8966 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

51 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Previously, the Exchange filed to relocate other 

rules within its Rulebook. See Securities Exchange 

Act Release No. 88213 (February 14, 2020), 85 FR 

9859 (February 20, 2020) (SR–Phlx–2020–03) 

(‘‘Prior Relocation Rule Change’’). 

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 rule-comments@

sec.gov. Please include File Number SR– 

Phlx–2021–05 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2021–05. 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–Phlx–2021–05 and should 

be submitted on or before March 3, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.51

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02710 Filed 2–9–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91058; File No. SR–Phlx– 

2021–04] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Relocate Its PSX 

Equity and General Rules From Its 

Current Rulebook Into Its New 

Rulebook Shell and Make Other 

Changes to the Phlx Rules 

February 4, 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 January 

22, 2021, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to relocate its 

PSX equity and general rules from its 

current Rulebook into its new Rulebook 

shell and make other changes to the 

Phlx Rules. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/phlx/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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this rule change is to 

relocate the PSX equity and general 

rules from the current Rulebook into the 

new Rulebook shell 3 and also make 

other amendments to the Phlx Rules. 

The Exchange also proposes a number 

of minor, non-substantive changes to the 

Rulebook shell as described below. The 

relocation and harmonization of these 

rules is part of the Exchange’s continued 

effort to promote efficiency and 

conformity of its processes with those of 

its affiliated exchanges. The Exchange 

believes that the placement of these 

rules into their new location in the 

Rulebook shell will facilitate the use of 

the Rulebook by members and member 

organizations. 

Universal Changes 

The Exchange proposes to update all 

cross-references within the Rulebook 

shell to the new relocated rule cites. The 

Exchange proposes to replace internal 

rule references to simply state ‘‘this 

Rule’’ where the rule is citing itself 

without a more specific cite included in 

the Rule. For example, if PSX Rule 4619 

refers currently to ‘‘Rule 4619’’ or ‘‘this 

Rule 4619’’ the Exchange will amend 

the phrase to simply ‘‘this Rule.’’ Except 

where the Exchange specifies below that 

it will retain the current rule 

numbering, the Exchange also proposes 

to conform the paragraph numbering 

and lettering to that used in the 

Rulebook shell for greater consistency, 

and to correct punctuation. The 

Exchange proposes to replace ‘‘PSX 

Rules’’ with ‘‘Equity Rules’’ where 

applicable as the title of the ruleset is 

proposed to be ‘‘Equity Rules.’’ 

Furthermore, the Exchange proposes to 

delete any empty reserved rules and 

already deleted rules in the current 

Rulebook. Finally, the Exchange 

proposes to make certain technical 

corrections to add hyphens and spacing 

where necessary. 

In addition to updating rule citations 

impacted by the proposed rule 

relocations herein, the Exchange 

Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8967 

4PSX Rule 3503 is being relocated to General 9, 

Section 1(c) as proposed herein. 

5See Securities Exchange Act Release No. 90577 

(December 7, 2020), 85 FR 80202 (December 11, 

2020) (SR–NASDAQ–2020–079) (Notice of Filing 

and Immediate Effectiveness of Proposed Rule 

Change To Relocate Its Equity and General Rules 

From Its Current Rulebook Into Its New Rulebook 

Shell). 

6 Id. 

7See Securities Exchange Act Release No. 89667 

(August 25, 2020), 85 FR 53876 (August 31, 2020) 

(SR–Phlx–2020–40) (Notice of Filing and Order 

Granting Accelerated Approval of Proposed Rule 

Change To Add the Consolidated Audit Trail 

Industry Member Compliance Rules to the List of 

Minor Rule Violations). 

8See Securities Exchange Act Release No. 76452 

(November 17, 2015), 80 FR 73019 (November 23, 

2015) (SR–Phlx–2015–93) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

Relating to Sponsored Access) (‘‘Rule 3211 Removal 

Rule Change’’). 

proposes to update several rule citations 

to rules which were previously 

relocated in the Prior Relocation Rule 

Change. Accordingly, rule citations to 

the following rules are being updated 

with this proposal: Rule 133 (now Rule 

3101); Rule 703 (now Options 6D, 

Section 1); Rule 707 (currently PSX Rule 

3503); 4 Rule 765 (now General 9, 

Section 1(a)); Rule 910 (now General 3, 

Section 1); Rule 911 (now General 3, 

Section 12); Rule 985 (now General 2, 

Section 4); and Rule 1092 (now Options 

3, Section 20). 

