29846 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

1See Letter from Robert Books, Chair, UTP 

Operating Committee, to Vanessa Countryman, 

Secretary, Commission (Feb. 11, 2021). The 

Amendment was posted to the Plan’s website on 

February 12, 2021. See Email from James P. 

Dombach, Counsel to the Plan, to Michael E. Coe, 

Assistant Director, Commission (Feb. 12, 2021). 

2The Plan governs the collection, processing, and 

dissemination on a consolidated basis of quotation 

information and transaction reports in Eligible 

Securities for its Participants. This consolidated 

information informs investors of the current 

quotation and recent trade prices of Nasdaq 

securities. It enables investors to ascertain from one 

data source the current prices in all the markets 

trading Nasdaq securities. The Plan serves as the 

required transaction reporting plan for its 

Participants, which is a prerequisite for their 

trading Eligible Securities. See Securities Exchange 

Act Release No. 55647 (Apr. 19, 2007), 72 FR 20891 

(Apr. 26, 2007). 

3These participants are: Cboe BYX Exchange, 

Inc., Cboe BZX Exchange, Inc., Cboe EDGA 

Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe 

Exchange, Inc., Financial Industry Regulatory 

Authority, Inc., The Investors’ Exchange LLC, LongTerm Stock Exchange, Inc., MEMX LLC, MIAX 

PEARL, LLC, Nasdaq BX, Inc., Nasdaq ISE, LLC, 

Nasdaq PHLX, Inc., The Nasdaq Stock Market LLC, 

New York Stock Exchange LLC, NYSE American 

LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and 

NYSE National, Inc. (each a ‘‘Participant,’’ and 

collectively the ‘‘Participants’’). 

4 15 U.S.C. 78k–1(a)(3). 

5 17 CFR 242.608. 

6See Securities Exchange Act Release No. 91190 

(Feb. 23, 2021), 86 FR 12045 (Mar. 1, 2021) 

(‘‘Notice’’); Securities Exchange Act Release No. 

91190A (Mar. 3, 2021), 86 FR 13411) (Mar. 8, 2021) 

(correction of a typographical error in the header). 

7Comments received in response to the Notice 

are available at https://www.sec.gov/comments/s7- 

24-89/s72489.shtml. 

8See Letter from James P. Dombach, Counsel to 

the Plan, to Vanessa Countryman, Secretary, 

Commission (Mar. 31, 2021) (to correct language 

inadvertently omitted by the Participants in Section 

X.E.1 of the Plan, as amended, to state that ‘‘[t]he 

Primary Listing Market will declare a resumption of 

trading when it makes a good-faith determination 

that trading may resume in a fair and orderly 

manner and in accordance with its rules.’’) 

(‘‘Amendment No. 1’’). 

9See Letter from James P. Dombach, Counsel to 

the Plan, to Vanessa Countryman, Secretary, 

Commission (Apr. 7, 2021) (to correct language 

inadvertently omitted by the Participants from the 

last sentence in Section X.F.3 of the Plan, as 

amended, to state that ‘‘[o]utside Regular Trading 

Hours, a Participant may resume trading 

immediately after the SIP Halt Resume Time.’’) 

(‘‘Amendment No. 2’’). 

10The Amendment would define ‘‘Regulatory 

Halt’’ as ‘‘a halt declared by the Primary Listing 

Market in trading in one or more securities on all 

Trading Centers for regulatory purposes, including 

for the dissemination of material news, news 

pending, suspensions, or where otherwise 

necessary to maintain a fair and orderly market. A 

Regulatory Halt includes a trading pause triggered 

by Limit Up Limit Down, a halt based on 

Extraordinary Market Activity, a trading halt 

triggered by a Market-Wide Circuit Breaker, and a 

SIP Halt.’’ See Section X.A.10 of the Plan, as 

amended. 

11The Amendment would define ‘‘Operational 

Halt’’ as ‘‘a halt in trading in one or more securities 

only on a Market declared by such Participant and 

is not a Regulatory Halt.’’ See Section X.A.7 of the 

Plan, as amended. 

12See Notice, supra note 6, 86 FR at 12046. 

