
1014(b)(2)(H).
    Furthermore, the Exchange believes that the provisions under Nasdaq 
Rule 1014(b)(2)(A), (B), and (C), which describe the basis for a 
decision regarding the Applicant's inability to satisfy the Exchange 
and securities rules, previous violative conduct, and past or potential 
conduct inconsistent with just and equitable principles of trade, 
provide the Exchange with greater authority than the one described 
under General 3, Section 2(d), which provides that when an Applicant is 
a subject of an investigation conducted by any SRO or government agency 
involving its fitness for becoming a Member, the Exchange need not act 
on the application until the matter has been resolved.
    The Exchange notes that current General 3, Section 2(e) and (f), 
which refer to the basis for membership denial as it relates to 
statutory disqualification, are substantially similar to Nasdaq Rule

[[Page 23009]]

1002(b)(1) and (2), which describe an Applicant's ineligibility of 
certain persons for membership or association due to statutory 
disqualification. As stated above, the Exchange proposes to incorporate 
Nasdaq Rule 1002 in its entirety.
    Nasdaq Rule 1014(b)(3) provides that the Membership Department will 
not approve an Applicant unless the Applicant is a member of another 
registered securities exchange or association that is not registered 
solely under Section 6(g) or Section 15A(k) of the Act. This rule also 
provides that an Applicant that will transact business with the public 
must be a member of FINRA. This requirement exists in the Exchange's 
rulebook in Options 10, Section 1 (``Exchange Approval''); however, to 
maintain harmonization of the rules, the Exchange proposes to 
incorporate by reference this same parallel rule. There are no proposed 
changes to rule text found in Exchange Options 10, Section 1 at this 
time.
    The Exchange proposes to incorporate by reference Nasdaq Rule 
1014(c) to establish the time and content of a decision and the 
recourse available to an Applicant if the Membership Department fails 
to timely issue a decision on a membership application. Current 
Exchange General 3, Section 5(b)(iv)), broadly prescribes that the 
Exchange will consider approval of the membership application, ``unless 
there is just cause for delay.'' Nasdaq Rule 1014(c) outlines this 
process in greater detail. The Nasdaq rule requires the Membership 
Department to serve a decision on the membership application within a 
reasonable time period, not to exceed 45 (calendar) days after the 
Applicant files and provides to the Exchange all required and requested 
information or documents in connection with the application. 
Additionally, the rule allows the Membership Department and the 
Applicant the ability to agree to further extensions of the decision 
deadlines. Nasdaq Rule 1014(c) also provides that the decision will 
detail the reason(s) for the denial of membership or the approval of 
the application subject to restrictions. This provision is similar to 
General 3, Section 5(b)(v), which currently establishes that the 
Exchange will inform the Applicant of the grounds for disapproval of a 
membership application. Moreover, if the Membership Department fails to 
timely issue a decision, the rule prescribes that the Applicant may 
request the Exchange Board to direct the Membership Department to issue 
a decision. The rule further provides that the Exchange Board, within 
seven days, will direct the Membership Department to serve its decision 
or to show good cause for a time extension. If the Membership 
Department shows good cause, the Exchange Board may grant the 
Membership Department up to 45 days to issue the decision.
    Nasdaq Rule 1014(e) prescribes that service of the Membership 
Department's decision shall be made pursuant to Nasdaq Rule 1012. 
Further, the rule provides that the decision shall become effective 
upon service and shall remain in effect during the pendency of any 
review until a decision constituting final action of the Exchange is 
issued under Rule 1015 or 1016, unless otherwise directed by the 
Exchange Review Council, the Exchange Board, or the Commission. Current 
Exchange General 3, Section 5(b)(v) prescribes that a notice of the 
Exchange's decision shall be provided to the Applicant but does not 
specify the manner of such notification. In addition, Exchange General 
3, Section 5(b)(vii) indicates that once an Applicant's membership 
becomes effective, the Exchange will promptly notify the Applicant of 
such decision. The Exchange believes that incorporating this rule by 
reference clarifies the process for serving the Membership Department's 
decision on applications.
    Nasdaq Rules 1014(f) and (g), respectively, provide for the 
effectiveness of restrictions on an approved application and what 
constitutes final action in the Membership Department's decision. Rule 
1014(f) establishes that a restriction imposed under Rule 1014 shall 
remain in effect and bind the Applicant and all successors to the 
ownership or control of the Applicant unless (1) it is removed or 
modified by a decision constituting final action of the Exchange issued 
under Nasdaq Rules 1015, 1016, or 1017; or (2) stayed by the Exchange 
Review Council, the Exchange Board, or the Commission. Rule 1014(g) 
provides that unless the Applicant files a written request for a review 
under Rule 1015, the Membership Department's decision shall constitute 
final action by Nasdaq.
Rule 1015
    The Exchange proposes to incorporate by reference Nasdaq Rule 1015 
in its entirety under its General 3 title. Nasdaq Rule 1015, 
subsections (a) through (j) are substantially similar to the current 
provisions concerning a review by the Exchange Review Council detailed 
in Exchange General 3, Section 2(g).\16\
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    \16\ The Exchange notes that, recently, Nasdaq adopted Rule 
1015(f)(5) which provides for the Exchange Review Council to conduct 
its hearings via video conferencing. See Securities Exchange Act 
Release No. 34-90390 (November 10, 2020), 85 FR 73302 (November 17, 
2020) (SR-NASDAQ-2020-076). The Exchange has adopted an identical 
provision under General 3, Section 2(g)(6)(E). See Securities 
Exchange Act Release No. 34-90755 (December 21, 2020), 85 FR 85819 
(December 29, 2020) (SR-GEMX-2020-21).
---------------------------------------------------------------------------

