[Federal Register Volume 83, Number 190 (Monday, October 1, 2018)]
[Notices]
[Pages 49440-49442]
[FR Doc No: 2018-21236]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84283; File No. SR-GEMX-2018-29]

Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Relocate the
Exchange's Schedule of Fees

September 25, 2018.
    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 September 12, 2018, Nasdaq GEMX, LLC (``GEMX'' or ``Exchange'')
filed with the Securities and Exchange Commission (``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to (a) relocate the GEMX Schedule of Fees and
current Rule 209 to the Exchange's rulebook's (``Rulebook'') shell
structure,\3\ and (b) make conforming cross-reference changes
throughout the Rulebook.
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    \3\ In 2017, the Exchange added a shell structure to its
Rulebook with the purpose of improving efficiency and readability
and to align its rules closer to those of its five sister exchanges,
The Nasdaq Stock Market LLC; Nasdaq BX, Inc.; Nasdaq PHLX LLC;
Nasdaq ISE, LLC; and Nasdaq MRX, LLC (``Affiliated Exchanges''). See
Securities Exchange Act Release No. 82171 (November 29, 2017), 82 FR
57516 (December 5, 2017) (SR-GEMX-2017-54).
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    The text of the proposed rule change is available on the Exchange's
website at http://nasdaqgemx.cchwallstreet.com/, 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
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 relocate the entire GEMX Schedule of Fees
and Rule 209 to the Exchange's shell structure; specifically, the
Exchange will relocate the aforementioned rules to the Options 7
(``Pricing Schedule'') section of the shell. In addition, the Exchange
will make conforming cross-reference changes throughout the Rulebook.
(a) Relocation of Rules
    As indicated, the Exchange, as part of its continued effort to
promote

efficiency and the conformity of its processes with those of the
Affiliated Exchanges, and the goal of harmonizing and uniformizing its
rules, proposes to relocate the Schedule of Fees and GEMX Rule 209 to
Options 7, Pricing Schedule, of the shell structure.
    To improve the readability of the relocated Pricing Schedule rules,
the Exchange will update their current ``Preface'' section and rename
it ``Section 1. General Provisions.'' Next, the Exchange will move
current GEMX Rule 209, described in the paragraph below, and rename it
``Section 2'' but keeping its current title, ``Collection of Exchange
Fees and Other Claims.''
    GEMX Rule 209 was added to the Rulebook to permit the Exchange the
collection of undisputed or final fees, fines, charges and/or other
monetary sanctions or other monies due and owing to the Exchange or
other charges related to Rules 205 and 206.\4\ The Exchange believes
that, unlike other rules in Chapter 2 (``Administration'') of the
Rulebook, which generally refer to the powers of the Board of Directors
and the authority it delegates to Senior Management of the Exchange,
the direct debit process established in Rule 209 will be better
situated among the relocated rules of the Pricing Schedule.
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    \4\ See Securities Exchange Act Release No. 79013 (September 30,
2016), 81 FR 69556 (October 6, 2016) (SR-ISEGemini-2016-12); see
also, Securities Exchange Act Release No. 79562 (December 15, 2016),
81 FR 93722 (December 21, 2016) (SR-ISEGemini-2016-20).
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    The Exchange is also proposing to move all the remaining sections,
I through V, in the current Schedule of Fees, renumber them as provided
in the table below, and add the word ``Section'' to each of their
titles. Relatedly, the Exchange will update all references to the
``Schedule of Fees'' or ``Fee Schedule'' in the proposed rule text and
replace them with the term ``Pricing Schedule'' where appropriate.
    Finally, the Exchange will update all references to ``NASDAQ'' in
proposed Section 6, H., of the Pricing Schedule with the word
``Nasdaq,'' to keep the proposed rule text consistent with changes to
the names of the Affiliated Exchanges.\5\
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    \5\ See Securities Exchange Act Releases No. 81917 (October 23,
2017), 82 FR 49879 (October 27, 2017) (SR-NASDAQ-2017-111) and No.
81948 (October 25, 2017), 82 FR 50468 (October 31, 2017) (SR-BX-
2017-046).
[GRAPHIC] [TIFF OMITTED] TN01OC18.003

    The relocation of the Pricing Schedule rules will facilitate the
use of the Rulebook by Members \6\ of the Exchange, including those who
are members of other Affiliated Exchanges, and other market
participants. Moreover, the proposed changes are of a non-substantive
nature and will not amend the relocated rules, other than make the
updates previously explained.
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    \6\ Exchange Rule 100(a)(31).
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(b) Cross-Reference Updates
    In connection with the changes described above, the Exchange
proposes to update all cross-references in the Rulebook that direct the
reader to the current location of the Pricing Schedule rules and/or any
of their subsections.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\7\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\8\ 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,
by promoting efficiency and structural conformity of the Exchange's
processes with those of the Affiliated Exchanges and to make the
Exchange's Rulebook easier to read and more accessible to its Members
and market participants. The Exchange believes that the relocation of
the Pricing Schedule rules, updating the name ``NASDAQ'' to ``Nasdaq,''
and related cross-reference updates are of a non-substantive nature.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).

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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 proposed changes do not
impose a burden on competition because, as previously stated, they (i)
are of a non-substantive nature, (ii) are intended to harmonize the
structure of the Exchange's rules with those of its Affiliated
Exchanges, and (iii) are intended to organize the Rulebook in a way
that it will ease the Members' and market participants' navigation and
reading of the rules.

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) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the 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.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \11\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay so
that the proposed rule change may become operative upon filing. Waiver
of the operative delay would allow the Exchange to promptly relocate
the Pricing Schedule rules and continue to reorganize its Rulebook to
promote efficiency and structural consistency between the Exchange's
rules and those of the Affiliated Exchanges. The Commission believes
that waiver of the 30-day operative delay is consistent with the
protection of investors and the public interest. Accordingly, the
Commission hereby waives the operative delay and designates the
proposed rule change operative upon filing.\13\
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    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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    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 change 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-GEMX-2018-29 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-GEMX-2018-29. 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 (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 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. All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-GEMX-2018-29 and should be submitted on
or before October 22, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21236 Filed 9-28-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 88 (Monday, May 8, 2023)]
[Notices]
[Page 29725]
[FR Doc No: 2023-09852]

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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meetings

TIME AND DATE: 12:00 p.m. on Thursday, May 11, 2023.

PLACE: The meeting will be held via remote means and/or at the
Commission's headquarters, 100 F Street NE, Washington, DC 20549.

STATUS: This meeting will be closed to the public.

