Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 551 

53See FSI Letter. 

54 15 U.S.C. 78s(b)(2). 

55 Id. 

56 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

FINRA clarify Question 14M on the 

Form U4 to remove any confusion 

regarding its scope.53 In addition, the 

commenter stated that FINRA should 

clarify that it will not fine firms in 

instances where they did not treat a 

short sale as a compromise with 

creditors under Question 14K on the 

Form U4 prior to FINRA’s guidance on 

the subject. In response, FINRA states it 

believes that these comments are 

outside the scope of the proposed rule 

change, and should be addressed in the 

context of changes to the Form U4 or its 

interpretations. 

IV. Accelerated Approval 

The Commission finds good cause to 

approve the proposed rule change, as 

amended by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of notice of filing thereof in 

the Federal Register. The amendment 

responds to issues raised by 

commenters and makes minor 

modifications in response to the 

comments. Accelerated approval would 

allow FINRA to implement the amended 

proposal without delay. The proposal 

will provide firms with an incentive to 

determine if additional disclosures on 

Form U4 are required for their registered 

personnel, ultimately resulting in more 

complete and accurate information in 

WebCRD, and as a consequence in 

BrokerCheck. As noted by FINRA and 

the commenters, WebCRD is an 

important tool used by regulators, as 

well as the public to get information 

about registered persons with whom 

they may wish to do business. 

Therefore, implementing the proposal 

without delay is in the public interest. 

Accordingly, the Commission believes 

that good cause exists, pursuant to 

Section 19(b)(2) of the Act,54 to approve 

the proposed rule change, as amended 

by Amendment No. 1, on an accelerated 

basis. 

V. 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– 

FINRA–2014–038 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–FINRA–2014–038. 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 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 

FINRA. 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–FINRA–2014–038 and 

should be submitted on or before 

January 27, 2015. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) 55 of the Act, that the 

proposed rule change (SR–FINRA– 

2014–038) be and hereby is approved, as 

amended, on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.56

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30902 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73963; File No. SR– 

NYSEArca–2014–141] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the Bylaws of 

the Exchange’s Ultimate Parent 

Company, Intercontinental Exchange, 

Inc., To Designate Its Chief Strategic 

Officer, Chief Technology Officer and 

General Counsel as ‘‘Senior Officers’’ 

of ICE 

December 30, 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 

29, 2014, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) 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 the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend the 

Bylaws (the ‘‘ICE Bylaws’’) of the 

Exchange’s ultimate parent company, 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

to designate its Chief Strategic Officer, 

Chief Technology Officer and General 

Counsel as ‘‘Senior Officers’’ of ICE. 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, 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. 


tkelley on DSK3SPTVN1PROD with NOTICES
552 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

3 ICE owns 100% of the equity interest in ICE 

Holdings, Inc. (‘‘ICE Holdings’’), which in turn 

owns 100% of the equity interest in NYSE 

Holdings, LLC (‘‘NYSE Holdings’’). NYSE Holdings 

owns 100% of the equity interest of NYSE Group, 

Inc., which in turn directly or indirectly owns 

100% of the equity interest of three registered 

national securities exchanges and self-regulatory 

organizations—the Exchange, the New York Stock 

Exchange, LLC (‘‘NYSE’’) and NYSE MKT LLC 

(‘‘NYSE MKT’’). 

4The Exchange’s affiliates the NYSE and NYSE 

MKT have also submitted the same proposed rule 

filing in connection with the ICE Bylaw 

amendment. 

5 15 U.S.C. 78p. 

6A copy of the proposed amendment to the ICE 

Bylaws is attached as Exhibit 5A. An extract from 

the resolutions adopted by the ICE board of 

directors on February 28, 2014 authorizing the 

proposed amendment is attached as Exhibit 5B. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and the 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 

Commission has waived the five-day prefiling 

requirement in this case. 

12 17 CFR 240.19b–4(f)(6). 13 17 CFR 240.19b–4(f)(6)(iii). 14For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange seeks approval for its 

ultimate parent entity ICE 3 to amend 

the ICE Bylaws to designate its Chief 

Strategic Officer, Chief Technology 

Officer and General Counsel (each, a 

‘‘Designated Officer’’ and together, the 

‘‘Designated Officers’’) as ‘‘Senior 

Officers’’ of ICE. Each Designated 

Officer was a Senior Officer under the 

ICE Bylaws prior to the acquisition by 

ICE of NYSE Euronext in 2013 because 

each also was a Senior Vice President. 