General 1 

The Exchange proposes to add a title 

under ‘‘General 1 General Provisions’’ 

which states ‘‘Section 1 Definitions.’’ 

Also, the Exchange proposes to update 

rule citations to relocated rules as well 

as rule citations to rules which were 

previously relocated in the Prior 

Relocation Rule Change. The Exchange 

notes that The Nasdaq Stock Market 

LLC (‘‘Nasdaq’’) recently amended 

certain rule citations which also impact 

proposed changes herein, particularly 

with respect to General 4 rule 

numbering.5

General 2 

The Exchange proposes to relocate 

Rule 3600. Regulatory Services 

Agreements to General 2, Section 5, 

which was reserved. The Exchange 

proposes to update rule citations to 

rules which were previously relocated 

in the Prior Relocation Rule Change. 

General 4 

The Exchange proposes to re-title 

General 4 as ‘‘Registration 

Requirements.’’ The rule is currently 

titled ‘‘Regulation.’’ The Exchange 

proposes to add a period at the end of 

General 4, Section 1. The Exchange also 

proposes to amend rule numbering to 

conform with a recent Nasdaq rule 

change.6

General 5 

The Exchange proposes to relocate the 

text of Minor Rule Violations rules into 

General 5. Today, the Minor Rule 

Violations, except for violations of 

General 7, are delineated within General 

5. The Exchange proposes to relocate 

the rule text of each Minor Rule 

violation rule from the PSX Rulebook 

into General 5 and remove the 

duplicative list of Minor Rule Violations 

from the PSX Rulebook. With respect to 

violations of General 7, the Exchange 

proposes to add General 7, Failure to 

Comply with the Consolidated Audit 

Trail Compliance Rule requirements, 

into the list of Equity Floor Procedure 

Advices within General 5, Section 3, 

Code of Procedure. General 7 was 

recently added to The Equity Minor 

Rule Violations.7 The Exchange also 

proposes to remove the reference in 

General 5 to A–5 Training as there is no 

corresponding Minor Rule Plan for A– 

5. 

The Exchange proposes to remove 

‘‘Floor’’ from the title ‘‘Equity Floor 

Procedure Advices’’ as PSX is an 

electronic only market. 

The Exchange proposes to delete the 

title ‘‘A. Miscellaneous,’’ ‘‘E. Staffing,’’ 

‘‘F. Miscellaneous,’’ and ‘‘S. PreOpening Procedures,’’ ‘‘Rule 60 

Regulations’’ including Regulation 1– 

Regulations 7 from the PSX Rulebook. 

General 9 

The Exchange proposes to relocate the 

below rules into General 9. 

Shell rule Current rule Deleted options rule 

General 9, Section 1(c) ................... 3503. Conduct Inconsistent with Just and Equitable Principles of 

Trade.

Options 9, Section 1. 

General 9, Section 1(d) ................... 3504. Acts Detrimental to the Interest or Welfare of the Exchange ..... Options 9, Section 5. 

General 9, Section 5 ....................... 3507. Telemarketing .............................................................................. Options 10, Section 23. 

General 9, Section 37 ..................... 3506. Anti-Money Laundering Compliance Program ............................ Options 9, Section 21. 

Today, the Rulebook contains both an 

equity and option rule, which are 

identical, for Conduct Inconsistent with 

Just and Equitable Principles of Trade, 

Acts Detrimental to the Interest or 

Welfare of the Exchange, Telemarketing, 

and Anti-Money Laundering 

Compliance Program. The Exchange is 

relocating a version of each of these 

rules to General 9 and eliminating the 

corresponding options and equity rules. 

The General 9 rules apply to both the 

equity and options markets. 

The Exchange also proposes a number 

of corrective changes to Disruptive 

Quoting and Trading Activity 

Prohibited which was relocated to 

General 9, Section 53 in the Prior 

Relocation Rule Change. First, in 

Section 53(a), the Exchange proposes to 

update the references to ‘‘subsections (i) 

and (ii)’’ to ‘‘subsections (1) and (2).’’ 

Second, the Exchange proposes in 

Section 53(a)(1)(B)(ii) to update the 

reference to ‘‘paragraph (b)(i)’’ to 

‘‘paragraph (B)(i).’’ The Exchange 

proposes to reserve Section 71 to 

harmonize Phlx’s rule numbers with 

Nasdaq. 