    Current Exchange General 3, Section 2(g) (formerly Exchange Rule 
302(g)) was amended in 2019 \17\ to base the Exchange's procedures on 
those set forth in Nasdaq and BX Rules 1015 and 1016 (which were 
identical to Nasdaq's and now incorporate by reference the Nasdaq 
Membership rules \18\). The Exchange believes that incorporating by 
reference Nasdaq Rule 1015 it will further the Exchange's objective to 
provide uniformity and clarity to its rules by aligning them with the 
membership rules of the Nasdaq, BX, and ISE exchanges.
---------------------------------------------------------------------------

    \17\ See Securities Exchange Act Release No. 34-86346 (July 10, 
2019), 84 FR 33999 (July 16, 2019) (SR-GEMX-2019-08).
    \18\ See supra note 4.
---------------------------------------------------------------------------

    The Exchange proposes also to incorporate by reference Nasdaq Rule 
1015(k) and (l) (respectively, ``Ex Parte Communications'' and 
``Recusal or Disqualification''). Both paragraphs (k) and (l) were, 
respectively, previously located under Nasdaq Rule 1012(c) and (d) but 
were moved to their current location in the Nasdaq rulebook as the two 
provisions logically fit within the section of the membership rules 
that govern appeals of membership decisions.\19\ Nasdaq Rule 1015(k) 
prohibits ex parte communications involving membership decisions 
subject to review among certain Exchange staff, members of the Exchange 
Review Council, members of a Subcommittee of the Council, and the Board 
of Directors. Nasdaq Rule 1015(l) governs the recusal and 
disqualification of a member of the Exchange Review Council, a 
Subcommittee thereof, or the Board of Directors from participating in a 
review of a membership decision. The Exchange has no parallel 
provisions in its rulebook to Nasdaq Rule 1015(k) and (l). The Exchange 
believes that incorporating Rule 1015(k) and (l) by reference enhances 
the Exchange Review Council's procedures and is in line with the 
Exchange's goal of harmonizing its rules with those of the Nasdaq, BX, 
and ISE exchanges.
---------------------------------------------------------------------------

    \19\ See supra note 14.
---------------------------------------------------------------------------

Rule 1016
    Aside from their respective internal cross-references, the text in 
Nasdaq Rule 1016 and Exchange General 3, Section 2(h) (both entitled 
``Discretionary Review by the Exchange Board'') are identical. The 
Exchange proposes to

