[Federal Register Volume 78, Number 98 (Tuesday, May 21, 2013)]
[Notices]
[Pages 29797-29801]
[FR Doc No: 2013-12040]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69586; File No. SR-Phlx-2013-50]

Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Relating to
FLEX Options

May 15, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 \2\ thereunder, notice is hereby given
that on May 2, 2013, NASDAQ OMX PHLX LLC (``Phlx'' or ``Exchange'')
filed with the Securities and Exchange Commission (``SEC'' or
``Commission'') the proposed rule change as described in Items I, II,
and III, below, which Items have been prepared by 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 the
Substance of the Proposed Rule Change

    The Exchange proposes to amend Exchange Rule 1079 entitled ``FLEX,
Index, Equity and Currency Options'' and Option Floor Procedure Advice
(``OFPA'') F-28 entitled ``Trading FLEX Index, Equity and Currency
Options.''
    The text of the proposed rule change is available on the Exchange's
Web site at http://www.nasdaqtrader.com/micro.aspx?id=PHLXRulefilings,
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 the
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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend Exchange Rule
1079(a) which concerns the characteristics applicable to FLEX options
and 1079(b) and eliminate OFPA F-28 which concerns the procedures for
quoting and trading FLEX options.\3\ The Exchange is proposing to amend
its FLEX rules in Rule 1079 to establish the same procedures for
quoting and trading FLEX options as exist today on NYSE MKT LLC
(``Amex'').\4\
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    \3\ The term ``FLEX option'' means a FLEX option contract that
is traded subject to this Rule. Although FLEX options are generally
subject to the rules in this section, to the extent that the
provisions of this Rule are inconsistent with other applicable
Exchange rules, this Rule takes precedence with respect to FLEX
options.
    \4\ See Amex Rule 904G (FLEX Trading Procedures and Principles).
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    Today, a Requesting Member shall obtain quotes and execute trades
in certain non-listed FLEX options at the specialist post of the non-
FLEX option on the Exchange. The Requesting Member is a Phlx member
qualified to trade FLEX options pursuant to paragraph (c) of Rule 1079
who initiates a FLEX Request For Quotes (``RFQ'') pursuant to paragraph
(b) of Rule 1079. FLEX options are not continuously quoted and series
are not pre-established.\5\ Today a Requesting Member may initiate an
RFQ by first announcing all of the following contract terms to the
trading crowd of the non-FLEX option and then submitting an RFQ ticket
to that specialist post: (1) Underlying index, security or foreign
currency, (2) type, size and crossing intention (3) in the case of FLEX
index options and FLEX equity options, exercise style, (4) expiration
date, (5) exercise price, and, (6) respecting index options, the
settlement value. Thereafter, on receipt of an RFQ in proper form, the
assigned specialist or Requesting Member shall cause the terms of the
RFQ to be disseminated as an administrative text message through the
Options Price Reporting Authority (``OPRA'').
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    \5\ The Exchange's electronic quoting and trading system is not
available for FLEX options. The variable terms of FLEX options shall
be established through the process described in Rule 1079. All
transactions must be in compliance with Section 11 of the Securities
Exchange Act of 1934 and the rules promulgated thereunder, which may
include yielding priority to customer orders.
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    The Exchange proposes to adopt rules, similar to Amex, which
requires a Requesting Member to submit to the FLEX Specialist an RFQ
utilizing for that purpose the forms, formats and procedures
established by the Exchange. Thereafter, on receipt of an RFQ in proper
form, the assigned FLEX Specialist shall cause the terms and
specifications of the RFQ to be immediately announced at the post. Such
communication shall be disseminated as an administrative text message
through the Options Price Reporting Authority (``OPRA'').\6\
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    \6\ See proposed Rule 1079(b)(1).
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    Today, following the RFQ announcement, a preset response time will
begin, during which members may provide responsive quotes. The response
time, between two and 15 minutes, will be determined by the Exchange.
During the response time, members may provide responsive quotes to the
RFQ, which may be entered, modified or withdrawn during such response
time. Each assigned ROT

