
[Federal Register Volume 79, Number 43 (Wednesday, March 5, 2014)]
[Notices]
[Pages 12541-12545]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-04797]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71629; File No. SR-FINRA-2013-039]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc; Notice of Filing of Amendment No. 1 to Proposed Rule 
Change To Clarify the Classification and Reporting of Certain 
Securities to FINRA

February 27, 2014.

I. Introduction

    On September 16, 2013, the Financial Industry Regulatory Authority, 
Inc. (``FINRA'') 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 clarify the classification and reporting of 
certain securities to FINRA. The proposed rule change was published for 
comment in the Federal Register on September 30, 2013.\3\ The 
Commission received two comments on the proposal.\4\ On November 12, 
2013, FINRA granted the Commission an extension of time to act on the 
proposal until December 29, 2013.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 70482 (September 23, 
2013), 78 FR 59995 (September 30, 2013) (``Notice'').
    \4\ See Letters to the Commission from Sean Davy, Managing 
Director, Capital Markets, SIFMA, dated October 21, 2013 (``SIFMA 
Letter''); and Manisha Kimmel, Executive Director, Financial 
Information Forum, dated October 31, 2013 (``FIF Letter'').
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    On December 24, 2013, the Commission instituted proceedings to 
determine whether to disapprove the proposed rule change.\5\ On 
February 12, 2014, FINRA submitted Amendment No. 1 to respond to the 
comment letters and amend the proposed rule change, as described below 
in Item II, which Item has been prepared by FINRA. The Commission is 
publishing this notice to solicit comment from interested persons on 
the proposed rule change, as modified by Amendment No. 1.
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    \5\ See Securities Exchange Act Release No. 71180 (December 24, 
2013), 78 FR 79716 (December 31, 2013).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change, as Modified by Amendment 
No. 1

    In its filing with the Commission, FINRA included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any

[[Page 12542]]

