Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 66913 

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

2 17 CFR 240.19b–4. 

to Add Priority Mail & USPS Ground 

Advantage Contract 65 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: September 22, 2023; Filing 

Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Jennaca D. Upperman; Comments Due: 

October 2, 2023. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2023–21253 Filed 9–27–23; 8:45 am] 

BILLING CODE 7710–FW–P 

POSTAL SERVICE 

International Product Change—Priority 

Mail Express International, Priority Mail 

International & First-Class Package 

International Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a Priority 

Mail Express International, Priority Mail 

International & First-Class Package 

International Service contract to the list 

of Negotiated Service Agreements in the 

Competitive Product List in the Mail 

Classification Schedule. 

DATES: Date of notice: September 28, 

2023. 

FOR FURTHER INFORMATION CONTACT: 

Christopher C. Meyerson, (202) 268– 

7820. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on September 13, 

2023, it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Express International, 

Priority Mail International & First-Class 

Package International Service Contract 

27 to Competitive Product List. 

Documents are available at 

www.prc.gov, Docket Nos. MC2023–265 

and CP2023–268. 

Colleen Hibbert-Kapler, 

Attorney, Ethics and Legal Compliance. 

[FR Doc. 2023–21149 Filed 9–27–23; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35022; File No. 812–15481] 

T. Rowe Price OHA Select Private 

Credit Fund and OHA Private Credit 

Advisors LLC 

September 25, 2023. 

AGENCY: Securities and Exchange 

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

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c), 18(i) and section 

61(a) of the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

closed-end management investment 

companies that have elected to be 

regulated as business development 

companies (‘‘BDCs’’) to issue multiple 

classes of shares with varying sales 

loads and asset-based service and/or 

distribution fees. 

APPLICANTS: T. Rowe Price OHA Select 

Private Credit Fund and OHA Private 

Credit Advisors LLC. 

FILING DATES: The application was filed 

on July 5, 2023, and amended on 

September 13, 2023. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 20, 2023, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Gregory S. Rubin, Esq., OHA Private 

Credit Advisors LLC, grubin@

oakhilladvisors.com, with copies to 

Richard Horowitz, Esq., Dechert, LLP, 

richard.horowitz@dechert.com. 

FOR FURTHER INFORMATION CONTACT: 

Laura L. Solomon, Senior Counsel or 

Kyle R. Ahlgren, Branch Chief, at (202) 

551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated 

September 13, 2023, which may be 

obtained via the Commission’s website 

by searching for the file number at the 

top of this document, or for an 

Applicant using the Company name 

search field, on the SEC’s EDGAR 

system. The SEC’s EDGAR system may 

be searched at https://www.sec.gov/ 

edgar/searchedgar/legacy/ 

companysearch.html. You may also call 

the SEC’s Public Reference Room at 

(202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21286 Filed 9–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98489; File No. SR– 

NASDAQ–2023–036] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Rule 4120 and Rule 4753 

September 22, 2023. 

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 12, 2023, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ 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 self-regulatory 

organization. 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 amend 

Rule 4120 (Limit Up-Limit Down and 

Trading Halts) and Rule 4753 (Nasdaq 

Halt Cross) to set forth specific 

requirements for halting and resuming 


ddrumheller on DSK120RN23PROD with NOTICES1
66914 Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 

3Rule 5550(a)(2) specifies that a Company that 

has its Primary Equity Security listed on the Capital 

Market must have a minimum bid price of at least 

$1 per share. See also Rule 5450(a)(1) (Global and 

Global Select Markets). Companies are afforded a 

grace period pursuant to Rule 5810(c)(3)(A) to 

regain compliance. 4 In a separate filing, Nasdaq also proposed 

changes to adopt specific notification and 

disclosure requirements for reverse stock splits. See 

Securities Exchange Act Release No. 98014 (July 28, 

2023), 88 FR 51376 (August 3, 2023) (SR–Nasdaq– 

2023–21). 5The ‘‘Nasdaq Halt Cross’’ is the process for 

determining the price at which Eligible Interest 

shall be executed at the open of trading for a halted 

security and for executing that Eligible Interest. See 

Rule 4753(a)(4). ‘‘Eligible Interest’’ shall mean any 

quotation or any order that has been entered into 

the system and designated with a time-in-force that 

would allow the order to be in force at the time of 

the Halt Cross. See Nasdaq Rule 4753(a)(5). 