[[Page 23010]]

incorporate by reference Nasdaq Rule 1016 under its General 3 title. 
The Exchange believes that incorporating by reference this rule will 
further the Exchange's objective to provide uniformity and clarity to 
its rules by aligning them with the membership rules of the Nasdaq, BX, 
and ISE exchanges.
Rule 1017
    Nasdaq Rule 1017, ``Application for Approval of Change in 
Ownership, Control, or Material Business Operations,'' has no analogue 
rule in the Exchange's current General 3 title. Incorporating Nasdaq 
Rule 1017 by reference in its entirety in the Exchange's rules will 
enhance the Exchange's ongoing regulatory oversight capabilities by 
clearly identifying events that would trigger the requirement for an 
approved Member to file an application with the Exchange. As stated 
below, Nasdaq Rule 1017 outlines in detail the circumstances that 
trigger the filing of an application pursuant to this rule. While the 
Exchange has no corresponding rule, it does have a similar process in 
place that it administers procedurally. For example, if an existing 
Electronic Access Member of the Exchange is seeking market maker status 
for the first time, the current Exchange process is to require that the 
Member submit an amended Exchange application along with relevant 
supplementary material. The Exchange believes that incorporating Nasdaq 
Rule 1017 by reference and harmonizing its process with that of Nasdaq, 
BX, and ISE will improve its current practice by further streamlining 
its current practices. As stated previously, the objective is to 
eventually harmonize membership rules across all Affiliated Exchanges 
in order to advance uniformity within the membership rules and 
procedures.
    Nasdaq Rule 1017(a) prescribes the events that require Members to 
file applications with the Exchange. Paragraph (a) provides that a 
Member shall file an application for approval prior to effecting the 
following changes: (1) A merger of the Member with another Member; (2) 
a direct or indirect acquisition by the Member of another Member; (3) 
direct or indirect acquisitions or transfers of 25% or more in the 
aggregate of the Member's assets or any asset, business line or line of 
operations that generates revenues comprising 25% or more in the 
aggregate of the Member's earnings measured on a rolling 36 month 
basis; (4) a change in the equity ownership or partnership capital of 
the Member that results in one person or entity directly or indirectly 
owning or controlling 25% or more of the equity or partnership capital; 
or (5) a material change in business operations, which consist of (A) 
removing or modifying a membership restriction; (B) acting as a dealer 
or a market maker for the first time; (C) adding business activities 
that require a higher minimum net capital under SEC Rule 15c3-1; or (D) 
adding business activities that would cause a proprietary trading firm 
no longer to meet the definition of that term contained in the Rule 
1000 Series.
    Nasdaq Rule 1017(b), governs the filing and content of applications 
filed under Nasdaq Rule 1017. This Rule provides that the application 
should be filed with the Membership Department; if the Applicant seeks 
approval of change of ownership or control or a material change in the 
Member's business operations, the application should (A) provide a 
detailed description of the proposed change, (B) provide a business 
plan, pro forma financials, an organizational chart, and written 
supervisory procedures reflecting the proposed change; and (C) if the 
application requests approval of a change in ownership or control, the 
application also shall include the names of the new owners, their 
percentage of ownership, and the sources of their funding for the 
purchase and recapitalization of the member.
    Furthermore, Nasdaq Rule 1017(b) provides that if the application 
requests the removal or modification of a membership restriction, the 
application also shall, (A) present facts showing that the 
circumstances that gave rise to the restriction have changed; and (B) 
state with specificity why the restriction should be modified or 
removed in light of the applicable bases for denial or standards for 
approval set forth in Nasdaq Rules 1014 or 1017 and the articulated 
rationale for the imposition of the restriction. Moreover, the Rule 
indicates that if the application requests approval of an increase in 
Associated Persons involved in sales, offices, or markets made, the 
application shall set forth the increases in such areas during the 
preceding 12 months.
    Nasdaq Rule 1017(c) indicates when an application shall or may be 
filed. Specifically, the Rule provides that (1) an application for 
approval of a change in ownership or control shall be filed at least 30 
days prior to such change; (2) that an application to remove or modify 
a membership restriction may be filed at any time (clarifying that an 
existing restriction shall remain in effect during the pendency of the 
proceeding); and that (3) an application for approval of a material 
change in business operations, other than the modification or removal 
of a restriction, may be filed at any time, but the Member may not 
effect such change until the conclusion of the proceeding, unless the 
Membership Department and the Member otherwise agree.
    Nasdaq Rule 1017(d) prescribes that an application will be deemed 
to be filed on the date when it is substantially complete, meaning the 
date on which the Membership Department receives from the Applicant all 
material documentation and information required under this Rule, and 
that the Membership Department will notify the Applicant in writing 
when the Membership Department deems the Applicant's application to be 
substantially complete.
    Nasdaq Rule 1017(e) indicates that, pursuant to Nasdaq Rule 
1013(a)(3), the Membership Department may treat an application filed 
under this Rule as having lapsed or it may reject such an application, 
except that the Membership Department may treat an application as 
having lapsed if it is not substantially complete for 30 days or more 
after the Applicant initiates it.
    Nasdaq Rule 1017(f) provides that the Membership Department, at any 
time before it serves its decision, may request additional information 
or documentation from the Applicant or from a third party in accordance 
with Nasdaq Rule 1013(a)(4).
    Nasdaq Rule 1017(g) establishes that a Membership Department's 
decision shall be issued in accordance with Nasdaq Rule 1014, except 
that (1) In rendering a decision on an application submitted under the 
Rule that requests the modification or removal of a membership 
restriction, the Membership Department shall consider whether 
maintenance of the restriction is appropriate in light of: (A) The 
applicable bases for denial or standards for approval set forth in 
Nasdaq Rule 1014; (B) the circumstances that gave rise to the 
imposition of the restriction; (C) the Applicant's operations since the 
restriction was imposed; (D) any change in ownership or control or 
supervisors and principals; and (E) any new evidence submitted in 
connection with the application. Furthermore, this Rule provides that 
the Membership Department shall serve a written decision on an 
application filed under this Rule in accordance with Nasdaq Rule 
1013(c). Moreover, the Rule provides that in the event that a proposed 
change in ownership, control, or business operations by a Member 
requires such Member to become a member of FINRA, the Membership 
Department shall not be required to

