CDS, outstanding bonds, or total deliverable bonds would have the
benefit of capturing more positions related to smaller underlying
entities, which might be more prone to being impacted by opportunistic
strategies compared to larger firms. This alternative could, however,
be challenging for market participants to implement. First, it not
clear how market participants would calculate total outstanding CDS,
which could increase the costs of implementing the alternative. Second,
unlike underlying securities for equity swaps, bonds with different
vintages and yields are not fungible securities, meaning that they are
not equivalent or interchangeable. As a result, selecting the ones to
aggregate uniformly across all underlying entities when calculating the
denominator increases the difficulty and costs of the calculation. For
example, not all bonds would be deliverable into the auction for each
of the CDS.
    With respect to both (i) calculating the notional amount subject to
the short notional amount threshold of $150 million by adding or
subtracting the notional amount of any positions in a deliverable
underlying debt security and (ii) calculating both the long and short
$150 million notional amount thresholds by netting out the notional
amount of any other Security Based Swap, specifically for single-name
CDS where security-based swap would match the reference entity and the
tenor, would reduce costs for market participants by potentially
reducing the number of reports they would be required to file. However,
these calculation methods would reduce the amount of information
available to other market participants and, therefore, may not present
the same counterparty risk reduction benefits.
7. Information Required To Be Reported on Schedule 10B
    The Commission could propose that different information be reported
on Schedule 10B. For example, the Commission could propose a version of
Schedule 10B that would not require the public reporting of the
identity of the filer. In this case, the market participant would
inform the Commission about having exceeded the reporting threshold,
but other market participants (counterparties, underlying reference
entity, and other regulators) would not know or be able to identify the
market participant that triggered the reporting obligation. This
alternative would not allow market participants to know which
counterparty they should change their behavior towards in order to
reduce counterparty risk (for example, by adjusting prices to capture
additional risk, increasing margin requirements, or decreasing trading
activity). Market participants could treat all of their counterparties
as if they exceeded the reporting threshold, potentially creating a
chilling effect on the market. Accordingly, this alternative would not
afford the same benefits of our proposed approach.
    Alternatively, the Commission could propose that the rule require
reporting the identity of the filer and not the underlying reference
entity. Similarly, the Commission could propose the filer not to
specify the size of the position, or information about the
corresponding trading strategy. These alternatives would have the
benefit of limiting the potential market reaction to the filer's trades
and strategies, such as strategy replication or attempts to anticipate
the filer's trading patterns. They would not, however, allow market
participants to fully quantify nor understand the complete relationship
the filer has with the underlying entity. This could cause an
overreaction similar to the ones previously discussed, such as
incentivizing counterparties to treat larger threshold breaches equally
as smaller ones, or misinterpreting the strategy of the filer.
Accordingly, the Commission does not believe that these alternatives
would afford the same benefits of our proposed approach.

F. Request for Comment

    The Commission requests comment on any aspect of the above economic
analysis, including our description of the current economic baseline,
the potential costs and benefits of the proposed amendments, their
effect on efficiency, competition, and capital formation, and any
reasonable alternatives we should consider. In addition, we request
comment on the following aspects of the proposal:
     The Commission requests comment on the potential costs for
security-based swap market participants, including costs attributable
to the modification of market participants' business operations or
supervisory practices or systems. The Commission also requests comments
about any potential benefits resulting from the proposed Rule 9j-1,
10B-1, and 15Fh-4(c) for market participants and underlying entities.
The

