Regulation S 30 Day Federal Register Notice

Regulation S.30FR Notice.2020.pdf

Regulation S - Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933

Regulation S 30 Day Federal Register Notice

OMB: 3235-0357

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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
and subject to competition.17 Nasdaq, as
the Business Member, proposes this rule
change to strengthen the competitive
position of the FINRA/Nasdaq TRF with
respect to retail trade reporting. Nasdaq
believes its proposal will support
increased competition in the market.
Nasdaq, as the Business Member,
believes that the elimination of trade
reporting fees for Retail Participants will
be necessary for the FINRA/Nasdaq TRF
to retain existing retail business and to
compete for new such business,
particularly in light of recent moves by
large retail brokers to eliminate their
own retail transaction fees and to reduce
their operating costs accordingly. The
competition, in turn, is free to modify
its own fees and credits in response to
this proposed rule change to maintain or
increase its attractiveness to
participants. Accordingly, Nasdaq
believes that the risk that this proposed
rule change will impose an undue
burden on intermarket competition is
extremely limited.
If market participants determine that
the changes proposed herein are
inadequate or unattractive, it is likely
that the FINRA/Nasdaq TRF will lose
market share as a result. Accordingly,
the proposed rule change will not
impair the ability of the other FINRA
TRF to maintain its competitive
standing.
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

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The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 18 and paragraph (f)(2) of Rule
19b–4 thereunder.19 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
17 Because the FINRA/Nasdaq TRF and the
FINRA/NYSE TRF are operated by different
business members competing for market share,
FINRA does not take a position on whether the
pricing for one TRF is more favorable or
competitive than the pricing for the other TRF.
18 15 U.S.C. 78s(b)(3)(A).
19 17 CFR 240.19b–4(f)(2).

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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 rule-comments@
sec.gov. Please include File Number SR–
FINRA–2020–004 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–FINRA–2020–004. 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 such
filing also will be available for
inspection and copying at the principal
office of FINRA. 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–FINRA–
2020–004 and should be submitted on
or before March 4, 2020.

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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–02746 Filed 2–11–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Regulation S, SEC File No. 270–315, OMB
Control No. 3235–0357

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Regulation S (17 CFR 230.901 through
230.905) sets forth rules governing offers
and sales of securities made outside the
United States without registration under
the Securities Act of 1933 (15 U.S.C. 77a
et seq.). Regulation S clarifies the extent
to which Section 5 of the Securities Act
applies to offers and sales of securities
outside of the United States. Regulation
S is assigned one burden hour for
administrative convenience.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
[email protected]; and (ii)
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected]. Comments must be
20 17

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Federal Register / Vol. 85, No. 29 / Wednesday, February 12, 2020 / Notices
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 self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.

submitted to OMB within 30 days of
this notice.
Dated: February 7, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–02781 Filed 2–11–20; 8:45 am]
BILLING CODE 8011–01–P

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

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88134; File No. SR–IEX–
2020–02]

1. Purpose

Self-Regulatory Organizations;
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Related to Fees
Pursuant to Rule 15.110
February 6, 2020.

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on February
4, 2020, the Investors Exchange LLC
(‘‘IEX’’ or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.

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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Pursuant to the provisions of Section
19(b)(1) under the Act,4 and Rule 19b–
4 thereunder,5 IEX is filing with the
Commission proposed changes to
eliminate the IEX Enhanced Market
Maker (‘‘IEMM’’) program set forth in
IEX Rule 11.170 and make conforming
changes to its Fee Schedule, pursuant to
IEX Rule 15.110(a) and (c), to eliminate
the IEMM fee discounts.
The text of the proposed rule change
is available at the Exchange’s website at
www.iextrading.com, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of
and basis for the proposed rule change
1 15

U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(1).
5 17 CFR 240.19b–4.

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The Exchange is proposing to
eliminate the IEX Enhanced Market
Maker (‘‘IEMM’’) program set forth in
IEX Rule 11.170 and to make
conforming changes to its Fee Schedule,
pursuant to IEX Rule 15.110(a) and (c),
to eliminate the IEMM fee discounts.
Background
IEX launched the IEMM program on
February 1, 2018.6 The IEMM program
provides a fee discount to incentivize
Members 7 to quote at and/or near the
NBBO 8 in IEX Listed Securities 9 for a
significant portion of the day. As
specified in IEX Rule 11.170, a Member
registered as an IEX Market Maker
pursuant to Rule 11.150 in all securities
listed on IEX 10 may be designated as an
IEMM by meeting the monthly quoting
criteria for the Inside Tier, the Depth
Tier, or both.11 Members designated as
IEMMs qualify for a lower per-share rate
charged for both displayed and nondisplayed executions subject to either
the Reduced or Standard Match Fees on
the Exchange in securities priced at or
above $1.00, as set forth in IEX Rule
11.170(a)(3) and the IEX Fee Schedule.
There are no longer any IEX Listed
Securities, and it is thus not possible for
any Member to qualify for designation
as an IEMM and the applicable
6 See Securities Exchange Act Release No. 82636
(February 6, 2018), 83 FR 6059 (February 12, 2018)
(SR–IEX–2018–02).
7 See IEX Rule 1.160(s).
8 The term ‘‘NBBO’’ means the national best bid
or offer, as set forth in Rule 600(b) of Regulation
NMS under the Act, determined as set forth in IEX
Rule 11.410(b). See IEX Rule 1.160(u).
9 See IEX Rule 14.002(19).
10 Supplementary Material .01 to Rule 11.170
provides a limited exception to the requirement that
a Member must be a registered IEX Market Maker
in all securities listed on IEX if (i) a Member does
not act as a market maker in one or more IEX-listed
securities on any other national securities exchange,
and (ii) the Market Maker provides documentation,
satisfactory to IEX Regulation, substantiating that
such Member is unable to act as a market maker in
one or more particular securities listed on IEX (a)
in order to comply with specified legal or regulatory
requirements, or (b) operational restrictions not
exceeding 90 calendar days from the date the
security first lists on the Exchange.
11 See IEX Rule 11.170.

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transaction fee discount.12 Therefore,
the Exchange is proposing to eliminate
the IEMM program and delete IEX Rule
11.170 (designating it as ‘‘Reserved’’)
and remove all references to the IEMM
fee discounts from the IEX Fee
Schedule. IEX believes this proposed
rule change will eliminate any possible
confusion about whether Members can
qualify for the IEMM discounts.
2. Statutory Basis
IEX believes that the proposed rule
change is consistent with the provisions
of Section 6(b) of the Act 13 in general,
and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,14 in
particular, in that it is designed to
provide for the equitable allocation of
reasonable dues, fees and other charges
among its Members and other persons
using the Exchange’s facilities; and to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
facilitating transactions in securities,
and to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system.
The Exchange believes that the
proposed rule change is consistent with
these principles because it will remove
obsolete rule text and fee provisions,
thereby avoiding any potential
confusion among Members. As noted in
the Purpose section, there are no longer
any IEX Listed Securities, and it is thus
not possible for any Member to qualify
for designation as an IEMM and the
applicable transaction fee discount. The
Exchange further believes that the
proposed rule change is reasonable,
equitable, and not unfairly
discriminatory because the changes will
apply equally to all Members.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
IEX does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not designed to
address any competitive issues but
simply to remove obsolete rule text and
fee provisions to avoid any potential
confusion among Members.
12 IEX announced its listing business exit on
September 23, 2019, which was effective on
October 7, 2019. See IEX Trading Alert #2019–029
available at: https://iextrading.com/alerts/#/85.
13 15 U.S.C. 78f.
14 15 U.S.C. 78f(b)(4)–(5).

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