6The term ‘‘Post-Market Hours’’ means the period 

of time beginning immediately after the end of 

Market Hours and ending at 8:00 p.m. ET. See 

Nasdaq Rule Equity 1, Section 1(a)(9). 

7 Initiating the halt at approximately 7:50 p.m. 

will provide Nasdaq with a limited buffer to ensure 

that trading in a security that is undergoing a 

reverse stock split will not continue after the close 

of post-market trading. 

8Nasdaq may change the resumption time if, for 

example, there was an Extraordinary Market 

Activity that could interfere with a fair and orderly 

9:00 a.m. resumption. ‘‘Extraordinary Market 

Activity’’ is defined in the Fiftieth Amendment to 

the Joint Self-Regulatory Organization Plan 

Governing the Collection, Consolidation and 

Dissemination of Quotation and Transaction 

Information for Nasdaq-Listed Securities Traded on 

Exchanges on an Unlisted Trading Privileges Basis. 

trading in a security that is subject to a 

reverse stock split. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/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 

In conjunction with the increase in 

overall reverse stock splits in recent 

years, Nasdaq proposes to amend Rule 

4120 and Rule 4753 to set forth specific 

requirements for halting trading in a 

security that is subject to a reverse stock 

split and resuming trading using the 

Nasdaq Halt Cross. Current Rule 4120 

does not specifically list rule reverse 

stock splits in its numerated 

circumstances in which Nasdaq may 

halt trading in a security. The proposed 

amendments will be specific to the 

automatic initiation, pre-market trading 

and opening of a Nasdaq-listed security 

undergoing a reverse stock split. 

Background 

Nasdaq has observed that the current 

market environment has led to an 

increase in reverse stock split activity. 

In 2022, Nasdaq processed 196 reverse 

stock splits, compared to 35 in 2021 and 

98 in 2020. Just in the first quarter of 

2023, Nasdaq processed 78 reverse stock 

splits, and projects significantly more 

throughout 2023. Reverse stock splits 

are often effected by smaller companies 

that do not have broad media or 

research coverage. In most cases, the 

companies are listed on the Capital 

Market tier and are conducting reverse 

stock splits to achieve compliance with 

Nasdaq’s $1 minimum bid price 

requirement.3

Nasdaq believes that the increase in 

companies effecting reverse stock splits 

warrants amendments to the trading halt 

rules to allow for Nasdaq to help reduce 

the potential for errors resulting in a 

material effect on the market resulting 

from market participants’ processing of 

the reverse stock split, including 

incorrect adjustment or entry of orders. 

Nasdaq currently processes reverse 

stock splits overnight, with the security 

opening for trading at 4:00 a.m. EST in 

the pre-market hours (i.e., the trading 

session between 4:00 a.m. to 9:30 a.m. 

EST) on a split-adjusted basis. Recently, 

market participants have expressed 

concerns with allowing trading on an 

adjusted basis at 4:00 a.m., noting that 

it is not optimal because system errors 

or problems with orders may go 

unnoticed for a period of time when a 

security that has undergone a reverse 

stock split opens for trading with the 

other thousands of securities. These 

errors have the potential to adversely 

affect investors, market participants and 

the issuer.4 For example, in one recent 

instance problems in connection with 

the processing of a reverse stock split 

resulted in a broker executing trades 

selling more shares than customers held 

in their accounts, resulting in a 

temporary short position. 

As such, Nasdaq believes it is 

appropriate to impose a regulatory halt, 

which would prohibit pre-market 

trading immediately after a reverse stock 

split and open trading in such securities 

using the Nasdaq Halt Cross 5 process 

set forth in Rule 4753. The proposed 

new rule will allow for Nasdaq and 

market participants to better detect any 

errors or problems with orders for the 

security resulting from the reverse stock 

split before trading in the security 

begins and thereby avoid any material 

effect on the market. 

