20744 Federal Register / Vol. 76, No. 71 / Wednesday, April 13, 2011 / Notices 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 63960 

(February 24, 2011), 76 FR 11829 (‘‘Notice’’). 

4See Letter from Daniel Zinn, General Counsel, 

OTC Markets Group, Inc., to Elizabeth M. Murphy, 

Secretary, Commission, dated March 22, 2011 

(‘‘OTC Markets Letter’’) and letter from Kimberly 

Unger, Executive Director, The Security Traders 

Association of New York, Inc. to Elizabeth M. 

Murphy, Secretary, Commission, dated April 6, 

2011 (‘‘STANY Letter’’). 

5 15 U.S.C. 78s(b)(2). 

6 15 U.S.C. 78s(b)(2)(A)(ii)(I). 

7 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2011–051 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2011–051. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

publicly available. All submissions 

should refer to File Number SR– 

NASDAQ–2011–051 and should be 

submitted on or before May 4, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Cathy Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8917 Filed 4–12–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64264; File No. SR–FINRA– 

2011–008] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Designation 

of a Longer Period for Commission 

Action on Proposed Rule Change To 

Require Public Disclosure of Any 

Access or Post-Transaction Fees for 

Executions Against a Public Quotation 

in an OTC Equity Security 

April 8, 2011. 

On February 18, 2011, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to require each 

member to disclose on its website any 

fees imposed against its published 

quotation in any OTC Equity Security, 

consistent with FINRA Rule 6450 

(Restrictions on Access Fees). The 

proposed rule change was published for 

comment in the Federal Register on 

March 3, 2011.3 The Commission 

received two comments on the 

proposal.4

Section 19(b)(2) of the Act 5 provides 

that, within 45 days of the publication 

of notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day for this filing 

is April 17, 2011. 

The Commission is hereby extending 

the 45-day period for Commission 

action on the proposed rule change. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change. The extension of time will 

ensure that the Commission has 

sufficient time to consider and take 

action on FINRA’s proposal in light of, 

among other things, the comments 

received on the proposal. 

Accordingly, pursuant to Section 

19(b)(2)(A)(ii)(I) of the Act 6 and for the 

reasons stated above, the Commission 

designates May 25, 2011, as the date by 

which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

File No. SR–FINRA–2011–008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8916 Filed 4–12–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64263; File No. SR– 

NASDAQ–2011–050] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify an 

Initial Listing Standard for the Nasdaq 

Global Select Market 

April 8, 2011. 

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 1, 

2011, The NASDAQ Stock Market LLC 

(‘‘Nasdaq’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I and III below, which Items 

have been prepared by Nasdaq. Nasdaq 

has designated the proposed rule change 

as effecting a change described under 

Rule 19b–4(f)(6) under the Act,3 which 

renders the proposal effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 76, No. 71 / Wednesday, April 13, 2011 / Notices 20745 

4Changes are marked to the rule text that appears 

in the electronic manual of Nasdaq found at 

http://nasdaqomx.cchwallstreet.com. 

5Securities Exchange Act Release No. 61904 

(April 14, 2010), 75 FR 20651 (April 20, 2010) (SR– 

NASDAQ–2010–047). 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

Nasdaq proposes to modify an initial 

listing standard for the Nasdaq Global 

Select Market. Nasdaq will implement 

the proposed rule change immediately. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

brackets.4

5310. Definitions and Computations 

(a)–(i) No change. 

(j) In computing total assets and 

stockholders’ equity for purposes of 

Rule 5315(f)(3)(D), Nasdaq will rely on 

a Company’s most recent publicly 

reported financial statements subject to 

the adjustments described below: 

(1) Application of Use of Proceeds— 

If a company is in registration with the 

SEC and is in the process of an equity 

offering, adjustments should be made to 

reflect the net proceeds of that offering, 

and the specified intended 

application(s) of such proceeds to: 

(A) Pay off existing debt or other 

financial instruments: The adjustment 

will include elimination of the actual 

historical interest expense on debt or 

other financial instruments classified as 

liabilities under generally accepted 

accounting principles being retired with 

offering proceeds of all relevant periods 

or by conversion into common stock at 

the time of an initial public offering 

occurring in conjunction with the 

company’s listing. If the event giving 

rise to the adjustment occurred during 

a time-period such that pro forma 

amounts are not set forth in the SEC 

registration statement (typically, the pro 

forma effect of repayment of debt will be 

provided in the current registration 

statement only with respect to the last 

fiscal year plus any interim period in 

accordance with SEC rules), the 

company must prepare the relevant 

adjusted financial data to reflect the 

adjustment to its historical financial 

data, and its outside audit firm must 

provide a report of having applied 

agreed-upon procedures with respect to 

such adjustments. Such report must be 

prepared in accordance with the 

standards established by the American 

Institute of Certified Public 

Accountants. 

