914 Federal Register / Vol. 80, No. 4 / Wednesday, January 7, 2015 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 ‘‘UTP Securities’’ is included within the 

definition of ‘‘security’’ as that term is used in the 

NYSE MKT Equities Rules. See NYSE MKT Rule 

3—Equities. In accordance with this definition, 

UTP Securities are admitted to dealings on the 

Exchange on an ‘‘issued,’’ ‘‘when issued,’’ or ‘‘when 

distributed’’ basis. See NYSE MKT Rule 501— 

Equities. 

5See Securities Exchange Act Release No. 62479 

(July 9, 2010), 75 FR 41264 (July 15, 2010) (SR– 

NYSEAmex–2010–31). See also Securities 

Exchange Act Release Nos. 62857 (September 7, 

2010), 75 FR 55837 (September 14, 2010) (SR– 

NYSEAmex–2010–89); 63601 (December 22, 2010), 

75 FR 82117 (December 29, 2010) (SR–NYSEAmex– 

2010–124); 64746 (June 24, 2011), 76 FR 38446 

(June 30, 2011) (SR–NYSEAmex–2011–45); 66040 

(December 23, 2011), 76 FR 82324 (December 30, 

2011) (SR–NYSEAmex–2011–104); 67497 (July 25, 

2012), 77 FR 45404 (July 31, 2012) (SR–NYSEMKT– 

2012–25); 68561 (January 2, 2013), 78 FR 1290 

(January 8, 2013) (SR–NYSEMKT–2012–86); 69814 

(June 20, 2013), 78 FR 38762 (June 27, 2013) (SR– 

NYSEMKT–2013–53); 71363 (January 21, 2014), 79 

FR 4373 (January 27, 2014) (SR–NYSEMKT–2014– 

01); and 72624 (July 16, 2014), 79 FR 42595 (July 

22, 2014) (SR–NYSEMKT–2014–59). The UTP Pilot 

Program was originally limited to securities listed 

on the Nasdaq Stock Market LLC (‘‘Nasdaq 

Securities’’), but the Exchange recently expanded 

the UTP Pilot Program beyond Nasdaq Securities. 

See Securities Exchange Act Release No. 71952 

(April 16, 2014), 79 FR 22558 (April 22, 2014) (SR– 

NYSEMKT–2014–32). 

6With respect to Nasdaq Securities, the term 

‘‘UTP Plan’’ means 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 Privilege Basis, as amended from time to 

time, filed with and approved by the Commission. 

See Securities Exchange Act Release No. 70953 

(November 27, 2013), 78 FR 72932 (December 4, 

2013) (File No. S7–24–89). The Exchange’s 

predecessor, the American Stock Exchange LLC, 

joined the UTP Plan in 2001. See Securities 

Exchange Act Release No. 55647 (April 19, 2007), 

72 FR 20891 (April 26, 2007) (File No. S7–24–89). 

In March 2009, the Exchange changed its name to 

NYSE Amex LLC, and, in May 2012, the Exchange 

subsequently changed its name to NYSE MKT LLC. 

See Securities Exchange Act Release Nos. 59575 

(March 13, 2009), 74 FR 11803 (March 19, 2009) 

(SR–NYSEALTR–2009–24) and 67037 (May 21, 

2012), 77 FR 31415 (May 25, 2012) (SR– 

NYSEAmex–2012–32). With respect to all other 

UTP Securities, the term ‘‘UTP Plan’’ means the 

Consolidated Tape Association Plan for the 

Dissemination of Last Sale Prices of Transactions in 

Eligible Securities, as amended from time to time, 

filed with and approved by the Commission. See 

Securities Exchange Act Release No. 10787 (May 

10, 1974), 39 FR 17799 (May 20, 1974) (declaring 

the CTA Plan effective). See also Securities 

Exchange Release No. 70794 (October 31, 2013), 78 

FR 66789 (November 6, 2013) (SR–CTA–2013–05). 

7 15 U.S.C. 78l. 

8See NYSE MKT Rule 103—Equities. 

