53524 Federal Register / Vol. 74, No. 200 / Monday, October 19, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3Rule 600 of SEC Regulation NMS defines ‘‘NMS 

stock’’ as any ‘‘NMS security’’ other than an option, 

and further defines ‘‘NMS security’’ as any security 

or class of securities for which transaction reports 

are collected, processed, and made available 

pursuant to an effective transaction reporting plan, 

or an effective national market system plan for 

reporting transactions in listed options. 4FINRA Rule 6420 defines ‘‘OTC Equity 

Security’’ as any non-exchange-listed security and 

certain exchange-listed securities that do not 

otherwise qualify for real-time trade reporting. 5By letter dated July 2, 2009, and as discussed 

in subsequent conversations, SEC staff requested 

that FINRA publish on its Web site certain daily 

short sale volume files and monthly short sale 

transaction files. SEC staff stated that it believes 

that the publication of this data, and the resulting 

increased market transparency, may help bolster 

investor confidence and thereby help promote 

capital formation. 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copy Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: 

Form N–5, SEC File No. 270–172, OMB 

Control No. 3235–0169. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Form N–5 (17 CFR 239.24 and 

274.5)—Registration Statement of Small 

Business Investment Companies Under 

the Securities Act of 1933 (15 U.S.C. 77a 

et seq.) and the Investment Company 

Act of 1940 (15 U.S.C. 80a–1 et seq.) 

Form N–5 is the integrated registration 

statement form adopted by the 

Commission for use by a small business 

investment company which has been 

licensed as such under the Small 

Business Investment Act of 1958 and 

has been notified by the Small Business 

Administration that the company may 

submit a license application, to register 

its securities under the Securities Act of 

1933 (‘‘Securities Act’’), and to register 

as an investment company under 

section 8 of the Investment Company 

Act of 1940 (‘‘Investment Company 

Act’’). The purpose of registration under 

the Securities Act is to ensure that 

investors are provided with material 

information concerning securities 

offered for public sale that will permit 

investors to make informed decisions 

regarding such securities. The 

Commission staff reviews the 

registration statements for the adequacy 

and accuracy of the disclosure 

contained therein. Without Form N–5, 

the Commission would be unable to 

carry out the requirements of the 

Securities Act and the Investment 

Company Act for registration of small 

business investment companies. The 

respondents to the collection of 

information are small business 

investment companies seeking to 

register under the Investment Company 

Act and to register their securities for 

sale to the public under the Securities 

Act. The estimated number of 

respondents is one and the proposed 

frequency of response is annually. The 

estimate of the total annual reporting 

burden of the collection of information 

is approximately 352 hours per 

respondent, for a total annual burden of 

352 hours. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. 

Dated: October 13, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–25115 Filed 10–16–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60807; File No. SR–FINRA– 

2009–064] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Order Granting Accelerated Approval 

of Proposed Rule Change Relating to 

the Publication of Certain Daily and 

Monthly Short Sale Data on the FINRA 

Web Site 

October 9, 2009. 

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 

September 24, 2009, Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which Items 

have been substantially prepared by 

FINRA. The Commission is publishing 

this notice to solicit comments on the 

proposed rule change from interested 

persons and simultaneously approving 

the proposed rule change on an 

accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing a rule change 

relating to the publication of certain 

daily and monthly short sale data on the 

FINRA Web site. FINRA is not 

proposing any textual changes to the ByLaws, Schedules to the By-Laws, or 

Rules of FINRA. 

The text of the proposed rule change 

is available on FINRA’s Web site at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA 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. FINRA 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 

In coordination with SEC staff, FINRA 

is publishing on its Web site: (1) 

aggregate daily short sale volume data 

by security for NMS stocks 3 and OTC 

Equity Securities,4 and (2) monthly 

short sale transaction data by security 

for NMS stocks.5 Due to the more 


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Federal Register / Vol. 74, No. 200 / Monday, October 19, 2009 / Notices 53525 

6See 17 CFR 242.600(b)(64) (defining ‘‘regular 

trading hours’’). 

7Transactions may be reported through the 

Alternative Display Facility (‘‘ADF’’), a Trade 

Reporting Facility (‘‘TRF’’), or through the OTC 

Reporting Facility (‘‘ORF’’). The ADF, TRFs and 

ORF are collectively referred to herein as the 

‘‘FINRA Facilities.’’ Trades in certain classes of 

securities, such as Rule 144A securities, are 

reported to the ORF, but not disseminated. Nondisseminated securities will not be included in 

either the daily short sale volume file or the 

monthly short sale transaction file. 

8Certain OTC transactions (e.g., riskless principal 

and agency transactions where one member is 

acting on behalf of another member) are reported to 

FINRA in related tape and non-tape reports. Tape 

reports are submitted to FINRA for public 

dissemination by the appropriate exclusive 

Securities Information Processor (‘‘SIP’’), while 

non-tape reports are submitted to FINRA, but are 

not submitted to the SIP for public dissemination. 

