[Federal Register Volume 85, Number 119 (Friday, June 19, 2020)]
[Notices]
[Pages 37129-37133]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-13208]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-89071; File No. SR-GEMX-2020-15]
Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the GEMX
Disciplinary Rules in General 5 To Incorporate by Reference The Nasdaq
Stock Market LLC's Series 8000 and 9000 Rules
June 15, 2020.
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 June 10, 2020, Nasdaq GEMX, LLC (``GEMX'' 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the GEMX Disciplinary Rules in
General 5 to incorporate by reference The Nasdaq Stock Market LLC's
(``Nasdaq'') Series 8000 and 9000 Rules, currently located under the
General 5 title of the Nasdaq rulebook,\3\ instead of the BX Rules,
which the Exchange currently incorporates by reference.
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\3\ See Securities Exchange Act Release No. 87778 (December 17,
2019), 84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098).
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The text of the proposed rule change is available on the Exchange's
website at http://nasdaqgemx.cchwallstreet.com/,
[[Page 37130]]
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
In connection with a recent rule change to relocate the Nasdaq BX,
Inc. (``BX'') Disciplinary Rules under the General 5 title
(``Discipline''),\4\ and incorporate by reference The Nasdaq Stock
Market LLC's (``Nasdaq'') Series 8000 and 9000 Rules, GEMX proposes to
similarly incorporate by reference Nasdaq's Series 8000 and 9000 Rules.
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\4\ See Securities Exchange Act Release No. 88938 (May 26,
2020), 88 FR 33235 (June 1, 2020) (SR-BX-2020-009).
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The BX Disciplinary Rules, which were relocated to General 5 of the
BX Rules,\5\ were replaced with introductory paragraphs that
respectively incorporate by reference the Nasdaq Series 8000 and 9000
Rules (located under the General 5 title in the Nasdaq rulebook).\6\
Currently, GEMX incorporates the BX Disciplinary Rules within the
Series 8000 and 9000 Rules, which were relocated to General 5 of the BX
Rules with the aforementioned rule change.\7\ At this time, GEMX
proposes to incorporate by reference the Nasdaq Series 8000 and 9000
Rules (located in General 5 Discipline), respectively, and state that
such Nasdaq Rules shall be applicable to Exchange Members, associated
persons, and other persons subject to GEMX's jurisdiction.
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\5\ Id.
\6\ Id. The Exchange notes that the proposed changes will not
become operative unless and until the Commission approves the
Exchange's request, to be filed pursuant to Section 36 of the
Exchange Act and SEC Rule 0-12 thereunder, for an exemption from the
rule filing requirements of Section 19(b) of the Exchange Act as to
changes to the Current GEMX 8000 Series (new General 5, Section 1)
and Current GEMX 9000 Series (new General 5, Section 2) that are
effected solely by virtue of a change to the Nasdaq Series 8000 or
9000 Rules Series.
\7\ Securities Exchange Act Release No. 88938 (May 26, 2020), 88
FR 33235 (June 1, 2020) (SR-BX-2020-009).
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Except as noted below, the Nasdaq Series 8000 and 9000 Rules are
substantially similar to BX's Disciplinary Rules, which the Exchange
currently incorporates by reference. The following discussions identify
the differences between the current BX Disciplinary Rules and the
corresponding Nasdaq Disciplinary Rules to be incorporated by reference
into GEMX:
Current BX IM-8310-3(b)
Current BX Rule 9120(f) provides that ``[t]he term ``Department of
Enforcement'' means the Department of Enforcement of FINRA Regulation,
acting on behalf of the Exchange pursuant to the FINRA Regulatory
Contract.'' \8\ Current BX IM-8310-3(b), however, uses the term
``Department of Enforcement of FINRA.'' Since Nasdaq IM-8310-3(b) uses
the term ``Department of Enforcement'' GEMX believes it is appropriate
to utilize the Nasdaq terms going forward and incorporate by reference
into the GEMX rule.