Commission also seeks comments on the accuracy of any of the benefits
identified and welcomes comments on any of the costs identified here.
Finally, the Commission encourages commenters to identify, discuss,
analyze, and supply relevant data, information, or statistics regarding
any such costs or benefits. The Commission seeks specific comment and
empirical data, if available, on the potential impact of the proposed
rule.
     We solicit comment on any additional short-term and long-
term benefits that could be realized with re-proposed Rule 9j-1,
proposed Rule 10B-1, and proposed Rule 15Fh-4(c). Specifically, we
solicit comment regarding benefits to the efficient operation of the
security-based swap market, price efficiency, market integrity, and
investor protection.
     We request comment on whether re-proposed Rule 9j-1,
proposed Rule 10B-1, or proposed Rule 15Fh-4(c) would promote
efficiency, competition, and capital formation or have an impact or
burden on competition both in the security-based swap market and the
underlying markets. Commenters are requested to provide empirical data
and other factual support for their view to the extent possible.
     We solicit comment on costs associated with re-proposed
Rule 9j-1, including whether the rule could discourage certain
legitimate market activities, because of concern that such activities
might be viewed as a violation of the rule. The Commission also
requests specific comment on any changes to business operations or
supervisory practices or systems that might be necessary to implement
the proposed rule. In addition, the Commission solicits comment on any
additional short-term and long-term costs that could result from
proposed Rule 9j-1. Specifically, the Commission solicits comment
regarding costs to the efficient operation of the security-based swap
market, price efficiency, market integrity, and investor protection.
     The Commission solicits comment on the costs and benefits
associated with the reporting thresholds for single-name CDS and TRS.
Should these thresholds be lower or higher, and are there other
alternative thresholds?
     The Commission solicits comment on the complexity of the
reporting thresholds for single-name CDS, equity, and non-CDS security-
based swaps. Should these thresholds be more complex, difficult to
calculate, and precise, or simpler, easier to calculate, and broader,
and are there other alternative thresholds?
     We solicit comment on costs associated with reporting of
security-based swap positions as a result of proposed Rule 10B-1,
including whether the rule would impose costs that could discourage
market activity by creating indirectly position limits or liquidity
pools.
     We solicit comment on any additional short-term and long-
term benefits that could be realized with proposed Rule 10B-1.
Specifically, the Commission solicits comment regarding benefits to the
efficient operation of the security-based swap market, price
efficiency, market integrity, and investor protection.
     The Commission solicits comment on benefits associated
with reporting of security-based swap positions because of proposed
Rule 10B-1, including whether the rule would give rise to additional
benefits that could encourage capital formation for underlying
entities. The Commission solicits comment on any long-term or short-
term costs that might influence underlying entities because of
reporting thresholds. How might underlying entities change funding
practices or procedures under proposed Rule 10B-1?

VII. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, (``SBREFA''),\270\ the Commission requests comment on the
potential effect of the proposed rules on the economy on an annual
basis. The Commission also requests comment on any potential increases
in costs or prices for consumers or individual industries, and any
potential effect on competition, investment, or innovation. Commenters
are requested to provide empirical data and other factual support for
their views to the extent possible.
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    \270\ Public Law 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C., and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

VIII. Regulatory Flexibility Act Certification

    The Regulatory Flexibility Act (``RFA'') \271\ requires Federal
agencies, in promulgating rules, to consider the impact of those rules
on small entities. Section 603(a) of the Administrative Procedure
Act,\272\ as amended by the RFA, generally requires the Commission to
undertake a regulatory flexibility analysis of all proposed rules, or
proposed rule amendments, to determine the impact of such rulemaking on
``small entities.'' \273\ Section 605(b) of the RFA states that this
requirement shall not apply to any proposed rule or proposed rule
amendment which, if adopted, would not have a significant economic
impact on a substantial number of small entities.\274\
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    \271\ 5 U.S.C. 601 et seq.
    \272\ 5 U.S.C. 603(a).
    \273\ Although Section 601(b) of the RFA defines the term
``small entity,'' the statute permits agencies to formulate their
own definitions. The Commission has adopted definitions for the term
``small entity'' for the purposes of Commission rulemaking in
accordance with the RFA. Those definitions, as relevant to this
proposed rulemaking, are set forth in 17 CFR 240.0-10 (``Rule 0-
10'') under the Exchange Act. See Exchange Act Release No. 18452
(Jan. 28, 1982), 47 FR 5215 (Feb. 4, 1982) (File No. AS-305).
    \274\ See 5 U.S.C. 605(b).
---------------------------------------------------------------------------