[[Page 23011]]

serve a written decision under this Rule until 10 business days after 
the Member becomes a FINRA member.
    Nasdaq Rule 1017(h) provides that service of the decision on the 
Applicant in accordance with Nasdaq Rule 1012. Moreover, the Rule 
indicates that the decision shall become effective upon service and 
shall remain in effect during the pendency of any review until a 
decision constituting final action of the Exchange is issued under 
Rules 1015 or 1016, unless otherwise directed by the Exchange Review 
Council, the Exchange Board, or the Commission.
    Nasdaq Rule 1017(i) indicates that an Applicant may file a written 
request for review of the Membership Department's decision with the 
Exchange Review Council pursuant to Nasdaq Rule 1015, the rule further 
clarifies that the procedures set forth in Nasdaq Rule 1015 shall apply 
to such review, and the Exchange Review Council's decision shall be 
subject to discretionary review by the Exchange Board pursuant to 
Nasdaq Rule 1016. If the Applicant does not file a request for a 
review, the Membership Department's decision shall constitute final 
action by Nasdaq.
    Nasdaq Rule 1017(j) prescribes that the Membership Department shall 
modify or remove a restriction on its own initiative if the Membership 
Department determines such action is appropriate in light of the 
considerations set forth in paragraph (g)(1) of the Rule. The 
Membership Department shall notify the member in writing of the 
Membership Department's determination and inform the member that it may 
apply for further modification or removal of a restriction by filing an 
application under paragraph Rule 1017(a).
Rule 1018
    Nasdaq Rule 1018, ``Resignation, Reinstatement, Termination, and 
Transfer of Membership,'' has no analogue rule in the Exchange's 
current General 3 title, with the exception of Exchange General 3, 
Section 5(c). The Exchange proposes to incorporate the rule by 
reference under its General 3 title. Nasdaq Rule 1018 outlines the 
process for resignation, reinstatement, termination, and transfers of 
memberships. Incorporating Nasdaq Rule 1018 by reference will 
eventually allow the Exchange to standardize the processing of these 
requests across all the Affiliated Exchanges.
    Nasdaq Rule 1018(a) provides that membership in Nasdaq may be 
voluntarily terminated only by formal resignation. Resignations of 
Members must be filed via electronic process or such other process as 
the Exchange may prescribe. Any Member may resign from Nasdaq at any 
time. Such resignation shall not take effect until all indebtedness due 
to Nasdaq from such Member shall have been paid in full and so long as 
any complaint or action is pending against the Member under the Rules. 
Nasdaq, however, may in its discretion declare a resignation effective 
at any time.
    Nasdaq Rule 1018(b) indicates that no Member may transfer its 
membership or any right arising therefrom; the membership of a 
corporation, partnership, or any other business organization that is a 
Member shall terminate upon its liquidation, dissolution, or winding 
up; and the membership of a sole proprietorship that is a Member shall 
terminate at death, provided that all obligations of membership under 
the Rules have been fulfilled. The Exchange proposes to incorporate 
Nasdaq Rule 1018(b) by reference and to delete Exchange General 3, 
Section 5(c), which is substantially similar to this provision. 
Moreover, the Rule provides that the consolidation, reorganization, 
merger, change of name, or similar change in any corporate Member shall 