and assigned specialist \7\ who responds is required to respond with a
market of the minimum size, but is not required to provide continuous
quotes or a minimum bid-offer differential (quotation spread
parameters).
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    \7\ Pursuant to Rule 1079(c), a ROT or specialist may apply on a
form prescribed by the Exchange to be assigned in FLEX options. At
least two members shall be assigned to each FLEX option. Only the
specialist in the non-FLEX option may be the assigned specialist in
that FLEX option (``FLEX Specialist''). The provisions of Rule
1014(c) regarding market making obligations shall be applicable to
assigned ROTs and assigned specialists, such that a market must be
provided in any FLEX option when requested by an Options Exchange
Official. The Exchange proposes to define ``FLEX Specialist'' within
Rule 1079(c).
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    The Exchange proposes to adopt rules, similar to Amex, which
provide that Members may enter at the FLEX post FLEX Quotes responsive
to each Request for Quotes. FLEX Quotes must be entered during the
Request Response Time.\8\ Each FLEX Quote shall refer to a reference
indicator as the Exchange determines appropriate from time to time. All
FLEX Quotes may be entered, modified or withdrawn at any point during
the Request Response Time. At the expiration of the Request Response
Time, the best bid or offer (``BBO'') shall be identified in accordance
with the price and time priority principles set forth by the
Exchange.\9\
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    \8\ The Exchange proposes to notify its members of the time
period for the Request Response Time by issuing a memorandum to the
Exchange members on the trading floor. The Exchange intends to
provide a reasonable notice period to members if it determines to
change the Request Response Time.
    \9\ See proposed Rule 1079(b)(2).
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    Today, with respect to the BBO, at the end of the response time,
the assigned specialist, or if none, the Requesting Member shall
determine the BBO, based on price, but not time or size. However, where
two or more bids/offers are at parity, bids/offers submitted by an
assigned specialist, assigned ROT or customer will have priority over
bids/offers submitted by non-assigned ROTs and by controlled accounts
as defined in Rule 1014(g)(i). The BBO shall be disseminated with
reference to the corresponding RFQ. Further, if the Requesting Member
rejects the BBO or the BBO is for less than the entire size requested,
the BBO Improvement Interval provides a two minute time period during
which the BBO may be matched or improved. An assigned ROT or assigned
specialist who responded with a market during the response time may
immediately join any new BBO. The new BBO shall be determined, and
disseminated with reference to the corresponding RFQ.
    The Exchange proposes to amend this portion of the rule to instead
state, similar to Amex, that at the expiration of the Request Response
Time, the BBO shall be displayed on such market data systems as are
available. If the Requesting Member has not indicated an intention to
cross or act as principal with respect to any part of the FLEX trade,
the member shall promptly accept or reject the displayed BBO: Provided,
however, that if such a Requesting Member either rejects the BBO or is
given a BBO for less than the entire size requested, all FLEX
participating members other than the Requesting Member will have an
opportunity during the BBO Improvement Interval in which to match, or
improve, (as applicable), the BBO. At the expiration of any such BBO
Improvement Interval, the Requesting Member must promptly accept or
reject the BBO(s). If the Requesting Member has indicated an intention
to cross or act as principal with respect to any part of the FLEX
trade, acceptance of the displayed BBO shall be automatically delayed
until the expiration of the BBO Improvement Interval. Prior to the BBO
Improvement Interval, the Requesting Member must indicate at the post