9See Securities Exchange Act Release No. 60758 

(October 1, 2009), 74 FR 51639 (October 7, 2009) 

(SR–NYSEAmex–2009–65). See also Securities 

Exchange Act Release Nos. 61030 (November 19, 

2009), 74 FR 62365 (November 27, 2009) (SR– 

NYSEAmex–2009–83); 61725 (March 17, 2010), 75 

FR 14223 (March 24, 2010) (SR–NYSEAmex–2010– 

28); 62820 (September 1, 2010), 75 FR 54935 

(September 9, 2010) (SR–NYSEAmex–2010–86); 

63615 (December 29, 2010), 76 FR 611 (January 5, 

2011) (SR–NYSEAmex–2010–123); 64773 (June 29, 

2011), 76 FR 39453 (July 6, 2011) (SR–NYSEAmex– 

2011–43); 66042 (December 23, 2011), 76 FR 82326 

(December 30, 2011) (SR–NYSEAmex–2011–102); 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73969; File No. SR– 

NYSEMKT–2014–112] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Proposes To Amend 

NYSE MKT Rule 500—Equities To 

Extend the Operation of the Pilot 

Program That Allows ‘‘UTP Securities’’ 

To Be Traded on the Exchange 

Pursuant to a Grant of Unlisted 

Trading Privileges 

December 31, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

23, 2014, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) 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 by the self-regulatory 

organization. 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 

NYSE MKT Rule 500—Equities to 

extend the operation of the pilot 

program that allows ‘‘UTP Securities’’ to 

be traded on the Exchange pursuant to 

a grant of unlisted trading privileges. 

The pilot program is currently 

scheduled to expire on December 31, 

2014; the Exchange proposes to extend 

it until the earlier of Commission 

approval to make such pilot permanent 

or July 31, 2015. The text of the 

proposed rule change is available on the 

Exchange’s Web site at www.nyse.com, 

at the principal office of the Exchange, 

on the Commission’s Web site at 

www.sec.gov, 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 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

NYSE MKT Rule 500—Equities to 

extend the operation of the pilot 

program that allows ‘‘UTP Securities’’ to 

be traded on the Exchange pursuant to 

a grant of unlisted trading privileges.4

The pilot program is currently 

scheduled to expire on December 31, 

2014; the Exchange proposes to extend 

it until the earlier of Commission 

approval to make such pilot permanent 

or July 31, 2015. 

NYSE MKT Rules 500–525—Equities, 

as a pilot program, govern the trading of 

any ‘‘UTP Securities’’ on the Exchange 

pursuant to unlisted trading privileges 

(‘‘UTP Pilot Program’’).5 The Exchange 

hereby seeks to extend the operation of 

the UTP Pilot Program, currently 

scheduled to expire on December 31, 

2014, until the earlier of Commission 

approval to make such pilot permanent 

or July 31, 2015. 

The UTP Pilot Program includes any 

security, other than a security that is 

listed on the Exchange, that (i) is 

designated as an ‘‘eligible security’’ 

pursuant to the ‘‘UTP Plan,’’ 6 (ii) has 

been admitted to dealings on the 

Exchange pursuant to a grant of unlisted 

trading privileges in accordance with 

section 12(f) of the Act,7 and (iii) if it 

is an ‘‘Exchange Traded Product’’ 

(‘‘ETP’’) that does not have any 

component security that is listed or 

traded on the Exchange or the New York 

Stock Exchange LLC (‘‘NYSE’’); 

provided, however, that the Invesco 

PowerShares QQQTM (the ‘‘QQQ’’TM) 

may be admitted to dealings on the 

Exchange pursuant to a grant of unlisted 

trading privileges although one or more 

component securities of the QQQ may 

be listed or traded on the Exchange or 

the NYSE, subject to the conditions of 

Rule 504(b)(5)—Equities. 

The Exchange notes that its New 

Market Model Pilot (‘‘NMM Pilot’’), 

which, among other things, eliminated 

the function of specialists on the 

Exchange and created a new category of 

market participant, the Designated 

Market Maker (‘‘DMM’’),8 is also 

scheduled to end on December 31, 

2014.9 The timing of the operation of 


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 4 / Wednesday, January 7, 2015 / Notices 915 

67495 (July 25, 2012), 77 FR 45406 (July 31, 2012) 

(SR–NYSEMKT–2012–21); 68559 (January 2, 2013), 

78 FR 1286 (January 8, 2013) (SR–NYSEMKT– 

2012–84); 69812 (June 20, 2013), 78 FR 38766 (June 

27, 2013) (SR–NYSEMKT–2013–51); 71342 (January 

17, 2014), 79 FR 4197 (January 24, 2014) (SR– 

NYSEMKT–2014–02); and 72622 (July 16, 2014). 79 

FR 42600 (July 22, 2014) (SR–NYSEMKT–2014–57). 