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
    FINRA trade reporting rules generally require that members report 
over-the-counter (``OTC'') transactions in debt securities that are 
``TRACE-Eligible Securities'' \6\ and equity securities to FINRA.\7\ 
FINRA Rule 6622 (Transaction Reporting) requires that members report 
OTC transactions in ``OTC Equity Securities'' \8\ to the ORF and the 
FINRA Rule 6700 Series requires members to report transactions in 
TRACE-Eligible Securities to TRACE.
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    \6\ FINRA Rule 6710(a) defines ``TRACE-Eligible Security'' to 
include ``a debt security that is United States (`U.S.') dollar-
denominated and issued by a U.S. or foreign private issuer, and, if 
a `restricted security' as defined in Securities Act Rule 144(a)(3), 
sold pursuant to Securities Act Rule 144A.''
    \7\ See FINRA Rules 6282 (relating to the Alternative Display 
Facility (``ADF'')), 6380A (relating to the FINRA/Nasdaq Trade 
Reporting Facility), 6380B (relating to the FINRA/NYSE Trade 
Reporting Facility), 6622 (relating to the OTC Reporting Facility 
(``ORF'')) and 6730 (relating to the Trade Reporting and Compliance 
Engine (``TRACE'')).
    \8\ FINRA Rule 6420(f) defines ``OTC Equity Security'' to 
include ``any equity security that is not an `NMS stock' as that 
term is defined in Rule 600(b)(47) of SEC Regulation NMS; provided, 
however, that the term `OTC Equity Security' shall not include any 
Restricted Equity Security.'' FINRA Rule 6420(k) defines 
``Restricted Equity Security'' to mean ``any equity security that 
meets the definition of `restricted security' as contained in 
Securities Act Rule 144(a)(3).''
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    FINRA recently has received inquiries regarding the appropriate 
classification of certain ``hybrid'' securities for trade reporting 
purposes. FINRA is aware that as new securities are created and issued, 
in some cases, the newer hybrid iteration, although derived from a 
traditional security, may be increasingly complex, and may have both 
debt and equity-like features. These hybrid securities are frequently 
designed to straddle both classifications for a variety of purposes, 
including the tax treatment applicable to issuers and recipients when 
distributions are made (or not made) to holders of the security, and 
the treatment of the principal as capital for issuers subject to 
capital requirements. As such, determining whether these hybrid 
securities should be treated as an OTC Equity Security or a TRACE-
Eligible Security for purposes of trade reporting to the appropriate 
FINRA facility has become less clear.
    Given the complexity of these hybrid securities, FINRA proposed an 
interpretation regarding the classification and reporting of two 
categories of hybrid securities (capital trust securities (also 
referred to as trust preferred securities) and certain depositary 
shares) to clarify the appropriate trade reporting facility to which 
such securities should be reported.\9\ In addition, FINRA proposed a 
policy to address the treatment of securities that are currently being 
reported to a facility that is not the designated facility under this 
interpretation.
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    \9\ The proposed interpretation applies solely to a hybrid 
security that is not listed on an equity facility of a national 
securities exchange. See, e.g., FINRA Trade Reporting Notice, 
February 22, 2008 (FINRA applied TRACE reporting requirements, 
distinguishing between listed and unlisted securities, and required 
members to report transactions in unlisted convertible debt and 
unlisted equity-linked notes to TRACE, and OTC transactions in 
convertible debt and equity-linked notes listed on an equity 
facility of a national securities exchange to an appropriate FINRA 
equity trade reporting facility for NMS Stocks (the ADF or a trade 
reporting facility (``TRF'')). For purposes of this proposed rule 
change, the term ``listed on an equity facility of a national 
securities exchange'' means a security that qualifies as an NMS 
stock (as defined in Rule 600(b)(47) of Regulation NMS under the 
Act) as distinguished from a security that is listed on a bond 
facility of a national securities exchange. See 17 CFR 
242.600(b)(47).
