8011-01P
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100255; File No. SR-NASDAQ-2024-023]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change to Amend General 4, Rule 1240.01
(Eligibility of Other Persons to Participate in the Continuing Education Program Specified
in Paragraph (c) of this Rule)
May 31, 2024.
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 20, 2024, The Nasdaq Stock Market LLC
(“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or
“Commission”) the proposed rule change as described in Items I and II 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.
I.

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed
Rule Change
The Exchange proposes to General 4, Rule 1240.01 to reopen the period by which certain

participants in the Maintaining Qualifications Program (“MQP”) will be able to complete their
prescribed 2022 and 2023 continuing education (“CE”) content.
The text of the proposed rule change is available on the Exchange’s Website at
https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

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

The Exchange proposes to amend General 4, Rule 1240.01 to reopen the period by which
certain participants in MQP will be able to complete their prescribed 2022 and 2023 CE content.
This proposal is based on a rule change recently submitted by the Financial Industry Regulatory
Authority, Inc. (“FINRA”), and is intended to align the Exchange’s continuing education rules
with those of FINRA so as to promote uniform standards across the securities industry.3 The
Exchange is proposing to adopt such changes substantially in the same form as proposed by
FINRA.
General 4, Rule 1240.01 extended the option to participate in the MQP to individuals
who: (1) were registered as a representative or principal within two years immediately prior to
March 15, 2022 (the implementation date of the MQP); and (2) individuals who were
participating in the Financial Services Affiliate Waiver Program (“FSAWP”) under General 4,
Rule 1210.09 (Waiver of Examinations for Individuals Working for a Financial Services
Industry Affiliate of a Member) immediately prior to March 15, 2022 (collectively, “Look-Back
Individuals”).4 The rule provided two open enrollment periods for Look-Back Individuals to
participate in the MQP.5 The Exchange provided all Look-Back Individuals who had enrolled in

See Securities Exchange Act Release No. 100067 (May 6, 2024) (SR-FINRA-2024-006) (“FINRA Rule
Change”).

The FSAWP is a waiver program for eligible individuals who have left a member firm to work for a foreign
or domestic financial services affiliate of a member firm. The Exchange stopped accepting new
participants for the FSAWP beginning on March 15, 2022; however, individuals who were already
participating in the FSAWP prior to that date had the option of continuing in the FSAWP.

In July 2023, the Exchange amended General 4, Rule 1240.01 to provide Look-Back Individuals with a
second opportunity to participate in the MQP. See Securities Exchange Act Release No. 97939 (July 18,
2023), 88 FR 47533 (July 24, 2023) (SR-NASDAQ-2023-020).

the MQP until March 31, 2024, to complete any prescribed 2022 and 2023 CE content.6 LookBack Individuals who are enrolled in the MQP, similar to other MQP participants, are able to
complete any prescribed CE and renew their annual MQP participation through their FINRA
Financial Professional Gateway (“FinPro”) accounts.
In the FINRA Rule Change, FINRA noted that on March 16, 2024, it sent an email to
Look-Back Individuals who had enrolled in the MQP but had not completed their prescribed CE
to remind them of the March 31, 2024 deadline.7 In the week leading up to the deadline,
however, FINRA noticed that several thousand of those individuals were renewing their
participation in the MQP for 2024 instead of completing their prescribed CE.8 As stated in the
FINRA Rule Change, FINRA believed that some of those individuals may have been confused
by the layout of their FinPro accounts. Specifically, if they selected the 2024 renewal banner,
which was prominently displayed on their FinPro accounts, and completed the renewal process,
they would not have been automatically redirected to complete any prescribed CE. Therefore,
individuals may have inadvertently assumed that completion of the renewal process alone would
have satisfied all of the necessary requirements to continue their participation in the MQP.9

The Exchange determined to treat the individuals who enrolled during the first period (between January 31,
2022, and March 15, 2022) the same as those who enrolled during the second period (between July 6, 2023,
and December 31, 2023) for purposes of the March 31, 2024, deadline for completion of prescribed 2022
and 2023 CE content. This is because those who had enrolled in the MQP during the first period satisfied
all of the eligibility criteria for enrollment during the second period and would have been able to complete
their prescribed CE content by March 31, 2024, had they chosen to enroll during the second period instead
of enrolling during the first period.

According to the FINRA Rule Change, FINRA had sent multiple reminders prior to March 16, 2024, but
the March 16, 2024 email was the last reminder that was sent prior to the March 31, 2024 deadline for
completion of any prescribed 2022 and 2023 CE content.

Look-Back Individuals who enrolled in the MQP have until December 31, 2024 to renew their participation
in the MQP for 2024, provided that they complete their prescribed CE by the stated deadline.

According to FINRA, a number of these individuals contacted FINRA to confirm whether they were
required to satisfy any additional requirements other than completing the 2024 renewal. To provide
FINRA with additional time to assess the situation, FINRA temporarily changed the March 31, 2024, due
date for CE completion in its systems. This may have compounded the confusion because any Look-Back
Individual who may have logged into their FinPro account during this time would have seen an interim CE
completion date and would have been able to complete their prescribed CE content based on that interim
CE completion date.