10 15 U.S.C. 78. 

11See SR–NYSEAmex–2010–31, supra note 5, at 

41271. 

12 Id. 

13See SR–NYSEMKT–2014–109. 

14 15 U.S.C. 78f(b). 

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

16 15 U.S.C. 78k–1(a)(1). 

17 15 U.S.C. 781(f). 

18See supra note 13. 

19 15 U.S.C. 78f(b)(8). 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f)(6). 

22 In addition, Rule 19b–4(f)(6)(iii) requires the 

Exchange to give the Commission written notice of 

the Exchange’s intent to file the proposed rule 

change, along with a brief description and text of 

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. 

23 17 CFR 240.19b–4(f)(6)(iii). 

the UTP Pilot Program was designed to 

correspond to that of the NMM Pilot. In 

approving the UTP Pilot Program, the 

Commission acknowledged that the 

rules relating to DMM benefits and 

duties in trading Nasdaq Securities on 

the Exchange pursuant to the UTP Pilot 

Program are consistent with the Act 10

and noted the similarity to the NMM 

Pilot, particularly with respect to DMM 

obligations and benefits 11—the 

Exchange considers the same to be true 

with respect to all UTP Securities, 

including for ETPs that are included in 

the UTP Pilot Program. Furthermore, the 

UTP Pilot Program rules pertaining to 

the assignment of securities to DMMs 

are substantially similar to the rules 

implemented through the NMM Pilot.12

The Exchange has similarly filed to 

extend the operation of the NMM Pilot 

until the earlier of Commission approval 

to make the NMM Pilot permanent or 

July 31, 2015.13

Extension of the UTP Pilot Program in 

tandem with the NMM Pilot, both from 

December 31, 2014 until the earlier of 

Commission approval to make such 

pilots permanent or July 31, 2015, will 

provide for the uninterrupted trading of 

UTP Securities on the Exchange on an 

unlisted trading privileges basis and 

thus continue to encourage the 

additional utilization of, and interaction 

with, the Exchange, and provide market 

participants with improved price 

discovery, increased liquidity, more 

competitive quotes and greater price 

improvement for UTP Securities. 

The proposed change is not otherwise 

intended to address any other issues 

and the Exchange is not aware of any 

problems that member organizations 

would have in complying with the 

proposed change. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange. In particular, the Exchange 

believes that its proposal to extend the 

UTP Pilot Program is consistent with (i) 

section 6(b) of the Act,14 in general, and 

furthers the objectives of section 6(b)(5) 

of the Act,15 in particular, in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, 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; (ii) 

section 11A(a)(1) of the Act,16 in that it 

seeks to ensure the economically 

efficient execution of securities 

transactions and fair competition among 

brokers and dealers and among 

exchange markets; and (iii) section 12(f) 

of the Act,17 which governs the trading 

of securities pursuant to unlisted 

trading privileges consistent with the 

maintenance of fair and orderly markets, 

the protection of investors and the 

public interest, and the impact of 

extending the existing markets for such 

securities. 

Specifically, the Exchange believes 

that extending the UTP Pilot Program 

would provide for the uninterrupted 

trading of UTP Securities on the 

Exchange on an unlisted trading 

privileges basis and thus continue to 

encourage the additional utilization of, 

and interaction with, the Exchange, 

thereby providing market participants 

with additional price discovery, 

increased liquidity, more competitive 

quotes and potentially greater price 

improvement for UTP Securities. 