MATTERS TO BE CONSIDERED: Commissioners, Counsel to the Commissioners,
the Secretary to the Commission, and recording secretaries will attend
the closed meeting. Certain staff members who have an interest in the
matters also may be present.
    In the event that the time, date, or location of this meeting
changes, an announcement of the change, along with the new time, date,
and/or place of the meeting will be posted on the Commission's website
at https://www.sec.gov.
    The General Counsel of the Commission, or his designee, has
certified that, in his opinion, one or more of the exemptions set forth
in 5 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) and (10) and 17 CFR
200.402(a)(3), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and (a)(10),
permit consideration of the scheduled matters at the closed meeting.
    The subject matter of the closed meeting will consist of the
following topics:

    Institution and settlement of injunctive actions;
    Institution and settlement of administrative proceedings;
    Resolution of litigation claims; and
    Other matters relating to examinations and enforcement
proceedings.

    At times, changes in Commission priorities require alterations in
the scheduling of meeting agenda items that may consist of
adjudicatory, examination, litigation, or regulatory matters.

CONTACT PERSON FOR MORE INFORMATION: For further information; please
contact Vanessa A. Countryman from the Office of the Secretary at (202)
551-5400.
    Authority: 5 U.S.C. 552b.

    Dated: May 4, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-09852 Filed 5-4-23; 4:15 pm]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 10 (Tuesday, January 15, 2013)]
[Rules and Regulations]
[Pages 2880-2881]
[FR Doc No: 2013-00590]

=======================================================================
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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

18 CFR Part 381

[Docket No. RM13-4-000]

Annual Update of Filing Fees

AGENCY: Federal Energy Regulatory Commission, DOE.

ACTION: Final rule; annual update of Commission filing fees.

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SUMMARY: In accordance with 18 CFR 381.104, the Commission issues this
update of its filing fees. This notice provides the yearly update using
data in the Commission's Management, Administrative, and Payroll System
to calculate the new fees. The purpose of updating is to adjust the
fees on the basis of the Commission's costs for Fiscal Year 2012.

DATES: Effective Date: February 14, 2013.

FOR FURTHER INFORMATION CONTACT:  Raymond D. Johnson Jr., Office of the
Executive Director, Federal Energy Regulatory Commission, 888 First
Street NE., Room 42-66, Washington, DC 20426,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:
    Document Availability: In addition to publishing the full text of
this document in the Federal Register, the Commission provides all
interested persons an opportunity to view and/or print the contents of
this document via the Internet through FERC's Home Page (http://www.ferc.gov) and in FERC's Public Reference Room during normal
business hours (8:30 a.m. to 5:00 p.m. Eastern time) at 888 First
Street NE., Room 2A, Washington DC 20426.
    From FERC's Web site on the Internet, this information is available
in the eLibrary (formerly FERRIS). The full text of this document is
available on eLibrary in PDF and Microsoft Word format for viewing,
printing, and/or downloading. To access this document in eLibrary, type
the docket number excluding the last three digits of this document in
the docket number field and follow other directions on the search page.
    User assistance is available for eLibrary and other aspects of
FERC's Web site during normal business hours. For assistance, contact
FERC Online Support at<EMAIL_ADDRESS>or toll free at (866)
208-3676, or for TTY, contact<PHONE_NUMBER>.
    (Issued January 9, 2013)
    The Federal Energy Regulatory Commission (Commission) is issuing
this notice to update filing fees that the Commission assesses for
specific services and benefits provided to identifiable beneficiaries.
Pursuant to 18 CFR 381.104, the Commission is establishing updated fees
on the basis of the Commission's Fiscal Year 2012 costs. The adjusted
fees announced in this notice are effective February 14, 2013. The
Commission has determined, with the concurrence of the Administrator of
the Office of Information and Regulatory Affairs of the Office of
Management and Budget, that this final rule is not a major rule within
the meaning of section 251 of Subtitle E of Small Business Regulatory
Enforcement Fairness Act, 5 U.S.C. 804(2). The Commission is submitting
this final rule to both houses of the United States Congress and to the
Comptroller General of the United States.
    The new fee schedule is as follows:

Fees Applicable to the Natural Gas Policy Act

1. Petitions for rate approval pursuant to 18 CFR                $12,130
 284.123(b)(2). (18 CFR 381.403)............................

Fees Applicable to General Activities

1. Petition for issuance of a declaratory order (except          $24,370
 under Part I of the Federal Power Act). (18 CFR 381.302(a))

    2. Review of a Department of Energy remedial order:

                          Amount in Controversy
------------------------------------------------------------------------

------------------------------------------------------------------------
$0-9,999. (18 CFR 381.303(b))...............................        $100

$10,000-29,999. (18 CFR 381.303(b)).........................         600
$30,000 or more. (18 CFR 381.303(a))........................      35,580
------------------------------------------------------------------------

    3. Review of a Department of Energy denial of adjustment:

                          Amount in Controversy
------------------------------------------------------------------------

------------------------------------------------------------------------
$0-9,999. (18 CFR 381.304(b))...............................        $100
$10,000-29,999. (18 CFR 381.304(b)).........................         600
$30,000 or more. (18 CFR 381.304(a))........................      18,650
------------------------------------------------------------------------

4. Written legal interpretations by the Office of General         $6,990
 Counsel. (18 CFR 381.305(a))...............................

Fees Applicable to Natural Gas Pipelines

1. Pipeline certificate applications pursuant to 18 CFR         * $1,000
 284.224. (18 CFR 381.207(b))...............................

Fees Applicable to Cogenerators and Small Power Producers

1. Certification of qualifying status as a small power           $20,960
 production facility. (18 CFR 381.505(a))...................
2. Certification of qualifying status as a cogeneration          $23,720
 facility. (18 CFR 381.505(a))..............................

List of Subjects in 18 CFR Part 381

    Electric power plants, Electric utilities, Natural gas, Reporting
and recordkeeping requirements.

Anton Porter,
Executive Director.
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    \*\ This fee has not been changed.
---------------------------------------------------------------------------

    In consideration of the foregoing, the Commission amends Part 381,
Chapter I, Title 18, Code of Federal Regulations, as set forth below.

PART 381--FEES

0
1. The authority citation for Part 381 continues to read as follows:

    Authority: 15 U.S.C. 717-717w; 16 U.S.C. 791-828c, 2601-2645; 31
U.S.C. 9701; 42 U.S.C. 7101-7352; 49 U.S.C. 60502; 49 App. U.S.C. 1-
85.

Sec.  381.302  [Amended]

0
2. In 381.302, paragraph (a) is amended by removing ``$24,860'' and
adding ``$24,370'' in its place.

Sec.  381.303  [Amended]

0
3. In 381.303, paragraph (a) is amended by removing ``$36,290'' and
adding ``$35,580'' in its place.

Sec.  381.304  [Amended]

0
4. In 381.304, paragraph (a) is amended by removing ``$19,030'' and
adding ``$18,650'' in its place.

Sec.  381.305  [Amended]

0
5. In 381.305, paragraph (a) is amended by removing ``$7,130'' and
adding ``$6,990'' in its place.

Sec.  381.403  [Amended]

0
6. Section 381.403 is amended by removing ``$12,370'' and adding
``$12,130'' in its place.