Under the ICE Bylaws, all Senior Vice 

Presidents are Senior Officers. As Senior 

Officers, the Designated Officers were 

entitled under Article X, Section 10.6 of 

the ICE Bylaws to indemnification by 

ICE against certain actions, suits and 

proceedings. 

Upon consummation of the 

acquisition of NYSE Euronext, the three 

titles were streamlined and the term 

‘‘Senior Vice President’’ was eliminated. 

Specifically, the officer whose former 

title was ‘‘Senior Vice President, Chief 

Strategic Officer’’ is now ‘‘Chief 

Strategic Officer’’; the officer whose 

former title was ‘‘Senior Vice President, 

Chief Technology Officer’’ is now 

‘‘Chief Technology Officer’’; and the 

officer whose title was formerly ‘‘Senior 

Vice President, General Counsel’’ is now 

‘‘General Counsel’’. The proposed 

amendment to the ICE Bylaws would 

assure that the Designated Officers 

continue to be identified as ‘‘Senior 

Officers’’ of ICE and therefore eligible 

for indemnification under Article X, 

Section 10.6 of the ICE Bylaws. The 

proposed rule change would not extend 

the indemnification provisions of the 

ICE Bylaws to any officers that were not 

historically indemnified nor would it 

alter the scope of the indemnity 

provided.4

Under the proposed amendment, 

Section 5.1 of the ICE Bylaws would be 

amended to identify by title additional 

officers that the board of directors may 

choose, specifically a Chief Strategic 

Officer, a Chief Technology Officer and 

a General Counsel (the ‘‘Designated 

Officers’’). Section 5.1 would also be 

amended to expand the definition of the 

term ‘‘Senior Officer’’ to include the 

Designated Officers and any other 

officer designated a ‘‘Senior Officer’’ by 

the Board or the Compensation 

Committee of the Board from time to 

time in its sole discretion. The 

amendments also would provide that 

any employee deemed an officer of the 

Corporation under Section 16 of the 

Exchange Act 5 will be deemed a Senior 

Officer for purposes of the Bylaws.6

2. Statutory Basis 

The Exchange believes that this filing 

is consistent with Section 6(b) of the 

Exchange Act,7 in general, and Section 

6(b)(5) of the Exchange Act,8 in 

particular, because the proposed rule 

change summarized herein would be 

consistent with and facilitate a 

governance and regulatory structure that 

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. The clarification of the 

right to indemnification will enhance 

the ability of the Designated Officers to 

carry out their responsibilities as 

officers of ICE, including their 

responsibilities under the Exchange Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act. 

The proposed rule change is not 

designed to address any competitive 

issue in the U.S. or European securities 

markets or have any impact on 

competition in those markets; rather, the 

clarification of the right to 

indemnification will enhance the ability 

of the Designated Officers to carry out 

their responsibilities as such, including 

their responsibilities under the 

Exchange Act. 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A) of the Act 9 and Rule 19b– 

4(f)(6) thereunder.10 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 and Rule 19b– 

4(f)(6) thereunder.11

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 12 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 13

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 asked 

the Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because the clarification of the right to 

indemnification may enhance the ability 

of the relevant officers of ICE to carry 

out their responsibilities as such, 

including their responsibilities under 

the Exchange Act, without delay. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.14


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 553 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Exchange Act Release No. 73210 (Sept. 25, 

2014), 79 FR 59322 (Oct. 1, 2014) (Notice of Filing 

of a Proposed Rule Change to Adopt FINRA Rules 

0190 (Effective Date of Revocation, Cancellation, 

Expulsion, Suspension or Resignation) and 2040 

(Payments to Unregistered Persons) in the 

Consolidated FINRA Rulebook, and Amend FINRA 

Rule 8311 (Effect of a Suspension, Revocation, 

Cancellation, or Bar)) (‘‘Notice of Filing’’). The 

comment period closed on October 22, 2014. 

