[Federal Register Volume 86, Number 113 (Tuesday, June 15, 2021)]
[Notices]
[Pages 31774-31777]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-12480]



[[Page 31774]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92139; File No. SR-FINRA-2021-014]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of a Proposed Rule Change Relating to 
Members' Filing Requirements Under FINRA Rule 6432 (Compliance With the 
Information Requirements of SEA Rule 15c2-11)

June 9, 2021.
    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 May 28, 2021, the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') 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 FINRA. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to amend members' filing requirements under 
FINRA Rule 6432 (Compliance with the Information Requirements of SEA 
Rule 15c2-11).
    The text of the proposed rule change is available on FINRA's 
website at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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
Background
    FINRA is proposing amendments to FINRA Rule 6432 in light of the 
SEC's amendments to Exchange Act Rule 15c2-11 (``Rule 15c2-11''). Rule 
15c2-11 sets forth the information review and maintenance requirements 
for broker-dealers that publish quotations \3\ in a quotation medium 
\4\ for securities in the over the counter (``OTC'') market.\5\ 
Specifically, Rule 15c2-11 prohibits a broker-dealer from publishing 
(or submitting for publication) a quotation for a security unless it 
has obtained and reviewed specified current information about the 
issuer whose security is the subject of the quotation and has a 
reasonable basis under the circumstances for believing the information 
is accurate in all material respects and obtained from a reliable 
source, unless otherwise permitted under the rule.\6\
---------------------------------------------------------------------------

    \3\ Rule 15c2-11 defines ``quotation'' as any bid or offer at a 
specified price with respect to a security, or any indication of 
interest by a broker or dealer in receiving bids or offers from 
others for a security, or any indication by a broker or dealer that 
wishes to advertise its general interest in buying or selling a 
particular security. See 17 CFR 240.15c2-11(e)(7).
    \4\ ``Quotation medium'' means any ``interdealer quotation 
system'' or any publication or electronic communications network or 
other device that is used by brokers or dealers to make known to 
others their interest in transactions in any security, including 
offers to buy or sell at a stated price or otherwise, or invitations 
of offers to buy or sell. See 17 CFR 240.15c2-11(e)(8). 
``Interdealer quotation system'' means any system of general 
circulation to brokers or dealers that regularly disseminates the 
quotations of identified brokers or dealers. See 17 CFR 240.15c2-
11(e)(3).
    \5\ See generally 17 CFR 240.15c2-11.
    \6\ 17 CFR 240.15c2-11(a)(1)(i).
---------------------------------------------------------------------------

    Rule 15c2-11 prescribes information review requirements that are 
specific to the type of issuer whose security is sought to be quoted, 
with different information requirements applicable to prospectus 
issuers, Regulation A issuers, reporting companies, exempt foreign 
private issuers, and all other issuers that do not fit into any of 
these categories. Rule 15c2-11 also includes several exceptions from 
these information review requirements, including, for example, an 
exception from ongoing information review where the security is the 
subject of continuous quoting and meets other specified conditions 
(known as the ``piggyback'' exception).
    The amendments to Rule 15c2-11 make substantial changes to the 
prior framework.\7\ Among others, one significant change that is 
relevant to the instant filing is that broker-dealers are now permitted 
to rely on the publicly available determinations of certain alternative 
trading systems that meet the definition of a ``qualified interdealer 
quotation system'' (``Qualified IDQS'') \8\ with respect to the 
required information review, the availability of specified exceptions 
to Rule 15c2-11, and the public availability of current issuer 
information. Specifically, where a Qualified IDQS undertakes the 
initial review and makes a publicly available determination concerning 
its review, as set forth in Rule 15c2-11(a)(2), broker-dealers may, 
under Rule 15c2-11(a)(1)(ii), initiate quotations in the subject 
security within three business days of the Qualified IDQS's publicly 
available determination.\9\ In addition, amended Rule 15c2-11 permits 
broker-dealers to rely on the publicly available determinations of a 
Qualified IDQS in connection with the availability of the following 
exceptions to Rule 15c2-11: Paragraph (f)(1)'s exception for exchange-
traded securities; paragraph (f)(3)'s exception for piggyback 
eligibility; paragraph (f)(4)'s exception for municipal securities; and 
paragraph (f)(5)'s average daily trading volume and asset test 
exception.\10\ Broker-dealers also may rely on the publicly available 
determinations of a Qualified IDQS in connection with the public 
availability of current issuer information, as described in amended 
Rule 15c2-11's unsolicited quotation exception and its piggyback 
exception,\11\ and their publicly available determinations regarding 
the availability of the piggyback exception's grace period.\12\
---------------------------------------------------------------------------