FINRA will not be including non-tape reports in 

either the daily short sale volume file or the 

monthly short sale transaction file. Accordingly, in 

those instances where the short sale indicator is 

only included in the related non-tape report, the 

short sale data published in the daily and monthly 

files may be under-inclusive. Similarly, the 

published figures will not include odd lots since 

these transactions are not disseminated to the 

consolidated tape. 

9While initial publication of the daily short sale 

volume file will not commence until fourth quarter 

2009, once published, the data will include daily 

files from August 3rd, 2009. FINRA will retain one 

year of historical short sale data from the date of 

initial publication onward on a rolling basis. 

10The filename will contain the trading date and 

the reporting SRO (EEEEshvolYYYYMMDD.txt 

where EEEE represents the reporting SRO and 

YYYYMMDD represents the date). 

11While members generally are required to report 

trades in equity securities to FINRA within 90 

seconds, a firm could improperly delay reporting of 

short sales until well after the close, which would 

result in the under-reporting of over-the-counter 

short sale volume. Delaying the reporting of trades 

for such a purpose would be considered a violation 

of the applicable trade reporting rules and Rule 

2010 (Standards of Commercial Honor and 

Principles of Trade). 

12See Securities Exchange Act Release No. 50104 

(July 28, 2004), 69 FR 48032 (Aug. 6, 2004). 

13See supra note 8. 

14The data files will include a ‘‘link indicator’’ 

field, which would provide a market center defined 

character variable to flag records that may have 

been difficult to match to tape data. This indicator 

was intended to allow for the dissection of trades 

that are bulk-reported to the tape; however, because 

FINRA does not bulk report trades to the tape, this 

field is not applicable and, therefore, will be left 

blank. 

15The ADF, NYSE TRF and NASDAQ TRF files 

are currently separately designated. FINRA intends 

at a later date to consolidate the TRF and ADF files 

in a user-friendly manner. 

manual, member-driven reporting 

structure inherent in the over-thecounter market, FINRA notes that data 

imperfections may be more likely than 

with similar reporting by the exchanges. 

FINRA is filing this proposed rule 

change to describe the content and 

parameters of the short sale data files 

that will be made publicly available on 

the FINRA Web site. 

Daily Short Sale Volume File 

For each trading date, FINRA will 

post on its Web site the daily short sale 

volume file within a reasonable amount 

of time after the end of regular trading 

hours on that trading day.6 As a general 

rule, aggregate short sale volume for 

equity securities executed and reported 

to any of the FINRA Facilities during 

regular trading hours will be included 

in the file.7 The daily short sale volume 

file will provide information on the 

aggregate volume of short sales reported 

to a consolidated tape out of the total 

volume of executed trades during 

regular trading hours on each trading 

day.8

FINRA expects to begin publishing 

the daily short sale volume file on a 

going forward basis in October 2009, but 

no later than the end of fourth quarter 

2009.9 Specifically, the Short Sale 

Volume File will include the following 

fields: 10

Field name Field description 

Date ...................................................... Trade date (YYYYMMDD). 

Symbol .................................................. Trading symbol. 

Short Volume ........................................ Aggregate reported share volume of executed short sale trades during regular trading hours. 

Total Volume ........................................ Aggregate reported share volume of all executed trades during regular trading hours. 

Market ................................................... CTA market identifier. 

FINRA will not incorporate trading 

information into the daily short sale 

volume file that has not been executed 

and reported within the trading day.11

Further, FINRA will not retroactively 

apply ‘‘as of’’ and ‘‘reversal’’ 

transactions to update the daily 

statistics. 

Monthly Short Sale Transaction File 

For each trading month, FINRA will 

post on its Web site a monthly short sale 

transaction file by no later than the last 

day of the following calendar month 

that includes, among other things, trade 

details including the transaction time, 

price and number of shares for every 

short sale transaction in an NMS stock. 

The monthly short sale transaction file 

request is similar to, but not the same 

as, the instructions for the Regulation 

SHO Pilot data.12 FINRA began 

publishing the monthly short sale 

transaction, with the initial file for the 

month of August 2009 posted on 

September 30, 2009 (the last day of the 

following calendar month). 

FINRA’s monthly short sale 

transaction file includes all short sales 

reported to a TRF or the ADF and 

reported by FINRA to a tape plan.13

Unlike the daily short sale volume file, 

the monthly short sale transaction file 

includes short sale transactions that are 

reported both during regular trading 

hours as well as after-hours. While 

FINRA is not including reversals in the 

monthly short sale transaction file, the 

original reversed trade is included. 

FINRA is also including in each 

monthly transaction file any ‘‘as of’’ 

trades that were executed and reported 

within each given month. 