Equity 1 

The Exchange proposes to relocate 

Rule 3301, Equity Definitions, into new 

Equity 1, Section 1. The Exchange is 

amending the first sentence of new 

Equity 1, Section 1 to provide, ‘‘The 

following definitions apply to the 

Equity Rules for the trading of securities 

on PSX.’’ While Rule 3301 currently 

provides that the definitions apply to 

the Rule 3200 and 3300 Series, the 

Exchange notes that the definitions 

apply to all rules under the heading 

Equity Rules and therefore proposes to 

amend the current text further to apply 

the relocated definitions to the entire 

section related to the equity market. 

The definition for ‘‘PSX Participant’’ 

currently is defined to mean, ‘‘. . . an 

entity that fulfills the obligations 

contained in Rule 3211 regarding 

participation in the System, and shall 

include: . . .’’. PSX Rule 3211 was 

previously deleted.8 Phlx Rule 1094 

became applicable to the market 

participants trading on PSX with the 

Rule 3211 Removal Rule Change. Phlx 

Rule 1094 was relocated to General 2, 

Section 22 in the Prior Phlx Relocation 

Rule Change. 

8968 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

9See note 5 above. 

Equity 2 

The Exchange proposes to relocate the 

following rules into Equity 2 which is 

titled Equity Market Participants. The 

Exchange proposes to instead title this 

section ‘‘Market Participants’’ to 

conform to Nasdaq’s Rulebook 

Structure.9

Shell rule Current rule 

Section 1 ........ 3201. Scope. 

Section 2 ........ 3203. Definitions. 

Section 3 ........ Reserved. 

Section 4 ........ 3212. Registration as a Market Maker. 

Section 5 ........ 3213. Market Maker Obligations. 

Section 6 ........ 3214. Stabilizing Bids. 

Section 7 ........ 3216. Reports. 

Section 8 ........ 3217. Normal Business 

Hours. 

Section 9 ........ 3218. Clearance and Settlement. 

Section 10 ...... 3219. Withdrawal of 

Quotations. 

Section 11 ...... 3220. Voluntary Termination 

of Registration. 

Section 12 ...... 3221. Suspension and Termination of Quotations 

and Order Entry. 

Section 13 ...... 3222. Termination of PSX 

Service. 

Section 14 ...... 3223. Alternative Trading 

Systems. 

Section 15 ...... 3224. Penalty Bids and Syndicate Covering Transactions. 

Section 16 ...... 3225. Obligation to Provide 

Information. 

Section 17 ...... 3226. Limitation of Liability. 

Section 18 ...... 3227. Obligation to Honor 

System Trades. 

Section 19 ...... 3228. Compliance with 

Rules and Registration 

Requirements. 

Section 20 ...... 3231. Customer Disclosures. 

The Exchange is amending the first 

sentence of new Equity 2, Section 1 to 

provide, ‘‘Unless otherwise specified, 

the Equity Rules apply only to the 

quoting and trading of System Securities 

via PSX.’’ Current Rule 3201 references 

the 3200 Series (Requirements for PSX 

Participants). However all equity rules 

apply to equities trading on PSX. 

Broadening the language of Equity 2, 

Section 1 is consistent with the manner 

in which equities rules are applied 

today with respect to trading and other 

aspects of conducting business on PSX. 

The Exchange also proposes to amend 

Equity 2, Section 2(a) to provide, ‘‘For 

purposes of the Equity Rules, unless the 

context requires otherwise:’’. The 

original reference was to the 3000 

Series, although the definitions which 

follow relate to federal rules which 

would apply to all Equity Rules. The 

Exchange proposes to amend the current 

text to apply the relocated definitions to 

the entire section related to the equity 

market to distinguish these rules from 

the General Rules and Options Rules. 

The Exchange also proposes to update 

a rule citation within proposed Equity 2, 

Section 10, Withdrawal of Quotations, 

at paragraph (d). This paragraph (d) 

which discusses withdrawal status, 

relates to quotations, and provides, 

Excused withdrawal status may be granted 

to a PSX Market Maker that fails to maintain 

a clearing arrangement with a registered 

clearing agency or with a member of such an 

agency and is withdrawn from participation 

in the trade reporting service of PSX, thereby 

terminating its registration as a PSX Market 

Maker; provided, however, that if the 

Exchange finds that the PSX Market Maker’s 

failure to maintain a clearing arrangement is 

voluntary, the withdrawal of quotations will 

be considered voluntary and unexcused 

pursuant to Rule 3220 and the Rule 3300 

Series governing PSX. PSX Market Makers 

that fail to maintain a clearing relationship 

will have their PSX system status set to 

‘‘suspend’’ and be thereby prevented from 

entering, or executing against, any quotes/ 

orders in the system. 