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Comments Received
    On September 30, 2013, the SEC published the proposed rule change 
for comment in the Federal Register.\10\ The SEC received two comment 
letters in response to the proposed rule change, both of which raised 
concerns with certain aspects of the proposal.\11\ Both commenters 
indicated that the vast majority of hybrid securities identified in the 
interpretation are traded by their members as fixed income 
securities.\12\ In particular, SIFMA noted that hybrid securities with 
a par value of $1,000 or more have historically been traded and settled 
with a debt convention \13\ as such securities traded on the basis of 
yield and credit quality and, similarly, investors evaluated them based 
on their debt-like characteristics, such as yield, time to first call, 
credit rating and priority in the capital structure in that they are 
paid after other debt but before common equity. Thus, commenters 
indicated that reporting such securities to TRACE better accommodates 
and is consistent with these debt trading conventions.
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    \10\ See Securities Exchange Act Release No. 70482 (September 
24, 2013), 78 FR 59995 (September 30, 2013) (Notice of Filing of 
Proposed Rule Change To Clarify the Classification and Reporting of 
Certain Securities to FINRA; File No. SR-FINRA-2013-039).
    \11\ See Letter from Sean Davy, Managing Director, Capital 
Markets, Securities Industry and Financial Markets Association, to 
Elizabeth M. Murphy, Secretary, SEC, dated October 21, 2013 
(``SIFMA'') and letter from Manisha Kimmel, Executive Director, 
Financial Information Forum, to Elizabeth M. Murphy, Secretary, SEC, 
dated October 31, 2013 (``FIF'').
    \12\ See SIFMA and FIF.
    \13\ In general, trading with a debt convention includes 
counterparties discussing the notional amount of the security, its 
price and the carried accrued interest that is expressed separately 
from the price. However, SIFMA acknowledged that securities with par 
value less than $1,000 generally trade as equity securities in an 
equity format.
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    Given that these securities have historically traded and been 
reported as debt, the commenters raised many concerns about the 
significant disruption to fixed income trading work flows that would 
result if these securities were reported to the ORF, in light of the 
interdependencies among trading systems, including the operational and 
technology changes and costs associated therewith. Commenters 
highlighted a variety of potential downstream impacts of reporting 
depositary shares to ORF \14\ and questioned whether the benefits of 
the proposal outweigh the costs.\15\
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    \14\ For example, FIF noted potential impact relating to Section 
31 fees, TAF fees, Electronic Blue Sheets, INSITE reporting, short 
interest, beneficial ownership, order ticket, confirmations, 
corporate actions and tax treatment.
    \15\ See FIF. SIFMA also encouraged FINRA to consider more cost 
effective alternatives, including making changes to its trade 
reporting systems that would accomplish its goals without imposing 
undue burdens on the market.
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    SIFMA raised similar concerns emphasizing that the hybrid 
securities market is a critical part of the capital markets, noting 
that many of these securities are being issued by financial 
institutions to satisfy equity capital requirements as part of the 
International Regulatory Framework for Banks developed by the Bank for 
International Settlements, known as Basel III. SIFMA indicated that a 
shift in the market practice for these securities could create investor 
confusion in the market. SIFMA argues that investors, institutional 
investors in particular, use the debt trading analytics as a critical 
part of their investment decisions and any change to the practice could 
in turn negatively impact liquidity. Further, SIFMA emphasized that 
there is regulatory precedent to permit the subject securities to be 
reported to TRACE and would be consistent with conclusions reached by 
the Commission in other contexts with respect to non-convertible 
preferred securities that may be classified or treated as debt

