
[Federal Register Volume 82, Number 97 (Monday, May 22, 2017)]
[Notices]
[Pages 23385-23390]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-10307]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80685; File No. SR-FINRA-2017-012]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend 
FINRA Rule 7730 To Reduce the Delay Period for the Historic TRACE Data 
Sets Relating to Corporate and Agency Debt Securities

May 16, 2017.
    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 May 12, 2017, 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, 
II, and III below, which Items have been prepared by FINRA.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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    The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    FINRA is proposing to amend Rule 7730 to reduce the delay period 
for the Historic TRACE Data Sets relating to corporate and agency debt 
securities from 18 months to six months.
    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.

[[Page 23386]]

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
    Rule 7730 (Trade Reporting and Compliance Engine (TRACE)), among 
other things, sets forth the data products offered by FINRA relating to 
TRACE transaction information and the fees applicable to such products. 
FINRA's data offerings include both real-time as well as delayed data 
for most TRACE-Eligible Securities.\3\ FINRA's delayed data (``Historic 
TRACE Data'') contains historical transaction-level data for the 
following TRACE data sets: The Historic Corporate Bond Data Set, the 
Historic Agency Data Set, the Historic Securitized Product Data Set and 
the Historic Rule 144A Data Set.\4\ Rule 7730 provides that Historic 
TRACE Data will be delayed a minimum of 18 months and will not include 
Market Participant Identifier (``MPID'') information.\5\ The proposed 
rule change would reduce the delay period applicable to the Historic 
Corporate Bond Data Set and the Historic Agency Data Set and Rule 144A 
transactions in corresponding securities (together, ``Corporate and 
Agency Historic TRACE Data''), from 18 months to six months and would 
retain the criteria that MPIDs not be included.\6\
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    \3\ Rule 6710 (Definitions) provides that a ``TRACE-Eligible 
Security'' is a debt security that is United States 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; or is a debt 
security that is U.S. dollar-denominated and issued or guaranteed by 
an Agency as defined in paragraph (k) or a Government-Sponsored 
Enterprise as defined in paragraph (n); or a U.S. Treasury Security 
as defined in paragraph (p). ``TRACE-Eligible Security'' does not 
include a debt security that is: Issued by a foreign sovereign or a 
Money Market Instrument as defined in paragraph (o).
    \4\ Historic TRACE Data originally included only the Corporate 
Bond and Agency Data Sets; the Securitized Product (``SP'') Data Set 
and the Rule 144A Data Set were added to Historic TRACE Data later 
as information about transactions in those securities became subject 
to dissemination. Additional securities may be included in Historic 
TRACE Data as they become subject to dissemination.
    \5\ The specific data elements provided in the Historic TRACE 
Data Sets are to be determined from time-to-time by FINRA in its 
discretion and as stated in a Regulatory Notice or other equivalent 
publication. See infra note 8.
    \6\ FINRA proposes to retain the current 18-month delay for the 
Historic SP Data Set. The Historic SP Data Set generally includes 
information on transactions in asset-backed securities (``ABS''), 
mortgage-backed securities (``MBS''), and Small Business 
Administration (``SBA'')-backed securities traded To Be Announced 
(``TBA'') and in specified pool transactions, collateralized 
mortgage-backed securities (``CMBS''), collateralized mortgage 
obligations (``CMO'') and collateralized debt obligations (``CDO''). 
While transaction information on ABSs, MBSs and TBAs are currently 
subject to dissemination and CMOs became subject to dissemination on 
March 20, 2017, FINRA does not yet disseminate transaction 
information on CMBSs or CDOs. FINRA issued a Regulatory Notice 
seeking comment on a proposal to disseminate such products. See 
Regulatory Notice 15-04 (February 2015) (FINRA Requests Comment on a 
Proposal to Disseminate Additional Securitized Products and to 
Reduce the Reporting Time Frame for These Products). Once all SPs 
become subject to dissemination, FINRA will consider whether a delay 
period of less than 18 months should apply to the Historic SP Data 
Set.
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    The Historic TRACE Data provisions and related fees became 
effective in 2010.\7\ Historic TRACE Data provides transaction-level 
data for all trades reported to TRACE in those classes of TRACE-
Eligible Securities that currently are disseminated and includes, among 
other things, the price, date, time of execution, yield and uncapped 
volume for each transaction, provided the transaction is at least 18 
months old.\8\ The 18-month delay period was adopted to address 