    For purposes of Commission rulemaking in connection with the RFA, a
small entity includes: (1) When used with reference to an ``issuer'' or
a ``person,'' other than an investment company, an ``issuer'' or
``person'' that, on the last day of its most recent fiscal year, had
total assets of $5 million or less; \275\ or (2) a broker-dealer with
total capital (net worth plus subordinated liabilities) of less than
$500,000 on the date in the prior fiscal year as of which its audited
financial statements were prepared pursuant to 17 CFR 240.17a-5(d)
(``Rule 17a-5(d)'') under the Exchange Act,\276\ or, if not required to
file such statements, a broker-dealer with total capital (net worth
plus subordinated liabilities) of less than $500,000 on the last
business day of the preceding fiscal year (or in the time that it has
been in business, if shorter); and is not affiliated with any person
(other than a natural person) that is not a small business or small
organization.\277\
---------------------------------------------------------------------------

    \275\ See 17 CFR 240.0-10(a).
    \276\ 17 CFR 240.17a-5(d).
    \277\ See 17 CFR 240.0-10(c).
---------------------------------------------------------------------------

    Based on available information about the security-based swap
market, the market, while broad in scope, is largely dominated by
entities such as those that will be covered by the SBSD and MSBSP
definitions. Based on feedback from industry participants about the
security-based swap market, the Commission continues to believe that:
(1) The types of entities that are and will continue to register with
the Commission as SBSDs (i.e., because they engage in more than a de
minimis amount of dealing activity involving security-based swaps)--
which generally would be large financial institutions--would not be
``small entities'' for purposes of the RFA; and (2) the types of
entities that may have security-based swap positions above the level
required to register as MSBSPs would not be

``small entities'' for purposes of the RFA.
    Although proposed Rule 15Fh-4(c) would apply only to SBS Entities,
re-proposed Rule 9j-1 and proposed Rule 10B-1 (including proposed
Schedule 10B) are not on their face limited to SBS Entities. However,
while it is possible that other parties may engage in security-based
swap transactions, the Commission does not believe that any such
entities would be ``small entities'' as defined in Exchange Act Rule 0-
10.\278\ Feedback from industry participants about the security-based
swap market indicates that only persons or entities with assets
significantly in excess of $5 million (or with annual receipts
significantly in excess of $7 million) participate in the security-
based swap market. With respect to re-proposed Rule 9j-1, even to the
extent that a small number transactions did have a counterparty that
was defined as a ``small entity'' under the Rule 0-10, the Commission
believes it unlikely that the re-proposed rule would have a significant
economic impact on such entities, as the rule prohibits fraudulent and
manipulative acts, activities which are in most cases already
prohibited. Finally, the Commission believes that the proposed
reporting thresholds in proposed Rule 10B-1 are set sufficiently high
as to further mitigate against the possibility of proposed Rule 10B-1
(including Schedule 10B) applying to persons who would be considered
``small entities'' under Rule 0-10.
---------------------------------------------------------------------------

    \278\ See 17 CFR 240.0-10(a).
---------------------------------------------------------------------------

    For the foregoing reasons, the Commission certifies that proposed
Rules 9j-1, 10B-1 (including Schedule 10B), and 15Fh-4(c), if adopted,
would not have a significant economic impact on a substantial number of
small entities for purposes of the RFA. The Commission invites
commenters to address whether the proposed rules would have a
significant economic impact on a substantial number of small entities,
and, if so, what would be the nature of any impact on small entities.
The Commission requests that commenters provide empirical data to
illustrate the extent of the impact.

IX. Statutory Authority

    The Commission is proposing the new rules and rule amendment
contained in this release under the authority set forth in the Exchange
Act, 15 U.S.C. 78a et seq., as amended, and, particularly Sections 2,
3(b), 9(i), 9(j), 10, 10B, 15, 15F, and 23(a) thereof (15 U.S.C. 78b,
78c(b), 78i(i), 78i(j), 78j, 78j-2, 78o, 78o-10, and 78w(a)).