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\8\ This definition mirrors the one in the Nasdaq rulebook under
Rule 9120(f).
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Current BX Rule 8320
In 2010, Nasdaq created Rule 7007 (``Collection of Fees'') to
facilitate an efficient method of collecting undisputed or final fees,
fines, charges and/or other monetary sanctions or monies due and owing
to Nasdaq from The Nasdaq Option Market (``NOM'') Participants.\9\
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\9\ See Securities Exchange Act Release No. 63536 (December 14,
2010), 75 FR 80102 (December 21, 2010) (SR-NASDAQ-2010-163). Nasdaq
Rule 7007 was later relocated to Options Chapter XV, Section 1 and
then moved to its current location under Options 7, Section 1, in
the Nasdaq rulebook shell. See Securities Exchange Act Release No.
66158 (January 13, 2012), 75 FR 80102 (January 13, 2012) (SR-NASDAQ-
2012-006) and Securities Exchange Act Release No.84684 (November 29,
2018), 83 FR 62936 (December 6, 2018) (SR-NASDAQ-2018-098).
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Similarly, in 2012, BX adopted its options market rules (``BX
Options Market'') to operate as a fully automated, price/time priority
execution system built on the core functionality of NOM.\10\ In its
filing, BX proposed to adopt, under respective Chapter XV, Section 2, a
rule identical to the Nasdaq Collection of Fees rule.\11\ Although, at
the time of its creation, the Nasdaq Collection of Fees rule was cross-
referenced to current Nasdaq Rule 8320(a)(1),\12\ such cross-reference
was not included in the filing that created the BX Options Market. GEMX
also has the same Collection of Fees rule,\13\ that is identical to the
Nasdaq rule. Because BX Rule 8320, which GEMX incorporates by
reference, does not include a cross-reference to the Collection of Fees
rule, GEMX will follow the Nasdaq rule going forward, which has the
correct cross-reference. The Exchange also proposes to add rule text,
within General 5, Section 3, to note the distinction between the
location of the Collection of Fees rules. Specifically, the Exchange
proposes to add rule text to provide that references in the Nasdaq 8000
Series to ``Nasdaq's Options 7, Section 1'' shall be read to refer to
GEMX Options 7, Section 2.
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\10\ Securities Exchange Act Release No. 67256 (June 26, 2012),
77 FR 39277 (July 2, 2012) (SR-BX-2012-030). This rule was later
relocated to the BX Rulebook shell. See Securities Exchange Act
Release No. 84326 (October 1, 2018), 83 FR 50414 (October 1, 2018)
(SR-BX-2018-046).
\11\ Id.
\12\ See supra note 9.
\13\ See GEMX Options 7, Section 2.
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Based on the above, the Exchange believes that it is appropriate
that GEMX adopts the aforementioned cross-reference to make the
collection of fees owed to the Exchange more efficient. Therefore, the
Exchange believes that it is appropriate to incorporate by reference
Nasdaq Rule 8320 into GEMX Rules.
Current BX Rule 9120
In 2018, BX amended its Disciplinary Rules to align them with the
investigatory and disciplinary processes of Nasdaq PHLX LLC
(``Phlx'').\14\ As stated in its proposal, the changes to the
``Interested Staff'' concept (which, at the time, was relocated under
9120(r)) were done to conform the BX rule to Phlx's definition. At the
time, however, the proposed harmonizing changes to BX Rule
9120(r)(1)(B) inadvertently excluded the words ``Head of'' and omitted
to add the word ``the''; indeed, the text should have read ``Head of
the Exchange's Regulation Department'' instead of, simply, ``Exchange's
Regulation Department.''
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\14\ See Securities Exchange Act Release No. 84354 (October 3,
2018), 83 FR 50723 (October 9, 2018) (SR-BX-2018-042).
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The correct definition, as explained above, would also align with
the term currently defined in Nasdaq Rule 9120(r)(1)(B), which provides
that ``Interested Staff'' shall mean ``an Exchange employee of the
Nasdaq Regulation Department who reports, directly or indirectly, to
the Head of the Nasdaq Regulation Department.''