Sec.  381.505  [Amended]

0
7. In 381.505, paragraph (a) is amended by removing ``$21,380'' and
adding ``$20,960'' in its place and by removing ``$24,200'' and adding
``$23,720'' in its place.
[FR Doc. 2013-00590 Filed 1-14-13; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: February 25, 2008 (Volume 73, Number 37)]
[Notices]
[Page 10025]
[DOCID:fr25fe08-66]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. OR08-8-000]

White Cliffs Pipeline, L.L.C.; Notice of Petition for Declaratory
Order

February 19, 2008.
    Take notice that on February 13, 2008, White Cliffs Pipeline,
L.L.C. (White Cliffs) tendered for filing a petition to the Commission
to issue a declaratory order approving a proposed tariff structure and
methodology for establishing cost-based initial rates for White Cliffs'
planned pipeline system, which will transport D-J Basin quality crude
oil from the Wattenberg Field in northeastern Colorado to the Cushing
Hub in Cushing, Oklahoma.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211 and 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the date as indicated
below. Anyone filing an intervention or protest must serve a copy of
that document on the Applicant. Anyone filing an intervention or
protest on or before the intervention or protest date need not serve
motions to intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time March 4, 2008.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
 [FR Doc. E8-3442 Filed 2-22-08; 8:45 am]

BILLING CODE 6717-01-P


November 30, 2004

Margaret Sheppard

Environmental Protection Agency

1200 Pennsylvania Ave., NW (6205J)

Washington, DC 20460

Dear Ms. Sheppard,

	My company has developed a solvent-based drilling fluid using n-propyl
bromide (US patent # 6,326,338 B1). The fluid would be used in the
aerospace industry as an aid in drilling holes during final assembly of
commercial jets where it would function as a lubricant and provide
cooling to drills. The fluid, a blend of nPB and other solvents, would
be used in areas where the clean-up of water dilutable fluids is
prohibitively expensive and too time consuming. The inclusion of nPB as
a component is vital to the function of the fluid: its high
heat-of-vaporization is necessary to cool the metal being drilled at the
point of cut. The other crucial properties of the fluid consist of its
high vapor pressure, assuring complete and rapid evaporation, and
non-flammability.

There is concern on the part of industry however that because nPB has
not been granted final SNAP approval, any product containing nPB could
be taken off the market in the unlikely event n-PB fails to be approved.
This concern has prevented products containing nPB from being
implemented within parts of the aerospace industry, including the
customer for whom we developed our drilling fluid.

Would you please explain, from the EPA’s perspective, whether the use
described for the Garrett drilling fluid falls within the use areas
defined under SNAP for n-propyl bromide? If the fluid was put into use,
would the failure of nPB to receive SNAP approval cause the Garrett
drilling fluid to be prohibited?

Very sincerely yours,

Andy Garrett

Garrett Services, Inc.

Garrett Services, Inc.

P.O. Box 2233    Gig Harbor, WA 98335

Phone:<PHONE_NUMBER>    Fax:<PHONE_NUMBER>

E-Mail<EMAIL_ADDRESS>


[Federal Register Volume 83, Number 217 (Thursday, November 8, 2018)]
[Notices]
[Pages 55922-55924]
[FR Doc No: 2018-24399]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84527; File No. SR-NYSEAMER-2018-47]

Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Section 805(c)(5) of the Guide to Change the Threshold for Qualifying
as a Smaller Reporting Company To Qualify for Certain Exemptions From
the Compensation Committee Requirements

November 2, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on October 23, 2018, NYSE American LLC (``NYSE American'' or the
``Exchange'') 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 the Exchange. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Section 805(c)(5) of the NYSE
American Company Guide (the ``Company Guide'') to change the threshold
for listed companies to benefit from the exemptions from the Exchange's
compensation committee requirements applicable to smaller reporting
companies so that all companies that qualify for smaller reporting
company status under the revised SEC definition will qualify for those
exemptions. The proposed rule change is available on the Exchange's
website at www.nyse.com, 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 self-regulatory organization
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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

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

1. Purpose
    The SEC recently adopted \4\ amendments to the definition of
``smaller reporting company'' set forth in Item 10(f)(1) of Regulation
S-K \5\, Rule 12b-2 under the Act \6\ and Rule 405 under the Securities
Act of 1933.\7\ The amendments raise the smaller reporting company cap
from less than $75 million in public float to less than $250 million
and also include as smaller reporting companies issuers with less than
$100 million in annual revenues if they also have either no public
float or a public float that is less than $700 million. The amendments
became effective on September 10, 2018. The Exchange estimates that a
consequence of the SEC rule changes is that a significantly larger
number of its listed companies will qualify for smaller reporting
company status than was previously the case.
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    \4\ Release Nos. 33-10513 and 34-83550 (June 28, 2018); 83 FR
31992 (July 10, 2018).
    \5\ 17 CFR 229.10(F)(1).
    \6\ 17 CFR 240.12b-2.
    \7\ 17 CFR 230.405.
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    Section 805(c)(1) of the Company Guide requires a heightened
standard of independence for compensation committee members.\8\ Section
805(c)(4) requires the compensation committee to undertake an
independence analysis when hiring a compensation consultant. Section
801(h) of the Company Guide provides that smaller reporting companies
are exempt from these heightened independence requirements. Section
805(c)(5) of the Company Guide includes a provision describing the
period within which a company must comply with Sections 805(c)(1) and
805(c)(4) after it ceases to be smaller reporting company.\9\ This
provision

currently states explicitly that a smaller reporting company must have
less than $75 million in public float. In light of the recent changes
to the SEC's rules with respect to smaller reporting companies, the
Exchange proposes to delete this reference to the $75 million public
float cap and revise the provision to state simply that a smaller
reporting company that fails to meet the requirements for smaller
reporting company status as of the Smaller Reporting Company
Determination Date will cease to be a smaller reporting company as of
the beginning of the following fiscal year. The effect of this
amendment will be to change the threshold for listed companies to be
eligible to benefit from the exemptions from the compensation committee
independence requirements applicable to smaller reporting companies so
that all companies that qualify for smaller reporting company status
under the revised SEC definition will qualify for those exemptions.
---------------------------------------------------------------------------

