10116 Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 

stocks: Rule 614(e) requires the 

participants to the effective national 

market system plan(s) for NMS stocks to 

submit an amendment to such plan(s) 

within 150 days of the effectiveness of 

the amendments that contain certain 

specified provisions. 

7. Collection and dissemination of 

information by national securities 

exchanges and national securities 

associations: The amendment to Rule 

603(b) requires every national securities 

exchange on which an NMS stock is 

traded and the national securities 

association to make available to all 

competing consolidators and selfaggregators all information with respect 

to quotations for and transactions in 

NMS stocks, including all data 

necessary to generate consolidated 

market data products, in the same 

manner and using the same methods, 

including all methods of access and 

using the same format as such exchange 

or association makes available any 

information with respect to quotations 

for and transactions in NMS stocks to 

any person. 

These collections of information are 

necessary to further the national market 

system objectives set forth in Section 

11A(a)(1) of the Exchange Act. Without 

Rules 603 and 614, the Commission 

would be unable to fulfill these 

statutory responsibilities. 

The staff estimates that 8 entities may 

register as competing consolidators and 

therefore are subject to the collection of 

information described in paragraph 1 

through 5 above. The staff estimates that 

there are 19 entities that are subject to 

the collection of information described 

in paragraph 6 above. The staff 

estimates that there are 17 entities that 

are subject to the collection of 

information described in paragraph 7 

above. The staff estimates that the 

aggregate annual compliance burden for 

the industry is 35,715 hours and 

$45,611,043. 

Compliance with Rules 603 and 614 

is mandatory. Competing consolidators 

are required to keep and preserve at 

least one copy of all documents, 

including all correspondence, 

memoranda, papers, books, notices, 

accounts, and such other records as 

shall be made or received by it in the 

course of its business as such and in the 

conduct of its business. Competing 

consolidators must keep these 

documents for a period of no less than 

five years, the first two years in an 

easily accessible place. This 

requirement is consistent with current 

SEC rules for SROs. The Form CC and 

amendments to the effective national 

market system plan(s) will not be 

confidential; they will be posted on the 

Commission’s public website. 

Competing consolidators will make 

available to subscribers consolidated 

market data products, which therefore 

will not be confidential. Competing 

consolidator records will be available to 

the Commission and other regulators. 

The reports and reviews of competing 

consolidators will be published on 

competing consolidator websites and 

will not be confidential. Finally, the 

exchanges and associations will make 

available to competing consolidators 

and self-aggregators quotation and 

transaction information. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

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 by 

April 15, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: February 8, 2024. 

Sherry R. Haywood 

Assistant Secretary. 

[FR Doc. 2024–02951 Filed 2–12–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–072, OMB Control No. 

3235–0076] 

Proposed Collection; Comment 

Request; Extension: Regulation D 

(Form D) 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

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 

(‘‘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 D (17 CFR 239.500) is a notice 

of sales filed by issuers making an 

offering of securities in reliance on an 

exemption under Regulation D (17 CFR 

230.501 et seq.) or Section 4(a)(5) of the 

Securities Act of 1933 (15 U.S.C. 

77d(a)(5)). Regulation D sets forth rules 

governing the limited offer and sale of 

securities without Securities Act 

registration. The purpose of Form D is 

to collect empirical data, which 

provides a continuing basis for action by 

the Commission either in terms of 

amending existing rules and regulations 

or proposing new ones. In addition, the 

Form D allows the Commission to elicit 

information necessary in assessing the 

effectiveness of Regulation D (17 CFR 

230.501 et seq.) and Section 4(6) of the 

Securities Act of 1933 (15 U.S.C. 77d(6)) 

as capital-raising devices for all 

businesses. Approximately 38,735 

issuers file Form D and it takes 

approximately 5 hours per response. We 

estimate that 25% of 5 hours per 

response (1.25 hour per response) is 

prepared by the issuer for an annual 

reporting burden 48,419 hours (1.25 

hour per response × 38,735 responses). 

Written comments are invited on: (a) 

whether this 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 imposed by 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 by April 15, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 30 / Tuesday, February 13, 2024 / Notices 10117 

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

2 17 CFR 240.19b–4. 

3The proposed changes were initially filed on 

November 16, 2023, as SR–Phlx–2023–51. On 

December 5, 2023, SR–Phlx–2023–51 was 

withdrawn and replaced with SR–Phlx–2023–57. 

On January 29, 2024, SR–Phlx–2023–57 was 

withdrawn and replaced with the instant filing to 

provide additional detail regarding the proposal. 

4The Best Bid and Offer includes aggregate size 

information based on displayable order and quoting 

interest on the Exchange. 

5See PHLX, ‘‘Top of Phlx Options,’’ available at 

https://www.nasdaqtrader.com/Micro.aspx?id=

TOPO#:∼:text=Top%20of%20PHLX%20

Options%20(TOPO,in%20the%20

consolidated%20market%20feed. 

6See Options 3 (Options Trading Rules), Section 

23(a)(1) (Data Feeds and Trade Information) (‘‘The 

data contained in the TOPO data feed is identical 

to the data simultaneously sent to the processor for 

the OPRA and subscribers of the data feed.’’). 

7See, e.g., Nasdaq, ‘‘Top of Phlx Options Interface 

Specifications, Version 3.4’’ Section 4.3 available at 

https://www.nasdaqtrader.com/content/technical

support/specifications/dataproducts/topofphlx.pdf 

(describing the start of day options directory 

message, which lists all symbols eligible for the 

auction process). 