the price at which the member expects to trade. In these circumstances,
the Requesting Member may participate with all other FLEX-participating
members in attempting to improve or match the BBO during the BBO
Improvement Interval. At expiration of the BBO Improvement Interval,
the Requesting Member must promptly accept or reject the BBO(s). The
Requesting Member has no obligation to accept any FLEX bid or offer.
Whenever, following the completion of FLEX bidding and offering
responsive to a given RFQs, the Requesting Member rejects the BBO or
the BBO size exceeds the FLEX transaction size indicated in the RFQs,
members may accept the entire order or the unfilled balance of the BBO.
The highest bid shall have priority, but where the two or more best
bids are submitted at the same price, the bid(s) submitted first in
time will have priority. The lowest offer shall have priority, but
where the two or more best offers are submitted at the same price, the
offer(s) submitted first in time will have priority. In the case of
FLEX equity options only and notwithstanding Rule 1079(b)(4), whenever
the Requesting Member has indicated an intention to cross or act as
principal on the trade and has matched or improved the BBO during the
BBO Improvement Interval, the Requesting Member will be permitted to
execute the contra side of the trade that is the subject of the RFQs,
to the extent of at least 40% of the trade, provided the order is a
public customer order or an order respecting the Requesting Member's
firm proprietary account. Notwithstanding the foregoing, all market
participants may effect crossing transactions.\10\
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    \10\ See proposed Rule 1079(b)(3).
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    The Exchange would eliminate the provisions that today describe
trading, such that a trade in FLEX options cannot be executed until the
end of the response time or BBO Improvement Interval. Today, once the
response time or Improvement Interval ends, the Requesting Member is
given the first opportunity to trade on the market, by voicing a bid/
offer in the trading crowd. The Requesting Member has no obligation to
accept any bid or offer for a FLEX option. If the Requesting Member
rejects the BBO or the BBO size exceeds the entire size requested,
another member may promptly accept such BBO or the unfilled balance of
the BBO. Once the BBO is established and no trade has occurred, the RFQ
remains open during that trading day, such that a member may re-quote
the market with respect to the open RFQ, as opposed to submitting an
additional RFQ. An assigned ROT or assigned specialist who responded to
the open RFQ during the response time or BBO Improvement Interval may
immediately join the re-quoted market, thus matching for parity
purposes. The original Requesting Member is not given the first
opportunity to trade on the re-quoted market, nor is the re-quoting
member. If a trade occurs, that RFQ is no longer open and a new RFQ is
required. The specialist in the listed non-FLEX equity, index or U.S.
dollar-settled foreign currency option, whether or not assigned in FLEX
options, must accept FLEX orders on the FLEX book after completion of
the RFQ process. Only customer day limit orders may be placed on the
FLEX index, equity or U.S. dollar-settled foreign currency option book.
Booked orders expire at the end of each trading day. The limit price
and size must be written on the RFQ ticket and submitted for
dissemination. In order to trade with the book, an executing member
must quote the market and announce the trade.\11\
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    \11\ Acceptance of a bid/offer creates a binding contract under
Exchange Rules.
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    Today, the Exchange has procedures for crossing which require that
whenever a Requesting Member intends to cross, after the BBO is
determined, with or without a BBO Improvement Interval, the Requesting
Member, having announced an intention to cross, must bid and offer at
or better than the BBO. If the Requesting Member's bid/offer is

