2760 Federal Register / Vol. 80, No. 12 / Tuesday, January 20, 2015 / Notices 

11 15 U.S.C. 78s(b)(2)(C). 

12 15 U.S.C. 78q–1(b)(3)(F). 

13 15 U.S.C. 78q–1(b)(3)(F). 

14 15 U.S.C. 78q–1. 

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

16 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. See 

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

17 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). 

4 17 CFR 240.19b–4(f)(3). 

member for insolvency or noninsolvency related reasons. Section 4 of 

Rule 16 (Ceasing to Act for the Member) 

is renumbered as new Section 3 and 

revised to remove the reference to the 

‘‘Time of Insolvency’’ concept. 

In Rule 17—‘‘Procedures for When the 

Corporation Ceases to Act,’’ Section 1 

(Notification) is revised to clarify that 

FICC will notice the Commission as 

well as MBSD’s members of every 

decision to cease to act for a MBSD 

member. Section 1 of Rule 17 is further 

revised to remove the requirement that 

FICC establish a separate ‘‘Time of 

Insolvency,’’ in the event it ceases to act 

because of a member’s insolvency, or 

‘‘Cut-Off Time,’’ in the event it ceases to 

act for a member for non-insolvency 

related reasons. 

Sections 2, 2(a), 2(d) and 2(e) of Rule 

17 are revised to remove the ‘‘Time of 

Insolvency’’ and ‘‘Cut-Off Time’’ 

concepts, and instead rely on the time 

FICC ceases to act for a member for 

purposes of determining its obligations 

with respect to pending transactions 

involving such member. 

Section 2(g) of Rule 17, which 

provides that, in the context of FICC 

ceasing to act for a MBSD member, a 

transaction involving such member that 

would not otherwise be compared or 

deemed compared under the MBSD 

rules may, in certain circumstances, be 

deemed compared based solely on data 

submitted by a non-defaulting member, 

based on a multi-pronged facts and 

circumstances-based test, is removed. 

FICC will instead rely on the compared 

trade definitions in the MBSD rules 

when determining its obligations with 

respect to pending transactions 

involving an insolvent or otherwise 

defaulted member, subject to the 

discretion of FICC’s Board of Directors 

to determine otherwise in order to 

promote orderly settlement with respect 

to transactions the data on which have 

been submitted only by non-defaulting 

members. 

III. Discussion 

Section 19(b)(2)(C) of the Act 11

directs the Commission to approve a 

proposed rule change of a selfregulatory organization if it finds that 

such proposed rule change is consistent 

with the requirements of the Act and the 

rules and regulations thereunder 

applicable to such organization. Section 

17A(b)(3)(F) of the Act 12 requires, 

among other things, that the rules of a 

clearing agency be designed to achieve 

several goals, including promoting the 

prompt and accurate clearance and 

settlement of securities transactions 

and, to the extent applicable, derivative 

agreements, contracts, and transactions. 

The Commission concludes that the 

proposed rule change is consistent with 

Section 17A(b)(3)(F) 13 of the Securities 

and Exchange Act of 1934, as amended, 

and the rules and regulations 

promulgated thereunder because it will 

promote the prompt and accurate 

clearance and settlement of securities 

transactions and remove impediments 

to and perfect the mechanism of a 

national system for the prompt and 

accurate clearance and settlement of 

securities transactions. In particular, the 

rule change simplifies FICC’s process in 

a cease to act situation and provide 

greater legal certainty for FICC and its 

members as to FICC’s obligations with 

respect to pending transactions 

involving an insolvent or otherwise 

defaulted member, particularly in an 

intra-day cease to act situation. 

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act, particularly 

those set forth in Section 17A,14 and the 

rules and regulations thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,15 that the 

proposed rule change (SR–FICC–2014– 

06) be, and hereby is, approved.16

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–00704 Filed 1–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Thursday, January 22, 2015 at 2:00 

p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matter at the Closed Meeting. 

Commissioner Stein, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in closed session. 

The subject matter of the Closed 

Meeting will be: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings 

Consideration of amicus participation; 

and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact the Office of the Secretary at 

(202) 551–5400. 

Dated: January 15, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–00926 Filed 1–15–15; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74042; File No. SR–OCC– 

2015–01] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of Proposed Rule Change 

Concerning the Date of the Annual 

Meeting of The Options Clearing 

Corporation’s Stockholders 

January 13, 2015. 

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 

7, 2015, The Options Clearing 

Corporation (‘‘OCC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change described in I Items I, II and III 

below, which Items have been prepared 

by OCC. OCC filed the proposed rule 

change pursuant to Section 19(b)(3)(A) 3

of the Act and Rule 19b–4(f)(3) 4


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 12 / Tuesday, January 20, 2015 / Notices 2761 

5 8 Del. C. 1953, § 211. 