    \7\ See e.g., Adopting Release, infra note 21, at 68124-26.
    \8\ Amended Rule 15c2-11 defines a ``qualified interdealer 
quotation system'' as any ``interdealer quotation system'' that 
meets the definition of an ``alternative trading system'' under Rule 
300(a) of Regulation ATS and operates pursuant to the exemption from 
the definition of an ``exchange'' under Regulation ATS. See 17 CFR 
240.15c2-11(e)(6).
    \9\ See 17 CFR 240.15c2-11(a)(2) and (a)(1)(ii).
    \10\ See 17 CFR 240.15c2-11(f)(7).
    \11\ See 17 CFR 240.15c2-11(f)(2)(iii)(B) and (f)(3)(ii)(A)(1).
    \12\ See 17 CFR 240.15c2-11(f)(3)(ii)(A)(1)-(2).
---------------------------------------------------------------------------

    FINRA believes that the SEC's amendments to Rule 15c2-11 
necessitate changes to FINRA Rule 6432, which sets forth the standards 
applicable to member firms quoting equity securities for demonstrating 
compliance with Rule 15c2-11 (unless a Rule 15c2-11 exception or 
exemption is available). Under FINRA Rule 6432, no member may quote a 
non-exchange-

[[Page 31775]]

listed security \13\ in a quotation medium unless the member has 
demonstrated compliance with FINRA Rule 6432 and the applicable 
requirements for information maintenance under Rule 15c2-11 by making a 
filing with, and in the form required by, FINRA (i.e., the Form 211). 
The Form 211 is designed to gather pertinent information regarding the 
subject issuer and security, the member's knowledge of and relationship 
with the issuer, and the member's intended quotation activities with 
respect to the security. FINRA uses the Form 211 in connection with its 
oversight of member compliance with Rule 15c2-11.
---------------------------------------------------------------------------

    \13\ The term ``non-exchange-listed security'' is defined in 
FINRA Rule 6432(e) to mean any equity security, other than a 
Restricted Equity Security, that is not traded on any national 
securities exchange. A ``Restricted Equity Security'' means any 
equity security that meets the definition of ``restricted security'' 
as contained in Securities Act Rule 144(a)(3). See 17 CFR 230.144.
---------------------------------------------------------------------------

    In response to the SEC's amendments to Rule 15c2-11, FINRA is 
proposing amendments to FINRA Rule 6432--primarily to account for the 
new role of a Qualified IDQS.\14\ Specifically, the instant filing 
includes three areas of proposed amendments to FINRA Rule 6432: (i) The 
addition of a requirement that a Qualified IDQS submit a modified Form 
211 filing to FINRA in connection with each initial information review 
that it conducts; (ii) the addition of a requirement that a Qualified 
IDQS that makes a publicly available determination under Rule 15c2-11 
submit a daily security file to FINRA containing summary information 
for all securities quoted on its system; and (iii) other changes to 
FINRA Rule 6432 and the Form 211 to further clarify the operation of 
the rule and conform to amended Rule 15c2-11.\15\ Each of these aspects 
of the proposed rule change is discussed in greater detail below.\16\
---------------------------------------------------------------------------