List of Subjects in 17 CFR Part 240

    Administrative practice and procedure, Brokers, Confidential
business information, Fraud, Reporting and recordkeeping requirements,
Securities, Swaps.

Text of the Proposed Rule

    For the reasons set forth in the preamble, title 17, chapter II of
the Code of Federal Regulations is proposed to be amended as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
1. The general authority citation for part 240 is revised to read as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78j-2, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o,
78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll,
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201
et seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18
U.S.C. 1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub.
L. 112-106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise
noted.
* * * * *
0
2. Add Sec.  240.9j-1 to read as follows:

Sec.  240.9j-1  Prohibition against fraud, manipulation, or deception
in connection with security-based swaps.

    (a) It shall be unlawful for any person, directly or indirectly, to
purchase or sell, or attempt to induce the purchase or sale of, any
security-based swap; to effect any transaction in, or attempt to effect
any transaction in, any security-based swap; to take any action to
exercise any right, or any action related to performance of any
obligation, under any security-based swap, including in connection with
any payments, deliveries, rights, or obligations or alterations of any
rights thereunder; or to terminate (other than on its scheduled
maturity date) or settle any security-based swap, in connection with
which such person:
    (1) Employs or attempts to employ any device, scheme, or artifice
to defraud or manipulate; or
    (2) Makes or attempts to make any untrue statement of a material
fact, or omits to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they
were made, not misleading; or
    (3) Obtains or attempts to obtain money or property by means of any
untrue statement of a material fact or any omission to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; or
    (4) Engages or attempts to engage in any act, practice, or course
of business which operates or would operate as a fraud or deceit upon
any person;
    (b) It shall be unlawful for any person to, directly or indirectly,
manipulate or attempt to manipulate the price or valuation of any
security-based swap, or any payment or delivery related thereto.
    (c) Wherever communicating, or purchasing or selling a security
(other than a security-based swap) while in possession of, material
nonpublic information would violate, or result in liability to any
purchaser or seller of the security under either the Act or the
Securities Act of 1933, or any rule or regulation thereunder, such
conduct in connection with a purchase or sale of a security-based swap
with respect to such security or with respect to a group or index of
securities including such security shall also violate, and result in
comparable liability to any purchaser or seller of that security under,
such provision, rule, or regulation.
    (d) Whenever taking any of the actions set forth in paragraphs (a)
or (b) of this section involving a security-based swap would violate,
or result in liability under Section 9(j) of the Act or this section,
such conduct, when taken by a counterparty to such security-based swap
(or any affiliate of, or a person acting in concert with, such
security-based swap counterparty in furtherance of such prohibited
activity), in connection with a purchase or sale of a security or group
or index of securities on which such security-based swap is based,
shall also violate, and shall be deemed a violation of, Section 9(j) of
the Act or paragraphs (a) or (b) of this section.
    (e) For purposes of this section, the terms ``purchase'' and
``sale'' shall have the same meanings as set forth in Sections 3(a)(13)
(15 U.S.C. 78c(a)(13)) and 3(a)(14) (15 U.S.C. 78c(a)(14)) of the Act.
    (f) A person shall not be liable under paragraph (a) of this
section solely for reason of being aware of material non-public
information while taking the following actions:
    (1) Actions taken by a person in accordance with binding
contractual rights and obligations under a security-based swap (as
reflected in the written security-based swap documentation governing
such transaction or any amendment thereto) so long as:
    (i) The security-based swap was entered into, or the amendment was
made, before the person came into

possession of such material non-public information; and
    (ii) The entry into, and the terms of, the security-based swap are
themselves not a violation of any provision of this section.
    (2) Security-based swap transactions effected by a person pursuant
to a bilateral portfolio compression exercise (as defined in Sec.
240.15Fi-1(a)) or a multilateral portfolio compression exercise (as
defined in Sec.  240.15Fi-1(j)) so long as:
    (i) Any such transactions are consistent with all of the terms of a
bilateral portfolio compression exercise or multilateral portfolio
compression exercise, including as it relates to, without limitation,
the transactions to be included in the exercise, the risk tolerances of
the persons participating in the exercise, and the methodology used in
the exercise; and
    (ii) All such terms were agreed to by all participants of the
bilateral portfolio compression exercise or multilateral portfolio
compression exercise prior to the commencement of the applicable
exercise.
0
3. Add an undesignated center heading and Sec.  240.10B-1 to read as
follows:

Requirements and Reports Under Section 10B

Sec.  240.10B-1  Reporting of Security-based Swap Positions.

