2762 Federal Register / Vol. 80, No. 12 / Tuesday, January 20, 2015 / Notices 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73683 

(November 25, 2014), 79 FR 71490 (‘‘Notice’’). 

4See Securities Exchange Act Release No. 73950 

(December 29, 2014), 80 FR 268 (January 5, 2015). 

5See Notice, supra note 3 at 71491. 

6See id. at 71492. 

7See id. at 71491. 

8See id. 

9See id. 

10See Exchange Rule 4753(a)(3)(A). The 

Exchange describes the Current Reference Price as 

the price at which the Cross would occur if it 

executed at the time of the NOII’s dissemination. 

See Notice, supra note 3, at 71491. 

11See Exchange Rule 4753(a)(5) (defining Eligible 

Interest as ‘‘any quotation or any order that has 

been entered into the system and designated with 

a time-in-force that would allow the order to be in 

force at the time of the Halt Cross’’). 

12See Exchange Rule 4753(a)(1). 

13See Notice, supra note 3, at 71491. The 

Exchange states that it also disseminates a Market 

Order Imbalance, which the Exchange defines as 

the number of shares of Eligible Interest entered 

through market orders that would not be matched 

with other order shares at the time of the 

dissemination of a NOII, if in fact there are such 

unexecutable market order shares. See Exchange 

Rule 4753(a)(2). When there is a Market Order 

Imbalance, the Exchange notes that it disseminates 

the imbalance and the buy/sell direction of the 

imbalance. See Notice, supra note 3, at 71491. 

14The Exchange explains that the Pre-Launch 

Period is the second phase of a two-phase process 

that NASDAQ uses for launching IPOs. See id. 

According to the Exchange, the Pre-Launch Period 

follows a 15-minute Display Only Period and is of 

no fixed duration. See id. In addition, the Exchange 

states that the NOII is disseminated every five 

seconds during both periods. See id. 

15See id. 

16See id. 

17See Notice, supra note 3, at 71491. 

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 Section, 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 OCC and on OCC’s Web site at 

http://www.theocc.com/components/

docs/legal/rules_and_bylaws/sr_occ_15_

01.pdf. 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–OCC–2015–01 and should 

be submitted on or before February 10, 

2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–00701 Filed 1–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74041; File No. SR– 

NASDAQ–2014–110] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Approving a Proposed Rule Change To 

Adopt NASDAQ Rule 7015(i) To Offer 

the New IPO Workstation 

January 13, 2015. 

I. Introduction 

On November 14, 2014, The NASDAQ 

Stock Market LLC (‘‘NASDAQ’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

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

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

offer stand-alone access to the 

Exchange’s IPO Indicator service. The 

proposed rule change was published for 

comment in the Federal Register on 

December 2, 2014.3 The Commission 

received no comments on the proposal. 

This order approves the proposed rule 

change. 

II. Description of the Proposal 

The Commission recently approved a 

proposed rule change from the 

Exchange to offer the IPO Indicator as 

an enhancement to the NASDAQ 

Workstation at no additional cost.4 The 

Exchange now proposes to adopt 

Exchange Rule 7015(i) to offer standalone access to the IPO Indicator service 

(‘‘IPO Workstation’’) at no cost at this 

time.5 That is, a subscription to the full 

NASDAQ Workstation will not be 

required to access the IPO Indicator for 

those subscribing to the IPO 

Workstation.6

The IPO Indicator, according to the 

Exchange, is designed to assist member 

firms in monitoring their orders in the 

NASDAQ Halt Cross process leading up 

to the launch of an initial public 

offering (‘‘IPO’’).7 According to the 

Exchange, the NASDAQ Halt Cross 

(‘‘Cross’’) is designed to provide for an 

orderly, single-priced opening of 

securities subject to an intraday halt, 

including securities that are the subject 

of an IPO.8 Prior to the Cross execution, 

the Exchange states that market 

participants enter quotes and orders 

eligible for participation in the Cross, 

and the Exchange disseminates certain 

information regarding buying and 

selling interest entered and the 

indicative execution price information, 

known as the Net Order Imbalance 

Indicator (‘‘NOII’’).9 The Exchange 

further states that the NOII is 

disseminated every five seconds during 

a designated period prior to the 

completion of the Halt Cross, in order to 

provide market participants with 

information regarding the possible price 

and volume of the Cross. According to 

the Exchange, the information provided 

in the NOII message includes the 

Current Reference Price 10 and the 

number of shares of Eligible Interest.11

The Exchange also disseminates 

information about the size and buy/sell 

direction of an Imbalance,12 which the 

Exchange defines as the number of 

shares of Eligible Interest with a limit 

price equal to the Current Reference 

Price that may not be matched with 

other order shares at a particular price 

at any given time.13 The Exchange states 

that the disseminated information 

reflects all shares eligible for 

participation in the Cross, regardless of 

time-in-force (including non-displayed 

shares and reserve size) and is meant to 

indicate the degree to which available 

liquidity on one or the other side of the 

market would not be executed if the 

Cross were to occur at that time. 