13The Amendment would define ‘‘Primary 

Listing Market’’ as ‘‘the national securities exchange 

on which an Eligible Security is listed. If an Eligible 

Security is listed on more than one national 

securities exchange, Primary Listing Market means 

the exchange on which the security has been listed 

the longest.’’ See Section X.A.8 of the Plan, as 

amended. 14See Section X.C.1(a) of the Plan, as amended. 15See Section X.C.1(b) of the Plan, as amended. 16The Amendment would define ‘‘SIP Outage’’ as 

‘‘a situation in which the Processor has ceased, or 

anticipates being unable, to provide updated and/ 

or accurate quotation or last sale price information 

in one or more securities for a material period that 

exceeds the time thresholds for an orderly failover 

to backup facilities established by mutual 

agreement among the Processor, the Primary Listing 

Market for the affected securities, and the Operating 

Committee unless the Primary Listing Market, in 

consultation with the Processor and the Operating 

Committee, determines that resumption of accurate 

data is expected in the near future.’’ See Section 

X.A.13 of the Plan, as amended. 

17The Amendment would define ‘‘Material SIP 

Latency’’ as ‘‘a delay of quotation or last sale price 

information in one or more securities between the 

time data is received by the Processor and the time 

the Processor disseminates the data over Processor’s 

vendor lines, which delay the Primary Listing 

Market determines, in consultation with, and in 

accordance with, publicly disclosed guidelines 

established by the Operating Committee, to be (a) 

material and (b) unlikely to be resolved in the near 

future.’’ See Section X.A.5 of the Plan, as amended. 

18The Amendment would define ‘‘Extraordinary 

Market Activity’’ as ‘‘a disruption or malfunction of 

any electronic quotation, communication, reporting, 

or execution system operated by, or linked to, the 

Processor or a Trading Center or a member of such 

Trading Center that has a severe and continuing 

negative impact, on a market-wide basis, on 

quoting, order, or trading activity or on the 

availability of market information necessary to 

maintain a fair and orderly market. For purposes of 

this definition, a severe and continuing negative 

impact on quoting, order, or trading activity 

includes (i) a series of quotes, orders, or 

transactions at prices substantially unrelated to the 

current market for the security or securities; (ii) 

duplicative or erroneous quoting, order, trade 

reporting, or other related message traffic between 

one or more Trading Centers or their members; or 

(iii) the unavailability of quoting, order, transaction 

information, or regulatory messages for a sustained 

period.’’ See Section X.A.1 of the Plan, as amended. 

19See Section X.C.1(c) of the Plan, as amended. 20See Section X.C.2 of the Plan, as amended. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92071; File No. S7–24–89] 

Joint Industry Plan; Order Approving 

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, as Modified by 

Amendment Nos. 1 and 2 

May 28, 2021. 

I. Introduction 

On February 11, 2021,1 the Joint SelfRegulatory Organization Plan Governing 

the Collection, Consolidation and 

Dissemination of Quotation and 

Transaction Information for NasdaqListed Securities Traded on Exchanges 

on an Unlisted Trading Privileges Basis 

(‘‘Nasdaq/UTP Plan’’ or ‘‘Plan’’) 2

participants 3 filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to Section 

11A of the Securities Exchange Act of 

1934 (‘‘Act’’) 4 and Rule 608 of 

Regulation National Market System 

(‘‘NMS’’) thereunder,5 a proposal to 

amend the Nasdaq/UTP Plan. This 

amendment represents the Fiftieth 

Amendment to the Plan 

(‘‘Amendment’’). 

The Amendment was published for 

comment in the Federal Register on 

March 1, 2021.6 One comment letter 

was received.7 On March 31, 2021, a 

partial amendment was filed to correct 

an inadvertent error in the rule text.8 On 

April 7, 2021, a second partial 

amendment was filed to correct an 

inadvertent error in the rule text.9 This 

order approves the Amendment to the 

Plan, as modified by Amendment Nos. 

1 and 2. 