For these reasons, the Exchange is proposing to amend General 4, Rule 1240.01 to
provide Look-Back Individuals enrolled in the MQP in both 2022 and 2023 who did not
complete their prescribed 2022 and 2023 CE content as of March 31, 2024 the opportunity to
complete such content between May 22, 2024 and July 1, 2024 in order to be eligible to continue
their participation in the MQP.10 The Exchange is also proposing to amend the rule to provide
that any such individuals who will have completed their prescribed 2022 and 2023 CE content
between March 31, 2024 and May 22, 2024 will be deemed to have completed such content by
July 1, 2024 for purposes of the rule. As stated in the FINRA Rule Change, FINRA plans to
reach out to all impacted individuals and inform them of the new CE completion period. The
Exchange will likewise inform all members of the new CE completion period through a publicly
disseminated regulatory alert.11 Furthermore, FINRA states that it has made changes, and is also
considering future changes, to the layout of FinPro to more effectively communicate the
necessary steps that individuals must take to satisfy their MQP obligations.
2.

Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act,12 in
general, and furthers the objectives of Section 6(b)(5) of the Act,13 in particular, in that it is
designed to promote just and equitable principles of trade, 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 Exchange believes that reopening the period by which
Look-Back Individuals will be able to complete their prescribed 2022 and 2023 CE content is
appropriate under the circumstances. The Exchange believes that Look-Back Individuals who

This would include any Look-Back Individuals who were still in the process of completing their prescribed
CE content as of March 31, 2024.

Nasdaq BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC, and Nasdaq PHLX LLC
(i.e., the Nasdaq Affiliated Exchanges) incorporate Nasdaq Supplementary Material .01 to General 4, Rule
1240 into their respective rulebooks by reference. As such, the regulatory alert will be sent to all members
of the Nasdaq Affiliated Exchanges.

15 U.S.C. 78f(b).

15 U.S.C. 78f(b)(5).

had enrolled in the MQP in 2022 and 2023 but had not completed their prescribed 2022 and 2023
CE content by the March 31, 2024, deadline may have been confused, as described above. The
Exchange continues to believe that participation in the MQP reduces unnecessary impediments
to requalification without diminishing investor protection.14 In addition, the MQP promotes
other goals, such as diversity and inclusion in the securities industry by attracting and retaining a
broader and diverse group of professionals. The MQP also allows the industry to retain expertise
from skilled individuals, providing investors with the advantage of greater experience among the
individuals working in the industry. The Exchange believes that reopening the CE completion
period, as proposed, will further these goals and objectives.
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 the proposed rule change, which harmonizes its rules with the recent rule
change filed by FINRA, will reduce the regulatory burden placed on market participants engaged
in trading activities across different markets. The Exchange believes that the harmonization of
the MQP requirements across the various markets will reduce burdens on competition by
removing impediments to participation in the national market system and promoting competition
among participants across the multiple national securities exchanges.
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;

The FINRA Rule Change states that as of April 15, 2024, approximately 31,000 individuals, including
approximately 20,000 Look-Back Individuals, have enrolled in the MQP, of which approximately 1,400
individuals have used the MQP to return to the industry without having to go through requalification.

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) of the
Act15 and Rule 19b-4(f)(6) thereunder.16
A proposed rule change filed under Rule 19b-4(f)(6)17 normally does not become
operative prior to 30 days after the date of the filing. However, pursuant to Rule
19b4(f)(6)(iii),18 the Commission may designate a shorter time if such action is consistent with
the protection of investors and the public interest. The Exchange has asked the Commission to
waive the 30-day operative delay so that the proposed rule change may become operative upon
filing. As outlined above, Nasdaq states that it plans to reach out to relevant individuals and
inform them of the new CE completion period established by this rule change. The Exchange
has indicated that the immediate operation of the proposed rule change is appropriate so that the
Exchange can communicate the rule change to impacted individuals promptly. Waiver of the 30day operative delay will also allow the Exchange to implement the proposed changes without
delay, thereby eliminating the material differences between FINRA and Exchange continuing
education requirements applicable to Exchange members, providing more uniform standards
across the securities industry, and helping to avoid ongoing confusion for Exchange members
that are also FINRA members. For these reasons, the Commission believes that waiving the 30day operative delay is consistent with the protection of investors and the public interest.
Therefore, the Commission hereby waives the operative delay and designates the proposal
operative upon filing.19

15 U.S.C. 78s(b)(3)(A).

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, along with a brief description and
text of 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. Nasdaq has satisfied this requirement.

17 CFR 240.19b-4(f)(6).

17 CFR 240.19b-4(f)(6)(iii).

For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed
rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).

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 (https://www.sec.gov/rules/sro.shtml); or

•

Send an email to rule-comments@sec.gov. Please include file number SR-NASDAQ2024-023 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-NASDAQ-2024-023. 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 (https://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 a.m. and 3
p.m. Copies of the filing also will be available for inspection and copying at the principal office
of the Exchange. Do not include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We may redact in part or
withhold entirely from publication submitted material that is obscene or subject to copyright
protection. All submissions should refer to file number SR-NASDAQ-2024-023 and should be
submitted on or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE
FEDERAL REGISTER].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.20

Sherry R. Haywood,
Assistant Secretary.

[FR Doc. 2024-12364 Filed: 6/5/2024 8:45 am; Publication Date: 6/6/2024]

17 CFR 200.30-3(a)(12).