concerns regarding the possibility that the data, though delayed, might 
be used to identify current trading, positions or the strategies of 
market participants.\9\
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    \7\ See Securities Exchange Act Release No. 61012 (November 16, 
2009), 74 FR 61189 (November 23, 2009) (Order Approving File No. SR-
FINRA-2007-006). See also Regulatory Notice 10-14 (March 2010).
    \8\ Historic TRACE Data also may include transactions or items 
of information that were not disseminated previously. For example, 
Historic TRACE Data includes exact trade volumes, rather than the 
capped amounts that are disseminated in real-time. The applicable 
real-time dissemination cap differs depending upon the type of 
TRACE-Eligible Security being reported. The caps are $5 million for 
agency debentures and corporate bonds that are rated investment 
grade; $1 million for corporate bonds that are rated non-investment 
grade; $25 million for agency pass-through mortgage-backed 
securities traded TBA for good delivery; and $10 million for agency 
pass-through mortgage-backed securities traded TBA not for good 
delivery, agency pass-through mortgage-backed securities traded in 
specified pool transactions, and SBA-backed asset-backed securities 
traded TBA and in specified pool transactions.
    Historic TRACE Data also is available for trade reports dating 
back to 2002, even for transactions that were not subject to public 
dissemination at the time. Similarly, while real-time information 
for specified pool transactions is disseminated based on security 
characteristics, Historic TRACE Data identifies securities by CUSIP. 
Historic TRACE Data also includes reports on both the buy- and sell-
side of inter-dealer transactions, whereas only sell-side trade 
reports are subject to real-time dissemination.
    \9\ See Securities Exchange Act Release No. 56327 (August 28, 
2007), 72 FR 51689 (September 10, 2007) (Notice of Filing of File 
No. SR-FINRA-2007-006). See also Notice to Members 06-32 (June 
2006).
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    Since implementation, researchers and other non-dealers have been 
the primary subscribers to Historic TRACE Data. FINRA understands that 
the lack of usage by dealers is due to the 18-month delay period for 
transactions included in Historic TRACE Data and market participants 
have indicated that a reduction in the delay period to six months would 
make the data more useful.
    In response, FINRA is proposing to reduce the delay period 
applicable to Corporate and Agency Historic TRACE Data from 18 months 
to six months. FINRA is not aware of any instances of complaints 
regarding information leakage under the 18-month delay timeframe, and 
believes that the delay period can be reduced, thereby increasing the 
utility of the Corporate and Agency Historic TRACE Data to market 
participants and promoting the goal of increased transparency for 
TRACE-Eligible Securities.\10\ FINRA also believes that a six-month 
delay will be sufficient to continue to address information leakage 
concerns.\11\
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    \10\ FINRA is not proposing any changes to the fields made 
available in the Historic TRACE Data at this time, and notes that 
the data will continue to omit any identifying dealer information. 
Additional information regarding included fields is available in 
``Historic TRACE Data: Enhanced Historical Time and Sales--Trade 
Record File Layout'' in the technical specifications.
    \11\ FINRA notes that the Municipal Securities Rulemaking Board 
(MSRB) disseminates in real-time the exact par value on all 
transactions with a par value of $5 million or less, and includes an 
indicator (``MM+'') in place of the exact par value on transactions 
where the par value is greater than $5 million until the fifth 
business day. MSRB disseminates the exact par value on all 
transactions on the fifth day after the trade.
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    If the Commission approves the proposed rule change, FINRA will 
announce the effective date of the proposed rule change in a Regulatory 
Notice to be published no later than 60 days following Commission 
approval. The effective date will be no later than 120 days following 
publication of the Regulatory Notice.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the 
provisions of Section 15A(b)(6) of the Act,\12\ which requires, among 
other things, that FINRA rules must be designed to prevent fraudulent 
and manipulative acts and practices, to promote just and

[[Page 23387]]

equitable principles of trade, and, in general, to protect investors 
and the public interest.
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    \12\ 15 U.S.C. 78o-3(b)(6).
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    FINRA believes that reducing the delay period for the Corporate and 
Agency Historic TRACE Data will increase the utility of the data to 
market participants and others, thereby promoting the goal of increased 
transparency for TRACE-Eligible Securities, while continuing to 
incorporate a sufficient period of aging to address information leakage 
concerns.