    (a) Reporting obligation.
    (1) Any person (and any entity controlling, controlled by or under
common control with such person), or group of persons, who through any
contract, arrangement, understanding or relationship, after acquiring
or selling directly or indirectly, any security-based swap, is directly
or indirectly the owner or seller of a security-based swap position
that exceeds the reporting threshold amount, shall file with the
Commission a statement containing the information required by Sec.
240.10B-101 (Schedule 10B) on the Commission's Electronic Data
Gathering, Analysis and Retrieval System (EDGAR).
    (2) Any Schedule 10B required by this section shall be filed
promptly, but in no event later than the end of the first business day
following the day of execution of the security-based swap transaction
that results in the security-based swap position first exceeding the
reporting threshold amount.
    (3) A group's filing obligation pursuant to paragraph (a)(1) of
this section may be satisfied either by a single joint filing or by
each of the group's members making an individual filing. If the group's
members elect to make their own filings, each such filing should
identify all members of the group but the information provided
concerning the other persons making the filing need only reflect
information which the filing person knows or has reason to know.
    (4) Any person who, directly or indirectly, creates or uses a
trust, proxy, power of attorney, pooling arrangement or any other
contract, arrangement, or device as part of a plan or scheme to evade
the reporting requirements of paragraph (a)(1) of this section with
respect to a security-based swap position shall be deemed for purposes
of this section to be the owner of such security-based swap position.
    (b) Definitions. For purposes of this section:
    (1) The term reporting threshold amount shall mean:
    (i) With respect to credit default swaps (including credit default
swaps where the underlying reference is a group or index of entities or
obligations of entities that is a narrow-based security index), the
lesser of:
    (A) A long notional amount of $150 million, calculated by
subtracting the notional amount of any long positions in a deliverable
debt security underlying a security-based swap included in the
security-based swap position from the long notional amount of the
security-based swap position;
    (B) A short notional amount of $150 million; or
    (C) A gross notional amount of $300 million.
    (ii) With respect to security-based swap positions based on debt
securities that are not credit default swaps, a gross notional amount
of $300 million.
    (iii) With respect to security-based swap positions based on equity
securities, the lesser of:
    (A) A gross notional amount of $300 million; provided, however,
that if the gross notional amount of the security-based swap position
exceeds $150 million, the calculation of the security-based swap
position shall also include the value of all of the underlying equity
securities owned by the holder of the security-based swap position
(based on the most recent closing price of shares), as well as the
delta-adjusted notional amount of any options, security futures, or any
other derivative instruments based on the same class of equity
securities; or
    (B) A security-based swap equivalent position that represents more
than 5% of a class of equity securities; provided, however, that if the
security-based swap equivalent position represents more than 2.5% of a
class of equity securities, the calculation of the security-based swap
equivalent position shall also include in the numerator all of the
underlying equity securities owned by the holder of the security-based
swap position, as well as the number of shares attributable to any
options, security futures, or any other derivative instruments based on
the same class of equity securities.
    (2) The term security-based swap equivalent position shall mean the
number of shares attributable to all of the security-based swaps
comprising a security-based swap position, as determined in accordance
with paragraph (b)(4) of this section.
    (3) The term security-based swap position shall mean all security-
based swaps based on:
    (i) A single security or loan, or a narrow-based security index, or
any interest therein or based on the value thereof;
    (ii) Any securities issued by the same issuer (each, an ``issuing
entity'') the securities, loans, or securities included in the narrow-
based index (including any interest therein or based on the value
thereof) described in paragraph (b)(3)(i); or
    (iii) Any narrow-based security index that includes any of those
issuing entities or their securities (including any interest therein or
based on the value thereof), in each case as applicable. To the extent
that a security-based swap position is based on a single security or
loan that is included in a narrow-based security index, the calculation
of the security-based swap position with respect to a particular
component of the index would be based on the weighting of the reference
entity or securities as a component of the index. With respect to
security-based swaps based on equity securities, a security-based swap
position shall include all security-based swaps based on a single class
of equity securities.
    (4) When used in paragraphs (b)(1)(iii)(B) and (b)(2) of this
section, the ``number of shares attributable'' to a derivative
instrument (including a security-based swap) shall mean the larger of
(in each case as applicable):
    (i) The number of shares of the reference equity security that may
be delivered upon on the exercise of the rights under the derivative
instrument, as determined in accordance with the terms of the
applicable documentation;
    (ii) The number of shares of the reference equity security
determined by multiplying the number of shares by reference to which
the amount payable under the derivative instrument is determined by the
delta of the applicable derivative instrument; and