8See Options 7, Section 10 (Proprietary Data Feed 

Fees) (Top of PHLX Options) (‘‘A ‘distributor’ of 

Nasdaq PHLX data is any entity that receives a feed 

or data file . . . directly from Nasdaq PHLX or 

indirectly through another entity and then 

distributes it either internally (within that entity) or 

externally (outside that entity). All distributors 

execute a Nasdaq PHLX distributor agreement.’’). 

9See id. 

10See id. (‘‘A Non-Professional Subscriber is a 

natural person who is neither: (i) registered or 

qualified in any capacity with the Commission, the 

Commodities Futures Trading Commission, any 

state securities agency, any securities exchange or 

association, or any commodities or futures contract 

market or association; (ii) engaged as an ‘investment 

adviser’ as that term is defined in Section 201(11) 

of the Investment Advisors Act of 1940 (whether or 

not registered or qualified under that Act); nor (iii) 

employed by a bank or other organization exempt 

from registration under federal or state securities 

laws to perform functions that would require 

registration or qualification if such functions were 

performed for an organization not so exempt. A 

Non-Professional Subscriber may only use the data 

provided for personal purposes and not for any 

commercial purpose.’’). 

11See id. (‘‘A Professional Subscriber is any 

Subscriber that is not a Non-Professional 

Subscriber. If the Nasdaq Subscriber agreement is 

signed in the name of a business or commercial 

entity, such entity would be considered a 

Professional Subscriber.’’). 

12See Securities Exchange Act Release No. 68576 

(January 3, 2013), 78 FR 1886 (January 9, 2013) (SR– 

Phlx–2012–145). 

13See Options 3 (Options Trading Rules), Section 

23(a)(2) (Data Feeds and Trade Information). 

14See Options 3 (Options Trading Rules), Section 

23(a)(2) (Data Feeds and Trade Information); 

Section 14(a)(i) (‘‘Complex Order. For purposes of 

the electronic trading of Complex Orders, a 

Complex Order is an order involving the 

simultaneous purchase and/or sale of two or more 

different options series in the same underlying 

security, priced as a net debit or credit based on the 

relative prices of the individual components, for the 

same account, for the purpose of executing a 

particular investment strategy.’’). 

15See Nasdaq, ‘‘PHLX Orders,’’ available at 

https://www.nasdaqtrader.com/Micro.aspx?id=

PHLXOrders. 

16See Options 3 (Options Trading Rules), Section 

23(a)(2); Section 13 (Price Improvement XL) (‘‘A 

member may electronically submit for execution an 

order it represents as agent on behalf of a Public 

Customer, broker-dealer, or any other entity (‘PIXL 

Order’) against principal interest or against any 

other order (except as provided in sub-paragraph 

(a)(6) below) it represents as agent (an ‘Initiating 

Order’) provided it submits the PIXL Order for 

electronic execution into the PIXL Auction 

(‘Auction’) pursuant to this Rule.’’). 

17See Options 3, Section 14(e) (describing the 

process for the Complex Order Live Auction 

(‘‘COLA’’)). 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: February 7, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02856 Filed 2–12–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99491; File No. SR–Phlx– 

2024–03] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Exchanges 

Fees for Top of PHLX Options (TOPO), 

PHLX Orders, and TOPO Plus Orders 

February 7, 2024. 

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 

29, 2024, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, 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 amend the 

Exchange’s fees for Top of PHLX 

Options (TOPO), PHLX Orders, and 

TOPO Plus Orders. 

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 the proposed rule 

change is to amend the Exchange’s 

proprietary data fees for Top of PHLX 

Options (‘‘TOPO’’), PHLX Orders, and 

TOPO Plus Orders at Options 7, Section 

10.3

Top of PHLX Options (‘‘TOPO’’) 

TOPO is a direct data feed that 

provides subscribers with PHLX Best 

Bid and Offer (‘‘BBO’’) 4 and last sale 

information.5 The data distributed on 

TOPO is identical to the data 

simultaneously sent to the Options Price 

Reporting Authority (‘‘OPRA’’).6 The 

TOPO feed also provides administrative 

information to facilitate trading on the 

Exchange such as, for example, the list 

of symbols trading on a particular day.7

TOPO reduces the transmission and 

processing latencies for top of book 

information relative to the OPRA feed 

by avoiding the latencies generated by 

the latter in consolidating data. 

Monthly fees for TOPO are currently 

$2,000 for Internal Distributors,8 $2,500 

for External Distributors,9 $1 for a NonProfessional Subscriber,10 and $40 for a 

Professional Subscriber.11 None of these 

fees have changed for over a decade, 

since January 2013.12

PHLX Orders 

PHLX Orders is a real-time order book 

feed with pricing information for 

displayed orders on the PHLX order 

book.13 The data provided for each 

options series includes the symbols 

(series and underlying security), a put or 

call indicator, expiration date, and the 

strike price of the series. It also provides 

the real-time status of simple and 

complex orders 14 on the order book, 

including new orders and changes to 

orders resting on the PHLX book for all 

PHLX-listed options.15 The PHLX 

Orders feed includes data on the 

opening imbalance, Price Improvement 

XL (PIXL),16 and Complex Order Live 

Auction (COLA).17 A notification 


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