In the case of an IPO, the Exchange 

states that the Halt Cross operates as 

follows: first, the underwriters to the 

IPO make a determination to launch the 

IPO during the Pre-Launch Period 14

when the underwriters believe the 

security is ready to trade.15 Second, 

once the underwriter informs the 

Exchange that it is ready to launch the 

IPO, the NASDAQ system calculates the 

Current Reference Price at that time (the 

‘‘Expected Price’’) and displays it to the 

underwriter.16 If the underwriter then 

approves proceeding, the NASDAQ 

system conducts two validation checks: 

(1) The NASDAQ system determines 

whether all market orders will execute 

in the cross; and (2) whether the 

Expected Price and the price calculated 

by the Cross differ by an amount in 

excess of the price band selected by the 

underwriter.17 According to the 

Exchange, if either of the validation 

checks fails, the security will not be 

released for trading and the Pre-Launch 


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 12 / Tuesday, January 20, 2015 / Notices 2763 

18See id. Alternatively, the underwriter may, 

with the concurrence of the Exchange, determine to 

postpone and reschedule the IPO. See id. 19See id. 20The Exchange states that the information 

provided by the IPO Indicator is limited to the 

subscribing member firm’s orders. See id. 21See supra note 4 and accompanying text. 22See Notice, supra note 3, at 71491. 23See id. 24See id. 25 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

26 15 U.S.C. 78f(b)(5). 

27 15 U.S.C. 78f(b)(8). 

28See supra note 4 and accompanying text. 

29See Notice, supra note 3 at 71492. The 

Exchange notes that not all member firms subscribe 

to the NASDAQ Workstation and prospective users 

of the IPO indicator may not desire to pay for a full 

NASDAQ Workstation subscription for the sole 

purpose of assessing the IPO indicator. 

30 15 U.S.C. 78s(b)(2). 

31 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

5A Member is defined as ‘‘any registered broker 

or dealer that has been admitted to membership in 

the Exchange.’’ See Exchange Rule 1.5(n). 

Period will continue until all 

requirements are met.18

The Exchange proposes to offer the 

IPO Indicator to provide information 

about the number and price at which 

shares of a member firm’s orders entered 

for execution in an IPO Halt Cross (‘‘IPO 

shares’’) would execute in an IPO if it 

were to price at the present time.19

Under the proposal, the IPO Indicator 

will now be offered as a stand-alone 

service and would use the NOII 

information of an IPO security together 

with information about the member 

firm’s orders on NASDAQ in the IPO 

security.20 The Exchange notes that, 

similar to accessing the IPO Indicator 

from the NASDAQ Workstation as the 

Exchange currently offers,21 subscribing 

member firms will be able to access the 

IPO Indicator from the main IPO 

Workstation screen.22 Under the 

proposal, the Exchange states that 

member firms using the IPO Indicator 

would be able to see the Current 

Reference Price, the number of paired 

shares, the number of imbalance shares, 

the total number of IPO shares the 

subscribing member firm has entered for 

execution in the IPO Halt Cross, the 

nature of such shares (buy or sell), and 

the number of IPO shares that would be 

executed in the Halt Cross at that time 

for each of those categories.23 In 

addition, the Exchange states that 

subscribing member firms using the IPO 

Indicator would also be able to see 

details about its IPO shares presented by 

individual orders or order blocks, which 

would include the number of IPO shares 

in a particular order or order block, the 

number and percentage of IPO shares of 

the order or order block that would be 

executed in the Halt Cross if it occurred 

at any given time in the process, based 

on the NOII disseminated every five 

seconds, and the price at which the 

order or order block was submitted.24

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds 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.25 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,26 which requires, 

among other things, that the rules of a 

national securities exchange be 

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, and 

Section 6(b)(8) of the Act,27 which 

requires that the rules of the exchange 

do not impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

As described above, the Exchange 

proposes to adopt Exchange Rule 

7015(i) to offer stand-alone access to the 

IPO Indicator. The Commission notes 

that it recently approved a proposed 

rule change that allows the Exchange to 

provide the IPO Indicator through the 

NASDAQ Workstation.28 Offering the 

IPO indicator through the IPO 

Workstation will provide all member 

firms that are interested in subscribing 

to the IPO indicator a means to access 

it, at no cost at this time, in lieu of 

paying for a full NASDAQ Workstation 

subscription.29 Accordingly, the 

Commission believes that the proposed 

rule change adopting the IPO 

Workstation is designed to protect 

investors and the public interest by 

providing member firms with more 

information regarding their orders 

submitted for participation in an IPO 

Halt Cross. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,30 that the 

proposed rule change (SR–NASDAQ– 

2014–110) be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–00700 Filed 1–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74043; File No. SR–BATS– 

2015–01] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Related to Fees for Use 

of BATS Exchange, Inc. 

January 13, 2015. 

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 January 2, 

2015, BATS Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BATS’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Exchange has designated the proposed 

rule change as one establishing or 

changing a member due, fee, or other 

charge imposed by the Exchange under 

Section 19(b)(3)(A)(ii) of the Act 3 and 

Rule 19b–4(f)(2) thereunder,4 which 

renders the proposed rule change 

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 the Substance 

of the Proposed Rule Change 

The Exchange filed a proposal to 

amend the fee schedule applicable to 

Members 5 and non-members of the 

Exchange pursuant to BATS Rules 

15.1(a) and (c). Changes to the fee 

schedule pursuant to this proposal are 

effective upon filing. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.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 


rljohnson on DSK3VPTVN1PROD with NOTICES