    (iii) The number of shares of the reference equity determined by:
    (A) Dividing the notional amount of such derivative instrument by
the most recent closing price of shares of the reference equity
security; and then
    (B) Multiplying such quotient by the delta of the applicable
derivative instrument.
    (5) For purposes of paragraph (b)(1)(i) of this section, a ``debt
security underlying a security-based swap included in the security-
based swap position'' means any security that could potentially be
deliverable into a credit default swap auction in the event of a
default.
    (6) For purposes of paragraphs (b)(1)(iii)(A) and (b)(4) of this
section, the term ``delta'' shall mean the ratio that that is obtained
by comparing (x) the change in the value of a derivative instrument to
(y) the change in the value of the reference equity security. If a
derivative instrument does not have a fixed delta, then the delta
should be calculated on a daily basis, based on the most recent closing
price of shares of the reference equity security.
    (7) For purposes of paragraph (b)(1)(iii)(A) and (B) of this
section, a person that is a member of a national securities exchange
shall not be deemed to be the owner of any equity securities that they
hold directly or indirectly on behalf of another person solely because
such person is the record holder of such securities and, pursuant to
the rules of such exchange, may direct the vote of such securities,
without instruction, on other than contested matters or matters that
may affect substantially the rights or privileges of the holders of the
securities to be voted, but is otherwise precluded by the rules of such
exchange from voting without instruction.
    (c) Amendments. If any material change occurs in the facts set
forth in a previously filed Schedule 10B including, but not limited to,
any material increase in the security-based swap positions or if a
security-based swap position falls back below the applicable reporting
threshold amount, the person or persons who were required to file the
statement shall file or cause to be filed with the Commission an
amendment disclosing that change. All such amendments shall be filed on
EDGAR promptly, but in no event later than the end of the first
business day following the material change. For purposes of this
paragraph (c), a change equal to 10% or more of a position previously
disclosed in Schedule 10B shall be deemed ``material'' for purposes of
this section.
    (d) Applicability. The requirements of this section shall apply to
all security-based swap positions so long as:
    (1) Any of the transactions that comprise the security-based swap
position would be required to be reported pursuant to Sec.  242.908(a)
of this chapter (Rule 908 of Regulation SBSR); or
    (2) The reporting person holds any amount of reference securities
underlying the security-based swap position (or would be deemed to be
the beneficial owner of such reference securities, pursuant to Section
13(d) of the Act (15 U.S.C. 78m) and the rules and regulations
thereunder), and:
    (i) The issuer of such reference security is a partnership,
corporation, trust, investment vehicle, or other legal person
organized, incorporated, or established under the laws of the U.S. or
having its principal place of business in the U.S.; or
    (ii) Such reference security is part a class of securities
registered under Section 12 or 15(d) of the Exchange Act.
    (e) If some or all of the information required to be disclosed on
Schedule 10B is publicly available on EDGAR at the time the Schedule
10B is required to be filed, such information may be incorporated by
reference in answer, or partial answer, to any item of Schedule 10B.
0
4. Add Sec.  240.10B-101 to read as follows:

Sec.  240.10B-101  Schedule 10B--Information to be included in
statements filed pursuant to Sec.  240.10B-1(a) and amendments thereto
filed pursuant to Sec.  240.10B-1(c).