    \14\ While a Qualified IDQS is not obligated to perform reviews 
and make publicly available determinations under Rule 15c2-11, if it 
chooses to do so, it must comply with the requirements of Rule 15c2-
11. In the Adopting Release, among other things, the SEC stated that 
it expects FINRA to continue to monitor the operation of the OTC 
market, including through oversight of Qualified IDQSs. See Adopting 
Release, infra note 21, at 68132.
    \15\ While the SEC's amendments also update the items of 
information that must be reviewed for the different categories of 
issuers described in paragraph (b) of Rule 15c2-11, the baseline 
requirements largely remain unchanged. Likewise, the paragraph (b) 
items of information required to be submitted under FINRA Rule 6432 
and the Form 211 will not change significantly but will be updated 
to be consistent with amended Rule 15c2-11. Therefore, for example, 
FINRA will make minor updates to Form 211, including, for (b)(5) 
submissions, to require historic information on the name of the 
issuer and any predecessors (past five years) and the address of the 
issuer's principal place of business (in addition to its principal 
executive offices).
    \16\ FINRA will publish a Regulatory Notice with technical 
details on the revised standard Form 211, modified Form 211, and 
daily file submission process.
---------------------------------------------------------------------------

Qualified IDQS Modified Form 211 Submission Requirement
    FINRA is proposing to adopt new paragraph (b) under FINRA Rule 6432 
to establish an after-the-fact filing requirement for a Qualified IDQS 
that performs an initial review under Rule 15c2-11(a)(2). Under the 
proposed provision, a Qualified IDQS must demonstrate compliance with 
Rule 15c2-11 by making a filing with, and in the form required by, 
FINRA no later than 6:30:00 p.m. Eastern Time on the business day 
following the Qualified IDQS's publicly available determination under 
Rule 15c2-11(a)(2) (i.e., a ``modified Form 211'' filing). Like the 
standard Form 211, the modified Form 211 would contain requests for the 
items of information specified in Rule 15c2-11 for the type of issuer 
involved.\17\
---------------------------------------------------------------------------

    \17\ Both the modified and standard Form 211s will conform with 
the SEC's amendments to Rule 15c2-11, as applicable. See supra note 
15. In addition, like the standard Form 211, the modified Form 211 
must be reviewed and signed by a principal of the Qualified IDQS and 
the principal must certify, among other things, that neither the 
firm nor its associated persons have accepted or will accept any 
payment or other consideration for filing the Form 211. See 
Regulatory Notice 14-26 (June 2014); see also FINRA Rule 5250 
(Payments for Market Making).
---------------------------------------------------------------------------

    FINRA believes that requiring a Qualified IDQS to submit a modified 
Form 211 is appropriate because it would provide FINRA with information 
with which to perform oversight of a Qualified IDQS's compliance with 
the initial information review requirements of Rule 15c2-11 without 
involving any additional delay for FINRA to review and process the form 
prior to members being permitted to initiate quotations in reliance on 
the Qualified IDQS's publicly available determination. FINRA would use 
the modified Form 211 filings submitted by a Qualified IDQS to assess 
periodically the adequacy of the Qualified IDQS's reviews.\18\ This new 
requirement would supplement FINRA's existing standard Form 211 review 
process for quoting broker-dealer members, which would continue to be 
applicable where a broker-dealer is not relying on a Qualified IDQS's 
publicly available determination with respect to an initial review.\19\
---------------------------------------------------------------------------

    \18\ In the Adopting Release, the SEC stated that a Qualified 
IDQS, like a broker-dealer, must have a reasonable basis under the 
circumstances to believe that the paragraph (b) information is 
accurate in all material respects and obtained from a reliable 
source and, consistent with Rule 15c2-11(a)(2)(iii)(A) and (B), the 
Qualified IDQS should be alert to any red flags (i.e., information 
under the circumstances that reasonably indicates that one or more 
of the required items of information may be materially inaccurate or 
from an unreliable source). See Adopting Release, infra note 21, at 
68170.
    \19\ FINRA notes that a quoting member relying on a Qualified 
IDQS would not be required to separately submit any sort of Form 211 
in connection with its initiation of quotations pursuant to Rule 
15c2-11(a)(1)(ii). However, members who are not relying on the 
initial review of a Qualified IDQS would continue to be required to 
submit the Form 211 to FINRA and receive notification that the form 
has been processed prior to initiating quotes in the subject 
security (and, as described below, FINRA is proposing to amend FINRA 
Rule 6432 to clarify that a quoting member must receive notification 
from FINRA that a standard Form 211 has been processed before 
initiating or resuming quotations).
---------------------------------------------------------------------------