4William A. Jacobson, Clinical Professor of Law, 

Cornell Law School, and Director, Cornell 

Securities Law Clinic (Oct. 17, 2014) (‘‘Cornell’’); 

Peter J. Chepucavage, Esq., GC Plexus Consulting 

Group (Oct. 21, 2014) (‘‘Plexus’’); William Beatty, 

President, North American Securities 

Administrators Association and Washington 

Securities Commissioner (Oct. 22, 2014) 

(‘‘NASAA’’); Howard Spindel, Senior Managing 

Director, and Cassondra E. Joseph, Managing 

Director, Integrated Management Solutions USA 

LLC (Oct. 22, 2014) (‘‘IMS’’); Paul J. Tolley, Senior 

Vice President, Chief Compliance Officer, 

Commonwealth Financial Network (Oct. 22, 2014) 

(‘‘Commonwealth’’); Kevin Zambrowicz, Associate 

General Counsel & Managing Director, Securities 

Industry and Financial Markets Association (Oct. 

22, 2014) (‘‘SIFMA’’); and Catherine T. Dixon, 

Chair, Federal Regulation of Securities Committee, 

Business Law Section, American Bar Association 

(Nov. 5, 2014) (‘‘ABA’’). 

5Letter from Kosha K. Dalal, Associate Vice 

President and Associate General Counsel, FINRA to 

Katherine England, Assistant Director, Division of 

Trading and Markets, Securities and Exchange 

Commission, dated Nov. 10, 2014. 

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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 

• 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– 

NYSEArca–2014–141 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–NYSEArca–2014–141. 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– 

NYSEArca–2014–141, and should be 

submitted on or before January 27, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30899 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73954; File No. SR–FINRA– 

2014–037] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Order Approving 

Proposed Rule Change to FINRA Rules 

0190 (Effective Date of Revocation, 

Cancellation, Expulsion, Suspension 

or Resignation) and 2040 (Payments to 

Unregistered Persons) in the 

Consolidated FINRA Rulebook, and 

Amend FINRA Rule 8311 (Effect of a 

Suspension, Revocation, Cancellation, 

or Bar) 

December 30, 2014. 

I. Introduction 

On September 10, 2014, Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) filed with the Securities and 

Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change to streamline provisions of 

NASD Rule 2410 (Net Prices to Persons 

Not in Investment Banking or Securities 

Business), NASD Rule 2420 (Dealing 

with Non-Members), NASD IM–2420–1 

(Transactions Between Members and 

Non-Members), NASD IM–2420–2 

(Continuing Commissions Policy), 

Incorporated NYSE Rule 353 (Rebates 

and Compensation), Incorporated NYSE 

Rule Interpretation 345(a)(i)/01 

(Compensation to Non-Registered 

Persons) and Incorporated NYSE Rule 

Interpretation 345(a)(i)/02 

(Compensation Paid for Advisory 

Solicitations), which would be deleted 

from the current FINRA rulebook. The 

proposed rule change would also adopt 

the requirements of NASD Rule 1060(b) 

(Persons Exempt from Registration) and 

Incorporated NYSE Rule Interpretation 

345(a)(i)/03 (Compensation to NonRegistered Foreign Persons Acting as 

Finders), as FINRA Rule 2040(c) 

(Nonregistered Foreign Finders) in the 

consolidated FINRA rulebook without 

material change. In addition, the 

proposed rule change would amend 

FINRA Rule 8311 (Effect of a 

Suspension, Revocation, Cancellation, 

or Bar), add new Supplementary 

Material .01 (Remuneration Accrued 

Prior to Effective Date of Sanction or 

Disqualification), and adopt the 

requirements of NASD IM–2420–1(a) 

(Non-members of the Association), as 

FINRA Rule 0190 (Effective Date of 

Revocation, Cancellation, Expulsion, 

Suspension or Resignation). 

The proposed rule change was 

published for comment in the Federal 

Register on October 1, 2014.3 The 

Commission received seven comment 

letters in response to the Notice of 

Filing.4 On November 10, 2014, FINRA 

extended the time period in which the 

Commission must approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change to 

December 30, 2014.5 On December 23, 


tkelley on DSK3SPTVN1PROD with NOTICES