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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
Section 5.2 Evaluation of the Processors.
The Processors performance of their functions under the Processor Services Agreements shall be subject to review at any time as determined by a vote of the Operating Committee pursuant to Section 4.3; provided, however, that a review shall be conducted at least once every two calendar years but not more frequently than once each calendar year unless the Processors have materially defaulted in their obligations under the Processor Services Agreements and such default has not been cured within the applicable cure period set forth in the Processor Services Agreements, in which event such limitation shall not apply. The Operating Committee may review the Processors at staggered intervals.

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Section 5.3 Process for Selecting New Processors.
a No later than upon the termination or withdrawal of a Processor or the expiration of a Processor Services Agreement with a Processor, the Operating Committee shall establish procedures for selecting a new Processor the Processor Selection Procedures. The Operating Committee, as part of the process of establishing Processor Selection Procedures, may solicit and consider the timely comment of any entity affected by the operation of this Agreement.
b The Processor Selection Procedures shall be established by the affirmative vote of the Operating Committee pursuant to Section 4.3, and shall set forth, at a minimum:
i the entity that will:
A draft the Operating Committees request for proposal for bids on a new Processor;
B assist the Operating Committee in evaluating bids for the new Processor; and C otherwise provide assistance and guidance to the Operating Committee in the selection process;
ii the minimum technical and operational requirements to be fulfilled by the Processor;
iii the criteria to be considered in selecting the Processor; and iv the entities other than Voting Representatives that are eligible to comment on the selection of the Processor.
Section 5.4 Transmission of Information to Processors by Members.
a Quotation Information.
i Each Member shall, during the time it is open for trading, be responsible for promptly collecting and transmitting to the Processors accurate Quotation Information in Eligible Securities through any means set forth in the Processor Services Agreements to ensure that the Company complies with its obligations under the Processor Services Agreements.
ii Quotation Information shall include:
A identification of the Eligible Security, using the Listing Markets symbol;
B the price bid and offered, together with size;
C for FINRA, the FINRA Participant along with the FINRA Participants market participant identification or Member from which the quotation emanates;
D appropriate timestamps;
E identification of quotations that are not firm; and
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F through appropriate codes and messages, withdrawals and similar matters.
iii In addition, Quotation Information shall include:
A in the case of a national securities exchange, the reporting Participants matching engine publication timestamp; or B in the case of FINRA, the quotation publication timestamp that FINRAs bidding or offering member reports to FINRAs quotation facility in accordance with FINRA
rules. In addition, if FINRAs quotation facility provides a proprietary feed of its quotation information, then the quotation facility shall also furnish the Processors with the time of the quotation as published on the quotation facilitys proprietary feed. FINRA
shall convert any quotation times reported to it to nanoseconds and shall furnish such times to the Processors in nanoseconds since Epoch.
b Transaction Reports.
i Each Member shall, during the time it is open for trading, be responsible for promptly transmitting to the Processor Transaction Reports in Eligible Securities executed in its Market by means set forth in the Processor Services Agreements.
ii Transaction Reports shall include:
A identification of the Eligible Security, using the Listing Markets symbol;
B the number of shares in the transaction;
C the price at which the shares were purchased or sold;
D the buy/sell/cross indicator;
E appropriate timestamps;
F the Market of execution; and G through appropriate codes and messages, late or out-of-sequence trades, corrections, and similar matters.
iii In addition, Transaction Reports shall include the time of the transaction as identified in the Participants matching engine publication timestamp. However, in the case of FINRA, the time of the transaction shall be the time of execution that a FINRA
member reports to a FINRA trade reporting facility in accordance with FINRA rules. In addition, if the FINRA trade reporting facility provides a proprietary feed of trades reported by the trade reporting facility to the Processor, then the FINRA trade reporting facility shall also furnish the Processors with the time of the transmission as published on the facilitys proprietary feed. The FINRA
trade reporting facility shall convert times that its members report to it to nanoseconds and shall furnish such times to the Processors in nanoseconds since Epoch.
iv Each Member shall a transmit all Transaction Reports in Eligible Securities to the Processors as soon as practicable, but not later than 10 seconds, after the time of execution, b establish and maintain collection and reporting procedures and facilities reasonably designed to comply with this requirement, and c designate as late any last sale price not collected and reported in accordance with the above-referenced procedures or as to which the Member has knowledge that the time interval after the time of execution is significantly greater than the time period referred to above. The Members shall seek to reduce the time period for reporting last sale prices to the Processors as conditions warrant.

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v The following types of transactions are not required to be reported to the Processors pursuant to this Agreement:
A transactions that are part of a primary distribution by an issuer or of a registered secondary distribution or of an unregistered secondary distribution;
B transactions made in reliance on Section 4a2 of the Securities Act of 1933;
C transactions in which the buyer and the seller have agreed to trade at a price unrelated to the current market for the security e.g., to enable the seller to make a gift;
D the acquisition of securities by a broker-dealer as principal in anticipation of making an immediate exchange distribution or exchange offering on an exchange;
E purchases of securities pursuant to a tender offer;
F purchases or sales of securities effected upon the exercise of an option pursuant to the terms thereof or the exercise of any other right to acquire securities at a pre-established consideration unrelated to the current market; and G transfers of securities that are expressly excluded from trade reporting under FINRA
rules.
c The following symbols shall be used to denote the applicable Member:
Code
Member
A
Z
Y
B
W
M
J
K
I
V
D

NYSE American LLC.
Cboe BZX Exchange, Inc.
Cboe BYX Exchange, Inc.
Nasdaq BX, Inc.
Cboe Exchange, Inc.
NYSE Chicago, Inc.
Cboe EDGA Exchange, Inc.
Cboe EDGX Exchange, Inc.
Nasdaq ISE, LLC.
Investors Exchange LLC.
Financial Industry Regulatory Authority, Inc.
The Nasdaq Stock Market LLC.
NYSE National, Inc.
New York Stock Exchange LLC.
NYSE Arca, Inc.
Nasdaq PHLX LLC.
Long-Term Stock Exchange Inc.
MEMX LLC.

Q
C
N
P
X
L
U

d Indemnification.
i Each Member agrees, severally and not jointly, to indemnify and hold harmless and defend the Company, each other Member, the Processors, the Administrator, the Operating Committee, and each of their respective directors, officers, employees, agents, and Affiliates each, an Member Indemnified Party from and against any and all loss, liability, claim, damage, and expense whatsoever incurred or threatened against such Member Indemnified Party as a result of a system error or disruption at such Members Market affecting any Transaction Reports, Quotation Information, or other information reported to the Processors by such Member and disseminated by the Processors to Vendors and Subscribers. This indemnity shall be in addition to any liability that the indemnifying Member may otherwise have.
ii Promptly after receipt by a Member Indemnified Party of notice of the commencement of any action, such Member Indemnified Party will, if it intends to make
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