    \8\ In addition to the director independence requirements of
Section 803A, the board must affirmatively determine that all of the
members of the Compensation Committee or, in the case of a company
that does not have a Compensation Committee, all of the independent
directors, are independent under Section 805(c)(1). In affirmatively
determining the independence of any director who will serve on the
Compensation Committee, the Board must consider all factors
specifically relevant to determining whether a director has a
relationship to the listed company which is material to that
director's ability to be independent from management in connection
with the duties of a Compensation Committee member, including, but
not limited to: (A) The source of compensation of such director,
including any consulting, advisory or other compensatory fee paid by
the listed company to such director; and (B) whether such director
is affiliated with the listed company, a subsidiary of the listed
company or an affiliate of a subsidiary of the listed company.
    \9\ Under the applicable SEC rules, a company tests its status
as a smaller reporting company on an annual basis at the end of its
most recently completed second fiscal quarter (the ``Smaller
Reporting Company Determination Date''). A smaller reporting company
ceases to be a smaller reporting company as of the beginning of the
fiscal year following the Smaller Reporting Company Determination
Date. The compensation committee of a company that has ceased to be
a smaller reporting company is required to comply with Section
805(c)(4)) as of six months from the date it ceases to be a smaller
reporting company and must have:
     One member of its compensation committee that meets the
independence standard of Section 805(c)(1) within six months of that
date;
     a majority of directors on its compensation committee
meeting those requirements within nine months of that date; and
     a compensation committee comprised solely of members
that meet those requirements within twelve months of that date.
    Any such company that does not have a compensation committee
must comply with this transition requirement with respect to all of
its independent directors as a group.
---------------------------------------------------------------------------

    The Exchange also proposes to delete from Section 805(c)(5) text
referencing the transition period for companies to comply with the
enhanced compensation committee provisions at the time of their
original adoption, as the transition period ended on October 31, 2014
and the text is therefore no longer relevant.\10\
---------------------------------------------------------------------------

    \10\ The Exchange also proposes to remove a typographical error
from Section 805(c)(5).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\11\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \12\ in particular, in that it
is designed 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
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As noted above, the effect of the proposed change to the definition
in Section 805(c)(5) of the definition of a smaller reporting company
is to change the threshold for listed companies to benefit from the
exemptions from the compensation committee independence requirements
applicable to smaller reporting companies so that all companies that
qualify for smaller reporting company status under the revised SEC
definition will qualify for those exemptions. Listed smaller reporting
companies must comply with all other applicable Exchange corporate
governance requirements, including all other applicable compensation
committee requirements. The Commission has already determined through
its own rulemaking that the revised thresholds for smaller reporting
company status proposed in this rule proposal are consistent with the
goal of the Act to further the protection of investors and the public
interest \13\ and the Exchange believes that its own proposal is
consistent with Section 6(b)(5) of the Act for the same reasons.
---------------------------------------------------------------------------

    \13\ See footnote 4, supra.
---------------------------------------------------------------------------

    The deletion from Section 805(c)(5) of the text referencing the
transition period for companies to comply with the enhanced
compensation committee provisions at the time of their original
adoption is consistent with Section 6(b)(5), as the transition period
ended on October 31, 2014 and the text is therefore no longer relevant.

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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed change to the
definition of smaller reporting company in Section 805(c)(5) will not
impose any burden competition as its sole purpose is to change the
threshold for listed companies to benefit from the exemptions from the
Exchange's compensation committee independence requirements applicable
to smaller reporting companies so that all companies that qualify for
smaller reporting company status under the revised SEC definition will
qualify for those exemptions. The deletion from Section 805(c)(5) of
the text referencing the transition period for companies to comply with
the enhanced compensation committee provisions at the time of their
original adoption will not impose any burden on competition, as the
transition period ended on October 31, 2014 and the text is therefore
no longer relevant.

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

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \14\ and Rule 19b-4(f)(6) thereunder.\15\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \15\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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 under
Section 19(b)(2)(B) \16\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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 email to [email protected]. Please include
File Number SR-NYSEAMER-2018-47 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-NYSEAMER-2018-47. 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 (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 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 10:00 a.m. and
3:00 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEAMER-2018-47, and should be
submitted on or before November 29, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

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

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-24399 Filed 11-7-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: April 30, 2008 (Volume 73, Number 84)]
[Notices]
[Page 23517-23518]
[DOCID:fr30ap08-138]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57706; File No. SR-ISE-2007-77]

Self-Regulatory Organizations; International Securities Exchange,
LLC; Order Approving a Proposed Rule Change, as Modified by Amendment
Nos. 1 and 2, Relating to Complex Orders

April 24, 2008.

I. Introduction

    On August 24, 2007, the International Securities Exchange, LLC
(``ISE'' or ``Exchange'') 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 proposal to amend ISE Rule 722, ``Complex Orders,'' to
provide an opportunity for marketable complex orders to receive price
improvement and to describe the execution of complex orders on the ISE
in greater detail. The ISE filed Amendment Nos. 1 and 2 to the proposal
on November 27, 2007, and March 11, 2008, respectively.\3\ The proposed
rule change, as modified by Amendment Nos. 1 and 2, was published for
comment in the Federal Register on March 21, 2008.\4\ The Commission
received no comments regarding the proposed rule change, as amended.
This order approves the proposed rule change, as amended.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 2 replaces the original filing in its
entirety.
    \4\ See Securities Exchange Act Release No. 57507 (March 14,
2007), 73 FR 15241.
---------------------------------------------------------------------------

II. Description of the Proposal

    The ISE proposes to amend ISE Rule 722 to provide an opportunity
for marketable complex orders to receive price improvement and to
describe the execution of complex orders on the ISE in greater
detail.\5\ The ISE proposes to amend ISE Rule 722 to specify that,
subject to 722(b)(2), a complex order will be executed automatically
against orders on the complex order book in price priority and in time
priority at the same price.\6\ A complex order that is not executed
against another complex order will be executed automatically against
bids and offers for the individual legs of the complex order, provided
that the complex order may be executed in full or in a permissible
ratio by such bids and offers.\7\ The Exchange's system, however, will
not execute two complex orders against each other if the execution
price of the options leg(s) would be below the best price available on
the ISE for the options series, nor will it execute two complex orders
at a price that matches the best price available on the ISE when there
is a Public Customer order on the book.\8\
---------------------------------------------------------------------------

    \5\ The proposal also deletes ISE Rule 722(b)(5), which contains
outdated cross-references.
    \6\ See ISE Rule 722(b)(3)(i).
    \7\ See ISE Rule 722(b)(3)(ii).
    \8\ See ISE Rule 722(b)(2).
---------------------------------------------------------------------------

    The ISE also proposes to amend ISE Rule 722 to allow members to
choose to provide complex orders with an opportunity for price
improvement by marking such orders for price improvement.\9\ Members
will be able to mark all complex orders for price improvement,
including stock-option orders. A marketable complex order that has been
marked for price improvement will be exposed on the ISE's complex order
book for a period of up to one second before being executed
automatically against other complex orders, or against bids and offers
for the individual legs of the order.\10\ Members may view the complex
orders through an API. During the exposure period, market participants
will have an opportunity to enter contra-side complex orders.\11\ While
the ISE will not conduct an auction for the incoming marketable complex
order (i.e., there will be no messages sent to members specifically
soliciting interest to trade with the complex order), the exposure
period will provide an opportunity for

the order to receive price improvement. Although the exposed order may
receive price improvement, the order may not be executable at the
conclusion of the exposure period. In addition, ISE Rules 717(d) and
(e), which require members to expose agency orders to the market before
executing them against proprietary or solicited orders, will continue
to apply to the execution of complex orders.
---------------------------------------------------------------------------