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.
Economic Impact Analysis
(a) Need for the Rule
    As discussed above, FINRA has received feedback from market 
participants that the current 18-month delay period may be too long to 
make Historic TRACE Data useful. Most subscribers to Historic TRACE 
Data have been vendors and research firms; there have been very few 
member subscribers due to the length of the delay.
(b) Regulatory Objective
    The proposed shorter delay period for Historic TRACE Data aims to 
increase the utility of Historic TRACE Data for market participants and 
others, thereby promoting the goal of increased transparency for TRACE-
Eligible Securities.
(c) Economic Impacts
    FINRA's existing Historic TRACE Data product provides transaction-
level data on an 18-month delayed basis for all transactions that have 
been reported to TRACE in the classes of TRACE-Eligible Securities that 
currently are disseminated. As detailed above, FINRA is proposing to 
reduce the delay period for the Historic TRACE Data Sets relating to 
Corporate and Agency Debt securities from 18 months to six months.
    The proposed rule change would expand the benefits of FINRA's TRACE 
initiatives by increasing the utility of the Corporate and Agency 
Historic TRACE Data Sets to market participants, as the proposed 
reduction in the delay period to six months would make the data more 
useful.
    The proposed rule change will not have any operational impact on 
firms, as the proposal does not require firms to provide FINRA with any 
additional data. The purchase of TRACE data products will continue to 
be optional for members and others. However, FINRA considered the 
potential for indirect costs regarding possible information leakage due 
to the reduction in the delay period applicable to the Corporate and 
Agency Historic TRACE Data Sets from 18 months to six months. To 
address those concerns and investigate whether the reduction in the 
delay period poses a risk for reverse engineering of positions, FINRA 
analyzed daily positions in 12,087 corporate and 10,109 agency bonds, 
that were issued between March 6, 2012 and February 5, 2014, by using 
trades between February 6, 2012 and February 5, 2016 that were reported 
to TRACE by 1,509 market participants.\13\
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    \13\ Historic TRACE Data does not include a ``List or Fixed 
Offering Price Transaction'' or ``Takedown Transaction,'' as defined 
in Rule 6710.
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    Figure 1 depicts the average number of days it takes to reverse 
\14\ corporate bond positions and the average position size in the 
sample.\15\
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    \14\ To ``reverse'' a position means entering into a trade on 
the opposite side of a position that flattens or reverses the 
position. For example, if long in a specific bond, a reversal would 
entail a sell trade in an amount that is equal to or greater than 
the amount of the original position.
    \15\ Positions that are created in the last six months of the 
sample period are not included in the sample to prevent a bias in 
the results.
[GRAPHIC] [TIFF OMITTED] TN22MY17.020

    2,230,676, or approximately 74.5%, of the 2,992,946 daily corporate 
bond positions in the sample were reversed on the same day (number of 
days = 0). The average size of the positions in this category was 
approximately $0.8 million per CUSIP. 21.9% of the trades were reversed 
between one and 180 days. These trades had an average size of between 
$1.4 and $2.0 million. The remaining positions, approximately 3.6% of 
the sample, were reversed after 180 days (i.e., remained open for 
longer than 180 days). FINRA notes that the vast majority, 
approximately 79.2%, of