[[Page 12543]]

securities.\16\ SIFMA also expressed its belief that the proposal does 
not address the full spectrum of hybrid securities and the 
classification should provide further clarity and guidance in 
anticipation of further market developments. Regardless of the ultimate 
reporting venue, SIFMA indicated at least one year is needed to 
implement any necessary changes.
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    \16\ See Securities Exchange Act Release No 57621 (April 4, 
2008), 73 FR 19270 (April 9, 2008) (Order Exempting Non-Convertible 
Preferred Securities from Rule 611(a) of Regulation NMS under the 
Securities Exchange Act of 1934). See also Rule 144(a)(4) and Rule 
902 of Regulation S under the Securities Act of 1933 wherein ``non-
participatory preferred stock'' is included in the definition of 
``debt securities''.
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Response to Commenters
    After careful consideration of the comments, FINRA acknowledges 
that the appropriate classification of hybrid securities is a complex 
analysis that has important consequences. FINRA agrees with the 
commenters that hybrid securities, in particular securities with a 
liquidation preference of $1,000 or more, do indeed have significant 
debt-like characteristics, as noted by SIFMA, that were created to 
``mix and match both debt and equity characteristics to achieve the 
particular tax, regulatory capital and rating agency treatment needs of 
the issuer'' and ``is an important source of bank regulatory capital.'' 
As such, given the multi-faceted nature of these products, FINRA 
believes all aspects of these products should be given consideration in 
evaluating the proper classification for trade reporting purposes. In 
this regard, FINRA further discussed the proposal with several 
institutional investor representatives who also agreed with the 
concerns raised by commenters of potential unintended downstream impact 
if these securities were not reported to TRACE.
    Given the consistent view throughout the industry, FINRA believes 
it is appropriate to treat these securities as debt for purposes of 
trade reporting. Accordingly, FINRA proposes to modify its original 
interpretation to provide that, in addition to capital trust and trust 
preferred securities, the term TRACE-Eligible Security includes: (1) a 
depositary share having a liquidation preference of $1,000 or more (or 
a cash redemption price of $1,000 or more) that is a fractional 
interest in a non-convertible,\17\ preferred security and is not listed 
on an equity facility of a national securities exchange (``hybrid 
$1,000 depositary share''); and (2) a non-convertible, preferred 
security having a liquidation preference of $1,000 or more (or a cash 
redemption price of $1,000 or more) that is not listed on an equity 
facility of a national securities exchange (``hybrid $1,000 preferred 
security''), such as a hybrid $1,000 preferred security that is offered 
directly to an investor or a preferred security underlying multiple 
hybrid $1,000 depositary shares.\18\ Any such security deemed as a 
TRACE-Eligible Security would be excluded from the defined term OTC 
Equity Security.
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    \17\ Non-convertible means not convertible into or exchangeable 
for property or shares of any other series or class of the issuer's 
capital stock.
    \18\ FINRA is not modifying its previously filed interpretation 
regarding the treatment of capital trust securities and trust 
preferred securities. Specifically, the term TRACE-Eligible Security 
includes capital trust securities and trust preferred securities 
(other than a capital trust security or a trust preferred security 
that is listed on an equity facility of a national securities 
exchange) and transactions in such securities must be reported to 
TRACE (and not to ORF) in compliance with the applicable reporting 
requirements. This interpretation would apply even if the capital 
trust security (or a trust preferred security) was previously listed 
on an equity facility of a national securities exchange and reported 
to a FINRA equity facility, but has since been delisted. Once 
delisted, the security must be reported to TRACE.
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    FINRA believes that consistency in the market practice and 
maintaining the established securities transaction information flow to 
investors is important and furthers the highly developed reporting and 
transparency infrastructure already in place to which the marketplace 
and investors are accustom. FINRA believes that the TRACE system better 
accommodates the debt trading and reporting conventions of these 
securities and investors will be able to more reliably and efficiently 
find market information about these securities, consistent with how 
they access information for products that trade based on similar 
characteristics, e.g., yield and credit quality.
    FINRA believes this amended interpretation will prevent investor 
confusion by allowing hybrid $1,000 depositary shares and hybrid $1,000 
preferred securities to be reported to TRACE. Since the reporting 
determination is an important factor in driving certain downstream 
activities, such as clearing and settling such securities and the 
reporting data used by investors and other market participants, FINRA 
believes the proposed amended interpretation preserves the established 
market practice for these securities and achieves investor protection 
goals consistent with the debt-like nature of the security, without 
being unduly burdensome and requiring significant technological 
changes. As raised by SIFMA, FINRA also believes the revised 
interpretation is consistent with conclusions reached by the Commission 
in other contexts with respect to non-convertible preferred securities 
that may be classified or treated as debt securities.\19\
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    \19\ See note 14.
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    While it is impossible to address all future types of securities, 
as it frequently is a security-specific fact-based analysis, FINRA 
believes that the expansion of the proposed interpretation to address 
additional forms of hybrid securities will address a significant 
portion of the market and adapt to future offerings. FINRA endeavors to 
continue to work directly with SIFMA, FIF and all market participants 
to ensure consistent reporting treatment across the hybrid securities 
market. Further, FINRA believes the modified interpretation set forth 
above provides sufficient detail and guidance for members to ensure 
accurate reporting to the appropriate trade reporting facility.
    In light of the expanded and modified interpretation discussed 
above, FINRA declines to extend the implementation date beyond the 
originally proposed maximum of 150 days following Commission approval. 
FINRA believes that the modified interpretation largely follows current 
market practice and accordingly anticipates that members will be able 
to comply within such timeframe.
Other Preferred Securities and Depositary Shares
    All other preferred securities and depositary shares representing 
fractional interests in such securities except the hybrid securities 
identified above--hybrid $1,000 preferred securities and hybrid $1,000 
depositary shares--will continue to be included in the defined term OTC 
Equity Security, and members must report transactions in such 
securities to ORF. For example, a non-convertible preferred security 
having a par value or liquidation preference of $25 that is not listed 
on an equity facility of a national securities exchange would be an OTC 
Equity Security under the interpretation and would be required to be 
reported to ORF.\20\ When reporting to ORF is required, members must 
report in accordance with ORF requirements. For example, price should 
be reported as the dollar price per share and volume should be reported 
as the number of preferred shares traded.
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    \20\ Under this interpretation, members must request a symbol, 
if one has not already been assigned, for such preferred shares for 
ORF reporting in compliance with the applicable reporting 
requirements.