II. Description of the Proposal, as 

Modified by Amendment Nos. 1 and 2 

The Amendment proposes revisions 

to the Plan’s provisions governing 

Regulatory Halts 10 and Operational 

Halts.11 The Participants state that 

‘‘[t]he purpose of the amendment is to 

incorporate into the UTP Plan the same 

processes for Regulatory Halts that are 

proposed by the equity exchanges.’’ 12

A. Regulatory Halts 

1. Declaration of a Regulatory Halt 

With respect to declaration of a 

Regulatory Halt, the Amendment would 

provide that the Primary Listing 

Market 13 may declare a Regulatory Halt 

in trading for any security for which it 

is the Primary Listing Market (1) as 

provided for in the rules of the Primary 

Listing Market; 14 (2) if it determines 15

there is a SIP Outage,16 Material SIP 

Latency,17 or Extraordinary Market 

Activity; 18 or (3) in the event of 

national, regional, or localized 

disruption that necessitates a Regulatory 

Halt to maintain a fair and orderly 

market.19

The Amendment would further 

provide that, in determining whether to 

declare a Regulatory Halt, the Primary 

Listing Market will consider the totality 

of information available concerning the 

severity of the issue, its likely duration, 

and potential impact on Member Firms 

and other market participants, and will 

make a good-faith determination that 

the criteria to declare a Regulatory Halt 

have been satisfied and that a 

Regulatory Halt is appropriate.20 The 


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21See id. The Amendment would further provide 

that once a Regulatory Halt has been declared, the 

Primary Listing Market will continue to evaluate 

the circumstances to determine when trading may 

resume in accordance with the rules of the Primary 

Listing Market. See id. 

22See Section X.D.1 of the Plan, as amended. 

23See Section X.D.2 of the Plan, as amended. The 

Amendment would further provide that, except in 

exigent circumstances, the Primary Listing Market 

will not declare a Regulatory Halt retroactive to a 

time earlier than the notice of such halt. See Section 

X.D.3 of the Plan, as amended. 

24See Section X.G of the Plan, as amended. 

25The Amendment would define ‘‘SIP Halt’’ as ‘‘a 

Regulatory Halt to trading in one or more securities 

that a Primary Listing Market declares in the event 

of a SIP Outage or Material SIP Latency.’’ See 

Section X.A.11 of the Plan, as amended. 

26See Section X.E.1 of the Plan, as amended. 

27See Section X.E.2 of the Plan, as amended. 

28See Section X.F.1 of the Plan, as amended. The 

Amendment would define ‘‘SIP Halt Resume Time’’ 

as ‘‘the time that the Primary Listing Market 

determines as the end of a SIP Halt.’’ See Section 

X.A.12 of the Plan, as amended. 

29See id. 

30See id. 

31See Section X.F.2 of the Plan, as amended. 

32See id. The Amendment would further provide 

that, during regular Trading Hours, the last SIP Halt 

Resume Time before the end of Regular Trading 

Hours shall be an amount of time as specified by 

the rules of the Primary Listing Market. See id. 

33See id. 

34See Section X.F.3 of the Plan, as amended. 

35See id. 

36See Section X.H of the Plan, as amended. 

37See id. The Amendment would further provide 

that the failure of a Participant to continuously 

monitor such communication protocols as 

established by the Operating Committee and the 

Processor during market hours will not prevent the 

Primary Listing Market from initiating a Regulatory 

Halt in accordance with the procedures specified in 

the Amendment. See id. 

Amendment would also provide that, 

the Primary Listing Market will consult, 

if feasible, with the affected Trading 

Center(s), other Participants, or the 

Processor, as applicable, regarding the 

scope of the issue and what steps are 

being taken to address the issue, and 

that the Primary Listing Market will 

continue to evaluate the circumstances 

to determine when trading may resume 

in accordance with the rules of the 

Primary Listing Market.21

2. Initiating a Regulatory Halt 

The Amendment would specify 

procedures for initiating a Regulatory 

Halt. Specifically, when initiating a 

Regulatory Halt, the start time of a 

Regulatory Halt would be when the 

Primary Listing Market declares the 

halt, regardless of whether an issue with 

communications impacts the 

dissemination of the notice.22 The 

Amendment would further provide that 

if the Processor is unable to disseminate 

notice of a Regulatory Halt or the 

Primary Listing Market is not open for 

trading, the Primary Listing Market will 

take reasonable steps to provide notice 

of a Regulatory Halt, which shall 

include both the type and start time of 

the Regulatory Halt, by dissemination 

through: (1) Proprietary data feeds 

containing quotation and last sale price 

information that the Primary Listing 

Market also sends to the Processor; (2) 

