16804 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

60 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78c(a)(39). 

4FINRA By-Law Article I(ee) provides, ‘‘person 

associated with a member’’ or ‘‘associated person of 

a member’’ means: (1) A natural person who is 

registered or has applied for registration under the 

Rules of the Corporation; (2) a sole proprietor, 

partner, officer, director, or branch manager of a 

member, or other natural person occupying a 

similar status or performing similar functions, or a 

natural person engaged in the investment banking 

or securities business who is directly or indirectly 

controlling or controlled by a member, whether or 

not any such person is registered or exempt from 

registration with FINRA under these By-Laws or the 

Rules of the Corporation; and (3) for purposes of 

Rule 8210, any other person listed in Schedule A 

of Form BD of a member. 

5References to ‘‘Corporation’’ within FINRA ByLaw Article I(ee) were amended to ‘‘Exchange’’ and 

references to ‘‘By-Laws and Rules of FINRA’’ were 

amended to reference Nasdaq’s Rules. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.60

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06186 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94473; File No. SR– 

NASDAQ–2022–022] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

General 3, Rule 1002, Qualifications of 

Exchange Members and Associated 

Persons; Registration of Branch 

Offices and Designation of Office of 

Supervisory Jurisdiction 

March 18, 2022. 

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 March 8, 

2022, 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 Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

General 3, Rule 1002, Qualifications of 

Exchange Members and Associated 

Persons; Registration of Branch Offices 

and Designation of Office of Supervisory 

Jurisdiction. 

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 

The Exchange proposes to amend 

General 3, Rule 1002, Qualifications of 

Exchange Members and Associated 

Persons; Registration of Branch Offices 

and Designation of Office of Supervisory 

Jurisdiction. Specifically, General 3, 

Rule 1002(b) provides for ineligibility of 

certain persons for Membership or 

Association. General 3, Rule 1002(b)(2) 

provides, 

Subject to such exceptions as may be 

explicitly provided elsewhere in the Rules, 

no person shall become associated with a 

Member, continue to be associated with a 

Member, or transfer association to another 

Member, if such person fails or ceases to 

satisfy the qualification requirements 

established by the Rules, or if such person is 

or becomes subject to a statutory 

disqualification; and no broker or dealer shall 

be admitted to membership, and no Member 

shall be continued in membership, if any 

person associated with it is ineligible to be 

an Associated Person under this subsection. 

For purposes of statutory 

disqualification, as such term is defined 

in Section 3(a)(39) of the Act,3 the 

Exchange proposes to specifically define 

the terms ‘‘person associated with a 

member’’ and ‘‘associated person’’ to 

align those terms with FINRA’s ByLaws. FINRA defines the terms ‘‘person 

associated with a member’’ or 

‘‘associated person of a member’’ at 

paragraph (ee) of Article I, Definitions, 

of those By-Laws.4 Nasdaq currently 

defines an ‘‘Associated Person’’ within 

General 3, Section 1011(b) to mean any 

partner, officer, director, or branch 

manager of a Member or Applicant (or 

person occupying a similar status or 

performing similar functions), any 

person directly or indirectly controlling, 

controlled by, or under common control 

with such Member or Applicant, or any 

employee of such Member or Applicant, 

except that any person associated with 

a Member or Applicant whose functions 

are solely clerical or ministerial shall 

not be included in the meaning of such 

term for purposes of the Rules. 

At this time, Nasdaq proposes to 

adopt FINRA’s definitions of ‘‘person 

associated with a member’’ and 

‘‘associated person’’ as provided within 

FINRA By-Law Article I(ee), for 

purposes of statutory disqualification, 

within new Nasdaq General 3, Rule 

1002(b)(2)(A). As proposed, General 3, 

Rule 1002(b)(2)(A) would provide, 

For purposes of ‘‘statutory 

disqualification’’ as such term is defined in 

Section 3(a)(39) of the Exchange Act the 

terms ‘‘person associated with a member’’ 

and ‘‘associated person’’ shall mean (1) a 

natural person who is registered or has 

applied for registration under the Rules of the 

Exchange; (2) a sole proprietor, partner, 

officer, director, or branch manager of a 

member, or other natural person occupying a 

similar status or performing similar 

functions, or a natural person engaged in the 

investment banking or securities business 

who is directly or indirectly controlling or 

controlled by a member, whether or not any 

such person is registered or exempt from 

registration with the Exchange under its 

Rules; and (3) for purposes of Nasdaq General 

5, Rule 8210, any other person listed in 

Schedule A of Form BD of a member. 

By defining the terms ‘‘person 

associated with a member’’ and 

‘‘associated person’’ substantively 

identical 5 to FINRA, for purposes of 

statutory disqualification, the Exchange 

would align its application of statutory 

disqualification with FINRA’s process. 

This proposal would avoid potentially 

different outcomes for members of both 

FINRA and Nasdaq with respect to 

ineligibility for membership and 

association. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,6 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,7

in particular, in that it is designed to 

promote just and equitable principles of 

trade and to protect investors and the 

public interest. The Exchange’s proposal 

to adopt FINRA’s definitions of ‘‘person 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 16805 

8 15 U.S.C. 78c(a)(39). 

9 15 U.S.C. 78c(a)(39). 

10 15 U.S.C. 78s(b)(3)(A)(iii). 

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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. 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

associated with a member’’ and 

‘‘associated person’’ as provided within 

FINRA By-Law Article I(ee), for 

purposes of statutory disqualification 

pursuant to Section 3(a)(39) of Act,8

within new Nasdaq General 3, Rule 

1002(b)(2)(A) is consistent with the Act. 

Aligning the terms ‘‘person associated 

with a member’’ and ‘‘associated 

person’’ with paragraph (ee) of Article I, 

Definitions, of FINRA’s By-Laws would 

avoid potentially different outcomes for 

members of both FINRA and Nasdaq 

with respect to ineligibility for 

membership and association as a result 

of statutory disqualification. 

The Exchange believes its proposal 

will promote just and equitable 

principles of trade and protect investors 

and the public interest by ensuring 

market participants that are members of 

both FINRA and Nasdaq are held to the 

same standard with respect to statutory 

disqualification. 

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’s proposal to adopt FINRA’s 

definitions of ‘‘person associated with a 

member’’ and ‘‘associated person’’ as 

provided within FINRA By-Law Article 

I(ee) within General 3, Rule 

1002(b)(2)(A), for purposes of statutory 

disqualification pursuant to Section 

3(a)(39) of Act,9 does not impose an 

undue burden on competition. Aligning 

the terms ‘‘person associated with a 

member’’ and ‘‘associated person’’ with 

paragraph (ee) of Article I, Definitions, 

of FINRA’s By-Laws would avoid 

potentially different outcomes for 

members of both FINRA and Nasdaq 

with respect to ineligibility for 

membership and association as a result 

of statutory disqualification and ensure 

that all FINRA and Nasdaq members are 

held to the same standard with respect 

to statutory disqualification. Today, all 

Nasdaq members are subject to the 

General 3 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)(iii) of the Act 10 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.11

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 

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– 

NASDAQ–2022–022 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–2022–022. 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; 

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–2022–022 and 

should be submitted on or before April 

14, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06192 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94462; File No. SR– 

CboeEDGX–2022–019] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Extend the 

Pilot Related to the Market-Wide 

Circuit Breaker in Rule 11.16 to April 

18, 2022 

March 18, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 17, 

2022, Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 


khammond on DSKJM1Z7X2PROD with NOTICES