Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 13925 

17For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

18 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 73647 

(November 19, 2014), 79 FR 70232 (November 25, 

2014) (approving SR–NASDAQ–2014–087). 

4 Id. 

5See IM–5910–1(b)(1) and IM–5920–1(b)(1). 

interruption. The Commission believes 

that waiving the 30-day operative delay 

is consistent with the protection of 

investors and the public interest.17 The 

Commission notes that waiving the 30- 

day operative delay would prevent the 

expiration of the Pilot Program prior to 

the extension of the pilot program 

becoming operative. Therefore, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing. 

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

Phlx–2015–22 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2015–22. 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 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 Web site 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; 

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–Phlx– 

2015–22 and should be submitted on or 

before April 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06011 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74472; File No. SR– 

NASDAQ–2015–017] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Provide a 

Limited Price Guarantee to Certain 

Companies That Switch Their Listing 

to Nasdaq From Another Exchange 

March 11, 2015. 

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 February 

25, 2015, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘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 the Substance 

of the Proposed Rule Change 

Nasdaq proposes to provide a limited 

price guarantee to certain companies 

that switch their listing to Nasdaq from 

another securities exchange. The text of 

the proposed rule change is available on 

the Exchange’s Web site at http://

nasdaq.cchwallstreet.com, 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 

Nasdaq recently adopted an allinclusive annual listing fee, which 

simplifies billing and provides 

transparency and certainty to companies 

as to the annual cost of listing.3 This 

new fee structure was designed, 

primarily, to address customer 

complaints about the number and in 

some cases the variable nature of certain 

of Nasdaq’s listing fees. It also provides 

benefits to Nasdaq, including 

eliminating the multiple invoices that 

were sent to a company each year and 

providing more certainty as to revenue.4

While this new fee structure will 

become operative for all listed 

companies in 2018, currently listed 

companies were allowed to elect to be 

subject to the all-inclusive annual 

listing fee effective January 1, 2015, and 

were provided certain incentives to do 

so.5 In addition, because they may have 

made their listing decision based on 

Nasdaq’s prior fee schedule, any 

company that applied to list on Nasdaq 

prior to January 1, 2015, and lists after 

that date, is also provided an 

mstockstill on DSK4VPTVN1PROD with NOTICES

13926 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 

6 IM–5910–1(b)(2) and IM–5910–2(b)(2). 

7See Securities Exchange Act Release No. 51004 

(January 10, 2005), 70 FR 2917 (January 18, 2005) 

(approving SR–NASDAQ–2004–140); Securities 

Exchange Act Release No. 55202 (January 30, 2007), 

72 FR 6017 (February 8, 2007) (approving SR– 

NASDAQ–2006–040). 

8See Release No. 51004, 70 FR at 2917 

(expressing the Commission’s belief that the 

adoption of the waivers now codified in Rules 

5910(a)(7)(i) and (ii) and 5920(a)(7) (i) and (ii) ‘‘may 

ultimately benefit issuers and investors because 

competition among listing markets has the potential 

to enhance the quality of services that listing 

markets provide.’’). 

9The proposed rule change will also modify 

existing rule language to reflect the expiration of the 

January 1, 2015 deadline for listed companies to opt 

in to the all-inclusive fee for 2016. 

10 15 U.S.C. 78f. 

11 15 U.S.C. 78f(b)(4) and (5). 

12The Justice Department noted the intense 

competitive environment for exchange listings. See 

‘‘NASDAQ OMX Group Inc. and 

IntercontinentalExchange Inc. Abandon Their 

Proposed Acquisition of NYSE Euronext After 

Justice Department Threatens Lawsuit’’ (May 16, 

2011), available at http://www.justice.gov/atr/

public/press_releases/2011/271214.htm. 

13 15 U.S.C. 78f(b)(5). 

14See footnote 8, supra. 

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

accommodation: Until December 31, 

2017, such a company will be billed the 

all-inclusive annual fee based on the 

lower of its then-current total shares 

outstanding or the total shares 

outstanding reflected in information 

held by Nasdaq as of the date of listing. 

As such, regardless of any increase in 

shares outstanding, the tier upon which 

the all-inclusive annual fee is based for 

such companies will not increase until 

at least January 1, 2018.6 Companies 

have reacted favorably to the new fee 

program and these incentives. 

Nasdaq now proposes to offer certain 

other newly listing companies the same 

incentive provided to any company that 

applied to list on Nasdaq prior to 

January 1, 2015. Specifically, Rules 

5910(a)(7) and 5920(a)(7) currently 

waive entry fees upon listing on Nasdaq 

for a company that switches from 

another national securities exchange 

(including if it is currently dually listed 

on such exchange) and when an 

unlisted company acquires a company 

listed on another national securities 

exchange and lists on Nasdaq in 

connection with the transaction.7 In 

order to better compete for these 

listings, Nasdaq proposes to charge 

them based on the lower of their shares 

outstanding as of the date of listing or 

at the time of billing until January 1, 

2018. This will provide certainty to the 

companies as to their fee until at least 

2018 and provides an incentive for a 

company to switch its listing to Nasdaq 

sooner than it might otherwise, before 

issuing additional shares that would 

result in the company being in a higher 

fee tier and paying a higher annual fee. 