The Exchange proposes to replace 

Rule 3220 (Voluntary Termination of 

Registration) with its relocated rule 

reference, Equity 2, Section 11. The 

Exchange proposes to replace the Rule 

3300 Series rules reference with Equity 

4. The Rule 3300 Series was relocated 

to Equity 4 with the exception of the 

Equity 6, Section 3, Phlx Kill Switch. 

The Phlx Kill Switch’s relocation to 

Equity 6 does not impact its reference 

within this rule which described a PSX 

Market Maker’s voluntary failure to 

maintain a clearing arrangement and its 

impact on the withdrawal of quotations. 

Equity 3 

The Exchange proposes to reserve 

Equity 3, currently titled ‘‘Equity 

Trading Rules.’’ 

Equity 4 

The Exchange proposes to re-title 

Equity 4, currently titled ‘‘Limit UpLimit Down,’’ to ‘‘Equity Trading 

Rules.’’ The Exchange proposes to 

relocate the following rules into Equity 

4 and retain the current rule numbering: 

Current rule 

3100. Limit Up-Limit Down Plan and Trading 

Halts on PSX. 

3101. Trading Halts Due to Extraordinary 

Market Volatility. 

3301A. Order Types. 

3301B. Order Attributes. 

3302. Opening Process. 

3303. Short Sale Price Test Pursuant to Rule 

201 of Regulation SHO. 

3304. Data Feeds Utilized. 

Current rule 

3306. Entry and Display of Quotes and Orders. 

3307. Processing of Orders. 

3309. Trade Reporting. 

3310. Anonymity. 

3311. Issuer Corporate Actions Related to a 

Dividend, Payment or Distribution. 

3312. Clearly Erroneous Transactions. 

3315. Order Routing. 

3317. Compliance with Regulation NMS Plan 

to Implement a Tick Size Pilot. 

3102. Limitation of Exchange Liability and 

Reimbursement of Certain Expenses. 

The Exchange proposes to delete Rule 

3202, Application of Other Rules of the 

Exchange, as The Limited Liability 

Company Agreement of the Exchange 

and The By-Laws of the Exchange are 

part of the Phlx Rulebook and therefore 

apply to PSX already. As such, the 

Exchange believes that the rule is 

duplicative and not necessary. 

The Exchange proposes to delete the 

reference to ‘‘Sec. 44 FINRA Jurisdiction 

Over Arbitrations Against Exchange 

Members’’ within PSX Rule 3202, 

Application of Other Rules of the 

Exchange, as that rule is not located in 

the Phlx Rulebook. Rule 950 describes 

Arbitration rules related to members on 

Phlx and PSX. 

The Exchange proposes to update an 

erroneous citation to PSX Rule 0120(x), 

currently within PSX Rule 3303, to 

Equity 1, Section 1(a). 

The Exchange also proposes to delete 

PSX Rules 3210 and 3211 because these 

rules do not contain substantive text. 

The Exchange proposes to remove an 

outdated reference to Rule 4770 within 

Supplementary Material .01 to PSX Rule 

3317 and instead utilize the term ‘‘Rule’’ 

to refer to Rule 3317. There is no Rule 

4770 within the current Phlx Rulebook. 

Equity 5 

The Exchange proposes to relocate the 

below rules into Equity 5, ‘‘Order Audit 

Trail Services’’: 

Shell rule Current rule 

Section 1 ........ 7410A. Definitions. 

Section 2 ........ 7420A. Applicability. 

Section 3 ........ 7430A. Synchronization of 

Member Organization 

Business Clocks. 

Section 4 ........ 7440A. Recording of Order 

Information. 

Section 5 ........ 7450A. Order Data Transmission Requirements. 

Section 6 ........ 7460A. Violation of Order 

Audit Trail System Rules. 

The Exchange proposes to amend a 

rule citation within Equity 5, Section 6, 

Violation of Order Audit Trail System 

Rules. The definition of System is being 

Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8969 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(5). 

12See supra note 3. 

relocated to from current Rule 3301 as 

proposed herein. The current Phlx 

Rulebook does not contain PSX Rule 

0120. 