Additionally, under the UTP Pilot 

Program, UTP Securities trade on the 

Exchange pursuant to rules governing 

the trading of Exchange-Listed securities 

that previously have been approved by 

the Commission. Accordingly, this 

proposed rule change would permit the 

Exchange to extend the effectiveness of 

the UTP Pilot Program in tandem with 

the NMM Pilot, which the Exchange has 

similarly proposed to extend until the 

earlier of Commission approval to make 

such pilot permanent or July 31, 2015.18

Finally, the Exchange believes that it 

is subject to significant competitive 

forces, as described below in the 

Exchange’s statement regarding the 

burden on competition. For these 

reasons, the Exchange believes that the 

proposal is consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with section 6(b)(8) of 

the Act,19 the Exchange believes that the 

proposed rule change would not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that extending the 

UTP Pilot Program will promote 

competition in the trading of UTP 

Securities and thereby provide market 

participants with opportunities for 

improved price discovery, increased 

liquidity, more competitive quotes, and 

greater price improvement. 

Finally, the Exchange notes that it 

operates in a highly competitive market 

in which market participants can 

readily favor competing venues. In such 

an environment, the Exchange must 

continually review, and consider 

adjusting the services it offers and the 

requirements it imposes to remain 

competitive with other U.S. equity 

exchanges. For the reasons described 

above, the Exchange believes that the 

proposed rule change reflects this 

competitive environment. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to section 19(b)(3)(A) 

of the Act 20 and Rule 19b–4(f)(6) 21

thereunder because the proposal does 

not: (i) Significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) by its 

terms, become operative for 30 days 

from the date on which it was filed, or 

such shorter time as the Commission 

may designate if consistent with the 

protection of investors and the public 

interest.22

A proposed rule change filed under 

Rule 19b–4(f)(6) normally may not 

become operative prior to 30 days after 

the date of filing. However, Rule 19b– 

4(f)(6)(iii) 23 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 


rljohnson on DSK3VPTVN1PROD with NOTICES
916 Federal Register / Vol. 80, No. 4 / Wednesday, January 7, 2015 / Notices 

24For purposes only of waiving the 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). 

25 15 U.S.C. 78s(b)(3)(C). 

26 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b-4. 

Exchange has requested that the 

Commission waive the 30-day operative 

delay period so that the proposal may 

become operative before the pilot’s 

expiration. The Exchange stated that an 

immediate operative date is necessary in 

order to immediately implement the 

proposed rule change so that member 

organizations could continue to benefit 

from the pilot program without 

interruption after December 31, 2014. 

The Commission believes that waiver 

of the 30-day operative delay period is 

consistent with the protection of 

investors and the public interest. 

Specifically, the Commission believes 

that the proposal would allow the pilot 

to continue uninterrupted, thereby 

avoiding any potential investor 

confusion that could result from the 

temporary interruption in the pilot 

program. For these reasons, the 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest, and designates the 

proposed rule change to be operative on 

December 31, 2014.24

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.25

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– 

NYSEMKT–2014–112 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–NYSEMKT–2014–112. 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 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 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 

available publicly. All submissions 

should refer to File Number SR– 

NYSEMKT–2014–112 and should be 

submitted on or before January 28, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30970 Filed 1–6–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73972; File No. SR– 

NASDAQ–2014–126] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market, LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify 

Nasdaq’s Rule Governing Modification 

of Orders in the Event of an Issuer 

Corporate Action Related to a 

Dividend, Payment or Distribution 

December 31, 2014. 

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 December 

18, 2014, 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 the Substance 

of the Proposed Rule Change 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaq.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 

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 

Nasdaq Rule 4761 addresses the 

treatment of quotes/orders in securities 

that are the subject of issuer corporate 

actions related to a dividend, payment 

or distribution. The rule applies to any 

trading interest that is carried on the 

Nasdaq Market Center book overnight. 

As a general matter, Nasdaq cancels 

open quotes/orders in the event of any 

corporate action related to a dividend, 

payment or distribution, on the ex-date 

of the action. The cancellation occurs 

immediately prior to the opening of 

trading at 4 a.m. on the ex-date of the 

corporate action, and the member 

receives a cancellation notice, so that it 

can, if it desires, reenter the order at the 

commencement of trading on the exdate. 

Prior to 2013, Nasdaq Rule 4761 

provided for a complex variety of 

adjustments of quotes and orders carried 

on the Nasdaq book overnight; 

depending on the nature of the 


rljohnson on DSK3VPTVN1PROD with NOTICES