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###### Securities and Exchange Commission

          - [Release No. 34-73660; File No. SR-Phlx-2014-74]

                    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 November 12, 2014, NASDAQ OMX PHLX LLC (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I and II 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 make a minor clarifying change to Section VIII of the Pricing Schedule entitled “NASDAQ OMX PSX Fees,” with respect to execution and routing of orders in securities priced at $1 or more per share.

                    The text of the proposed rule change is available on the Exchange's Web site at                     *http://nasdaqomxphlx.cchwallstreet.com/​,*                     at the principal office of the Exchange, and at the Commission's Public Reference Room.                

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

                    In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed                           ( print page 70606)                        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 purpose of the proposed rule change is to make a minor clarifying change to the Pricing Schedule applicable to shares executed on the NASDAQ OMX PSX System (“PSX”). Specifically, the Exchange proposes to clarify the definition of Consolidated Volume under Section VIII(a) of the Pricing Schedule. The Exchange recently adopted [3]                                          the definition of Consolidated Volume, which is used as a measure in determining market participant eligibility for certain credits for participation in PSX. Consolidated Volume is currently defined as the total consolidated volume reported to all consolidated transaction reporting plans by all exchanges and trade reporting facilities during a month, excluding executed orders with a size of less than one round lot. The Exchange compares a participant's equity transactions in PSX to Consolidated Volume to determine how impactful its particular order activity in PSX is in relation to overall equity market volume. The Exchange notes that the definition of Consolidated Volume does not expressly state that it encompasses equity securities only. Accordingly, the Exchange is proposing to add language to the definition to clarify that the definition under Section VIII(a) applies only to equity securities.                

#### 2. Statutory Basis

                    The Exchange believes that the proposed rule change is consistent with Section 6 of the Act,[4]                                          in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,[5]                                          in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system which the Exchange operates or controls, and 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; and are not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. Specifically, the proposed change furthers these objectives because it clarifies the rule and helps avoid potential investor confusion on how the credits that use the definition are applied. The Exchange notes that it is not changing how the rule is applied, and therefore the credits provided continue to be reasonable and equitably allocated among market participants.                

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

The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. Specifically, the change does not alter the meaning or application of the Exchange's Pricing Schedule, and therefore does not affect competition in any respect.

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

                    A proposed rule change filed under Rule 19b-4(f)(6) [8]                                          normally may not become operative prior to 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) [9]                                          permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission to waive the 30-day operative delay period to allow the Exchange to immediately implement a change in rule language that will serve to enhance the clarity and consistency of the Exchange's Pricing Schedule. The Commission believes that the proposed rule change will enhance clarity and avoid possible misinterpretation of the rule. For these reasons, the Commission believes that the proposed rule change presents no novel issues and that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby designates the proposed rule change to be operative upon filing.[10] 

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.

## IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

### Electronic Comments

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                
    - Send an email to rule-comments@sec.gov.                      Please include File Number SR-Phlx-2014-74 on the subject line.                

### Paper Comments

    - Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

                    All submissions should refer to File Number SR-Phlx-2014-74. 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                           ( print page 70607)                        only one method. The Commission will post all comments on the Commission's Internet Web site (                    *http://www.sec.gov/​rules/​sro.shtml*). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2014-74 and should be submitted on or before December 17, 2014.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[11] 

Kevin M. O'Neill,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                                                     *See*                         SR-Phlx-2014-70, filed with the Commission on October 24, 2014 (awaiting publication in the                         **Federal Register**                        ).                    
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4.                             15 U.S.C. 78f.                    
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5.                             15 U.S.C. 78f(b)(4) and (5).                    
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6.                             15 U.S.C. 78s(b)(3)(a)(ii).                    
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7.                             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.                    
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8.                             17 CFR 240.19b-4(f)(6).                    
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9.                             17 CFR 240.19b-4(f)(6)(iii).                    
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10.                             For purposes only of waiving the 30-day operative delay for this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation.                         *See*15 U.S.C. 78c(f).                    
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11.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2014-27978 Filed 11-25-14; 8:45 am]

BILLING CODE 8011-01-P