Description of the Proposed 

Amendment 

Nasdaq is proposing to: (1) amend 

Rule 4120(a) to provide the Exchange 

with explicit authority to declare a 

trading halt before the end of PostMarket Hours 6 on the day immediately 

before the market effective date of a 

reverse stock split; and (2) amend Rule 

4120(c) to include this halt in the 

existing procedures for initiating and 

terminating a trading halt. More 

specifically, proposed Rule 4120(a)(14) 

provides that Nasdaq shall halt trading 

of a security for which Nasdaq is the 

primary listing market before the end of 

the Post-Market Hours on the day 

immediately before the market effective 

date of a reverse stock split. A trading 

halt due to a reverse stock split will be 

mandatory pursuant to proposed Rule 

4120(a)(14). Nasdaq also proposes to 

modify Rule 4120(c)(7)(A) to include the 

new halt authority proposed in Rule 

4120(a)(14) in the reopening process 

currently applicable to halts under 

Rules 4120(a)(1), (4), (5), (6), (9), (10) 

and (11). In general, Nasdaq expects to 

initiate the halt at 7:50 p.m., prior to the 

close of post-market trading at 8:00 p.m. 

on the day immediately before the split 

is effective,7 and resume trading at 9:00 

a.m. on the day the split is effective.8

Nasdaq believes that this halt and 

delayed opening will give sufficient 

time for investors to review their orders 

and the quotes for the security and 

allow market participants to ensure that 

their systems have properly adjusted for 

the reverse stock split. 

Nasdaq is also proposing to update 

Rule 4753(b) to include proposed Rule 

4120(a)(14) in the list of numerated 

provisions that would be subject to the 

Nasdaq Halt Cross. As such, any 

security that is subject to a reverse stock 

split will be reopened using the Nasdaq 

Halt Cross prior to trading during 

market hours. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with the 

requirements of the Act and the rules 

and regulations thereunder that are 

applicable to a national securities 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 66915 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 11 15 U.S.C. 78f(b)(5). 

exchange, and, in particular, with the 

requirements of section 6(b) of the Act.9

Specifically, the proposal is consistent 

with section 6(b)(5) of the Act 10 because 

it would promote just and equitable 

principles of trade, remove 

impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest. 

As described above, the Exchange is 

seeking to amend rules related to halting 

and resuming trading in U.S.-listed 

equity securities subject to a reverse 

stock split. The Exchange believes that 

establishing a reverse stock split trading 

halt rule will protect investors by giving 

the Exchange automatic authority to act 

in situations where it is necessary to 

maintain fair and orderly markets. It 

will also ensure that the process for 

resuming trading following a reverse 

stock split halt is consistent with other 

types of halts initiated by Nasdaq. 

Currently, none of the provisions in 

Rule 4120 provide authority to preemptively halt during pre-market hours 

the trading in a security undergoing a 

significant corporate action that could 

lead to investor or market confusion. 

The Exchange believes that the 

proposed amendments will provide 

greater transparency and clarity with 

respect to the manner in which trading 

will be halted due to a reverse stock 

split, and the process through which 

that halt will be implemented and 

terminated. Particularly, Nasdaq will 

not have the discretion of determining 

when to halt a security following a 

reverse stock split. Rather, following the 

reverse stock split of the security for 

which Nasdaq is the primary listing 

market, trading in the security will 

automatically halt prior to the close of 

post-market trading at 8:00 p.m. The 

proposed changes seek to achieve 

consistency with respect to the 

initiation and termination of a trading 

halt with respect to securities that have 

undergone a reverse stock split, while 

maintaining a fair and orderly market, 

protecting investors and protecting the 

public interest. 

Additionally, establishing a 

mandatory trading halt for securities 

that have undergone a reverse stock 

split and resuming trading thereafter 

promotes fair and orderly markets and 

the protection of investors, because it 

encourages Nasdaq to consider the 

broader interests of the national market 

system and addresses potential concerns 

that system errors may affect immediate 

trading in those securities. Based on the 

foregoing, the Exchange believes that 

the proposed rules are consistent with 

section 6(b)(5) of the Act 11 because they 

will promote just and equitable 

principles of trade and will remove any 

impediments to a free and open market 

and a national market system by 

allowing sufficient time for investors to 

review their orders and the quotes for a 

security that has undergone a reverse 

stock split, and allow market 

participants to ensure that their systems 

have properly accounted for the reverse 

stock split. As discussed previously, the 

Exchange believes that the proposed 

amendments establishing the authority 

and process for reverse stock split 

trading halts and the resumption of 

trading is consistent with the Act, 

which itself imposes obligations on 

exchanges with respect to issuers that 

are listed. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange believes the proposal is 

consistent with section 6(b)(8) of the Act 

in that it does not impose any burden 

on competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act as explained below. 

The Exchange believes the proposal 

will not impose a burden on intermarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act because the 

proposed rule change is designed to 

protect investors and facilitate a fair and 

orderly market, which are both 

important purposes of the Act. To the 

extent that there is any impact on 

intermarket competition, it is incidental 

to these objectives. 