(B) Fund an acquisition: 

(i) The adjustments will include those 

applicable with respect to acquisition(s) 

to be funded with the proceeds. 

Adjustments will be made that are 

disclosed as such in accordance with 

Rule 3–05 ‘‘Financial Statements of 

Business Acquired or to be Acquired’’ 

and Article 11 of Regulation S–X. 

Adjustments will be made for all the 

relevant periods for those acquisitions 

for which historical financial 

information of the acquiree is required 

to be disclosed in the SEC registration 

statement; and (ii) Adjustments 

applicable to any period for which pro 

forma numbers are not set forth in the 

registration statement shall be 

accompanied by the relevant adjusted 

financial data to combine the historical 

results of the acquiree (or relevant 

portion thereof) and acquiror, as 

disclosed in the company’s SEC filing. 

Under SEC rules, the number of periods 

disclosed depends upon the significance 

level of the acquiree to the acquiror. The 

adjustments will include those 

necessary to reflect (a) the allocation of 

the purchase price, including adjusting 

assets and liabilities of the acquiree to 

fair value recognizing any intangibles 

(and associated amortization and 

depreciation), and (b) the effects of 

additional financing to complete the 

acquisition. The company must prepare 

the relevant adjusted financial data to 

reflect the adjustment to its historical 

financial data, and its outside audit 

firm must provide a report of having 

applied agreed-upon procedures with 

respect to such adjustments. Such 

report must be prepared in accordance 

with the standards established by the 

American Institute of Certified Public 

Accountants. 

(2) Acquisitions and Dispositions—In 

instances other than acquisitions (and 

related dispositions of part of the 

acquiree) funded with the use of 

proceeds, adjustments will be made for 

those acquisitions and dispositions that 

are disclosed as such in a company’s 

financial statements in accordance with 

Rule 3–05 ‘‘Financial Statements of 

Business Acquired or to be Acquired’’ 

and Article 11 of Regulation S–X. If the 

disclosure does not specify pre-tax 

earnings from continuing operations, 

minority interest, and equity in the 

earnings or losses of investees, then 

such data must be prepared by the 

company’s outside audit firm for the 

Exchange’s consideration. In this 

regard, the audit firm would have to 

issue an independent accountant’s 

report on applying agreed-upon 

procedures in accordance with the 

standards established by the American 

Institute of Certified Public 

Accountants. 

5315. Initial Listing Requirements for 

Primary Equity Securities 

Rule 5310 provides guidance about 

computations made under this Rule 

5315. 

(a)—(e) No change. 

(f) 

(1)–(2) No change 

(3) Valuation Requirement 

A Company, other than a closed end 

management investment company, shall 

meet the requirements of sub-paragraph 

(A), (B), (C), or (D) below: 

(A)–(C) No change. 

(D) (i) Market capitalization of at least 

$160 million, (ii) total assets of at least 

$80 million [for the most recently 

completed fiscal year], and (iii) 

stockholders’ equity of at least $55 

million. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq 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. Nasdaq has prepared 

summaries, set forth in Sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Nasdaq recently adopted an initial 

listing standard for the Nasdaq Global 

Select Market that permits listing if the 

company has: (i) $80 million in total 

assets; (ii) $55 million in stockholders’ 

equity; and (iii) $160 million of market 

capitalization.5 Companies qualifying 

under this standard also have to meet all 

other requirements of Rule 5315, 

including the ownership and market 

value requirements contained in Rule 

5315(f) and, upon listing, are subject to 

the Global Market continued listing 

standards. 

Nasdaq based this listing standard on 

a listing standard adopted by the New 

York Stock Exchange (‘‘NYSE’’), though 

the numeric requirements of the Nasdaq 

standard are higher than those of the 

mstockstill on DSKH9S0YB1PROD with NOTICES

20746 Federal Register / Vol. 76, No. 71 / Wednesday, April 13, 2011 / Notices 

6Securities Exchange Act Release No. 58934 

(November 12, 2008), 73 FR 69708 (November 19, 

2008) (SR–NYSE–2008–098, modifying Section 

102.01C of the Listed Company Manual). The NYSE 

listing standard allows a company to list if it has 

total assets of at least $75 million, stockholders’ 

equity of at least $50 million, and a global market 

capitalization of at least $150 million. 

