[Federal Register Volume 86, Number 26 (Wednesday, February 10, 2021)]
[Notices]
[Pages 8966-8970]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02709]


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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.
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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 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.
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    \3\ Previously, 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'').
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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

[[Page 8967]]

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).
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    \4\ PSX Rule 3503 is being relocated to General 9, Section 1(c) 
as proposed herein.
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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\
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    \5\ See 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).
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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\
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    \6\ Id.
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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.
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    \7\ See 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).
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    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. Pre-Opening 
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.

------------------------------------------------------------------------
                                                         Deleted options
          Shell rule                 Current rule             rule
------------------------------------------------------------------------
General 9, Section 1(c).......  3503. Conduct           Options 9,
                                 Inconsistent with       Section 1.
                                 Just and Equitable
                                 Principles of Trade.
General 9, Section 1(d).......  3504. Acts Detrimental  Options 9,
                                 to the Interest or      Section 5.
                                 Welfare of the
                                 Exchange.
General 9, Section 5..........  3507. Telemarketing...  Options 10,
                                                         Section 23.
General 9, Section 37.........  3506. Anti-Money        Options 9,
                                 Laundering Compliance   Section 21.
                                 Program.
------------------------------------------------------------------------

    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.
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    \8\ See 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'').

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[[Page 8968]]

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\
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    \9\ See note 5 above.

------------------------------------------------------------------------
              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 Up-Limit 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.
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

[[Page 8969]]

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 Free-Riding
                                        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 Commodity-
                                        Related 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``.
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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
    \12\ See supra note 3.
---------------------------------------------------------------------------

    The Exchange is not substantively amending rule text. The 
renumbering, re-lettering, deleting reserved and already deleted rules, 
amending cross-references 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

[[Page 8970]]

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 19b-
4(f)(6) thereunder.\14\
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    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
    \17\ For 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).
---------------------------------------------------------------------------

    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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#f183849d94dc929e9c9c949f8582b1829492df969e87"><span class="__cf_email__" data-cfemail="0173746d642c626e6c6c646f7572417264622f666e77">[email protected]</span></a>. Please include 
File Number SR-Phlx-2021-04 on the subject line.

Paper Comments

    <bullet> 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\
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    \18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02709 Filed 2-9-21; 8:45 am]
BILLING CODE 8011-01-P


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