at the BBO, the Requesting Member may execute 25% or a fair split,
whichever is greater, of the contra-side of the order that is the
subject of the RFQ. The remainder of the contra-side is split in
accordance with the parity/priority provision of subparagraph (3) of
Rule 1079(b). If the Requesting Member's bid/offer improves the
existing BBO, an assigned ROT or assigned specialist who responded with
a market during the response time or BBO Improvement Interval, may
immediately join the Requesting Member's improved bid or offer, thus
matching for parity purposes. However, the Requesting Member may
execute 25% or a fair split, whichever is greater, of the contra-side
of the order that is the subject of the RFQ. The remainder of the
contra-side is split in accordance with the parity/priority provision
of sub-paragraph (3) of Rule 1079. Broker-dealer crosses and solicited
orders, as defined in Rule 1064, are not eligible for the split
afforded by sub-paragraphs (A) and (B) of Rule 1079(6), and instead,
are, after the announcement of an intention to cross, executable in
accordance with sub-paragraph (5) of Rule 1079.
    The Exchange proposes to amend the crossing rules, similar to Amex,
in that the Requesting Member would be entitled to cross a transaction
where the BBO was matched or improved and could execute the contra side
to the extent of at least 40% of the trade, provided the order is a
public customer order or an order respecting the Requesting Member's
firm proprietary account.\12\ The Exchange would not otherwise limit a
market participant's ability to cross an order, other market
participants other than public customer and firm proprietary orders
would not be entitled to execute the contra side of the trade to the
extent of at least 40% of the trade.
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    \12\ See proposed Rule 1079(b)(5).
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    The Exchange does not propose to amend the current reporting
requirements which require RFQs, responsive quotes and completed trades
to be promptly reported to OPRA and disseminated as an administrative
text message.\13\ Nor does the Exchange proposes to amend the
provisions related to trading rotations which provide that there will
be no trading rotations in FLEX options, either at the opening or at
the close of trading.\14\ Finally, the Exchange does not proposes to
amend the hours of trading must currently state that FLEX options
trading must be effected during the hours established by the Exchange.
Such hours shall be within regular Exchange trading hours (for the non-
FLEX option) on each business day, except that the Exchange in its
discretion may determine at any time to narrow or expand FLEX trading
hours to encompass, but not exceed, the trading hours of the non-FLEX
option.\15\
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    \13\ See Rule 1079(b)(7).
    \14\ See Rule 1079(b)(8).
    \15\ See Rule 1079(b)(9).
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    Provision (c) of Rule 1079 related to who may trade FLEX Options,
provision (d) relating to position limits and position (e) related to
exercise limits are not being amended. Section (f) which provides that
FLEX equity and currency options shall be subject to the exercise-by-
exercise procedure of Rule 805 of the Options Clearing Corporation
(``OCC'') is being amended to capitalize the OCC title.
    The Exchange is also proposing to amend Rule 1079(a) to add certain
defined terms in connection with the proposed amendments to Rule
1079(b). Specifically, the Exchange proposes to define the term
``Request for Quotes'' as the initial request supplied by a Requesting
Member to initiate FLEX bidding and offering. The Exchange proposes to
define the term ``Request Response Time'' as the minimum period of time
established by the Exchange, during which Exchange members
participating in FLEX options may provide FLEX Quotes in response to a
Request for Quotes. The Exchange proposes to define the term ``FLEX