The Exchange believes that it is appropriate to apply Nasdaq Rule
9120 and to incorporate it by reference into the GEMX rule.
Additionally, the
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Exchange notes that applying Nasdaq Rule 9120 and incorporating it by
reference into the Exchange rule should correct a typo in current BX
Rule 9120(v) that erroneously uses the term ``RINRA'' instead of the
acronym ``FINRA.''
Current BX Rule 9231
The Exchange proposes to adopt the cross-reference in Nasdaq Rule
9231(c) concerning the appointment of arbitrators pursuant to the FINRA
Rules 12000 and 13000 Series (the ``FINRA Arbitration Rules''). Current
BX Rule 9231(c) provides that arbitrators shall be appointed pursuant
to BX General 6 (``BX Arbitration Rules'').\15\ The BX Arbitration
Rules incorporate by reference the similar Nasdaq arbitration rules
(also under Nasdaq's General 6 title); GEMX's arbitration rules within
General 6 also incorporate Nasdaq's arbitration rules; in turn, the
Nasdaq rules incorporate the FINRA Arbitration Rules by reference into
its text. Following the incorporation by reference of Nasdaq Rule 9231,
GEMX Rule 9231(c) will directly cross-reference the FINRA Arbitration
Rules, which will not create any differences from the current ISE
rules.
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\15\ See Securities Exchange Act Release No. 84476 (October 24,
2018), 83 FR 54630 (October 30, 2018) (SR-BX-2018-048).
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Current BX Rule 9232
Currently, Nasdaq Rule 9232(a) provides a cross-reference to
subsections (A) through (D) in Nasdaq Rule 9231(b)(1), whereas current
BX Rule 9232(a) simply provides a reference to BX Rule 9231(b)(1). The
Exchange believes that it is appropriate to apply Nasdaq Rule 9232(a)
and incorporate it by reference into the GEMX rule since the Nasdaq
rule contains a more precise cross-reference to Nasdaq Rule 9231(b)(1).
Current BX Rule 9522
The Exchange proposes to apply and incorporate by reference Nasdaq
Rule 9522 in place of current BX Rule 9522. This proposal amends the
first sentence in current BX Rule 9522(a)(1) by replacing the term
``Exchange's Regulation Department'' with the term ``Department of
Member Regulation'' as currently provided in Nasdaq Rule 9522(a)(1). As
previously indicated by the Exchange,\16\ the FINRA Department of
Member Regulation \17\ currently performs the functions described in
current BX Rule 9522. Therefore, applying the Nasdaq rule and
incorporating it by reference into GEMX Rule 9522, provides clarity to
the rule text and aligns it with Nasdaq and Phlx's rules.
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\16\ See Securities Exchange Act Release No. 84354 (October 3,
2018), 83 FR 50724 (October 9, 2018) (SR-BX-2018-042).
\17\ As defined in BX 9120(g).
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The GEMX introductory paragraphs currently list instances in which
various terms and rules within the BX Disciplinary Rules shall be read
to refer to Exchange specific rules and terms. Replacing references to
``BX'' with ``Nasdaq'' in this introductory paragraph should align the
Nasdaq and GEMX rules. All of these specific terms are identical as
between the Nasdaq and BX Rules and, therefore, the term ``BX'' is
being replaced with ``Nasdaq.''
The Exchange also proposes to remove certain references within GEMX
General 5, Section 3, Code of Procedure, which are no longer necessary
because they align with the current rules referenced within the Nasdaq
9000 Rule Series.\18\ The Exchange also proposes to amend certain
references to Nasdaq Rules, as a result of the relocation of certain
Nasdaq Rules in conjunction with a larger Rulebook relocation.\19\
Specifically, the Exchange proposes to amend: (a) Rule 1160 to
relocated General 2, Section 11; (b) Equity Rules 2110 and 2120 to
relocated General 9, Section 1; \20\ (c) Equity Rule 2150 to relocated
General 9, Section 2.\21\ Additionally, as noted above, the Exchange
proposes to add rule text to provide that references in the Nasdaq 8000
Series to ``Nasdaq's Options 7, Section 1'' shall be read to refer to
GEMX Options 7, Section 2.
