Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Securities and Exchange Commission

          - [Release No. 34-61451; File No. SR-NASDAQ-2010-012]

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that on January 22, 2010, The NASDAQ Stock Market LLC (“Nasdaq” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by Nasdaq. Nasdaq has designated the proposed rule change as constituting a rule change under Rule 19b-4(f)(6) under the Act,[3]                                          which renders the proposal effective upon filing with the Commission. 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

Nasdaq submits this proposal regarding the availability of the NASDAQ Ouch BBO Feed, a data feed that represents Nasdaq's internal view of the best bid and offer among all market centers other than Nasdaq (the “BBO”), which is provided at no cost.

## II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

                    In its filing with the Commission, Nasdaq 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. Nasdaq has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.                          ( print page 6247)    

### A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

#### 1. Purpose

Nasdaq submits this proposal regarding the availability of the NASDAQ Ouch BBO Feed, a data feed that represents Nasdaq's internal view of the best bid and offer among all market centers other than Nasdaq. The NASDAQ Ouch BBO Feed is available to all NASDAQ members equally at no charge, and offers all firms transparent, real-time data concerning Nasdaq's internal view of the BBO. This data feed reflects Nasdaq's view of the BBO, at any given time, based on orders executed on Nasdaq and updated quote information from the SIPs. Nasdaq makes the NASDAQ Ouch BBO Feed available to all market participants via subscription through an established connection to Nasdaq through extranets, direct connection, and Internet-based virtual private networks.

                    The NASDAQ Ouch BBO Feed contains the following data elements: Symbol, bid price, and ask price.[4]                                          Unlike the Nasdaq TotalView feed, the Ouch BBO feed does not contain information about individual orders, either those residing within the Nasdaq system or those executed or routed by Nasdaq. Unlike the SIP feeds containing the National Best Bid and Offer (“NBBO”), the Ouch BBO Feed does not identify either the market center quoting the BBO or the size of the BBO quotes. It merely contains the symbol and bid and offer prices.                

By making the NASDAQ Ouch BBO Feed data available, Nasdaq enhances market transparency and fosters competition among orders and markets. Member firms may use the NASDAQ Ouch BBO Feed to more accurately price their orders based on Nasdaq's view of what the BBO is at any point in time, which may not be reflected in the official NBBO due to latencies inherent in the NBBO's dissemination. As a consequence, member firms may more accurately price their orders on Nasdaq, thus avoiding price adjustments by Nasdaq based on a quote that is no longer available. Additionally, members can price orders more aggressively to narrow the NBBO and provide better reference prices for investors.

At this time, Nasdaq does not have plans to charge an additional fee associated with the receipt of the NASDAQ Ouch BBO Feed. Should Nasdaq determine to charge fees associated with the NASDAQ Ouch BBO Feed, Nasdaq will submit a proposed rule change to the Commission in order to implement those fees.

#### 2. Statutory Basis

                    Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,[5]                                          in general and with Sections 6(b)(5) of the Act,[6]                                          in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Nasdaq believes that this proposal is in keeping with those principles by promoting increased transparency through the dissemination of NASDAQ Ouch BBO Feed data and by clarifying its availability.                

### 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.

### 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) of the Act [7]                                          and Rule 19b-4(f)(6) thereunder.[8] 

                    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act [9]                                          normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6) [10]                                          permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. Nasdaq requests that the Commission waive the 30-day operative delay because it would permit Nasdaq to immediately provide the information regarding the NASDAQ Ouch BBO Feed access requirements to market participants. The Commission believes that waiving the 30-day operative delay [11]                                          is consistent with the protection of investors and the public interest and designates the proposal operative upon filing.                

At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate 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.

## 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 e-mail to rule-comments@sec.gov.                      Please include File Number SR-NASDAQ-2010-012 on the subject line.                

### Paper Comments

    - Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-NASDAQ-2010-012. This file number should be included on the subject line if e-mail 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/​      ( print page 6248)    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 inspection and copying 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 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 publicly available. All submissions should refer to File Number SR-NASDAQ-2010-012 and should be submitted on or before March 1, 2010.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[12] 

Florence E. Harmon,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
        Back to Citation      

2.                             17 CFR 240.19b-4.                    
        Back to Citation      

3.                             17 CFR 240.19b-4(f)(6).                    
        Back to Citation      

4.                             Nasdaq also provides a time stamp and message type field for reference.                    
        Back to Citation      

5.                             15 U.S.C. 78f.                    
        Back to Citation      

6.                             15 U.S.C. 78f(b)(5).                    
        Back to Citation      

7.                             15 U.S.C. 78s(b)(3)(A).                    
        Back to Citation      

8.                             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. Nasdaq has satisfied this requirement.                    
        Back to Citation      

9.                             17 CFR 240.19b-4(f)(6).                    
        Back to Citation      

10.                             17 CFR 240.19b-4(f)(6).                    
        Back to Citation      

11.                             For 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).                    
        Back to Citation      

12.                                 17 CFR 200.30-3(a)(12).                        
        Back to Citation      

[FR Doc. 2010-2580 Filed 2-5-10; 8:45 am]

BILLING CODE 8011-01-P