Nasdaq believes that this proposed 

change will enhance the ability of 

Nasdaq to compete for these listings and 

may ultimately benefit all issuers and 

investors.8

Nasdaq notes that few companies 

qualify for the waivers in Rule 

5910(a)(7) and 5920(a)(7). In addition, it 

is Nasdaq’s experience that a company 

will typically do an extensive review of 

Nasdaq’s requirements before switching 

to Nasdaq, and therefore companies 

present few regulatory issues during the 

first few years after switching. As such, 

while the incentive may be meaningful 

to individual companies considering 

whether, and when, to switch their 

listing, Nasdaq does not believe that 

these incentives, in the aggregate, will 

have any adverse impact on the 

availability of funds for its regulatory 

programs.9

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,10 in 

general and with Sections 6(b)(4) and (5) 

of the Act,11 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among its members, issuers and other 

persons using its facilities, and does not 

unfairly discriminate between 

customers, issuers, brokers or dealers. 

As a preliminary matter, Nasdaq 

competes for listings with other national 

securities exchanges and companies can 

easily choose to list on, or transfer to, 

those alternative venues.12 As a result, 

Nasdaq must carefully tailor its fees and 

incentives to compete with other listing 

venues and Nasdaq cannot charge prices 

in a manner that would be 

unreasonable, inequitable or unfairly 

discriminatory. 

Nasdaq also believes that the 

proposed incentives are reasonable and 

not unfairly discriminatory. These 

incentives would be provided to a 

category of companies aligned with 

another exchange and for which Nasdaq 

must therefore compete aggressively to 

have them transfer their listing. 

Moreover, attracting significant 

companies to switch listing venues to 

Nasdaq promotes the Exchange’s image, 

which benefits all companies listed on 

Nasdaq. For these reasons, Nasdaq has 

already determined to waive entry fees 

for these companies and selecting only 

these companies for the proposed 

incentive is not an unfairly 

discriminatory basis to distinguish 

among companies. 

Finally, Nasdaq believes that the 

proposed fees are consistent with the 

investor protection objectives of Section 

6(b)(5) of the Act 13 in that they are 

designed to promote just and equitable 

principles of trade, to remove 

impediments to a free and open market 

and national market system, and in 

general to protect investors and the 

public interest. Specifically, the 

proposed change will not impact the 

resources available for Nasdaq’s listing 

compliance program, which helps to 

assure that listing standards are 

properly enforced and investors are 

protected. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq 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, as amended. 

The market for listing services is 

extremely competitive and listed 

companies may freely choose alternative 

venues based on the aggregate fees 

assessed, and the value provided by 

each listing. This rule proposal does not 

burden competition with other listing 

venues, which are similarly free to set 

their fees. Further, Nasdaq believes the 

proposed change reflects the existing 

competition between listing venues and 

will further enhance such 

competition.14 For these reasons, 

Nasdaq does not believe that the 

proposed rule change will result in any 

burden on competition for listings. 

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 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.15

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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 

should be approved or disapproved. 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 13927 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2015–017 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–2015–017. 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 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 Web site 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 such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. 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– 

NASDAQ–2015–017, and should be 

submitted on or before April 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06015 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Rule 24b–1. SEC File No. 270–205; OMB 

Control No. 3235–0194. 

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’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the existing collection of 

information provided for in the 

following rule: Rule 24b–1 (17 CFR 

240.24b–1). 

Rule 24b–1 under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) requires a national securities 

exchange to keep and make available for 

public inspection a copy of its 

registration statement and exhibits filed 

with the Commission, along with any 

amendments thereto. 

There are 18 national securities 

exchanges that spend approximately 

one half hour each complying with this 

rule, for an aggregate total compliance 

burden of 9 hours per year. The staff 

estimates that the average cost per 

respondent is $65.18 per year, 

calculated as the costs of copying 

($13.97) plus storage ($51.21), resulting 

in a total cost of compliance for the 

respondents of $1,173.24. 

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. 

The public may view background 

documentation for this information 

collection at the following Web site: 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 

20549, or by sending an email to: PRA_

Mailbox@sec.gov. Comments must be 

submitted to OMB within 30 days of 

this notice. 

Dated: March 10, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–05983 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74479; File No. SR–MIAX– 

2015–17] 

Self-Regulatory Organizations; Miami 

International Securities Exchange LLC; 

Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Its Fee Schedule 

March 11, 2015. 

Pursuant to the provisions of 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 March 2, 2015, Miami International 

Securities Exchange LLC (‘‘MIAX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) a 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 the Substance 

of the Proposed Rule Change 

The Exchange is filing a proposal to 

amend its Fee Schedule. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.miaxoptions.com/filter/

wotitle/rule_filing, at MIAX’s principal 

office, 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 

mstockstill on DSK4VPTVN1PROD with NOTICES