posting on a publicly-available 

Participant website; or (3) system status 

messages.23 The Amendment would 

further specify that a Participant will 

halt trading for any security traded on 

its Market if the Primary Listing Market 

declares a Regulatory Halt for the 

security.24

3. Resumption of Trading After a 

Regulatory Halt 

The Amendment would specify 

certain procedures for the resumption of 

trading following (1) Regulatory Halts 

other than a SIP Halts and (2) SIP 

Halts.25

a. Resumption of Trading After a 

Regulatory Halt Other Than a SIP Halt 

With respect to the resumption of 

trading after a Regulatory Halt other 

than a SIP Halt, the Amendment would 

provide that the Primary Listing Market 

will declare a resumption of trading 

when it makes a good-faith 

determination that trading may resume 

in a fair and orderly manner and in 

accordance with its rules.26 The 

Amendment would further provide that 

for a Regulatory Halt that is initiated by 

another Participant that is a Primary 

Listing Market, a Participant may 

resume trading after the Participant 

receives notification from the Primary 

Listing Market that the Regulatory Halt 

has been terminated.27

b. Resumption of Trading After a SIP 

Halt 

With respect to the resumption of 

trading after a SIP Halt, the Amendment 

would provide that the Primary Listing 

Market will determine the SIP Halt 

Resume Time.28 The Amendment 

would further provide that, in making 

such determination, the Primary Listing 

Market will make a good-faith 

determination and consider the totality 

of information to determine whether 

resuming trading would promote a fair 

and orderly market, including input 

from the Processor, the Operating 

Committee, or the operator of the system 

in question (as well as any Trading 

Center(s) to which such system is 

linked), regarding operational readiness 

to resume trading.29 The Amendment 

would also provide that the Primary 

Listing Market retains discretion to 

delay the SIP Halt Resume Time if it 

believes trading will not resume in a fair 

and orderly manner.30 Also with respect 

to termination of the SIP Halt, the 

Amendment would provide that the 

Primary Listing Market will terminate a 

SIP Halt with a notification that 

specifies a SIP Halt Resume Time.31 The 

Amendment would further provide that 

the Primary Listing Market shall provide 

a minimum notice of a SIP Halt Resume 

Time, as specified by the rules of the 

Primary Listing Market, during which 

period market participants may enter 

quotes and orders in the affected 

securities.32 Under the Amendment, the 

Primary Listing Market would be 

permitted to stagger the SIP Halt 

Resume Times for multiple symbols in 

order to reopen in a fair and orderly 

manner.33

Finally, the Amendment would 

provide that during Regular Trading 

Hours, if the Primary Listing Market 

does not open a security within the 

amount of time as specified by the rules 

of the Primary Listing Market after the 

SIP Halt Resume Time, a Participant 

may resume trading in that security.34

Under the Amendment, a Participant 

may, outside Regular Trading Hours, 

resume trading immediately after the 

SIP Halt Resume Time.35

B. Communications 

The Amendment addresses 

communications regarding trading halts. 

Specifically, the Amendment would 

provide that, whenever in the exercise 

of its regulatory functions, the Primary 

Listing Market for an Eligible Security 

determines it is appropriate to initiate a 

Regulatory Halt, the Primary Listing 

Market will notify all other Participants 

and the Processor of such Regulatory 

Halt and will provide notice that a 

Regulatory Halt has been lifted using 

such protocols and other emergency 

procedures as may be mutually agreed 

to between the Operating Committee 

and the Primary Listing Market.36 The 

Amendment would further provide that 

the Processor shall disseminate to 

Participants notice of the Regulatory 

Halt (as well as notice of the lifting of 

a Regulatory Halt) through (i) the Quote 

Data Feed and the Trade Data Feed and 

(ii) any other means the Processor, in its 

sole discretion, considers appropriate. 