Quote'' as (i) FLEX bids and offers entered by specialists \16\ and
Registered Options Traders \17\ and (ii) orders to purchase and orders
to sell FLEX Options entered by Floor Brokers, in each case in response
to a Request for Quotes. The Exchange proposes to define the term
``BBO'' as the best bid or offer, or both, as applicable, entered in
response to a Request for Quotes. The Exchange proposes to define the
term ``BBO Improvement Interval'' as the minimum period of time, to be
established by the Exchange, during which members may submit FLEX
Quotes to meet or improve the BBO established during the Request
Response Time.
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    \16\ A specialist is an Exchange member who is registered as an
options specialist pursuant to Rule 1020(a).
    \17\ A Registered Options Trader (``ROT'') includes a Streaming
Quote Trader (``SQT''), a Remote Streaming Quote Trader and a Non-
SQT, which by definition is neither a SQT or a RSQT. A Registered
Option Trader is defined in Exchange Rule 1014(b) as a regular
member of the Exchange located on the trading floor who has received
permission from the Exchange to trade in options for his own
account. See Exchange Rule 1014 (b)(i) and (ii).
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    Finally, the Exchange proposes to eliminate OFPA F-28, which
reiterates the procedures for quoting and trading FLEX options similar
to Rule 1079, as this rule is no longer necessary. OFPA-F28 was enacted
to parallel most of the provisions in Rule 1079(b), including those
pertaining to requesting quotations, responses, determining the BBO,
the BBO Improvement Interval, executing a trade and crossing. OFPA F-28
does not contain a fine schedule and is not included in the Exchange's
minor rule violation enforcement and reporting plan.\18\ The Exchange
noted in its rule change that the purpose of adopting OFPA F-28 was to
incorporate it into the Floor Procedure Advice Handbook for easy
reference on the trading floor.\19\
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    \18\ See Securities Exchange Act Release No. 39549 (January 14,
1998), 63 FR 3601 (January 23, 1998) (SR-Phlx-96-38).
    \19\ Id.
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    The Exchange believes that these amendments to the FLEX rules to
model the rules after the current Amex rules, streamlines the current
process for quoting and trading FLEX Options. Amex initially amended
its rule in 2006 \20\ to increase the participation guarantee of a
Requesting Member from 25% to 40% of the order.\21\ Amex noted in its
filing that they believed that providing Requesting Members or
Requesting Member firms who are eligible to trade FLEX options and are
seeking to cross or facilitate a trade with an across-the-board 40%
member firm guarantee will provide an additional incentive for such
Requesting Member or Requesting Member firm to bring large FLEX orders
to the floor of the Amex rather than to the floor of another options
exchange or to the over-the-counter (``OTC'') market.\22\ Additionally,
Amex noted that the liquidity provided by such Requesting Member or
Requesting Member firm seeking to facilitate their orders gives the
Exchange the ability to provide deep liquid markets for investors.
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    \20\ See Securities Exchange Act Release No. 54104 (July 5,
2006), 71 FR 39374 (July 12, 2006) (SR-Amex-2006-47).
    \21\ Id.
    \22\ Id.
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    The Exchange believes that the amendments proposed to Rule 1079(b)
would also allow Phlx to remain competitive with other options
exchanges. The proposal streamlines the current FLEX rules related to
quoting and trading FLEX options and creates new opportunities for
members and member organizations to trade FLEX options on the floor of
the Exchange. The proposal provides for transparency in displaying the
terms and specifications of the RFQ at the post and continues to
provide for the dissemination of information through