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[[Page 12544]]

Hybrid Securities Currently Being Reported to ORF and TRACE
    As noted in the original proposal, FINRA believes that, given the 
complexity of many of the securities that are the subject of this 
proposed rule change, it is reasonable that firms, despite their best 
efforts, may have reached different conclusions on where transactions 
in these hybrid securities should be reported. FINRA proposes that, as 
of the implementation date of this proposed rule change, securities 
that are affected by this amended proposed interpretation will be 
transferred, if necessary, for reporting to the appropriate trade 
reporting facility, and after this transfer members must report all 
transactions in such securities to the appropriate trade reporting 
facility. Members will not be required to retroactively cancel and 
correct any transactions in such securities previously reported to a 
facility that is not the designated facility under this interpretation. 
Thus, members will not be required to cancel and correct transactions 
in capital trust securities reported to the ORF or transactions in 
preferred securities and depositary shares reported to TRACE (excluding 
hybrid $1,000 preferred securities and hybrid $1,000 depositary shares) 
prior to the implementation date of this proposed rule change.\21\ 
However, if a firm reported a transaction to the facility designated in 
this proposed interpretation, but did not report in accordance with the 
applicable trade reporting requirements of that facility (e.g., a firm 
reported a transaction to ORF, but inaccurately reported the price or 
size as if reporting to TRACE), the firm will be required to cancel and 
re-report such transactions accurately.
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    \21\ Pursuant to Section 31 of the Act, FINRA and the national 
securities exchanges are required to pay transaction fees and 
assessments to the SEC that are designed to recover the costs 
related to the government's supervision and regulation of the 
securities markets and securities professionals. See 15 U.S.C. 78ee. 
FINRA obtains its Section 31 fees and assessments from its 
membership, in accordance with Section 3 of Schedule A to the FINRA 
By-Laws. The transactions that are assessable under Section 3 of 
Schedule A to the FINRA By-Laws are reported to FINRA through one of 
FINRA's equity trade reporting facilities: the ORF, the ADF, or a 
TRF. As expressly stated in the Act, sales of bonds, debentures, or 
other evidence of indebtedness (debt securities) are excluded from 
Section 31 of the Act. See 15 U.S.C. 78ee(b). Because of this 
exclusion under Section 31 of the Act, transactions reported to 
TRACE are not subject to the regulatory transaction fee under 
Section 3 of Schedule A to the FINRA By-Laws. To determine whether a 
non-exchange listed security is an equity security or a debt 
security for purposes of assessing the regulatory transaction fee, 
FINRA relies on the facility to which the transaction is reported. 
If the transaction is reported to the ORF, the transaction is 
treated as one involving an equity security and is subject to the 
regulatory transaction fee. If the transaction is reported to TRACE, 
the transaction is treated as one involving a debt security and thus 
is not subject to the regulatory transaction fee. See Regulatory 
Notice 08-72 (December 2008).
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    FINRA will publish the interpretation and its implementation date 
in a Regulatory Notice no later than 60 days following Commission 
approval. The implementation date will be no later than 90 days 
following publication of the Regulatory Notice announcing Commission 
approval.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\22\ 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 general, to protect investors and the 
public interest. FINRA believes that by clarifying the classification 
of certain hybrid securities that are not listed on an equity facility 
of a national securities exchange for reporting purposes, the proposed 
rule change will reduce market and investor confusion. In addition, 
FINRA believes that the proposed rule change will improve transparency 
significantly because members will report transactions in the same 
security using a uniform set of conventions and to the same facility 
(i.e., the ORF or TRACE). This will allow investors and other market 
participants to better compare transaction pricing and the quality of 
their executions, which promotes just and equitable principles of 
trade, deters fraudulent and manipulative acts and practices in the 
market for such securities, and furthers the protection of investors 
and the public interest.
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    \22\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change, as amended, 
will result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. Members that are 
required currently to report transactions in hybrid securities will 
continue to be subject to transaction reporting requirements and will 
be provided clarity as to which facility such hybrid securities should 
be reported, which will promote uniformity and consistency in trade 
reporting within these categories of products.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    On September 30, 2013, the Commission published the proposed rule 
change for comment in the Federal Register.\23\ The comment period 
closed on October 21, 2013. The Commission received two comment letters 
in response to the proposed rule change.\24\ On December 24, 2013, the 
Commission published an order to institute proceedings pursuant to 
Section 19(b)(2)(B) of the Act \25\ to determine whether to disapprove 
the proposed rule change.\26\ No other comments were received by the 
Commission. A summary of the comments received and FINRA's response are 
provided above in Item 2 of this filing.
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    \23\ See note 8.
    \24\ See note 9.
    \25\ 15 U.S.C. 78s(b)(2)(B).
    \26\ See Securities Exchange Act Release No. 71180 (December 24, 
2013), 78 FR 79716 (December 31, 2013) (Order Instituting 
Proceedings to Determine Whether to Disapprove Proposed Rule Change 
to Clarify the Classification and Reporting of Certain Securities to 
FINRA.
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III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as modified by Amendment No. 1, 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-FINRA-2013-039 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-FINRA-2013-039. 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 changes that are 
filed with the

[[Page 12545]]

Commission, and all written communications relating to the proposed 
rule changes 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 the filing also will be available for inspection 
and copying at 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-FINRA-2013-039 and should be submitted 
on or before March 26, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-04797 Filed 3-4-14; 8:45 am]
BILLING CODE 8011-01-P