    \9\ See ISE Rule 722(b)(3)(iii).
    \10\ See ISE Rule 722(b)(3)(iii). The Exchange will determine
the length of the exposure period, not to exceed one second, from
time to time. The ISE will communicate the initial exposure period
and any subsequent changes to the exposure period to members via an
Exchange circular.
    \11\ The complex order book is available to all ISE market
participants. However, the application of ISE Rules 717(d) and (e),
which require a three-second exposure period before a member may
execute an agency order against a proprietary order or a solicited
order, will prohibit the member that entered the complex order from
entering contra-side principal orders or solicited orders during the
exposure period.
---------------------------------------------------------------------------

III. Discussion

    After careful review, the Commission finds that the proposed rule
change, as amended, is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\12\ In particular, the Commission finds that the
proposal is consistent with Section 6(b)(5) of the Act,\13\ which
requires, in part, that the rules of a national securities exchange be
designed to prevent fraudulent and manipulative acts and practices, 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.
---------------------------------------------------------------------------

    \12\ In approving the proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission notes that the proposal will provide ISE members
with the option to seek potential price improvement for complex orders.
Marketable complex orders would be exposed to attract contra-side
trading interest only if they are marked for price improvement. If
marked for price improvement, a complex order that would otherwise be
executable upon entry will be exposed on the ISE's complex order book
for a period of up to one second thereby providing an opportunity for
market participants to enter contra-side orders that could provide
price improvement. Such an order would not be executable by its terms
until the end of the exposure period. The Commission believes that,
because of the unique nature of complex orders, it is consistent with
the Act for ISE's rules to allow members seeking to execute a
particular complex order strategy to choose to attach an additional
contingency to their orders that would render such orders unexecutable
during an exposure period for the purpose of attracting price
improvement.\14\
---------------------------------------------------------------------------

    \14\ Although a complex order is marketable upon entry, it may
not be executable at the conclusion of the exposure period because
of changes to ISE's quoted market.
---------------------------------------------------------------------------

    In addition, the Commission notes that the requirements of ISE Rule
722, including the priority requirements of ISE Rule 722(b)(2)
applicable to public customer orders, will continue to apply. In
addition, ISE Rules 717(d) and (e), which require members to expose
agency orders for three seconds before executing them against
proprietary or solicited orders, will continue to apply to complex
orders. Thus, a member would not be able to enter a proprietary order,
or a solicited order, to trade with an agency order during the complex
order exposure period, which will last for one second or less.\15\
---------------------------------------------------------------------------

    \15\ See supra note 11.
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\16\ that the proposed rule change (SR-ISE-2007-77), as amended, is
approved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

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

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-9460 Filed 4-29-08; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 86, Number 34 (Tuesday, February 23, 2021)]
[Notices]
[Pages 10952-10953]
[FR Doc No: 2021-03632]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OEI-2006-0037; FRL--10019-01-OMS]

Proposed Information Collection Request; Comment Request;
Exchange Network Grants Progress Reports (Renewal)

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Environmental Protection Agency (EPA) is planning to
submit an information collection request (ICR), ``Exchange Network
Grants Progress Reports (Renewal)'' (EPA ICR No. 2207.08, OMB Control
No. 2025-0006) to the Office of Management and Budget (OMB) for review
and approval in accordance with the Paperwork Reduction Act. Before
doing so, EPA is soliciting public comments on specific aspects of the
proposed information collection as described below. This is a proposed
extension of the ICR, which is currently approved through September 30,
2021. An Agency may not conduct or sponsor and a person is not required
to respond to a collection of information unless it displays a
currently valid OMB control number.

DATES: Comments must be submitted on or before April 26, 2021.

ADDRESSES: Submit your comments, referencing Docket ID No. EPA-HQ-OEI-
2006-0037; FRL--9982-33-OEI online using www.regulations.gov (our
preferred method), by email to<EMAIL_ADDRESS>or by mail
to: EPA Docket Center, Environmental Protection Agency, Mail Code
28221T, 1200 Pennsylvania Ave. NW, Washington, DC 20460.
    EPA's policy is that all comments received will be included in the
public docket without change including any personal information
provided, unless the comment includes profanity, threats, information
claimed to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute.

FOR FURTHER INFORMATION CONTACT: Edward Mixon or Dipti Singh,
Information Exchange Services Division, Office of Information
Management, Office of Mission Support (2823T), Environmental Protection
Agency, 1200 Pennsylvania Ave. NW, Washington, DC 20460; telephone
number:<PHONE_NUMBER> or<PHONE_NUMBER> respectively; email address:
<EMAIL_ADDRESS>or afdcc6c1c8c781cbc6dfdbc6efcadfce81c8c0d9.

SUPPLEMENTARY INFORMATION: Supporting documents which explain in detail
the information that the EPA will be collecting are available in the
public docket for this ICR. The docket can be viewed online at
www.regulations.gov or in person at the EPA Docket Center, WJC West,
Room 3334, 1301 Constitution Ave. NW, Washington, DC. The telephone
number for the Docket Center is<PHONE_NUMBER>. For additional
information about EPA's public docket, visit http://www.epa.gov/dockets.
    Pursuant to section 3506(c)(2)(A) of the PRA, EPA is soliciting
comments and information to enable it to: (i) Eevaluate whether the
proposed collection of information is necessary for the proper
performance of the functions of the Agency, including whether the
information will have practical utility; (ii) evaluate the accuracy of
the Agency's estimate of the burden of the proposed collection of
information, including the validity of the methodology and assumptions
used; (iii) enhance the quality, utility, and clarity of the
information to be collected; and (iv) minimize the burden of the
collection of information on those who are to respond, including
through the use of appropriate automated electronic, mechanical, or
other technological collection techniques or other forms of information
technology, e.g., permitting electronic submission of responses. EPA
will consider the comments received and amend the ICR as appropriate.
The final ICR package will then be submitted to OMB for review and
approval. At that time, EPA will issue another Federal Register notice
to announce the submission of the ICR to OMB and the opportunity to
submit additional comments to OMB.
    Abstract: Under the U.S. EPA National Environmental Information
Exchange Network (NEIEN) Grant Program, EPA collects information from
the NEIEN grantees on assistance agreements that EPA has awarded.
Specifically, for each project, EPA proposes to have grantees submit
semi-annual reports on the progress and current status of each goal and
output, completion dates for outputs, and any problems encountered.
This information will help EPA ensure projects are on schedule to meet
their goals and produce high quality environmental results. New award
recipients will complete one Quality Assurance Reporting Form for each
award. This form provides a simple means for grant recipients to
describe how quality will be addressed throughout their projects.
Additionally, the Quality Assurance Reporting Form is derived from
guidelines provided in the NEIEN 2020 Grant Solicitation Notice.
    Form Numbers: EPA Form 5300-26 (Semi-Annual Progress Report Form)
and EPA Form 5300-27 (Quality Assurance Reporting Form).
    Respondents/affected entities: State, tribal, and territorial
environmental government offices.
    Respondent's obligation to respond: Required to obtain or retain
benefits (2 CFR part 200 and 2 CFR part 1500).
    Estimated number of respondents: 149 total per year.
    Frequency of response: Twice per year for the Semi-Annual Progress
Report Form; one time per grant for the Quality Assurance Reporting
Form.
    Total estimated burden: 258.5 hours (per year). Burden is defined
at 5 CFR 1320.03(b).
    Total estimated cost: $15,765.91 (per year), includes $0 annualized
capital or operation & maintenance costs.
    Changes in Estimates: There is a decrease of 21.5 hours in the
total estimated respondent burden compared with the ICR currently
approved by OMB. This slight decrease in the burden is due to a
reduction in the open Exchange Network Grants (from 172 to 149) that
are expected to be active per year during the period of this ICR. The