[[Page 23388]]

the positions in this category were still open at the end of our sample 
period (February 5, 2016). The positions that remained open for more 
than 180 days had an average size of $2.1 million.\16\
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    \16\ The difference in the average size of positions that 
reversed after 180 days ($2.1 million) and positions that were 
reversed within 180 days ($0.9 million) is statistically significant 
at conventional levels.
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    642 CUSIPs only had positions that were reversed after 180 days 
from acquisition. Another 1,402 CUSIPs only had positions that were 
reversed within 180 days. The remaining 10,043 CUSIPs had both 
positions that were reversed within 180 days and positions that were 
reversed after 180 days from acquisition.
    FINRA believes that the risk of reverse engineering would be higher 
for the 642 CUSIPs that only had positions that were still open after 
180 days. These CUSIPs were for significantly smaller issues (average 
issuance amount of approximately $38 million) than the rest of the 
CUSIPs (an average issuance amount of approximately $315 million). 
These 642 CUSIPs had an average of seven trades per CUSIP over the 
sample period, compared to 1,306 trades per CUSIP for the rest of the 
sample. These CUSIPs also were traded by fewer market participants, an 
average of 1.3, compared to an average of 42 market participants for 
the remaining 11,445 CUSIPs. There were only 862 positions in those 642 
CUSIPs, with relatively large balances as a proportion to the issuance 
size, with an average balance-to-issuance size of 32.5%, compared to 
0.3% for the remaining CUSIPs. Approximately 15% of the 862 positions 
were reversed between six and 18 months of acquisition, implying that 
the reduction in dissemination delay would impact a small portion of 
the holdings in the sample. This would suggest that the proposed rule, 
if it had been in place, would have provided little additional 
information to the public relative to these positions.
    These figures suggest that only a small portion of the corporate 
positions in the sample are reversed after 180 days of acquisitions. 
Moreover, only a few CUSIPs had positions with holding periods of more 
than 180 days, while such positions consisted of less than 0.02% of all 
daily corporate bond positions in the sample.
    Figure 2 depicts the average number of days it takes to reverse 
agency bond positions and the average position size in the sample.
[GRAPHIC] [TIFF OMITTED] TN22MY17.021

    Of the 425,823 daily agency bond positions, 317,447, or 
approximately 74.5%, of the sample were reversed on the same day 
(number of days = 0). The average size of the positions in this 
category was approximately $2.5 million per CUSIP. Another 18.0% of the 
trades were reversed between one and 180 days. These trades had an 
average size of between $4.4 and $5.2 million. The remaining positions, 
approximately 7.4% of the sample, were still open for more than 180 
days. Approximately 92.4%, of the positions in this category were still 
open at the end of our sample period.\17\ The positions that remained 
open for more than 180 days had an average size of $13.2 million.\18\
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    \17\ FINRA staff also notes that approximately 93.3% of the open 
agency bond positions in the sample were open for more than 180 days 
as of February 5, 2016.
    \18\ The difference in the average size of positions that 
reversed after 180 days ($13.2 million) and positions that are 
reversed within 180 days ($2.8 million) is statistically significant 
at conventional levels.
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    764 CUSIPs only had positions that were reversed after 180 days 
from acquisition. Another 497 CUSIPs only had positions that were 
reversed within 180 days. The remaining 8,848 CUSIPs had both positions 
that were reversed within 180 days and positions that were reversed 
after 180 days from acquisition.
    The 764 CUSIPs with positions that were reversed after 180 days 
were slightly smaller issues (an average issuance amount of 
approximately $110 million) than the rest of the CUSIPs (an average 
issuance amount of approximately $125 million). These 764 CUSIPs had an 
average of 1.7 trades per CUSIP over the sample period, compared to 175 
trades per CUSIP for the rest of the sample. These CUSIPs also were 
traded by fewer market participants, an average of 1.1, compared to an 
average of 22 market participants for the remaining 9,345 CUSIPs (497 + 
8,848) for positions that were reversed both within and after 180 days 
of acquisition. There were 816 positions in those 764 CUSIPS, with 
relatively larger balances (but not as large as those for corporate 
bonds) as a proportion to the issuance size, with an average balance-
to-issuance size of 2.1%, compared to 0.2% for the rest of

