[Federal Register Volume 77, Number 221 (Thursday, November 15, 2012)]
[Notices]
[Pages 68181-68182]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-27765]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-68192; File No. SR-FINRA-2012-048]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Repeal the Changes Described in SR-FINRA-2011-
019
November 8, 2012.
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 2, 2012, Financial Industry Regulatory Authority, Inc.
(``FINRA'') 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 FINRA. FINRA has designated
the proposed rule change as constituting a ``non-controversial'' rule
change under paragraph (f)(6) of Rule 19b-4 under the Act,\3\ which
renders the proposal effective upon receipt of this filing by the
Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to repeal the changes described in SR-FINRA-
2011-019, which proposed to rename FINRA's inter-dealer quotation
system.
The text of the proposed rule change is available on FINRA's Web
site at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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
On April 25, 2011, FINRA filed a proposed rule change to replace
references to ``OTC Bulletin Board'' and ``OTCBB'' with ``Non-NMS
Quotation Service'' and ``NNQS,'' respectively, in the FINRA
Rulebook.\4\ As described in the Original Filing, the purpose of
renaming FINRA's inter-dealer quotation system was to remove certain
impediments to the completion of a transaction whereby FINRA would
divest itself of the OTCBB trademark, related domain name, and all
informational content from the www.OTCBB.com Web site that was not
otherwise required to be retained by FINRA for regulatory purposes
(``OTCBB assets''). FINRA no longer is proceeding with the sale of the
OTCBB assets as described in SR-FINRA-2011-019, making the renaming
changes unnecessary. Therefore, FINRA is filing this proposed rule
change to delete the pending references to ``Non-NMS Quotation
Service'' and ``NNQS'' and retain ``OTC Bulletin Board'' and ``OTCBB.''
\5\ The FINRA Rule 6500 Series will continue to govern the operation of
the OTCBB and the functionality of the OTCBB is not proposed to be
changed in this filing.
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\4\ See Securities Exchange Act Release No. 64397 (May 4, 2011);
76 FR 27123 (May 10, 2011) (Notice of Filing and Immediate
Effectiveness of File No. SR-FINRA-2011-019) (``SR-FINRA-2011-019''
or ``Original Filing'').
\5\ In the Original Filing, FINRA stated that the implementation
date of the proposed rule change would be no later than 270 days
following the date of filing, but in no event would be sooner than
120 days following the date of filing of the proposed rule change.
On January 20, 2012, FINRA extended the implementation date to no
sooner than 120 days following the date of filing, but no later than
December 31, 2012. See Securities Exchange Act Release No. 66244
(January 26, 2012); 77 FR 5069 (February 1, 2012) (Notice of Filing
and Immediate Effectiveness of File No. SR-FINRA-2012-003) (Proposed
Rule Change to Delay the Implementation Date of SR-FINRA-2011-019).
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FINRA has filed the proposed rule change for immediate
effectiveness. FINRA is proposing that the implementation date of the
proposed rule change will be December 3, 2012.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\6\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in
[[Page 68182]]
general, to protect investors and the public interest. Section
15A(b)(11) of the Act \7\ requires that FINRA rules include provisions
governing the form and content of quotations relating to securities
sold otherwise than on a national securities exchange which may be
distributed or published by any member or person associated with a
member, and the persons to whom such quotations may be supplied. In
addition, Section 15A(b)(11) of the Act \8\ requires that such rules be
designed to produce fair and informative quotations, to prevent
fictitious or misleading quotations, and to promote orderly procedures
for collecting, distributing, and publishing quotations.
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\6\ 15 U.S.C. 78o-3(b)(6).
\7\ 15 U.S.C. 78o-3(b)(11).
\8\ 15 U.S.C. 78o-3(b)(11).
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FINRA believes the proposed rule change is consistent with Section
15A(b)(6) and (11) of the Exchange Act in that it maintains FINRA's
continued ability to operate an interdealer quotation system for use by
market makers in OTC equity securities under its historical name.
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA 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.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
FINRA has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\
Because the 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 prior to
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, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6)(iii) thereunder.\12\
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\9\ 15 U.S.C. 78s(b)(3)(A)(iii).
\10\ 17 CFR 240.19b-4(f)(6).
\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the self-regulatory organization to give the Commission
written notice of the self-regulatory organization'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. FINRA has satisfied this requirement.
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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 [email protected]. Please include
File No. SR-FINRA-2012-048 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File No. SR-FINRA-2012-048. 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 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 No. SR-FINRA-2012-048 and should be
submitted on or before December 6, 2012.
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\13\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-27765 Filed 11-14-12; 8:45 am]
BILLING CODE 8011-01-P