reduction in the numbers of open grants explains the small reduction
(of $421) in total annual respondent costs despite inflation in labor
rates.

    Dated: January 27, 2021.
Jennifer Campbell,
Director, Office of Information Management.
[FR Doc. 2021-03632 Filed 2-22-21; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 76, Number 55 (Tuesday, March 22, 2011)]
[Notices]
[Pages 16026-16029]
[FR Doc No: 2011-6707]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-64089; File No. SR-NYSEAmex-2011-16]

Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Amending NYSE Amex
Equities Rule 36 To Permit Written Communications To Be Sent
Electronically Between the Designated Market Maker Unit's Post Location
on The Floor and the DMM Unit's Off-Floor Offices and to Persons
Permitted To Provide Non-Trading Related Services to the DMM Under NYSE
Amex Equities Rule 98

March 17, 2011.
    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 March 11, 2011, NYSE Amex LLC (the ``Exchange'' or ``NYSE
Amex'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by NYSE Amex. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend NYSE Amex Equities Rule 36 to permit
written communications to be sent electronically between the Designated
Market Maker (``DMM'') unit's post location on the Floor and the DMM
unit's off-Floor offices and to persons permitted to provide non-
trading related services to the DMM under NYSE Amex Equities Rule 98.
The text of the proposed rule change is available at the Exchange, the
Commission's Public Reference Room, and http://www.nyse.com.

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 self-regulatory organization
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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

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

1. Purpose
    The Exchange proposes to amend NYSE Amex Equities Rule 36 to (i)
expand the persons with whom DMM unit personnel on the Exchange Floor
may communicate to include persons providing ``non-trading related
services'' (as defined in NYSE Amex Equities Rule 98) to the DMM Unit;
and (ii) to expand the means of permissible communication to include
written electronic communications between the DMM unit's \3\ post
location on the Floor and specified off-Floor personnel.\4\ The
Exchange believes that expanding the persons with whom and the means by
which DMMs \5\ on the Floor of the Exchange may communicate will both
allow DMMs to operate more efficiently and enhance the audit trail
associated with DMM communications, thus strengthening the regulatory
program associated with reviewing such communications.
---------------------------------------------------------------------------

    \3\ ``DMM unit'' means any member organization, aggregation unit
within a member organization, or division or department within an
integrated proprietary aggregation unit of a member organization
that (i) has been approved by NYSE Regulation pursuant to NYSE Amex
Equities Rule 98(c), (ii) is eligible for allocations under NYSE
Amex Equities Rule 103B as a DMM unit in a security listed on the
Exchange, and (iii) has met all registration and qualification
requirements for DMM units assigned to such unit.
    \4\ The Exchange notes that its affiliate, New York Stock
Exchange LLC (``NYSE''), has proposed parallel changes its rules.
See SR-NYSE-2011-10.
    \5\ ``DMM'' means any individual qualified to act as a DMM on
the Floor of the Exchange.
---------------------------------------------------------------------------

Current NYSE Amex Equities Rule 36

    NYSE Amex Equities Rule 36 broadly provides that no member or
member

organization shall establish or maintain any telephonic or electronic
communication between the Floor and any other location without Exchange
approval. Rule 36.30 provides a limited exception for DMM units.
Specifically, the Rule provides that:

    [w]ith the approval of the Exchange, a DMM unit may maintain a
telephone line at its stock trading post location to the off-Floor
offices of the DMM unit or the unit's clearing firm. Such telephone
connection shall not be used for the purpose of transmitting to the
Floor orders for the purchase or sale of securities, but may be used
to enter options or futures hedging orders through the unit's off-
Floor office or the unit's clearing firm, or through a member (on
the floor) of an options or futures exchange as permitted under
Rules 98--NYSE Amex Equities and 105--NYSE Amex Equities.

    All DMM units currently have Exchange-approved telephone
connections between the Trading Floor post locations and the off-Floor
offices of the DMM unit. On behalf of NYSE Regulation, FINRA regularly
examines DMM units for compliance with Rule 36.30, and in particular,
whether the DMM unit has appropriate policies and procedures governing
the use of such telephone lines and to confirm that the telephone lines
only connect to the approved locations.

Proposed Amendments to NYSE Amex Equities Rule 36

    The Exchange proposes to amend Supplementary Material .30 to update
the rule to reflect how DMM units are permitted to operate pursuant to
NYSE Amex Equities Rule 98. Specifically, Rule 98(e) permits a DMM unit
to share non-trading related services with its member organization or
approved person. Pursuant to Rule 98(e), when sharing such non-trading
related services, the DMM unit and approved person must have written
procedures and guidelines to protect non-public order information to
ensure that such information is not used for any purpose other than to
provide non-trading related services to the DMM unit.
    The Exchange believes that because Rule 98(e) sets forth
protections for non-public order information, Rule 36.30 should be
amended to permit DMM units on the Trading Floor to maintain specified
telephone and other permitted communication devices (as discussed more
fully below) to persons providing non-trading related services
permitted under Rule 98. This will enable DMM units to permit their
Floor-based personnel to communicate directly with persons providing
operational support services, such as a technology help desk that may
be located within an approved person.
    The Exchange further proposes to amend NYSE Amex Equities Rule 36
to add Supplementary Material .31 that would permit a DMM unit to
install and maintain certain written electronic communication
applications. Specifically, proposed Supplementary Material .31(a)
would permit a DMM unit, with the approval of the Exchange and subject
to the conditions set forth in Supplementary Material .31, to establish
and maintain a wired or wireless device capable of sending and
receiving written communications electronically through an Exchange-
approved connection (a ``Permitted Communications Device'').\6\
---------------------------------------------------------------------------

    \6\ Except as provided in Rule 36, no other type of
communication application may be used by a DMM or DMM unit to
communicate between the DMM unit's post location on the Floor and
the off-Floor offices of the DMM unit and any other location, and
the use of cell phones, Blackberrys, and similar devices by DMM's
while on the Trading Floor would continue to be prohibited.
---------------------------------------------------------------------------