[[Page 23389]]

the position balances (425,007) in the rest of the CUSIPs. 
Approximately 1% of the 816 positions were reversed between six and 18 
months of acquisition, implying that the reduction in dissemination 
delay would impact a very small portion of the holdings in the agency 
bond sample.
    These figures suggest that only a small portion of the agency bond 
positions in the sample were reversed after 180 days of acquisition. 
Moreover, only a few CUSIPs related to positions with holding periods 
longer than 180 days, while such positions consisted of less than 0.02% 
of all daily agency bond positions in the sample.
    Based on the empirical evidence in the sample period, FINRA notes 
that information leakage, due to the reduction in the delay period 
applicable to the Corporate and Agency Historic TRACE Data Sets from 18 
months to six months is a limited risk for smaller issues that are held 
by a limited number of market participants. As noted above, such issues 
are, on average, traded very infrequently. As such, the information 
leakage associated with these issues may be of limited use to market 
participants. To the extent that such market participants choose not to 
trade these issues as a result of the proposed dissemination delay, 
some CUSIPs may experience a decrease in liquidity.

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

    The proposed rule change was published for comment in Regulatory 
Notice 15-24 (June 2015). Four comment letters were received in 
response to the Notice.\19\ A copy of the Notice is attached as Exhibit 
2a. The list of the commenters is attached as Exhibit 2b. Copies of the 
comment letters received in response to the Notice are attached as 
Exhibit 2c.
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    \19\ See Letter from Sean Davy, Managing Director, Securities 
Industry and Financial Markets Association, to Maria E. Asquith, 
Corporate Secretary, FINRA, dated August 24, 2015 (``SIFMA''); 
letter from Michael Nicholas, CEO, Bond Dealers of America, to Maria 
E. Asquith, Corporate Secretary, FINRA, dated August 24, 2015 
(``BDA''); letter from Luis Palacios, Director of Research Services, 
The Wharton School, to Maria E. Asquith, Corporate Secretary, FINRA, 
dated September 10, 2015 (``Wharton''); and letter from Carrie 
Devorah, Founder, The Center for Copyrights Integrity, to Maria E. 
Asquith, Corporate Secretary, FINRA, dated September 14, 2015 
(``CCI'').
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    SIFMA, BDA and Wharton supported the proposed reduction in the 
delay period for Historic TRACE Data from 18 months to six months. 
SIFMA noted that, if certain TRACE-Eligible Securities (not currently 
subject to dissemination) became subject to dissemination--i.e., CMOs, 
CMBSs and CDOs, FINRA should consider potential information leakage and 
liquidity issues for such securities prior to including them in 
Historic TRACE Data with a six-month, reduced delay. SIFMA suggested a 
phased-in approach to incorporating this subset of TRACE-Eligible 
Securities that would begin with an 18-month delay and that, 
ultimately, is reduced to six months once these products are subject to 
public dissemination. In response to this comment, and as discussed in 
Section II.A.1. of this filing, FINRA has revised the proposal to 
reduce the 18-month delay period to six months only for the Historic 
Corporate and Agency Data; the Historic SP Data Set will continue to be 
subject to an 18-month delay. FINRA will consider whether reducing the 
18-month delay period for the Historic SP Data Set is appropriate once 
all SPs have become subject to dissemination.\20\
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    \20\ See supra note 6.
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    CCI did not support the proposal and, among other things, raised 
privacy concerns, and stated that any data transmitted online has no 
privacy.\21\ FINRA notes that the Historic TRACE Data product consists 
of security-focused transaction information, not customer information, 
and generally is available to any professional or non-professional 
party that subscribes, executes appropriate agreements and pays the 
applicable fee. In addition, while Historic TRACE Data includes delayed 
information for transactions that were not disseminated previously, the 
vast majority of the data included already has been disseminated 
publicly. Thus, in the unprecedented event of a breach involving 
Historic TRACE Data, FINRA does not believe this would present a harm 
to FINRA members or the market.
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    \21\ CCI also raised other issues that are not germane to the 
proposed reduction of the delay period for Historic TRACE Data and 
that, therefore, are not addressed herein.
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III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-FINRA-2017-012 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-FINRA-2017-012. 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 
a.m. and 3 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 Number SR-FINRA-2017-012 and should be 
submitted on or before June 12, 2017.


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-10307 Filed 5-19-17; 8:45 am]
BILLING CODE 8011-01-P