Qualified IDQS Daily Security File Submission Requirement
    Under proposed Supplementary Material .02 to FINRA Rule 6432, a 
Qualified IDQS that makes publicly available determinations under 
amended Rule 15c2-11, including regarding the availability of a Rule 
15c2-11 exception, would be required to submit a daily security file to 
FINRA. Specifically, where a Qualified IDQS has made one or more 
publicly available determinations described in Rule 15c2-11(a)(2), 
(f)(2)(iii)(B), (f)(3)(ii)(A), or (f)(7), the Qualified IDQS would be 
required to submit to FINRA a daily security file containing the 
following information for all non-exchange-listed equity securities 
quoted on its system:
    <bullet> Security symbol;
    <bullet> Issuer name;
    <bullet> If the non-exchange-listed equity security is being quoted 
pursuant to a processed Form 211 under FINRA Rule 6432(a);
    <bullet> If applicable, the type of publicly available 
determination made by the Qualified IDQS (e.g., an initial review 
pursuant to Rule 15c2-11(a)(2), that the required information is 
current and publicly available under Rule 15c2-11(f)(2)(iii)(B) or 
(f)(3)(ii)(A), or an exception under Rule 15c2-11(f)(7)) and the date 
on which such publicly available determination was made by the 
Qualified IDQS;
    <bullet> With respect to a non-exchange-listed equity security for 
which the Qualified IDQS has made a publicly available determination 
under Rule 15c2-11(f)(7) relating to the availability of the piggyback 
exception under Rule 15c2-11(f)(3), whether the issuer is a shell 
company and, if a shell company, the number of days remaining in the 
applicable 18-month period under Rule 15c-2-11(f)(3)(i)(B)(2);
    <bullet> If applicable, that the security is being quoted pursuant 
to an exception

[[Page 31776]]

that does not rely on the Qualified IDQS's publicly available 
determination and, if so, identify the exception relied upon by the 
subscriber; and
    <bullet> Such other information as specified by FINRA in a 
Regulatory Notice (or similar communication).
    FINRA would use the above information as part of its oversight 
program to perform surveillance and periodic reviews of Qualified IDQS 
and quoting member compliance with amended Rule 15c2-11.
Other Amendments
    In addition to the two new proposed requirements applicable to 
Qualified IDQSs described above, the proposed rule change also includes 
other amendments to FINRA Rule 6432 to further clarify the operation of 
the rule and conform to amended Rule 15c2-11. First, FINRA is amending 
language in existing paragraphs (a) and (c) (paragraph (c) is proposed 
to be renumbered as paragraph (d)) to clarify that a member must 
receive notification from FINRA that a standard Form 211 has been 
processed before initiating or resuming quotations in a quotation 
medium (in the case of paragraph (a)) or before entering a priced 
quotation for the security (in the case of proposed paragraph (d)). 
FINRA is making these amendments to clarify existing member obligations 
with respect to a standard Form 211 under FINRA Rule 6432.
    Second, FINRA Rule 6432(b)(1) (proposed to be renumbered as 
paragraph (c)(1)) will expand the treatment currently allowed for 
documents available through the SEC's Electronic Data Gathering, 
Analysis, and Retrieval (``EDGAR'') system to information available 
through the website of a Qualified IDQS or its affiliate broker-dealer. 
Currently, members are required to file a copy of the required issuer 
information with FINRA except that, with respect to information that is 
available through EDGAR, the member instead is permitted to provide 
identifying information for each issuer report or statement that was 
relied upon in satisfying its obligations under FINRA Rule 6432 and SEA 
Rule 15c2-11. This allowance is intended to ease burdens on broker-
dealers when filing a Form 211. In light of the new role for Qualified 
IDQSs under amended Rule 15c2-11, FINRA believes it is appropriate to 
similarly permit members to point FINRA to required information where 
it is publicly available on the website of a Qualified IDQS by 
including in the filing the permanent website address of the relevant 
document on the Qualified IDQS's (or its affiliate broker-dealer's) 
website.
    Third, FINRA is proposing to define ``qualified inter-dealer 
quotation system'' in new paragraph (g) of FINRA Rule 6432, consistent 
with the term's definition in SEA Rule 15c2-11(e)(6). Fourth, to assist 
with oversight of member compliance with Rule 15c2-11, FINRA is 
proposing to require that members include in the standard and modified 
Form 211 the names of all officers and directors of the subject issuer. 
Finally, the proposed rule change includes several technical and non-
substantive changes to update cross-references to the renumbered 
provisions of amended Rule 15c2-11 \20\ and to correct the numbering of 
Supplementary Material .01 to FINRA Rule 6432, which would not 
otherwise substantively be modified (FINRA Rule 6432.01 would be 
corrected to read ``.01'' rather than ``01.'', per FINRA rulebook 
style).
---------------------------------------------------------------------------