    Except as specified in the amendment to Supplementary Material .30,
the proposed addition of Supplementary Material .31 would not alter in
any way the universe of off-Floor individuals with whom Floor-based
personnel may communicate or the content of such communications;
rather, it would only expand the means by which such communications may
be transmitted. Accordingly, under proposed Supplementary Material
.31(b), DMM units would be permitted to connect Floor-based personnel
via the Permitted Communications Device to persons with whom they are
otherwise permitted to communicate pursuant to Rules 36.30 and 98,
i.e., certain personnel in the off-Floor offices of the DMM unit, the
DMM unit's clearing operations, and persons who are permitted to
provide non-trading related services to the DMM unit under Rule 98.
Once connected, the on-Floor and off-Floor personnel would be permitted
to use the Permitted Communications Device for two-way written
electronic communications.
    The Exchange further notes that nothing in proposed Supplementary
Material .31 would alter the obligations of a DMM unit to meet existing
requirements under Rule 98 to, among other things, protect non-public
order information and maintain appropriate information barriers in
accordance with Rule 98. Because DMM units would continue to be subject
to Rule 98, while on the Floor, DMM unit personnel could not use the
Permitted Communications Device to communicate with off-Floor personnel
in violation of Rule 98. For example, DMM units will continue to be
subject to provisions of Rule 98 governing restrictions on
communications with off-Floor individuals or systems responsible for
making trading decisions in related products.\7\
---------------------------------------------------------------------------

    \7\ See, e.g., NYSE Amex Equities Rules 98(d)(2)(B)(iii) and
(f)(1)(A)(ii).
---------------------------------------------------------------------------

    A DMM unit would be obligated to program its communications system
so that a Permitted Communications Device would not operate in a manner
that enables written electronic communications to or from any location
or individual other than as described in the proposed Supplementary
Material. Among other things, the DMM unit would be required to program
its communications system to ensure that messages cannot be forwarded
to individuals with whom Floor personnel are not permitted to
communicate. As part of the approval process, DMM units would need to
identify to the Exchange who would have access to the Permitted
Communications Devices and the basis for why any proposed off-Floor
persons are permitted to communicate with individuals located on the
Trading Floor.
    Under proposed Supplementary Material .31(c), a DMM unit's member
organization would be required to maintain records of all written
communications sent from or to the DMM unit's Floor-based employees via
the Permitted Communications Device in accordance with NYSE Amex
Equities Rule 440 and SEC Rule 17a-4(b)(4) and in such format as may be
prescribed by the Exchange.
    Under proposed Supplementary Material .31(d), a DMM unit's member
organization would be required to establish policies and procedures
reasonably designed to ensure that use of the Permitted Communications
Device is consistent with all SEC rules and Exchange rules, policies
and procedures. In particular, pursuant to NYSE Amex Equities Rule 342,
DMM units would be required to implement appropriate procedures of
supervision and control and to provide for the review of the written
electronic communications sent to and from the DMM unit's post location
on the Floor via the Permitted Communications Device. Among other
things, the written procedures should address the regulatory
requirements associated with the program, including what measures the
DMM unit will follow to ensure that only those individuals permitted to
communicate via the Permitted Communications Device have access to it.
    The Exchange believes that allowing DMM units to use a Permitted

Communications Device would provide an effective way for DMMs to
communicate with their member organization and promote more efficient
supervision, compliance, and operations. For example, a DMM unit could
use a Permitted Communications Device to obtain permission from senior
management to exceed risk limits to facilitate a block trade or
otherwise meet an affirmative obligation, to more quickly correct a
technological issue with the DMM unit's algorithms, to meet business
continuity obligations by providing an additional means of
communication in the event of a wide-ranging telephone outage or other
Exchange system outage, and to confirm that a stock could be borrowed
to cover a short position.
    The Exchange further believes that the use of such written
communications and the related retention requirements not only would
enable the DMM unit to monitor communications to and from the Floor,
but also would enable FINRA to enhance its regulatory program
associated with reviewing such communications. In particular, FINRA
would be able to review the e-mail system operating the connections
between the Trading Floor and off-Floor locations and related written
supervisory procedures. The regulatory program would be further
strengthened because with the use of auditable written electronic
communications, FINRA would also be able to review both the content of
communications and the parties to such communications. The Exchange
believes that the enhanced regulatory program associated with the more
robust audit trail would benefit the markets by providing a better
manner by which to review DMM compliance with Federal and Exchange
rules.
    Finally, the Exchange proposes a technical change to Rule 36.30 to
conform Rule 36 to NYSE Amex Equities Rule 104, which does not include
a requirement that DMM units annually certify their algorithms.\8\
Because Rule 104 does not include a requirement that DMM units annually
certify their algorithms, the Exchange proposes to amend Rule 36 to
similarly delete the requirement for an annual certification.
---------------------------------------------------------------------------

    \8\ The Exchange's rules are based on NYSE rules, including the
NYSE's New Market Model rule changes. See 59022 (Nov. 26, 2008), 73
FR 73683 (Dec. 3, 2008) (SR-NYSEALTR-2008-10). The NYSE included the
relevant provision to Rule 36.30 in connection with the Hybrid
Market changes to Rule 104, when the then specialist algorithm had
an advance ``look'' at incoming orders. See Securities Exchange Act
Release No. 53539 (March 22, 2006), 71 FR 16353 (March 31, 2006)
(SR-NYSE-2004-05). In connection with the adoption of the New Market
Model, the NYSE eliminated the algorithmic order-by-order look,
which rendered the need for an annual certification moot and the
NYSE deleted the requirement for an annual certification in Rule
104. See Securities Exchange Act Release No. 58845 (Oct. 24, 2008),
73 FR 64379 (Oct. 29. 2008) (SR-NYSE-2008-46).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and further the objectives
of Section 6(b)(5) of the Act,\10\ in particular, in that they are
designed to prevent fraudulent and manipulative acts and practices, 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 the proposed rule change supports
the objectives of the Act by permitting greater and more effective
communication between DMMs and DMM unit's on the Floor and their
upstairs offices, while at the same time providing for a more robust
audit trail that would enable FINRA to enhance the regulatory program
associated with reviewing DMM communications from the Trading Floor.
The Exchange believes that these regulatory enhancements will benefit
the market by protecting investors and the public interest.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 that is 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 solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6)\13\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b4(f)(6)(iii),\14\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest.
---------------------------------------------------------------------------

    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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.