Equity 6 

The Exchange proposes to title Equity 

6, which is currently reserved, as ‘‘PSX 

Risk Management Services; Other 

Systems and Programs,’’ and to relocate 

the following rules into Equity 6: 

Shell rule Current rule 

Section 1 ........ Reserved. 

Section 2 ........ Reserved. 

Section 3 ........ 3316. PHLX Kill Switch. 

Section 4 ........ 3215. Exchange Sharing of 

PSX Participant Risk Settings (excluding Commentary). 

Section 5 ........ Commentary to 3215. Exchange Sharing of PSX 

Participant Risk Settings. 

Section 6 ........ Reserved. 

Equity 8 

The Exchange proposes to reserve 

Equity 8 which is currently titled 

‘‘Uniform Practice Code.’’ 

Equity 8A 

The Exchange proposes to title Equity 

8A as ‘‘Unlisted Trading Privileges, 

Proxy and Other Rules.’’ The Exchange 

proposes to relocate the following rules 

into Equity 8A: 

Shell rule Current rule 

Section 1 ........ Reserved. 

Section 2 ........ Reserved. 

Section 3 ........ Reserved. 

Section 4 ........ Reserved. 

Section 5 ........ 3204. Securities Traded 

under Unlisted Trading 

Privileges. 

Section 6 ........ 3232. Advertising Practices. 

Section 7 ........ 3233. Prevention of the Misuse of Material, Nonpublic 

Information. 

Section 8 ........ 3234. Additional Requirements for Securities 

Issued by Nasdaq or its 

Affiliates. 

Section 9 ........ 3236. Restriction. 

Section 10 ...... 3237. Voting Instructions. 

Section 11 ...... 3238. Proxies at Direction of 

Owner. 

Section 12 ...... 3239. Proxy to Show Number of Shares. 

Section 13 ...... 3240. Transfer to Facilitate 

Solicitation. 

Section 14 ...... 3241. Rule Applicable to Individual Members and 

Nominees. 

Section 15 ...... 3242. Transmission of Interim Reports and Other 

Material. 

Equity 9 

The Exchange proposes to re-title 

Equity 9, currently ‘‘Supplementary 

Conduct Rules,’’ to ‘‘Business Conduct,’’ 

and to relocate the following rules into 

Equity 9: 

Shell rule Current rule 

Section 1 ........ Reserved. 

Section 2 ........ Reserved. 

Section 3 ........ Reserved. 

Section 4 ........ Reserved. 

Section 5 ........ Reserved. 

Section 6 ........ Reserved. 

Section 7 ........ Reserved. 

Section 8 ........ Reserved. 

Section 9 ........ Reserved. 

Section 10 ...... Reserved. 

Section 11 ...... Reserved. 

Section 12 ...... Reserved. 

Section 13 ...... Reserved. 

Section 14 ...... Reserved. 

Section 15 ...... 3410. Limitations on Members’ Trading Because of 

Customers’ Orders. 

Section 16 ...... 3411. Successive Transactions by Members. 

Section 17 ...... 3412. Short Sales. 

Section 18 ...... 3413. Proper and Adequate 

Margin. 

Section 19 ...... 3414. Prohibition on FreeRiding in Cash Accounts. 

Section 20 ...... 3500. Financial Responsibility and Reporting. 

Section 21 ...... 3502. Automated Submission of Trading Data. 

Section 22 ...... 3505. Restrictions on Pledge 

of Customers’ Securities. 

Section 23 ...... 3501. Independent Audit. 

Equity 10 

The Exchange proposes to title Equity 

10, which is currently reserved, to 

‘‘Other Products and Securities,’’ and to 

relocate the following rules into Equity 

10: 

Shell rule Current rule 

Section 1 ........ Reserved. 

Section 2 ........ Reserved. 

Section 3 ........ Reserved. 

Section 4 ........ Reserved. 

Section 5 ........ Reserved. 

Section 6 ........ Reserved. 

Section 7 ........ Reserved. 

Section 8 ........ 3230. Trading in CommodityRelated Securities. 

Equity 11 

The Exchange proposes to adopt a 

new Equity 11 and title this section 

‘‘Uniform Practice Code.’’ The following 

rules will be relocated into Equity 11: 

Shell rule Current rule 

Section 1 ........ 3400. Dealings on the Exchange—Securities. 