OPRA. The proposal eliminates the minimum response times imposed by the
current rules and instead adopts Amex's more flexible approach to
permit responses during the Request Response Time as designated by the
Exchange. The amendments provide for opportunities to match or improve
the BBO and sets priority rules as first in time as compared to price,
as is the case today. The Exchange believes that these rules will
permit the Exchange to remain competitive and will continue to
encourage market participants to shift OTC options trading to the
Exchange in order to eliminate counter-party risk. The Exchange is
proposing to increase its guarantee from 25% to 40% consistent with
current firm facilitation guarantees and, similar to Amex, offer
requesting members that cross public customer and firm proprietary
orders the opportunity to participate in 40% of the trade.\23\ The
Exchange believes that, as noted in the Amex filing, the liquidity
provided by such Requesting Member or Requesting Member firm seeking to
facilitate their orders gives the Exchange the ability to provide deep
liquid markets for investors. The Exchange believes this proposal will
allow the Exchange to remain competitive with other options exchanges
and provide a comparable alternative to the OTC market.
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    \23\ See Exchange Rule 1064 at Commentary .02.
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    The Exchange proposes, similar to Amex Rule 904G(f), to limit
crossing orders that are entitled to participate in the trade and be
guaranteed at least 40% of the trade to public customer orders and firm
proprietary orders. Unlike Amex, the Exchange would not otherwise limit
a market participant's ability to effect a crossing transaction. The
Exchange is proposing to permit all market participants to cross a
transaction, as is the case today. The Exchange does not believe this
proposal would amend the current practice of permitting market
participants to participate in crossing orders, except for Broker-
Dealer crosses which today are not eligible for the split referenced in
current Rule 1079(b)(6)(A) and (B),\24\ but they are executable as
described in current Rule 1079(b)(5). The proposal would permit all
market participants to effect crossing transactions, which is not a
departure from the current rule, but would limit crossing orders that
are entitled to participate in the trade and receive the 40% guarantee
to public customer orders and firm proprietary orders, which is not a
change for Broker-Dealers but is a change for other market participants
that today may be eligible for the 25% guarantee in the current rule.
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    \24\ Today, if the Requesting Member's bid/offer is at the BBO,
the Requesting Member may execute 25% or a fair split, whichever is
greater, of the contra-side of the order that is the subject of the
RFQ. If the Requesting Member's bid/offer improves the existing BBO,
an assigned ROT or assigned Specialist who responded with a market
during the response time or BBO Improvement Interval, may
immediately join the Requesting Member's improved bid or offer, thus
matching for parity purposes. However, the Requesting Member may
execute 25% or a fair split, whichever is greater, of the contra-
side of the order that is the subject of the RFQ.
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    The Exchange is not adopting language in Amex Rule 904(G)(g). The
Exchange does not trade the particular currencies listed in 904(G)(g)
and is therefore not adopting language similar to section 904G(g).\25\
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    \25\ The Exchange has separate rules relating to trading FLEX
foreign currencies minimum increments. See Exchange Rule 1005C.
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    In addition, the Exchange proposes in Rule 1079(b)(1) to
immediately announce the terms and specifications of the RFQ at the
specialist post instead of posting the terms and specifications. The
practice of announcing terms at the post is in line with current
practices on Phlx's floor. The Exchange will continue to disseminate an
administrative text message through OPRA, as is the case today.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Securities and Exchange Act of
1934 (``Exchange Act''),\26\ in general, and with Section 6(b)(5) of
the Exchange Act,\27\ in particular, in that the proposal is 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.
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    \26\ 15 U.S.C. 78f.
    \27\ 15 U.S.C. 78f(b)(5).
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    FLEX options permit customization of certain variable terms as
agreed between the buyer and seller. The Exchange believes that its
proposed rules allow market participants to continue to trade FLEX
options in a transparent environment with the same requisite disclosure
requirements in order to ensure that presence of a price discovery
process for such orders on the Exchange's trading floor. The Exchange
believes that the proposed amendments will create new opportunities for
members and member organizations to trade FLEX options. The amendments
create clear guidelines for transacting FLEX options, which are
complicated customized options. Additionally, the amendments streamline
the process and adopt procedures for quoting and trading FLEX options
similar to Amex.\28\ The Exchange desires to provide investors deep
liquid markets in which to trade FLEX options and believes that
adopting rules similar to Amex will allow the Exchange to provide
investors the tools to transact FLEX options in a transparent
environment.
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    \28\ See note 19. [sic]
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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 Exchange proposes to adopt
rules to permit the quoting and trading of FLEX options on the
Exchange's trading floor similar to Amex.\29\ The Exchange believes
that its ability to remain competitive and provide market participants
multiple venues in which to trade FLEX options in a similar manner
benefits market participants by providing them choices in which to seek
markets to transact these products. The Exchange believes that this
filing does not impose a burden on competition in as much as the rules
are not novel but rather are the same as the rules of Amex.
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    \29\ Id.
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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)(ii) of the Act \30\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\31\
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    \30\ 15 U.S.C. 78s(b)(3)(a)(ii). [sic]
    \31\ 17 CFR 240.19b-4(f)(6).
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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: (i)
Necessary or appropriate in