Under the Amendment, each Participant 

would be required to continuously 

monitor these communication protocols 

established by the Operating Committee 

and the Processor during market 

hours.37


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38See supra note 11 and accompanying text. 

39See Section X.B. of the Plan, as amended. 

40See 15 U.S.C. 78k–1(a)(3)(B). 

41 17 CFR 242.600–612; see also Regulation NMS, 

Securities Exchange Act Release No. 51808 (June 9, 

2005), 70 FR 37495, 37560 (June 29, 2005). 

42 17 CFR 242.603(b). 

43See 17 CFR 242.608. 

44See 17 CFR 242.608(b)(2). 

45See Letter from Elizabeth K. King, Chief 

Regulatory Officer, ICE and General Counsel and 

Corporate Secretary, NYSE Group, Inc., to Vanessa 

Countryman, Secretary, Commission, at 2 (Mar. 18, 

2021) (‘‘NYSE Letter’’). 

46See id. 

47See id. 

48See 17 CFR 242.608. 

49See, e.g., Sections X.C.2; X.E.1; X.F.1 of the 

Plan, as amended. 

50This commenter also urges the Commission to 

publish and provide notice of any material changes 

that the Commission is considering with respect to 

the Amendments. See NYSE Letter, supra note 45, 

at 2. The Commission has determined to approve 

the Amendment without modification. 

C. Operational Halts 

With respect to Operational Halts,38

the Amendment would provide that a 

Participant must notify the Processor if 

it has concerns about its ability to 

transmit Quotation Information or 

Transaction Reports, or where it has 

declared an Operational Halt or 

suspension of trading in one or more 

Eligible Securities, pursuant to the 

procedures adopted by the Operating 

Committee.39

III. Discussion and Commission 

Findings 

After careful review, the Commission 

is approving the Amendment, as 

modified by Amendment Nos. 1 and 2, 

for the reasons discussed below. Section 

11A of the Act authorizes the 

Commission, by rule or order, to 

authorize or require the self-regulatory 

organizations to act jointly with respect 

to matters as to which they share 

authority under the Act in planning, 

developing, operating, or regulating a 

facility of the national market system.40

Pursuant to this authority, the 

Commission adopted Regulation 

NMS.41 Rule 603 of Regulation NMS 

requires the SROs to act jointly pursuant 

to NMS plans to ‘‘disseminate 

consolidated information, including a 

national best bid and national best offer, 

on quotations for and transactions in 

NMS stocks.’’ 42 And Rule 608 of 

Regulation NMS authorizes two or more 

SROs, acting jointly, to file with the 

Commission a national market system 

plan (‘‘NMS plan’’) or a proposed 

amendment to an effective NMS plan.43

Rule 608 further provides that the 

Commission shall approve an 

amendment to an NMS plan if it finds 

that the amendment is necessary or 

appropriate in the public interest, for 

the protection of investors and the 

maintenance of fair and orderly markets, 

to remove impediments to, and perfect 

the mechanisms of, a national market 

system, or otherwise in furtherance of 

the purposes of the Act.44

As stated above, the Commission 

received one comment letter regarding 

the proposed Amendment. The 

commenter states that the Amendment 

should be approved as filed.45

According to the commenter, the 

purpose of the Amendment is to 

incorporate into the Plan the same 

processes for Regulatory and 

Operational Halts that are proposed by 

the equity exchanges, including that the 

Primary Listing Market be vested with 

the authority to determine when to 

initiate and end a Regulatory Halt, 

consistent with its rules.46 The 

commenter states that the Primary 

Listing Market would be enabled to 

declare a Regulatory Halt as provided 

for in the Primary Listing Market’s rules, 

if it determines that there is a SIP 

Outage, Material SIP Latency, 

Extraordinary Market Activity, or in the 

event of national, regional, or localized 

disruption that necessitates a Regulatory 

Halt to maintain a fair and orderly 

market. The commenter states that the 

Commission should thus approve the 

Amendment because it is consistent 

with the Act and Rule 608 thereunder.47

The Commission agrees that the 

Amendment, as modified by 

Amendment Nos. 1 and 2, is consistent 

with the Act and Rule 608 of Regulation 

NMS.48 The Commission believes that 

the Amendment, as modified by 

Amendment Nos. 1 and 2, furthers the 

goals of Section 11A of the Act and of 

Rules 603 and 608 of Regulation NMS 

by establishing a clear and uniform 

approach with respect to trading halts 

under various defined circumstances. 