Section 2 ........ 3401. Bids and Offers— 

‘‘When Issue‘‘. 

Shell rule Current rule 

Section 3 ........ 3402. Price of Execution 

Binding. 

Section 4 ........ 3403. Payment on Delivery—Collect on Delivery. 

Section 5 ........ 3404. Book-Entry Settlement. 

Section 6 ........ 3405. Ex-dividend, Ex-rights. 

Section 7 ........ 3406. Ex-warrants. 

Section 8 ........ 3407. Buyer Entitled to Dividend, etc. 

Section 9 ........ 3408. Claims for Dividend, 

etc. 

Section 10 ...... 3409. Taking or Supplying 

Securities Named in 

Order. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,10 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,11

in particular, in that it is designed to 

promote just and equitable principles of 

trade and to protect investors and the 

public interest by bringing greater 

transparency to its rules by relocating 

the equity and general rules into the 

new Rulebook shell together with other 

rules which have already been 

relocated.12 The Exchange’s proposal is 

consistent with the Act and will protect 

investors and the public interest by 

harmonizing its rules, where applicable, 

across Nasdaq markets so that members 

can readily locate rules which cover 

similar topics. The relocation and 

harmonization of the Exchange’s Rules 

are part of the Exchange’s continued 

effort to promote efficiency and 

conformity of its processes with those of 

its affiliated exchanges. The Exchange 

believes that the placement of the PSX 

Rules into their new location in the 

shell will facilitate the use of the 

Rulebook by members. Specifically, the 

Exchange believes that market 

participants that are members of more 

than one Nasdaq market will benefit 

from the ability to compare Rulebooks. 

The Exchange is not substantively 

amending rule text. The renumbering, 

re-lettering, deleting reserved and 

already deleted rules, amending crossreferences and other minor technical 

changes will bring greater transparency 

to the Exchange’s Rules. The Exchange’s 

affiliates intend to file similar rule 

changes to relocate their respective 

equity and general rules into the same 

location in each Rulebook for ease of 

reference. The Exchange believes its 

proposal will benefit investors and the 

general public by increasing the 

transparency of its Rulebook and 

8970 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

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

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization 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 Exchange 

has satisfied this requirement. 

15 17 CFR 240.19b–4(f)(6). 

16 17 CFR 240.19b–4(f)(6)(iii). 

17For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 18 17 CFR 200.30–3(a)(12). 

promoting easy comparisons among the 

various Nasdaq affiliated exchanges’ 

Rulebooks. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that the proposed 

amendments do not impose an undue 

burden on competition because the 

amendments to relocate the equity and 

general rules are non-substantive. This 

rule change is intended to bring greater 

clarity to the Exchange’s Rules and to 

promote easy comparisons among the 

various Nasdaq affiliated exchanges’ 

Rulebooks. Renumbering, re-lettering, 

deleting reserved rules and amending 

cross-references will bring greater 

transparency to the Exchange’s Rules. 

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) of the Act 13 and Rule 19b4(f)(6) thereunder.14

A proposed rule change filed under 

Rule 19b–4(f)(6) 15 normally does not 

become operative for 30 days after the 

date of the filing. However, pursuant to 

Rule 19b-4(f)(6)(iii),16 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay. 

Waiver of the operative delay would 

allow the Exchange to immediately 

relocate its rules and continue to file 

other rules that are affected by this 

relocation in a timely manner. The 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission waives the 30-day 

operative delay and designates the 

proposal operative upon filing.17

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 

change 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– 

Phlx–2021–04 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–Phlx–2021–04. 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–Phlx–2021–04 and should 

be submitted on or before March 3, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02709 Filed 2–9–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91066; File No. SR–FINRA– 

2020–038] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing of 

Amendment No. 1 and Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove the Proposed 

Rule Change, as Modified by 

Amendment No. 1, to FINRA Rules 

5122 (Private Placements of Securities 

Issued by Members) and 5123 (Private 

Placements of Securities) That Would 

Require Members To File Retail 

Communications Concerning Private 

Placement Offerings That Are Subject 

to Those Rules’ Filing Requirements 

February 4, 2021. 

I. Introduction 

On October 28, 2020, Financial 

Industry Regulatory Authority, Inc. 

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

Exchange Commission (‘‘Commission’’) 

the proposed rule change SR–FINRA– 

2020–038 (‘‘Proposed Rule Change’’) 

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

Securities Exchange Act of 1934