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<EMAIL_ADDRESS>Please include
File Number SR-NYSEAmex-2011-16 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-NYSEAmex-2011-16. 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 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 the 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 available publicly. All submissions
should refer to File Number SR-NYSEAmex-2011-16 and should be submitted
on or before April 12, 2011.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-6707 Filed 3-21-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 61 (Friday, March 31, 2017)]
[Notices]
[Pages 16082-16084]
[FR Doc No: 2017-06332]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80313; File No. SR-NYSE-2017-12]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend Section 102.01B of
the NYSE Listed Company Manual To Modify the Requirements That Apply to
Companies That List Without a Prior Exchange Act Registration and That
Are Not Listing in Connection With an Underwritten Initial Public
Offering

March 27, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on March 13, 2017, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend Section 102.01B of the NYSE Listed
Company Manual (the ``Manual'') to modify the provisions relating to
the qualification of companies listing without a prior Exchange Act
registration. The proposed rule change is available on the Exchange's
Web site at www.nyse.com, 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 self-regulatory organization
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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

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

1. Purpose
    The Exchange proposes to amend Section 102.01B of the Manual to
modify the provisions relating to the qualification of companies
listing without a prior Exchange Act registration.
    Generally, the Exchange expects to list companies in connection
with a firm commitment underwritten IPO, upon transfer from another
market, or pursuant to a spin-off. Companies listing in connection with
an IPO must demonstrate that they have $40 million in market value of
publicly-held shares, while companies that are listing upon transfer
from another exchange or the over-the counter market or pursuant to a
spin-off must demonstrate that they have $100 million in market value
of publicly-held shares.
    Section 102.01B currently recognizes that some companies that have
not previously had their common equity securities registered under the
Exchange Act, but which have sold common equity securities in a private
placement, may wish to list their common equity securities on the
Exchange at the time of effectiveness of a registration statement filed
solely for the purpose of allowing existing shareholders to sell their
shares.\4\ Footnote (E) of Section 102.01B provides that the Exchange
will, on a case by case basis, exercise discretion to list such
companies. In exercising this discretion, Footnote (E) provides that
the Exchange will determine that such company has met the $100 million
aggregate market value of publicly-held shares requirement based on a
combination of both (i) an independent third-party valuation (a
``Valuation'') of the company and (ii) the most recent trading price
for the company's common stock in a trading system for unregistered
securities operated by a national securities exchange or a registered
broker-dealer (a ``Private Placement Market''). The Exchange will
attribute a market value of publicly-held shares to the company equal
to the lesser of (i) the value calculable based on the Valuation and
(ii) the value calculable based on the most recent trading price in a
Private Placement Market.
---------------------------------------------------------------------------

    \4\ See NYSE Listed Company Manual, Section 102.01B, Footnote
(E).
---------------------------------------------------------------------------

    Any Valuation used for purposes of Footnote (E) must be provided by
an entity that has significant experience and demonstrable competence
in the

provision of such valuations. The Valuation must be of a recent date as
of the time of the approval of the company for listing and the
evaluator must have considered, among other factors, the annual
financial statements required to be included in the registration
statement, along with financial statements for any completed fiscal
quarters subsequent to the end of the last year of audited financials
included in the registration statement. The Exchange will consider any
market factors or factors particular to the listing applicant that
would cause concern that the value of the company had diminished since
the date of the Valuation and will continue to monitor the company and
the appropriateness of relying on the Valuation up to the time of
listing. In particular, the Exchange will examine the trading price
trends for the stock in the Private Placement Market over a period of
several months prior to listing and will only rely on a Private
Placement Market price if it is consistent with a sustained history
over that several month period evidencing a market value in excess of
the Exchange's market value requirement. The Exchange may withdraw its
approval of the listing at any time prior to the listing date if it
believes that the Valuation no longer accurately reflects the company's
likely market value.
    While Footnote (E) to Section 102.01B provides for a company
listing upon effectiveness of a selling shareholder registration
statement, it does not make any provision for a company listing in
connection with the effectiveness of an Exchange Act registration
statement in the absence of an IPO or other Securities Act
registration. A company is able to become an Exchange Act registrant
without a concurrent public offering by filing a Form 10 or an annual
report (such as a Form 10-K or Form 20-F) with the SEC. The Exchange
believes that it is appropriate to list companies immediately upon
effectiveness of an Exchange Act registration statement without a
concurrent Securities Act registration provided the applicable company
meets all other listing requirements. Consequently, the Exchange
proposes to amend Footnote (E) to Section 102.01B to explicitly provide
that it applies to companies listing upon effectiveness of an Exchange
Act registration statement without a concurrent Securities Act
registration, as well as to companies listing upon effectiveness of a
selling shareholder registration statement.
    The Exchange notes that the requirement of Footnote (E) that the
Exchange rely on recent Private Placement Market trading in addition to
a Valuation may cause difficulties for certain companies that are
otherwise clearly qualified for listing. Some companies that are
clearly large enough to be suitable for listing on the Exchange do not
have their securities traded at all on a Private Placement Market prior
to going public. In other cases, the Private Placement Market trading
is too limited to provide a reasonable basis for reaching conclusions
about a company's qualification. Consequently, the Exchange proposes to
amend Footnote (E) to provide an exception to the Private Placement
Market trading requirement for companies with respect to which there is
a recent Valuation available indicating at least $250 million in market
value of publicly-held shares. A Valuation of at least two-and-a-half
times the $100 million requirement provides a basis for concluding that
the market value of the company's shares would meet the Valuation
standard upon commencement of trading on the Exchange. In addition, the
Exchange notes that any Valuation used for this purpose must be
provided by an entity that has significant experience and demonstrable
competence in the provision of such valuations.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) \5\ of the Act, in general, and furthers the
objectives of Section 6(b)(5) of the Act,\6\ in particular in that it
is designed 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
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers. The proposed rule change would foster
cooperation and coordination with persons engaged in clearing and
settling transactions in securities, thereby facilitating such
transactions.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The proposal to permit companies listing upon effectiveness of an
Exchange Act registration statement without a concurrent public
offering or Securities Act registration is designed to protect
investors and the public interest, because such companies would be
required to meet all of the same quantitative requirements met by other
listing applicants. The proposal to amend Footnote (E) to Section
102.01B to allow companies to avail themselves of that provision
without any reliance on Private Placement Market trading is designed to
protect investors and the public interest because any company relying
solely on a valuation to demonstrate compliance with the market value
of publicly-held shares requirement would be required to demonstrate a
market value of publicly-held shares of $250 million, rather than the
$100 million that is generally applicable.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Exchange Act. Rather, the proposed
rule change would increase competition for new listings by enabling
companies to list that meet all quantitative requirements but are
currently unable to list because of the methodology required by the
currents rules to demonstrate their compliance.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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 up to 90 days (i) as the Commission may designate
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 the 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSE-2017-12 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-NYSE-2017-12. 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
10:00 a.m. and 3:00 p.m. Copies of the 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 available publicly. All
submissions should refer to File Number SR-NYSE-2017-12 and should be
submitted on or before April 21, 2017.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
---------------------------------------------------------------------------

    \7\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-06332 Filed 3-30-17; 8:45 am]
BILLING CODE 8011-01-P