6 15 U.S.C. 78q–1(b)(3)(C). 

7 15 U.S.C. 78q–1(b)(3)(F). 

8 15 U.S.C. 78q–1(b)(3)(I). 

thereunder, so that the proposal was 

effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the rule change from 

interested parties. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

This proposed rule change would 

provide OCC with flexibility with 

respect to setting the date for the annual 

meeting of OCC’s stockholders. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, 

OCC 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. OCC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

The purpose of this proposed rule 

change is to provide OCC with 

administrative flexibility with respect to 

setting the date of the annual meeting of 

OCC’s stockholders. As background, a 

corporation incorporated under the laws 

of the State of Delaware, such as OCC, 

must hold an annual meeting of its 

stockholders.5 Currently, Article II, 

Section 1 of OCC’s By-Laws provides 

that the date of the annual meeting of 

OCC’s stockholders shall be the fourth 

Tuesday in April of each year. OCC 

desires to adopt a less prescriptive 

definition of when the annual meeting 

of stockholders shall occur (consistent 

with the laws of the State of Delaware) 

to, for example, permit the meeting to 

coincide with a meeting of its Board of 

Directors. OCC therefore is proposing to 

amend Article II, Section 1 of its ByLaws to provide that the annual meeting 

of OCC’s stockholders shall be a date no 

later than April 30th of each year as 

determined by OCC’s Board of Directors. 

OCC believes that by providing it with 

the administrative flexibility to hold the 

annual meeting of its stockholders on a 

date before April 30th of each year, OCC 

will be able to function in a more 

efficient manner by, for example, 

scheduling the annual meeting of 

stockholders to coincide with a meeting 

of OCC’s Board of Directors so that, for 

those directors first elected at such 

annual meeting of stockholders, they 

may participate at such meeting of the 

Board of Directors. The proposed rule 

change will not affect clearing members, 

or other users of OCC’s services. 

2. Statutory Basis 

OCC believes that the proposed rule 

change is consistent with Section 

17A(b)(3)(C) of the Securities Exchange 

Act of 1934, as amended (the ‘‘Act’’),6

since the proposed rule change is 

ministerial in nature and does not affect 

the fair representation of its 

stockholders in the administration of 

OCC’s affairs, nor does it affect the 

ability of OCC’s clearing members to 

participate in the selection of OCC’s 

Board of Directors, since OCC is not 

proposing to change the provisions of 

Article III, Section 5 of its By-Laws, 

which provides the means by which 

clearing members may participate in the 

selection of OCC’s Board of Directors. In 

addition, OCC believes that the 

proposed rule change is consistent with 

Section 17A(b)(3)(F) of the Act 7 because 

it is designed to protect investors and 

the public interest. By permitting the 

annual meeting of OCC’s stockholders to 

be held on an earlier date, any newly 

elected directors would be able to 

participate in the first meeting of OCC’s 

Board of Directors thereby better 

ensuring that the persons sitting on 

OCC’s Board of Directors are most 

suited to serve OCC in a given year, 

which, in turn, provides for better 

protection of investors and is in the 

public interest. The proposed rule 

change is not inconsistent with the 

existing By-Laws or Rules of OCC, 

including any By-Laws proposed to be 

amended. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

OCC does not believe that the 

proposed rule change would impose any 

burden on competition.8 Changes to the 

rules of a clearing agency may have an 

impact on the participants in a clearing 

agency and the markets that the clearing 

agency serves. This proposed rule 

change affects OCC in that it amends the 

By-Law prescribing the date on which 

the annual meeting of OCC’s 

stockholders shall occur. The proposed 

modifications would not unfairly inhibit 

access to OCC’s services or disadvantage 

or favor any particular user in 

relationship to another user because 

they relate to the administration of OCC 

and would not impose any burden on 

clearing members or other OCC 

participants. 

For the foregoing reasons, OCC 

believes that the proposed rule change 

is in the public interest, would be 

consistent with the requirements of the 

Act applicable to clearing agencies and 

would not impose a burden on 

competition. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants or Others 

Written comments on the proposed 

rule change were not and are not 

intended to be solicited with respect to 

the proposed rule change and none have 

been received. 

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 and paragraph (f) of Rule 

19b–4 thereunder. 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– 

OCC–2015–01 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–OCC–2015–01. 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 of submission. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/sro.shtml). 


rljohnson on DSK3VPTVN1PROD with NOTICES
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