
[Federal Register: December 8, 2009 (Volume 74, Number 234)]
[Notices]               
[Page 64772-64774]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr08de09-108]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61085; File No. SR-NASDAQ-2009-101]

 
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
to the Nasdaq Rule 4000 and 5000 Series To Correct Certain Citations to 
Renumbered Rules

December 1, 2009.
    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 23, 2009, The NASDAQ Stock Market LLC (``Nasdaq'') 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 Nasdaq. Nasdaq has designated the proposed 
rule change as constituting a non-controversial rule change under Rule 
19b-4(f)(6) under the Act,\3\ which renders the proposal effective upon 
filing with 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 the 
Substance of the Proposed Rule Change

    Nasdaq proposes to correct certain citations in the Rule 4000 and 
5000 Series that currently cite to rules that have been renumbered.
    The text of the proposed rule change is available at http://
nasdaqomx.cchwallstreet.com/, at NASDAQ's principal office, and at the 
Commission's Public Reference Room.

[[Page 64773]]

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq 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. Nasdaq 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
    Nasdaq is proposing to update rule cross-references found in the 
Rule 4000 and 5000 Series, which are no longer accurate due to 
renumbering of the cited rules. On March 12, 2009, Nasdaq filed a 
proposed rule change to revise the rules relating to the qualification, 
listing, and delisting of companies listed on, or applying to list on, 
Nasdaq to improve the organization of the rules, eliminate redundancies 
and simplify the rule language.\4\ These rules (the ``New Listing 
Rules'') were operative April 13, 2009, and resulted in the relocation 
of Nasdaq's listing rules from the Rule 4000 Series to the Rule 5000 
Series of the Nasdaq rulebook, without changing the substance of those 
rules. Nasdaq inadvertently failed to change certain cross-references 
in Rules 4120 and 7018 to reflect this move. Accordingly, Nasdaq is 
proposing to update the cross-references with accurate citations.
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    \4\ Securities Exchange Act Release No. 59663 (March 31, 2009), 
74 FR 15552 (April 6, 2009) (SR-NASDAQ-2009-018).
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    Nasdaq has also observed that a cross-reference to a FINRA rule 
found in Rule 5210(h) is no longer accurate due to FINRA renumbering 
prior NASD Rule 2810 as it was adopted into the FINRA consolidated 
rulebook. Rule 2810 was renumbered by FINRA to new Rule 2310 with no 
material changes.\5\ As a consequence, Nasdaq is proposing to update 
Rule 5210(h) with the correct citation to FINRA Rule 2310.
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    \5\ Securities Exchange Act Release No. 59987 (May 27, 2009), 74 
FR 26902 (June 4, 2009).
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\6\ in general and with Sections 
6(b)(5) of the Act,\7\ in particular in that it 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 proposed rule change is 
consistent with these provisions in that it will eliminate confusion 
about Nasdaq rules by updating inaccurate cross-references to rules 
that have been renumbered, without changing the substance of those 
rules.
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    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq 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.

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) \8\ of the Act and Rule 19b-
4(f)(6) thereunder.\9\ At any time within 60 days of the filing of the 
proposed rule change, the Commission may summarily abrogate 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. Nasdaq believes 
that the proposed rule change does not significantly affect the 
protection of investors or the public interest because it merely 
corrects cross-references to rules that have been renumbered. In each 
instance, the cross-referenced rule was not materially changed.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
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    Nasdaq requests that the Commission waive the 30-day pre-operative 
waiting period contained in Exchange Act Rule 19b-4(f)(6)(iii). Nasdaq 
requests this waiver so that the corrected citations can be immediately 
operative, eliminating any potential confusion caused by the currently 
invalid citations.
    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest 
because it will eliminate confusion caused by the currently invalid 
citations.\10\ Application of the new rules should help foster 
consistency in the rulebook and promote clarity for market participants 
relying upon the rulebook. For these reasons, the Commission designates 
that the proposed rule change become immediately operative.
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    \10\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposal's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
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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 e-mail to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2009-101 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 Number SR-NASDAQ-2009-101. This 
file number should be included on the subject line if e-mail 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

[[Page 64774]]

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 inspection and copying in the Commission's Public 
Reference Room, 100 F Street, NE., Washington, DC 20549, on official 
business days between the hours of 10 a.m. and 3 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 publicly available. All submissions should refer to 
File Number SR-NASDAQ-2009-101 and should be submitted on or before 
December 29, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-29129 Filed 12-7-09; 8:45 am]

BILLING CODE 8011-01-P