    \20\ FINRA also will make corresponding language and citation 
changes to the Form 211.
---------------------------------------------------------------------------

    If the Commission approves the proposed rule changes, the effective 
date of the proposed rule changes will be the same as the compliance 
date of the SEC's amendments to Rule 15c2-11 (except for paragraph 
(b)(5)(i)(M)), including any extensions to such compliance date.\21\
---------------------------------------------------------------------------

    \21\ See Securities Exchange Act Release No. 89891 (September 
16, 2020), 85 FR 68124 (October 27, 2020) (``Adopting Release''). 
The SEC specified a compliance date for amended Rule 15c2-11 (except 
for paragraph (b)(5)(i)(M)) of nine months after the amended rule's 
December 28, 2020 effective date, which is September 28, 2021. See 
id. at 68172. The compliance date for paragraph (b)(5)(i)(M) will be 
two years after the December 28, 2020 effective date, which is 
December 28, 2022. See id. at 68172 n.535.
---------------------------------------------------------------------------

2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\22\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. FINRA also believes that the proposed rule change is 
consistent with the provisions of Section 15A(b)(11) of the Act,\23\ 
which requires, among other things, that FINRA's rules be designed to 
produce fair and informative quotations, to prevent fictitious or 
misleading quotations, and to promote orderly procedures for 
collecting, distributing, and publishing quotations.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78o-3(b)(6).
    \23\ 15 U.S.C. 78o-3(b)(11).
---------------------------------------------------------------------------

    FINRA believes that, by amending FINRA Rule 6432 and the Form 211 
in response to the SEC's amendments to Rule 15c2-11, the proposed rule 
change will facilitate FINRA's oversight of member Qualified IDQSs, 
enhance investor protection, and reduce burdens on broker-dealers. The 
proposed rule change would require a Qualified IDQS to submit an after-
the-fact, modified Form 211 to FINRA in connection with its publicly 
available determinations regarding initial reviews. The proposed 
amendments also would require a Qualified IDQS that makes publicly 
available determinations to submit a daily security file containing 
specified information for all non-exchange-listed equity securities 
quoted on its system. FINRA believes that the submission of this 
information will allow FINRA to effectively oversee the activities of 
its members in the OTC market, including of a Qualified IDQS's 
compliance with Rule 15c2-11's obligations. In addition, FINRA believes 
that the modified Form 211 requirement for Qualified IDQSs is 
appropriate, including because, together with the daily file, it will 
provide FINRA with the information relied upon by each Qualified IDQS 
as well as consolidated daily Rule 15c2-11 compliance information, 
making a focused, after-the-fact review more manageable and able to be 
accomplished in a shorter period of time. FINRA believes that such 
oversight will serve to complement the amended Rule 15c2-11 framework 
adopted by the SEC, and, therefore, is in the public interest. 
Moreover, permitting quoting members to rely on a Qualified IDQS's 
publicly available determination to initiate quotations in a security 
is consistent with the SEC's goals to reduce burdens on broker-dealers 
while maintaining investor protection.