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\18\ The following Nasdaq Rules were relocated in connection
with a Nasdaq rule relocation filing: Rules 0120, 1070, 1160, 4110A,
4120A; Equity Rules 2110, 2120, 2140, 2150; Rule 1000 Series and
Chapter III, Section 16. See Securities Exchange Act Release No.
87778 (December 17, 2019), 84 FR 70590 (December 23, 2019) (SR-
NASDAQ-2019-098) (Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Relocate Rules From Its Current Rulebook
Into Its New Rulebook Shell).
\19\ See Securities Exchange Act Release No. 87778 (December 17,
2019), 84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To
Relocate Rules From Its Current Rulebook Into Its New Rulebook
Shell).
\20\ Equity Rule 2120 was more specifically relocated to General
9, Section 1(g), however the Nasdaq Rule 9000 Series only reference
General 9, Section 1.
\21\ Id.
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The Exchange also proposes to update certain GEMX rule references.
The proposed updated reference to ``General 9, Section 1'', replacing
Equity Rule 2110, would refer to Nasdaq GEMX Options 9, Section 1. The
Section 1 is being added as a more specific reference. Additionally,
the proposed updated reference to ``General 9, Section 1'', replacing
Equity Rule 2120, would refer to Nasdaq GEMX Options 9, Section 6. The
Section 6 is being added as a more specific reference.
Other Technical Amendments
Further, the Exchange proposes to amend references to General 5 to
more specific references to the Nasdaq 9000 Series Rules, which
pursuant to the proposed incorporation by reference will become GEMX
Rules. Specifically, the Exchange proposes to amend General 1, Section
1 (Definitions); General 3, Section 2 (Denial of and Conditions to
Becoming a Member); and General 3, Section 6 (Dissolution and
Liquidation of Members). Further, the Exchange proposes to amend
General 1, ``Provisions'' to General 1, ``General Provisions'' to
mirror the name of the Chapter on Nasdaq Phlx LLC, Nasdaq BX, Inc., and
Nasdaq.
The Exchange also proposes to amend a typographical error within
General 5, Sections 2 and 3 to remove a hyphen. The Exchange also
proposes to amend a reference to Nasdaq GEMX Rule 1614 within General
5, Section 3 to instead reference Options 11, Section 1(b) to reflect a
relocated rule, and correct a typographical error to remove a stray
period.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\22\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\23\ in particular, in that it is designed to
promote just and equitable principles of trade and to protect investors
and the public interest by consolidating its rules into a single rule
set. The various Nasdaq exchanges (``Affiliated Exchanges'') have filed
similar proposed rule changes to amend and relocate their disciplinary
rules \24\ in order that the Nasdaq 8000 Series and 9000 Series Rules,
which govern the investigative and disciplinary processes, are
similarly consolidated and incorporated by reference.\25\ To the extent
there will be
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differences remaining between the two rule sets, the Exchange notes
those differences in introductory paragraphs to each of GEMX's
Disciplinary Rules.
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\22\ 15 U.S.C. 78f(b).
\23\ 15 U.S.C. 78f(b)(5).
\24\ See Securities Exchange Act Release No. 86138 (July 18,
2019), 84 FR 29567 (July 24, 2019) (SR-ISE-2019-17); Securities
Exchange Act Release No. 86346 (July 10, 2019), 84 FR 33999 (July
16, 2019) (SR-GEMX-2019-08); and Securities Exchange Act Release No.