The Monthly Short Sale Transaction 

files contain the following 

information: 14

—Market center: As reported on the 

tape.15

—Ticker symbol: CT/CQ, TAQ, or 

symbols used for trading by the 

market center. 

—Report Date: Date that the trade was 

reported to the tape. 

—Reported Trade Time: In military 

time, Eastern Time. 

—Size of the Trade: Number of shares 

in mixed or round lots as reported to 

the tape. 

—Price of the Trade: Exactly as reported 

to the tape. 

Other Issues 

Once the Daily Short Sale Volume 

File is made publicly available at the 

end of each trading day, FINRA notes 

that users of such data should not 

expect the daily and monthly data to 

reconcile because, among other things, 

monthly transaction data will include 

reporting through the end of FINRA 

transaction reporting hours that 

terminate as late as 8 p.m., while daily 

volume reports will only include 

volume reported during regular trading 

hours. 

Information relating to market maker 

or supplemental liquidity provider 

status is not currently included in the 

trade report submission; thus, FINRA 

currently is unable to separately identify 


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53526 Federal Register / Vol. 74, No. 200 / Monday, October 19, 2009 / Notices 

16 15 U.S.C. 78o–3(b)(6). 17 15 U.S.C. 78s(b)(2). 18 15 U.S.C. 78o–3(b)(6). 

19 In approving this proposed rule change, the 

Commission has considered its impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

20 15 U.S.C. 78o–3(b)(6). 

21 15 U.S.C. 78o–3(b)(6). 

22 15 U.S.C. 78s(b)(2). 

23 15 U.S.C. 78s(b)(2). 

24 17 CFR 200.30–3(a)(12). 

the trades of equity market makers and 

supplemental liquidity providers in the 

monthly short sale transaction file. 

Therefore, the ‘‘short type’’ field will 

include a value of ‘‘S’’ in all cases. 

FINRA will retain on the FINRA Web 

site one year of historical monthly short 

sale transaction data beginning with the 

data published on September 30, 2009. 

The proposed rule change will 

become effective upon Commission 

approval. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,16 which 

requires, among other things, that 

FINRA rules must be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, and, in 

general, to protect investors and the 

public interest. FINRA believes that the 

publication of the requested short sale 

data will result in increased market 

transparency, providing additional 

market information to investors and 

other interested parties. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA 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. 

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. Commission’s Findings and Order 

Granting Accelerated Approval of 

Proposed Rule Change 

Pursuant to Section 19(b)(2) of the 

Act,17 the Commission may not approve 

any proposed rule change prior to the 

30th day after the date of publication of 

the notice of filing thereof, unless the 

Commission finds good cause for so 

doing and publishes its reasons for so 

finding. FINRA also has requested that 

the Commission find good cause for 

approving the proposed rule change 

prior to the 30th day after publication in 

the Federal Register. For the 

Commission to approve a proposed rule 

change proposed by a national securities 

association (i.e., FINRA), the proposed 

rule change must be consistent with the 

requirements of the Act, including 

Section 15A(b)(6) of the Act,18 and the 

rules and regulations thereunder. 

Section 15A(b)(6) of the Act requires, 

among other things, that the rules of a 

national securities association be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, and, in general, to protect 

investors and the public interest. 

After careful consideration, the 

Commission finds that FINRA’s 

proposed rule change relating to the 

publication of certain daily and monthly 

short sale data on the FINRA Web site 

is consistent with the requirements of 

the Act,19 including Section 15A(b)(6) of 

the Act.20 In particular, the Commission 

finds that FINRA’s proposed rule 

change is consistent with Section 

15A(b)(6) of the Act 21 in that it is 

designed to protect investors and the 

public interest. The Commission notes 

that the proposed rule change will 

facilitate public access to short sale 

data, increase market transparency and 

thereby promote capital formation. 

The Commission also finds that 

accelerated approval is appropriate. 

More specifically, accelerated approval 

will allow FINRA to facilitate public 

access to information related to short 

sale volume and transaction data, which 

many self-regulatory organizations are 

already publishing on their respective 

Web sites. 

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–FINRA–2009–064 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–FINRA–2009–064. 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 inspection and copying 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 FINRA. 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 

Number SR–FINRA–2009–064 and 

should be submitted on or before 

November 9, 2009. 

V. Conclusion 

For the foregoing reasons, pursuant to 

Section 19(b)(2) of the Act,22 the 

Commission finds good cause to 

approve the proposed rule change on an 

accelerated basis. 

It is hereby ordered, pursuant to 

Section 19(b)(2) of the Act,23 that the 

proposed rule change (SR–FINRA– 

2009–064) be, and hereby is, approved 

on an accelerated basis. For the 

Commission, by the Division of Trading 

and Markets, pursuant to delegated 

authority.24

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–25002 Filed 10–16–09; 8:45 am] 

BILLING CODE 8011–01–P 


sroberts on DSKD5P82C1PROD with NOTICES