not terminate the membership of such corporate Member, provided that 
the Exchange Member or surviving corporation, if any, shall be deemed a 
successor to the business of the corporate Member, and the Member or 
the surviving organization shall continue in the securities business, 
and shall possess the qualifications for membership in the Exchange. 
Furthermore, the death, change of name, withdrawal of any partner, the 
addition of any new partner, reorganization, consolidation, or any 
change in the legal structure of a partnership Member shall not 
terminate the membership of such partnership Member, provided that the 
Member or surviving organization, if any, shall be deemed a successor 
to the business of the partnership Member, and the Member or surviving 
organization shall possess the qualifications for membership in the 
Exchange. If the business of any predecessor Member is to be carried on 
by an organization deemed to be a successor organization by the 
Exchange, the membership of such predecessor Member shall be extended 
to the successor organization subject to the notice and application 
requirements of the Rules and the right of the Exchange to place 
restrictions on the successor organization pursuant to the Rules; 
otherwise, any surviving organization shall be required to satisfy all 
of the membership application requirements of the Exchange's Rules.
    Nasdaq Rule 1018(c) establishes that any membership or registration 
suspended or canceled under the Rules may be reinstated by the Exchange 
upon such terms and conditions as are permitted under the Act and the 
Exchange rules; provided, however, that any applicant for reinstatement 
of membership or registration shall possess the qualifications required 
for membership or registration in the Exchange.
Rule 1019
    Nasdaq Rule 1019 (``Application to Commission for Review'') has no 
analogue rule in the Exchange's current General 3 title. Nasdaq Rule 
1019 allows Applicants to request the Commission to review an Exchange 
final action, as provided under the Nasdaq Rule 1010 Series. 
Incorporating Nasdaq Rule 1019 by reference standardizes the process by 
which an Applicant may dispute any final action of the Exchange.
    Nasdaq Rule 1019 provides that a person aggrieved by a Nasdaq's 
final action under Nasdaq Membership Rules may apply for review by the 
Commission pursuant to Section 19(d)(2) of the Act. The filing of an 
application for review shall not stay the effectiveness of a decision 
constituting final action of the Exchange, unless the Commission 
otherwise orders.
Revised Membership Application
    As part of the harmonization of its membership rules and procedures 
with those of Nasdaq, BX, and ISE, the Exchange is adopting a 
standardized Broker-Dealer Membership Application (``Membership 
Application''). The Membership Application is submitted as Exhibit 3A 
of this proposed rule change with underlined changes concerning the 
GEMX market. Each Exchange Membership Application will be accompanied 
by a ``Membership Agreement'' (submitted as Exhibit 3B of the 
attached), which should be signed by all applicants to membership with 
the Exchange.
Conclusion
    The changes proposed herein will allow the Exchange to harmonize 
its membership rules and processes with those of Nasdaq, BX, and ISE, 
and ultimately, with the other Affiliated Exchanges, which will 
eventually provide a uniform criteria across the Affiliated Exchanges 
for membership qualifications and a consistent process across the 
Affiliated Exchanges for processing membership applications. The 
proposal will also provide for full