7See Section 102.01C(IV)(ii) of the Listed 

Company Manual noting that total assets and 

stockholders’ equity are adjusted pursuant to 

Sections 102.01C(I)(3)(a) and (b). 

8 17 CFR 240.a51–1(a). 

9 17 CFR 240.a51–1(a)(2). 

10Nasdaq notes that each of these requirements 

exceed the comparable requirements of the NYSE. 

See Securities Exchange Act Release No. 58934, 

supra, note 6. 

11 15 U.S.C. 78f. 

12 15 U.S.C. 78f(b)(5). 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). Pursuant to Rule 19b– 

4(f)(6)(iii) under the Act, the Exchange is required 

to give the Commission written notice of its intent 

to file the proposed rule change, along with a brief 

description and text of 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 Commission 

notes that the Exchange has satisfied this 

requirement. 

15 17 CFR 240.19b–4(f)(6). 

16 17 CFR 240.19b–4(f)(6)(iii). 

17See supra notes 6 and 7. 

NYSE.6 However, unlike the NYSE 

requirement upon which the standard is 

based, Nasdaq required that the total 

assets portion of the requirement be met 

at the end of the prior fiscal year. As a 

result, companies are only able to 

demonstrate compliance with the total 

assets portion of this standard based on 

a single point in time each year—the 

year-end financials. To conform with 

NYSE’s treatment under their 

comparable standard, Nasdaq proposes 

to delete the requirement in Rule 

5315(f)(3)(D)(ii) that total assets be 

demonstrated as of the close of the most 

recent fiscal year. Nasdaq also proposes 

to add a definition in Rule 5310 

explaining what adjustments will be 

made to total assets and stockholders’ 

equity to reflect the use of proceeds and 

acquisitions and dispositions. These 

adjustments are identical to the 

adjustments specified in the NYSE 

Listed Company Manual.7

Nasdaq believes that the proposed 

amendment to Rule 5315(f)(3)(D) does 

not affect the status of Global Select 

Market-listed securities under Securities 

Exchange Act Rule 3a51–1(a) (the 

‘‘Penny Stock Rule’’),8 as the amended 

standards satisfy the requirements of 

Exchange Act Rule 3a51–1(a)(2).9 Rule 

5315(f)(3)(D) requires stockholders’ 

equity of at least $55 million, which 

exceeds the requirement in SEC Rule 

3a51–1(a)(2)(i)(A)(1) of $5 million. Rule 

5315(f)(3)(D) also requires a minimum 

market capitalization of $160 million. 

Nasdaq believes that this meets or 

exceeds the requirement of SEC Rule 

3a51–1(a)(2)(i)(B) that a company have a 

market value of listed securities of at 

least $50 million, although these are not 

identical standards. Nasdaq believes 

that its Global Select Market’s rules will 

also exceed the Penny Stock Rules 

remaining stock price and distribution 

requirements. Rule 5315(e)(1) requires 

companies initially listing on Nasdaq to 

have a minimum bid price of $4 per 

share, thereby satisfying the $4 

requirement of SEC Rule 3a51– 

1(a)(2)(i)(C). Rule 5315(f)(1) requires a 

company’s securities to have either 450 

round lot holders or at least 2,200 total 

holders, although if a company is 

publicly traded and has an average 

monthly trading volume over the prior 

12 months of at least 1.1 million shares 

per month, it can list with 550 total 

holders. Nasdaq believes that these 

requirements are comparable to, or more 

stringent than, the requirement of SEC 

Rule 3a51–1(a)(2)(i)(D) that a security 

have at least 300 round lot holders, and 

satisfy the same objective by assuring 

adequate liquidity in the security. Last, 

SEC Rule 3a51–1(a)(2)(i)(E) requires at 

least 1 million publicly held shares with 

a market value of at least $5 million. 