    Securities and Exchange Commission, Washington, DC 20549
Schedule 10B Under the Securities Exchange Act of 1934 (Amendment
No. _) * (Name, Address, Email Address and Telephone Number of
Person Authorized To Receive Notices and Communications) (Date of
Event Which Requires Filing of This Statement or Any Amendment
Thereto As Required by Rule 10B-1(c))
    (1) State the name of the reporting person (or names of
reporting persons if making a joint filing as a group). State if the
reporting person is a member of a group. If the reporting person is
a member of a group and the members of the group are satisfying the
group's Rule 10B-1(a)(1) (Sec.  240.10B-1(a)(1)) filing obligation
by making individual filings, identify all members of the group.
    (2) State the residency or place of organization of the
reporting person(s).
    (3) State the type of reporting person(s) (see instructions).
    (4) For reporting persons that are legal entities, state the
Legal Entity Identifier (LEI) of the reporting person(s), if such
person(s) has an LEI.
    (5) State the notional amount of the applicable security-based
swap position(s), as defined in Rule 10B-1(b)(3) (Sec.  240.10B-
1(b)(3)), of the reporting person(s), along with summary information
about the composition of the position as it relates to the direction
(i.e., long or short) and the tenor/expiration of the underlying
security-based swap transactions and the product ID (17 CFR
242.900(bb)) of the security-based swap(s) included in the security-
based swap position, if applicable.
    (6) In the case of a security-based swap position based on debt
securities (including credit default swaps), state the ownership of:
(i) All debt securities underlying a security-based swap included in
the security-based swap position, including the Financial Instrument
Global Identifier (FIGI) of each underlying debt security, if
applicable, and the LEI of the issuer of each underlying debt
security, if the issuer has an LEI; and (ii) all security-based
swaps based on equity securities issued by the same reference
entity, including the FIGI of each underlying equity security, if
applicable. In addition to the FIGI, other unique security
identifier(s) may be included at the filer's option.
    (7) In the case of a security-based swap position based on
equity securities, state the ownership of: (i) All equity securities
underlying a security-based swap included in the security-based swap
position, including the FIGI of each underlying equity security, if
applicable, and the LEI of the issuer of each underlying equity
security, if the issuer has an LEI; and (ii) all security-based
swaps based on debt securities issued by the same reference entity
(including credit default swaps), including the FIGI of each
underlying debt security, if applicable. In addition to the FIGI,
other unique security identifier(s) may be included at the filer's
option.
    (8) State the ownership of any other instrument relating to the
security-based swap position and/or any underlying security or loan
or group or index of securities or loans, or any security or group
or index of securities, the price, yield, value, or volatility of
which, or of which any interest therein, is the basis for a material
term of a security-based swap included in the security-based swap
position, if not otherwise disclosed pursuant to Items 6 or 7 of
this statement. For any underlying security disclosed pursuant to
this Item, disclose the FIGI of the security, if applicable, and the
LEI of the issuer of the security, if the issuer has an LEI. In
addition to the FIGI, other unique security identifier(s) may be
included at the filer's option.
    (9) To the extent that the reporting threshold amount, as
defined in Rule 10B-1(b)(1) (Sec.  240.10B-1(b)(1)), is based on the
number of shares corresponding to a security-based swap position
based on equity securities, state the number of shares attributable
to the security-based swap position, along with the closing price
used in the calculation and the date of such closing price.
Instructions to Schedule 10B
    (1) Type of Reporting Person--Please classify each ``reporting
person'' according to the following breakdown and place the appropriate
symbol (or symbols, i.e., if more than one is

applicable, insert all applicable symbols) on the form:
[GRAPHIC] [TIFF OMITTED] TP04FE22.010