[[Page 23012]]

membership reciprocity between Nasdaq, BX, ISE, and the Exchange--and 
hopefully, in time, across all of the Affiliated Exchanges--so that a 
member of one Affiliated Exchange would receive expedited treatment in 
applying for membership on any other Affiliated Exchange. Similarly, 
harmonized membership rules and processes will benefit Exchange 
Applicants and Members by establishing consistent membership 
requirements and processes that must be followed to apply for 
membership on the Exchange.
    Moreover, as to the Exchange itself, the proposed changes described 
herein will render the Exchange's membership rules and processes 
clearer, better organized, simpler, and easier to comply with. Again, 
such changes will provide benefits both to the Exchange's Membership 
Department and to Exchange Applicants.
    The proposed membership rules and processes are substantially 
similar to the existing rules and process, and where there are 
differences between the new and old processes, the Exchange believes 
that the new process does not disadvantage its Members or Associated 
Persons. To the contrary, the Exchange believes that the new rules and 
processes will benefit all parties as it again provides greater 
clarity, simplicity, and efficiency than the retired rules and 
processes.
Implementation
    To facilitate an orderly transition from the existing rules under 
the General 3 title and the Nasdaq Membership Rules to be incorporated 
by reference, the Exchange is proposing to apply the existing Rules to 
all applications which have been submitted to the Exchange (including 
applications that are not yet complete) and are pending approval prior 
to the operative date. The Exchange also will apply the existing Rules 
to any appeal of an Exchange membership decision or any request for the 
Board to direct action on an application pending before the Exchange 
Review Council, the Board, or the Commission, as applicable. As a 
consequence of this transition process, the Exchange will retain the 
existing processes during the transition period until such time that 
there are no longer any applications or matters proceeding under the 
existing rules. To facilitate this transition process, the Exchange 
will retain a transitional rulebook that will contain the Exchange's 
membership rules as they are at the time that this proposal is filed 
with the Commission. This transitional rulebook will apply only to 
matters initiated prior to the operational date of the changes proposed 
herein and it will be posted to the Exchange's public rules website. 
When the transition is complete, the Exchange will remove the 
transitional rulebook from its public rules website.
    The Exchange will announce and explain this transition process in a 
regulatory alert.
    The Exchange notes that Nasdaq and BX applied the same process 
described above to govern its transition to its amended membership 
rules.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\20\ in general, and furthers the objectives of Section 
6(b)(5) and of the Act,\21\ 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. It is also consistent with Section 6(b)(7) of the Act in that 
it provides for a fair procedure for denying Exchange membership to any 
person who seeks it, barring any person from becoming associated with 
an Exchange Member, and prohibiting or limiting any person with respect 
to access to services offered by the Exchange or a Member thereof.\22\
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ 15 U.S.C. 78f(b)(7).
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    As a general matter, the Exchange believes that its proposal to 
delete its existing membership rules, incorporate by reference the 
Nasdaq Membership Rules, and other related changes will promote a free 
and open market, and will benefit investors, the public, and the 
markets, because the new rules will be clearer, better organized, and 
simpler.
    The proposal is just and equitable because it will render the 
Exchange's membership rules easier for Applicants and Members to read 
and understand, including by doing the following:
     Establishing a ``roadmap'' paragraph as shown in Nasdaq 
Rule 1014(a) that sets forth the basic authority of the Membership 
Department to approve, approve with conditions, or deny applications 
for membership before the Rule goes on to enumerate criteria for the 
Membership Department to apply when taking each of those actions;
     Making the titles of the rules more accurate and 
descriptive (e.g., Nasdaq Rule 1014(b));
     Grouping logically-related provisions together in the 
rules (e.g., provisions governing resignation, termination, transfer, 
and reinstatement of membership) and recusals and disqualifications;
     Clarifying when the Membership Department will deem an 
application to be filed (when the application is ``substantially 
complete,'' as set forth in Nasdaq Rule 1013(a)(2)) and by requiring 
the Membership Department to notify an Applicant in writing of the 
filing date;
     Clarifying what the Exchange means when it states that an 
Applicant may ``waive-in'' to Exchange membership (as set forth in 
Nasdaq Rule 1013(b)); and
    The proposal will also make compliance with the membership rules 
simpler and less burdensome for Applicants and Members by, for example, 
doing the following:
     Eliminating obsolete requirements to submit paper copies 
of Forms U-4 and BD or explain information listed on the forms where 
the Membership Department already has electronic access to the Forms 
and the information contained therein;
     Permitting electronic filing of applications (Nasdaq Rule 
1012(a)(1));
     Allowing payment of application fees by means other than 
paper check (Nasdaq Rule 1013(a)(1)(C));
     Harmonizing disparate procedures under Nasdaq Rules 1013 
and 1017 for filing, evaluating, and responding to initial membership 
applications and applications for approval of business changes;
     Detailing the circumstances in which an Applicant may 
waive-into Exchange membership to include the Applicant's membership in 
any of the affiliated exchanges and defining procedures for processing 
and responding to waive-in applications (Nasdaq Rule 1013(b));
    In sum, the foregoing changes will update, rationalize, and 
streamline the Exchange's membership rules and processes, all to the 
benefit of Applicants and Members. Moreover, these changes will not 
adversely impact the rights of Applicants or Members to appeal adverse 
Membership Department decisions under these Rules or to request Board 
action to compel the Membership Department to render decisions on 
applications.
    Last, the Exchange believes that its proposal to phase-in the 
implementation of the new membership rules and processes is consistent 
with Section 6(b)(7) of the Act \23\ because both the current and 
proposed processes provide fair procedures for granting and denying 
applications for becoming an