Rule 5315(e)(2) requires all securities 

listing on the Nasdaq Global Select 

Market to have at least 1.25 million 

publicly held shares and Rule 5215(f)(2) 

requires a minimum $45 million market 

value of publicly held shares. As such, 

Nasdaq believes its initial listing 

standards for the Global Select Market 

continue to meet or exceed the 

requirements of the Penny Stock 

Rules.10

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,11 in 

general and with Sections 6(b)(5) of the 

Act,12 in particular in that it is designed 

to prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

proposed rule change is consistent with 

the investor protection objectives of the 

Act in that the proposed requirements 

modify and provide transparency to the 

calculation of total assets, but maintain 

the requirement at a level high enough 

so that only companies that are suitable 

for listing on the Global Select Market 

will qualify to list. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq 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, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change: (i) 

Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) does not become operative for 30 

days after the date of the filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest, the proposed rule change has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 13 and Rule 19b– 

4(f)(6) thereunder.14

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 15 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 16

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has 

requested that the Commission waive 

the 30-day operative delay so that 

companies may immediately take 

advantage of the proposed rule change. 

In support of the waiver, Nasdaq 

believes that its proposal is consistent 

with NYSE’s rules, which were 

previously published for public 

comment, and raise no new issues. 

The Commission believes that waiver 

of the operative delay is consistent with 

the protection of investors and the 

public interest. In making this 

determination, the Commission notes 

that Nasdaq’s proposed rule change is 

consistent with the NYSE’s comparable 

listing standard in Section 102.01C(IV) 

of the NYSE’s Listed Company Manual 

(‘‘Assets and Equity Test’’) and 

applicable adjustments as set forth in 

Section 102.01C(I) of the NYSE’s Listed 

Company Manual.17 The Commission 

believes that Nasdaq’s proposed rule 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 76, No. 71 / Wednesday, April 13, 2011 / Notices 20747 

18For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f). 

19 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

change does not raise any issues that 

were not previously considered by the 

Commission in its approval of the 

NYSE’s Assets and Equities Test and 

does not otherwise raise any new 

regulatory issues. The Commission also 

notes that the NYSE’s proposal to adopt 

the Assets and Equity Test listing 

standard, with the applicable 

adjustments noted above, was subject to 

full notice and comment, and the 

Commission received no comments on 

the NYSE’s rule proposal. For these 

reasons, the Commission designates, 

consistent with the protection of 

investors and the public interest, that 

the proposed rule change become 

operative immediately upon filing.18

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend the 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. 

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 e-mail to rulecomments@sec.gov. Please include File 

No. SR–NASDAQ–2011–050 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File No. 

SR–NASDAQ–2011–050. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of 

NASDAQ. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File No. SR–NASDAQ– 

2011–050 and should be submitted on 

or before May 4, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8914 Filed 4–12–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64262; File No. SR– 

NASDAQ–2011–047] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Conform 

Rules 2360, 2361, 2370, 6951 to FINRA 

Rule Changes 

April 8, 2011. 

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 1, 

2011, The NASDAQ Stock Market LLC 

(‘‘NASDAQ’’) 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 NASDAQ. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

NASDAQ is filing with the Securities 

Commission [sic] a proposal for 

NASDAQ to amend NASDAQ Rules 

2360 (Approval Procedures for DayTrading Accounts); 2361 (Day-Trading 

Risk Disclosure Statement); 2370 

(Borrowing From or Lending to 

Customers); and 6951 (Definitions) to 

make non-substantive changes that 

reflect recent changes to corresponding 

rules of the Financial Industry 

Regulatory Authority (‘‘FINRA’’). 

The text of the proposed rule change 

is available from NASDAQ’s Web site at 

http://nasdaq.cchwallstreet.com/ 

Filings/, at NASDAQ’s principal office, 

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, 

NASDAQ 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. 

NASDAQ has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is not making any 

substantive changes to the content of its 

rules. The purpose of this proposal is to 

update NASDAQ Rules 2360, 2361, 

2370, and 6951 to reflect proper crossreferences to corresponding FINRA 

rules. 

Many of NASDAQ’s rules are based 

on rules of FINRA (formerly the 

National Association of Securities 

Dealers (‘‘NASD’’)). During 2008, FINRA 

embarked on an extended process of 

moving rules formerly designated as 

‘‘NASD Rules’’ into a consolidated 

FINRA rulebook. In most cases, FINRA 

has renumbered these rules, and in 

some cases has substantively amended 

them. Accordingly, NASDAQ also 

proposes to initiate a process of 

modifying its rulebook to ensure that 

NASDAQ rules corresponding to 

FINRA/NASD rules continue to mirror 

them as closely as practicable. In some 

cases, it will not be possible for the rule 

mstockstill on DSKH9S0YB1PROD with NOTICES