the public interest; (ii) for the protection of investors; or (iii)
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
The Exchange has provided the Commission written notice of its intent
to file the proposed rule change, along with a brief description and
text of the proposed rule change, at least five business days prior to
the date of filing of the proposed rule change.

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-Phlx-2013-50 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-Phlx-2013-50. 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 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; 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-Phlx-2013-50, and should be submitted on
or before June 11, 2013.
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    \32\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\32\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-12040 Filed 5-20-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 16 (Wednesday, January 24, 2018)]
[Notices]
[Pages 3371-3372]
[FR Doc No: 2018-01208]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82531; File No. SR-NYSE-2017-53]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Designation of a Longer Period for Commission Action on a
Proposed Rule Change To Amend the Listed Company Manual for Special
Purpose Acquisition Companies To Lower the Initial Holders Requirement
From 300 to 150 Round Lot Holders and To Eliminate Completely the 300
Public Stockholders Continued Listing Requirement, To Require at Least
$5 Million in Net Tangible Assets for Initial and Continued Listing,
and To Impose a 30-Day Deadline To Demonstrate Compliance With the
Initial Listing Requirements Following a Business Combination

January 18, 2018.
    On November 16, 2017, New York Stock Exchange LLC (``NYSE'' 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
proposed rule change to amend the Listed Company Manual for Special
Purpose Acquisition Companies (``SPACs'') \3\ to lower the initial
holders requirement from 300 to 150 round lot holders and to eliminate
the continued listing requirement of 300 public stockholders
completely, to require at least $5 million in net tangible assets for
initial listing and continued listing, and to impose a 30-day deadline
to demonstrate compliance with initial listing requirements following a

business combination. The proposed rule change was published for
comment in the Federal Register on December 6, 2017.\4\ The Commission
received two comments on the proposal.\5\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Commission notes that throughout this Notice we have
used the term ``SPAC'' or ``SPACs.'' These terms have the same
meaning as an ``Acquisition Company'' or ``AC'' which is the term
used by NYSE in its current proposed rule filing and rule text.
    \4\ See Securities Exchange Act Release No. 82180 (November 30,
2017), 82 FR 57632 (December 6, 2017) (``Notice'').
    \5\ See Letters to Brent J. Fields, Secretary, Commission, from
Michael Kitlas, dated November 30, 2017 (``Kitlas Letter'') and
Jeffrey P. Mahoney, General Counsel, Council of Institutional
Investors, dated December 20, 2017 (``CII Letter'').
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    Section 19(b)(2) of the Act \6\ provides that within 45 days of the
notice publication of the filing of a proposed rule change, or within
such longer period up to 90 days as the Commission may designate if it
finds such longer period to be appropriate and publishes its reasons
for so finding, or as to which the self-regulatory organization
consents, the Commission shall either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether the proposed rule change should be disapproved. The
45th day after publication of the notice for this proposed rule change
is January 20, 2018. The Commission is extending this 45-day time
period.
    The Commission finds it appropriate to designate a longer period
within which to take action on the proposed rule change so that it has
sufficient time to consider the proposal and the comment letters.
Accordingly, the Commission, pursuant to Section 19(b)(2) of the
Act,\7\ designates March 6, 2018, as the date by which the Commission
shall either approve or disapprove, or institute proceedings to
determine whether to disapprove, the proposed rule change (File No. SR-
NYSE-2017-53).
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    \6\ 15 U.S.C. 78s(b)(2).
    \7\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
---------------------------------------------------------------------------

    \8\ 17 CFR 200.30-3(a)(31).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01208 Filed 1-23-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 97 (Tuesday, May 20, 2014)]
[Notices]
[Pages 28982-28983]
[FR Doc No: 2014-11574]

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SECURITIES AND EXCHANGE COMMISSION

Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549-0213.

Extension:
Regulation S-X; SEC File No. 270-003, OMB Control No. 3235-0009.

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the collection of
information summarized below. The Commission plans to submit this
existing collection of information to the Office of Management and
Budget for extension and approval.
    Information collected and information prepared pursuant to
Regulation S-X focus on the form and content of, and requirements for,
financial statements filed with periodic reports and in connection with
the offer and sale of securities. Investors need reasonably current
financial statements to make informed investment and voting decisions.
    The potential respondents include all entities that file
registration statements or reports pursuant to the Securities Act of
1933 (15 U.S.C. 77a, et seq.), the Securities Exchange Act of 1934 (15
U.S.C. 78a, et seq.) or the Investment Company Act of 1940 (15 U.S.C.
80a-1, et seq.).
    Regulation S-X specifies the form and content of financial
statements when those financial statements are required to be filed by
other rules and forms under the federal securities laws. Compliance
burdens associated with the financial statements are assigned to the
rule or form that directly requires the financial statements to be
filed, not to Regulation S-X. Instead, an estimated burden of one hour
traditionally has been assigned to Regulation S-X for incidental
reading of the regulation. The estimated average burden hours are
solely for purposes of the Paperwork Reduction Act and are not derived
from a comprehensive or even a representative survey or study of the
costs of SEC rules or forms.
    Written comments are invited on: (a) 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; (b) the accuracy of the agency's estimate

of the burden of the collection of information; (c) ways to enhance the
quality, utility, and clarity of the information collected; and (d)
ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection
techniques or other forms of information technology. Consideration will
be given to comments and suggestions submitted in writing within 60
days of this publication.
    Please direct your written comments to Thomas Bayer, Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 100 F St. NE., Washington DC 20549 or send an email to:
<EMAIL_ADDRESS>
    Dated: May 14, 2014.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-11574 Filed 5-19-14; 8:45 am]
BILLING CODE 8011-01-P