[[Page 23013]]

Exchange Member, becoming an Associated Person, and making material 
changes to the business operations of a Member. The Exchange is 
proposing to provide advanced notice of the implementation date of the 
new processes, and will apply the new processes to new applications, 
appeals, and requests for Board action that are initiated on or after 
that implementation date. Any application, appeal, or request for Board 
action initiated prior to the implementation date will be completed 
using the current processes. As a consequence, the Exchange will 
maintain a transitional rulebook on the Exchange's public rules website 
which will contain the Exchange Rules as they are at the time of filing 
this rule change. These transitional rules will apply exclusively to 
applications, appeals, and requests for Board action initiated prior to 
the implementation date. Upon conclusion of the last decision on a 
matter to which the transitional rules apply, the Exchange will remove 
the defunct transitional rules from its public rules website. Thus, the 
transition will be conducted in a fair, orderly, and transparent 
manner. Lastly, the proposed transition process is the same process 
that Nasdaq and BX implemented during its transition to new membership 
rules.
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    \23\ 15 U.S.C. 78f(b)(7).
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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. The Exchange does not expect 
that its proposed changes to the membership rules will have any 
competitive impact on its existing or prospective membership. The 
proposed changes will apply equally to all similarly situated 
Applicants and Members and they will confer no relative advantage or 
disadvantage upon any category of Exchange Applicant or Member. 
Moreover, the Exchange does not expect that its proposal will have an 
adverse impact on competition among exchanges for members; to the 
contrary, the Exchange hopes that by clarifying, reorganizing, and 
streamlining its membership rules, the Exchange's membership process 
will be less burdensome for Applicants and Members and the Exchange 
will improve its competitive standing relative to other exchanges.

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 \24\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\25\
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    \24\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \25\ 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-GEMX-2021-02 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-GEMX-2021-02. 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-GEMX-2021-02 and should be submitted on 
or before May 21, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-09022 Filed 4-29-21; 8:45 am]
BILLING CODE 8011-01-P