B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA 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.
Regulatory Need
    This economic impact assessment is intended to evaluate the 
economic impact of the proposed changes to FINRA Rule 6432. Amendments 
to FINRA Rule 6432 are necessary to facilitate FINRA oversight of 
member compliance with amended SEA Rule 15c2-11. One key aspect of the 
proposed rule change, resulting from the

[[Page 31777]]

SEC's changes to Rule 15c2-11, is the addition of a modified Form 211 
requirement that would be applicable to a Qualified IDQS that engages 
in the initial information review of a security. The Qualified IDQS 
would be required to submit the modified Form 211 to FINRA by the end 
of the next business day after the Qualified IDQS's publicly available 
determination was made.
Economic Baseline
    The economic baseline considers investor protection and members' 
regulatory burden in the absence of the proposed rule change in light 
of the SEC's amended rule. Among other things, amended Rule 15c2-11 
permits a broker-dealer to rely on a Qualified IDQS to perform the 
initial information review required by the rule. Where a broker-dealer 
subscriber is not relying on the initial review of a Qualified IDQS, it 
must submit a standard Form 211 to FINRA and await notification that 
the form has been processed prior to initiating quotations in the 
security. SEA Rule 15c2-11 and FINRA Rule 6432 generally govern the 
quotation conduct of broker-dealers initiating quotes in equity 
securities in the OTC market.\24\
---------------------------------------------------------------------------

    \24\ There were 3,435 FINRA member firms as of the end of 2020. 
Over the 2018 to 2020 period, an average 11,018 OTC equity 
securities were quoted with a price per year.
---------------------------------------------------------------------------

Economic Impacts
    The proposed rule change would likely improve FINRA's oversight of 
the OTC market given the amendments to Rule 15c2-11. Specifically, by 
requiring the Qualified IDQS to submit (i) an after-the-fact, modified 
Form 211 filing in connection with publicly available determinations 
related to an initial information review, and (ii) a daily security 
file containing summary Rule 15c2-11-related information for each 
security quoted on its system, FINRA would have data necessary to 
monitor for Rule 15c2-11 compliance by the Qualified IDQSs and other 
members. The daily security file also would enhance FINRA's 
surveillance capabilities, which furthers investor protection.
    FINRA acknowledges that a Qualified IDQS could incur some 
operational costs in submitting the modified Form 211 filing and daily 
security file to FINRA. Where the Qualified IDQS decides to undertake 
an initial review, the costs of filing a Form 211 would be shifted from 
broker-dealer subscribers to the Qualified IDQS.
Alternatives Considered
    FINRA considered not implementing a filing requirement for a 
Qualified IDQS. FINRA determined that the after-the-fact submission 
requirement strikes an appropriate balance by providing FINRA with 
important information with which to oversee Qualified IDQS compliance 
without involving the delay of a FINRA processing time prior to the 
initiation of quoting, consistent with the SEC's goals to reduce 
burdens on broker-dealers while maintaining investor protection.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor 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 within such longer period (i) as the Commission may 
designate up to 90 days of such date 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 such 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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#ee9c9b828bc38d8183838b809a9dae9d8b8dc0898198"><span class="__cf_email__" data-cfemail="245651484109474b4949414a5057645741470a434b52">[email protected]</span></a>. Please include 
File Number SR-FINRA-2021-014 on the subject line.

Paper Comments

    <bullet> 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-FINRA-2021-014. 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 a.m. and 3 
p.m. Copies of such filing also will be available for inspection and 
copying at the principal office of FINRA. All comments received will be 
posted without change. Persons submitting comments are cautioned that 
we do not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
FINRA-2021-014 and should be submitted on or before July 6, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
---------------------------------------------------------------------------

    \25\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-12480 Filed 6-14-21; 8:45 am]
BILLING CODE 8011-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>