The Exchange does not believe that 

the proposed rule change imposes a 

burden on intra-market competition 

because the provisions apply to all 

market participants and issuers equally. 

In addition, information regarding the 

halting and resumption of trading will 

be disseminated using several freely 

accessible sources to ensure broad 

availability of information offered by the 

Exchange that are available to 

subscribers. 

In addition, the proposals include 

provisions related to the declaration and 

timing of trading halts and the 

resumption of trading designed to avoid 

any advantage to those who can react 

more quickly than other participants. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or such longer period up to 90 

days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2023–036 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–NASDAQ–2023–036. 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 (https://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 


ddrumheller on DSK120RN23PROD with NOTICES1
66916 Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 

12 17 CFR 200.30–3(a)(12). 

1Attached hereto as Exhibit A. See also Letter 

from Richard Pullano, Vice President and Associate 

General Counsel, FINRA, to Devin Ryan, Assistant 

Director, Office of Chief Counsel and Moshe 

Rothman, Assistant Director, Office of Clearance 

and Settlement, Division of Trading and Markets, 

dated September 22, 2023 (‘‘FINRA Letter’’). 

2 17 CFR 240.17f–2(c). 

3 15 U.S.C. 78a et seq. 

4See Exchange Act Release No. 93511 (November 

2, 2021), 86 FR 61801 (November 8, 2021), https:// 

www.sec.gov/files/rules/other/2021/34-93511.pdf 

(Declaration of Effectiveness of the Fingerprint Plan 

of the Financial Industry Regulatory Authority, Inc. 

(‘‘2021 Declaration’’)). See also Letter from Richard 

E. Pullano, Vice President and Associate General 

Counsel, FINRA, to Devin Ryan, Assistant Director, 

Office of Chief Counsel, Division of Trading and 

Markets, Commission, dated October 28, 2021, 

https://www.sec.gov/files/rules/other/2021/finraincoming-fingerprint-plan-cover-letter.pdf (‘‘FINRA 

October 2021 Letter’’). 

5See FINRA Letter at 1. See id. at 3, n.8. See also 

2021 Declaration at 5–6, 12 (describing 

fingerprinting processing for transfer agent and 

clearing agency personnel). As FINRA notes, as a 

result of the 2021 Fingerprint Plan transition, the 

percentage of fingerprints processed through 

FINRA’s fingerprint platform decreased by 97 

percent. See FINRA Letter at 1, n.3. 

6See FINRA Letter at 1. FINRA states that, for 

over 20 years, it directly channeled fingerprints of 

transfer agent and clearing agency personnel to the 

Federal Bureau of Investigation (‘‘FBI’’) using a 

proprietary platform that used vendor-provided 

software and specialized communications 

equipment. Although FINRA continues to process 

fingerprints submitted by transfer agents and 

clearing agencies, it soon will no longer have the 

ability to directly channel fingerprints to the FBI as 

its fingerprint processing platform must be retired. 

Specifically, in addition to the vendor 

discontinuing the software used for the platform 

and ceasing to support the software, FINRA learned 

in late 2022 that other software (an unrelated server 

product) that is integral to the platform’s operation 

will no longer be supported after October 10, 2023. 

See id. at 1–2. 

7See id. at 1–4. FINRA states that it will continue 

to channel fingerprints for these personnel 

consistent with the 2021 Fingerprint Plan until the 

Plan is declared effective or September 29, 2023, 

whichever is earlier. See Exhibit A, at 1, n.1. 

8See Exhibit A at 1, n.3. See also 2021 

Declaration at 2, n.6 (discussing the FBI’s 

conditional approval of FINRA using a specified 

FBI-Approved Channel Partner). 

9See FINRA Letter at 3–4. 

10See id. at 3. FINRA states that no additional 

action is needed by the FBI to implement this 

interim measure because the FBI’s 2021 approval of 

FINRA’s outsourcing of its fingerprint channeling 

responsibilities extends to all entities identified in 

Exchange Act section 17(f)(2), including transfer 

agents and clearing agencies. See FINRA Letter at 

3, n. 10 (citing letter from Chasity S. Anderson, FBI 

Compact Officer, National Crime Prevention and 

Privacy Compact Council Office, FBI, to Derek W. 

Linden, Executive Vice President, FINRA, dated 

September 28, 2021), https://www.sec.gov/files/ 

rules/other/2021/fbi-compact-officer-approvalletter.pdf. 