86424 (July 12, 2019), 84 FR 36134 (July 26, 2019) (SR-MRX-2019-15);
and Securities Exchange Act Release No. 87778 (December 17, 2019),
84 FR 70590 (December 23, 2019) (SR-NASDAQ-2019-098). Similarly,
Phlx recently submitted a proposal to relocate its disciplinary
rules. See Securities Exchange Act Release No. 88519 (March 31,
2020), 85 FR 19203 (April 6, 2020) (SR-Phlx-2020-09).
\25\ See Securities Exchange Act Release Nos. 88519 (March 31,
2020), 85 FR 19203 (April 6, 2020) (SR-Phlx-2020-09); and 88938 (May
26, 2020), 88 FR 33235 (June 1, 2020) (SR-BX-2020-009), as well as
SR-ISE-2020-22 and SR-MRX-2020-12.
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Incorporating the Nasdaq Disciplinary Rules by reference into the
GEMX Rules, instead of the BX Disciplinary Rules, will conform the
alignment of these rules and permit the rules of Phlx, BX, Nasdaq ISE,
LLC, Nasdaq MRX, LLC and GEMX to be incorporated by reference to one
rule set. This proposal would permit the Nasdaq Series 8000 and 9000
Rules to be the source document for all of the Nasdaq Exchanges'
investigative and disciplinary processes. The Exchange notes that its
current Disciplinary Rules are not substantively changing. The Exchange
desires to conform its rules to give its Members and the members of its
Affiliated Exchanges the ability to quickly locate rules in one central
location and also to have a unified disciplinary rule set.
The Exchange also believes that the proposal is consistent with
Section 6(b)(6) of the Act,\26\ which requires that the rules of an
exchange provide that its Members be appropriately disciplined for
violations of the Act as well as the rules and regulations thereunder,
or the rules of the Exchange, by expulsion, suspension, limitation of
activities, functions, and operations, fine, censure, being suspended
or barred from being associated with a Member, or any other fitting
sanction.
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\26\ 15 U.S.C. 78f(b)(6).
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Other Technical Amendments
These technical amendments are intended to align GEMX with other
Nasdaq affiliated markets Rulebooks. Nasdaq Phlx LLC and Nasdaq BX,
Inc. Rulesets are also incorporating by reference the Nasdaq Rules and
those rulesets provide specific references to the Nasdaq disciplinary
rules within the 9000 Series.
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 not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that this
rule change does not impose an undue burden on competition because the
Nasdaq Series 8000 and 9000 Rules, which are substantially similar to
BX's Disciplinary Rules, will be incorporated by reference into GEMX's
Rules. Those rules will now apply to GEMX Members, associated persons,
and other persons subject to the Exchange's jurisdiction. To the extent
that there will be differences remaining between the two rule sets, the
Exchange notes those differences in introductory paragraphs to each of
GEMX's Disciplinary Rules. As noted above, the proposed introductory
paragraphs list instances in which cross references in Nasdaq Series
8000 and 9000 Rules to other Nasdaq rules shall be read to refer
instead to the Exchange Rules, and references to Nasdaq terms (whether
or not defined) shall be read to refer to the Exchange-related meanings
of those terms. Because Nasdaq Current Series 8000 and 9000 Rules are
substantially similar to BX's Disciplinary Rules, which GEMX currently
incorporates by reference, and because the introductory paragraphs
ensure that any differences are preserved, the proposed changes do not
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
Finally, the Exchange believes that the proposed amendments,
including the technical amendments contained herein, do not impose an
undue burden on competition because the amendments to relocate the
Rules are non-substantive. This rule change is intended to bring
greater clarity to the Exchange's Rules.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
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)(iii) of the Act \27\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\28\
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\27\ 15 U.S.C. 78s(b)(3)(A)(iii).
\28\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file 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.
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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. 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 [email protected]. Please include
File Number SR-GEMX-2020-15 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-GEMX-2020-15. 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 website (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 website 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 the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should
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submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-GEMX-2020-15 and should be
submitted on or before July 10, 2020.
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\29\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13208 Filed 6-18-20; 8:45 am]
BILLING CODE 8011-01-P