The Plan’s provisions currently lack 

clarity with respect to whether a 

Primary Listing Market may declare a 

Regulatory Halt due to underlying 

problems at the SIP, as well as the 

standard and process for calling a halt 

and resuming trading thereafter. The 

Amendment—and in particular the 

revisions that address Regulatory Halts 

in connection with SIP Outages, 

Material SIP Latency, Extraordinary 

Market Activity, and national, regional, 

or localized disruptions that necessitate 

a Regulatory Halt to maintain a fair and 

orderly market—address this 

shortcoming by providing for uniform 

rules governing how Participants will 

address, among other things, the 

initiation, implementation, and 

communication of trading halts, as well 

as the resumption of trading after a 

trading halt or SIP Halt, thereby 

clarifying the procedures to be followed 

and the standards to be applied, 

improving coordination and certainty 

among the Participants and other market 

participants, and enhancing the 

resiliency and integrity of market 

systems. Accordingly, the Commission 

believes that the Amendment, as 

modified by Amendments Nos. 1 and 2, 

is in the public interest, supports the 

protection of investors, and helps the 

maintenance of fair and orderly markets 

because the Amendment, as modified by 

Amendment Nos. 1 and 2, is reasonably 

designed to assist market participants in 

understanding the processes to be 

followed during circumstances 

potentially warranting a regulatory halt, 

such as events involving the loss, 

timeliness, or accuracy of information 

that is processed or disseminated by the 

SIPs. Additionally, the Commission 

believes that the Amendment, as 

modified by Amendments Nos 1 and 2, 

is reasonably designed to enhance the 

resiliency of the national market system 

by clearly memorializing the 

coordinated actions to be taken by the 

Participants during such events so that 

trading may resume in a fair and orderly 

manner. 

The Commission further believes that 

the proposed requirement for Primary 

Listing Markets to make good-faith 

determinations 49 in consultation with 

other market participants, as may be 

applicable concerning the 

appropriateness of declaring a 

regulatory halt and resuming trading 

thereafter, should promote fairness and 

orderliness in decision-making by the 

Primary Listing Markets. In particular, 

the good-faith determination standard 

promotes fair and orderly markets and 

the protection of investors because it 

addresses potential concerns that 

Primary Listing Markets may be subject 

to commercial pressures in making 

decisions to call a Regulatory Halt and 

resuming trading thereafter. 

Accordingly, the Commission believes 

that the good-faith-determination 

standard encourages Primary Listing 

Markets to consider the broader 

interests of the national market system 

with respect to declaring trading halts 

and resuming trading thereafter, thereby 

promoting the maintenance of fair and 

orderly markets and enhancing the 

protection of investors.50

For the reasons discussed, the 

Commission finds that the Amendment 

to the Nasdaq/UTP Plan, as modified by 

Amendment Nos. 1 and 2, is consistent 

with the requirements of the Act and the 

rules and regulations thereunder, and in 


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51 15 U.S.C. 78k–1. 

52 17 CFR 242.608. 

53 15 U.S.C. 78k–1(c)(1)(B). 

54 15 U.S.C. 78k–1. 

55 17 CFR 242.608(b)(2). 

1See Letter from Robert Books, Chair, CTA/CQ 

Operating Committee, to Vanessa Countryman, 

Secretary, Commission (Feb. 3, 2021). The 

Amendments were posted to the Plans’ website on 

February 12, 2021. See Email from James P. 

Dombach, Counsel to the Plans, to Michael E. Coe, 

Assistant Director, Commission (Feb. 12, 2021). 

2These participants are: Cboe BYX Exchange, 

Inc., Cboe BZX Exchange, Inc., Cboe EDGA 

Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe 

Exchange, Inc., Financial Industry Regulatory 

Authority, Inc., The Investors’ Exchange LLC, LongTerm Stock Exchange, Inc., MEMX LLC, MIAX 

PEARL, LLC, Nasdaq BX, Inc., Nasdaq ISE, LLC, 

Nasdaq PHLX, Inc., The Nasdaq Stock Market LLC, 

New York Stock Exchange LLC, NYSE American 

LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and 

NYSE National, Inc. (each a ‘‘Participant,’’ and 

collectively the ‘‘Participants’’). 