11See id. at 1, 4. For purposes of the Plan, brokerdealer personnel includes personnel of FINRA 

members and other broker-dealers required to be 

fingerprinted pursuant to Exchange Act section 

17(f)(2) and Rule 17f–2 thereunder. The term 

‘‘members,’’ as used in the Plan, includes Capital 

Acquisition Brokers, Funding Portals and 

applicants for FINRA membership. See Exhibit A at 

1–2, n.2. 

12See id. at 1, 4. FINRA’s 2021 transition to the 

FBI-Approved Channel Partner provides brokerdealers an efficient option to comply with the 

fingerprinting requirements in section 17(f)(2) and 

enables FINRA to fulfill its critical regulatory 

responsibilities for those entities. The 2021 

transition similarly enables FINRA to efficiently 

fingerprint its officers, directors, employees and 

contractors consistent with New York General 

Business Law Section 359–e and Exchange Act 

section 17(f)(2) and thereby safeguard against 

potential threats to FINRA personnel, facilities and 

records. As a result of the 2021 transition, the 

percentage of fingerprints processed through 

FINRA’s fingerprint platform decreased by 97 

percent. See id. at 1, n.3. See also 2021 Declaration 

at 4–6, 11–13. 

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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2023–036 and should be 

submitted on or before October 19, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21136 Filed 9–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98488] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Declaration of 

Effectiveness of the Fingerprint Plan of 

the Financial Industry Regulatory 

Authority, Inc. 

September 22, 2023. 

On September 22, 2023, the Financial 

Industry Regulatory Authority, Inc. 

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

Exchange Commission (‘‘Commission’’ 

or ‘‘SEC’’) a new fingerprint plan 

(‘‘Plan’’) 1 pursuant to Rule 17f–2(c) 2

under the Securities Exchange Act of 

1934 (‘‘Exchange Act’’ or ‘‘Act’’).3 The 

Plan supersedes and replaces FINRA’s 

current fingerprint plan, which was 

declared effective for the Commission 

by the Division of Trading and Markets, 

pursuant to delegated authority, on 

November 2, 2021 (‘‘2021 Fingerprint 

Plan’’).4

As discussed in the FINRA Letter, 

historically FINRA has processed 

fingerprints submitted from registered 

transfer agent and registered clearing 

agency (hereinafter referred to as 

‘‘transfer agents’’ and ‘‘clearing 

agencies’’) personnel who are required 

to be fingerprinted using FINRA’s 

fingerprint processing platform.5 FINRA 

states that the new Plan is necessary 

because FINRA must retire its 

fingerprint processing platform, due to 

the termination of support of essential 

software used by the platform.6 Because 

its fingerprint processing platform will 

no longer be supported, FINRA states 

that there is an exigent need to provide 

an option for transfer agents and 

clearing agencies that are currently 

using FINRA to meet the Exchange Act 

fingerprinting requirement.7

Accordingly, FINRA is adopting a new 

Plan to reflect that it has arranged for its 

FBI-approved channeler (‘‘FBIApproved Channel Partner’’) 8 to serve, 

on an interim basis, as a fingerprinting 

option for transfer agents and clearing 

agencies that elect to use it.9 FINRA 

states that it will continue to work with 

SEC and FBI staff to find a more 

permanent solution that does not 

involve FINRA acting in a channeler 

role for transfer agents and clearing 

agencies.10 Importantly, FINRA explains 

that the new Plan will continue, without 

any changes, the processes established 

under the 2021 Fingerprint Plan for 

broker-dealer personnel,11 as well as 

FINRA’s officers, directors, employees 

and contractors, and will extend such 

processes to personnel of transfer agents 

and clearing agencies with respect to the 

use of its FBI-Approved Channel 

Partner.12

For the reasons discussed below, the 

Commission finds that, pursuant to Rule 

17f–2(c) of the Exchange Act, the Plan 

is not inconsistent with the public 

interest and the protection of investors 

and, therefore, declares the Plan to be 

effective. 

1. Applicable Standard 

Section 17(f)(2) of the Act provides, in 

pertinent part, that ‘‘every member of a 

national securities exchange, broker, 

dealer, registered transfer agent and 

registered clearing agency . . . and 

national securities association shall 

require that each of its partners, 

directors, officers, and employees be 

fingerprinted and shall submit such 

fingerprints, or cause the same to be 

submitted, to the Attorney General of 

the United States for identification and 


ddrumheller on DSK120RN23PROD with NOTICES1