3 15 U.S.C. 78k–1(a)(3). 

4 17 CFR 242.608. 

5The CTA Plan, pursuant to which markets 

collect and disseminate last-sale price information 

for non-Nasdaq-listed securities, is a ‘‘transaction 

reporting plan’’ under Rule 601 of Regulation NMS, 

17 CFR 242.601, and a ‘‘national market system 

plan’’ under Rule 608 of Regulation NMS, 17 CFR 

242.608. The CQ Plan, pursuant to which markets 

collect and disseminate bid/ask quotation 

information for non-Nasdaq-listed securities, is a 

‘‘national market system plan’’ under Rule 608 

under the Act, 17 CFR 242.608. See Securities 

Exchange Act Release Nos. 10787 (May 10, 1974), 

39 FR at 17799 (May 20, 1974) (declaring the CTA 

Plan effective); 15009 (July 28, 1978), 43 FR at 

34851 (Aug. 7, 1978) (temporarily authorizing the 

CQ Plan); and 16518 (Jan. 22, 1980), 45 FR at 6521 

(Jan. 28, 1980) (permanently authorizing the CQ 

Plan). The most recent restatement of both Plans 

was in 1995. 

6See Securities Exchange Act Release No. 91189 

(Feb. 23, 2021), 86 FR 12038 (Mar. 1, 2021) 

(‘‘Notice’’). 

7Comments received in response to the Notice 

are available at https://www.sec.gov/comments/srctacq-2021-01/srctacq202101.htm. 

8The Amendments would define ‘‘Regulatory 

Halt’’ as ‘‘a halt declared by the Primary Listing 

Market in trading in one or more securities on all 

Trading Centers for regulatory purposes, including 

for the dissemination of material news, news 

pending, suspensions, or where otherwise 

necessary to maintain a fair and orderly market. A 

Regulatory Halt includes a trading pause triggered 

by Limit Up Limit Down, a halt based on 

Extraordinary Market Activity, a trading halt 

triggered by a Market-Wide Circuit Breaker, and a 

SIP Halt.’’ See Section XI(a)(i)(J) of the CTA Plan, 

as amended. 

9The Amendments would define ‘‘Operational 

Halt’’ as ‘‘a halt in trading in one or more securities 

only on a Market declared by such Participant and 

is not a Regulatory Halt.’’ See Section XI(a)(i)(G) of 

the CTA Plan, as amended. 

10See Notice, supra note 6, 86 FR at 12039. 

11The Amendments would define ‘‘Primary 

Listing Market’’ as ‘‘the national securities exchange 

on which an Eligible Security is listed. If an Eligible 

Security is listed on more than one national 

securities exchange, Primary Listing Market means 

the exchange on which the security has been listed 

the longest.’’ See Section XI(a)(i)(H) of the CTA 

Plan, as amended. 

12See Section XI(a)(iii)(A)(1) of the CTA Plan, as 

amended. 

13See Section XI(a)(iii)(A)(2) of the CTA Plan, as 

amended. 

14The Amendments would define ‘‘SIP Outage’’ 

as ‘‘a situation in which the Processor has ceased, 

or anticipates being unable, to provide updated 

and/or accurate quotation or last sale price 

information in one or more securities for a material 

period that exceeds the time thresholds for an 

orderly failover to backup facilities established by 

mutual agreement among the Processor, the Primary 

Listing Market for the affected securities, and the 

Operating Committee unless the Primary Listing 

Market, in consultation with the Processor and the 

Operating Committee, determines that resumption 

of accurate data is expected in the near future.’’ See 

Section XI(a)(i)(M) of the CTA Plan, as amended. 

15The Amendments would define ‘‘Material SIP 

Latency’’ as ‘‘a delay of quotation or last sale price 

information in one or more securities between the 

time data is received by the Processor and the time 

the Processor disseminates the data over the high 

speed line or over the ‘‘high speed line’’ under the 

CQ Plan, which delay the Primary Listing Market 

determines, in consultation with, and in accordance 

with, publicly disclosed guidelines established by 

the Operating Committee, to be (a) material and (b) 

unlikely to be resolved in the near future.’’ See 

Section XI(a)(i)(E) of the CTA Plan, as amended. 

16The Amendments would define ‘‘Extraordinary 

Market Activity’’ as ‘‘a disruption or malfunction of 

any electronic quotation, communication, reporting, 

or execution system operated by, or linked to, the 

Processor or a Trading Center or a member of such 

Trading Center that has a severe and continuing 

negative impact, on a market-wide basis, on 

quoting, order, or trading activity or on the 

availability of market information necessary to 

maintain a fair and orderly market. For purposes of 

this definition, a severe and continuing negative 

impact on quoting, order, or trading activity 

Continued 

particular, Section 11A of the Act 51 and 

Rule 608 52 thereunder in that the 

Amendment, as modified by 

Amendment Nos. 1 and 2, is necessary 

or appropriate in the public interest, for 

the protection of investors and the 

maintenance of fair and orderly markets, 

to remove impediments to, and perfect 

the mechanisms of, a national market 

system. Section 11A of the Act 53 sets 

forth Congress’ finding that it is in the 

public interest and appropriate for the 

protection of investors and the 

maintenance of fair and orderly markets 

to ensure the prompt, accurate, reliable 

and fair collection, processing, 

distribution, and publication of 

information with respect to quotations 

for and transactions in such securities 

and the fairness and usefulness of the 

form and content of such information. 

The Commission believes that the 

Amendment, as modified by 

Amendment Nos. 1 and 2, furthers these 

goals set forth by Congress. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 11A of the Act,54 and Rule 

608(b)(2) thereunder,55 that the Fiftieth 

Amendment to the Nasdaq/UTP Plan, as 

modified by Amendment Nos. 1 and 2, 

(File No. S7–24–89) is approved. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11687 Filed 6–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92070; File No. SR–CTA/ 

CQ–2021–01] 

Consolidated Tape Association; Order 

Approving the Thirty-Sixth Substantive 

Amendment to the Second 

Restatement of the CTA Plan and the 

Twenty-Seventh Substantive 

Amendment to the Restated CQ Plan 

May 28, 2021. 

I. Introduction 

On February 3, 2021,1 the 

Consolidated Tape Association (‘‘CTA’’) 

Plan participants 2 filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’), pursuant to 

Section 11A of the Securities Exchange 

Act of 1934 (‘‘Act’’) 3 and Rule 608 of 

Regulation National Market System 

(‘‘NMS’’) thereunder,4 a proposal to 

amend the Second Restatement of the 

CTA Plan and the Restated Consolidated 

Quotation (‘‘CQ’’) Plan (collectively 

‘‘CTA/CQ Plans’’ or ‘‘Plans’’).5 These 

amendments represent the Thirty-Sixth 

Substantive Amendment to the Second 

Restatement of the CTA Plan and the 

Twenty-Seventh Substantive 

Amendment to the Restated CQ Plan 

(‘‘Amendments’’). 

The Amendments were published for 

comment in the Federal Register on 

March 1, 2021.6 One comment letter 

was received.7 This order approves the 

Amendments to the Plans. 

II. Description of the Proposal 

The Amendments propose revisions 

to the Plans’ provisions governing 

Regulatory Halts 8 and Operational 

Halts.9 The Participants state that ‘‘[t]he 

purpose of the amendments is to 

incorporate into the Plans the same 

processes for Regulatory Halts that are 

proposed by the equity exchanges.’’ 10

A. Regulatory Halts 

1. Declaration of a Regulatory Halt 

With respect to declaration of a 

Regulatory Halt, the Amendments 

would provide that the Primary Listing 

Market 11 may declare a Regulatory Halt 

in trading for any security for which it 

is the Primary Listing Market (1) as 

provided for in the rules of the Primary 

Listing Market; 12 (2) if it determines 13

there is a SIP Outage,14 Material SIP 

Latency,15 or Extraordinary Market 

Activity; 16 or (3) in the event of 


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