    (2) Incorporation by Reference--Rule 10B-1(e) (Sec.  240.10B-1(e))
provides that if some or all of the information required to be
disclosed on Schedule 10B is publicly available on EDGAR at the time
the Schedule 10B is required to be filed, such information may be
incorporated by reference in answer, or partial answer, to any item of
Schedule 10B. Include an express statement clearly describing the
specific location of the information you are incorporating by
reference. You must include an active hyperlink to information
incorporated into Schedule 10B to the applicable link to EDGAR). The
information must not be incorporated by reference in any case where
such incorporation would render the disclosure incomplete, unclear, or
confusing. For example, disclosure must not be incorporated by
reference from a second document if that second document incorporates
information pertinent to such disclosure by reference to a third
document.
    Signature. After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
    Date
    Signature
    Name/Title
    The original statement shall be signed by each person on whose
behalf the statement is filed or their authorized representative. If
the statement is signed on behalf of a person by their authorized
representative (other than an executive officer or general partner of
the reporting person), evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference.
    Attention--Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
0
5. Amend Sec.  240.15Fh-4 by adding paragraph (c) to read as follows:

Sec.  240.15Fh-4  Antifraud provisions for security-based swap dealers
and major security-based swap participants; special requirements for
security-based swap dealers acting as advisors to special entities.

* * * * *
    (c) No undue influence over chief compliance officer. It shall be
unlawful for any officer, director, supervised person, or employee of a
security-based swap dealer or major security-based swap participant, or
any person acting under such person's direction, to directly or
indirectly take any action to coerce, manipulate, mislead, or
fraudulently influence the security-based swap dealer's or major
security-based swap participant's chief compliance officer in the
performance of their duties under the Federal securities laws or the
rules and regulations thereunder.

    By the Commission.

    Dated: December 15, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-27531 Filed 2-3-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 216 (Thursday, November 7, 2019)]
[Notices]
[Pages 60120-60125]
[FR Doc No: 2019-24256]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87444; File No. SR-NYSEAMER-2019-38]

Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing of Proposed Rule Change To Allow Certain Flexible Exchange
Equity Options To Be Cash Settled

November 1, 2019.
    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 17, 2019, 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 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.
---------------------------------------------------------------------------

    \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 Rules 903G and 906G related to
Flexible Exchange (``FLEX'') Options. 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 Exchange proposes to amend Rules 903G and 906G related to FLEX
Options.
    FLEX Options are customized equity or index contracts that allow
investors to tailor contract terms for exchange-listed equity and index
options. The Exchange proposes to amend NYSE American Rule 903G(c) to
allow for cash settlement of certain FLEX Equity Options.\4\ Generally,
FLEX Equity Options are settled by physical delivery of the underlying
security,\5\ while all FLEX Index Options are currently settled by
delivery in cash.\6\ As proposed, FLEX Equity Options would be
permitted to be settled by delivery in cash if the underlying security
meets prescribed criteria.
---------------------------------------------------------------------------

    \4\ A ``FLEX Equity Option'' is an option on a specified
underlying equity security that is subject to the rules of Section
15. See NYSE American Rule 900G(b)(10).
    \5\ See Rule 903G(c)(3)(i).
    \6\ See Rule 903G(b)(2) and (3). Pursuant to Exchange rules,
Binary Return Derivatives (``ByRDs'') are also settled in cash. See
Rule 900ByRDs(b). As discussed below, cash settlement is also
permitted in the over-the-counter (``OTC'') market.
---------------------------------------------------------------------------

    To permit cash settlement of certain FLEX Equity Options, the
Exchange proposes new paragraph (c)(3)(ii) to Rule 903G. Proposed Rule
903G(c)(3)(ii) would provide that the exercise settlement for FLEX
Equity Options may be by physical delivery of the underlying security
or by delivery in cash if the underlying security, measured over the
prior six-month period, has an average daily notional value of $500
Million or more and a national average daily volume (ADV) of at least
4,680,000 shares.\7\
---------------------------------------------------------------------------

    \7\ See proposed Rule 903G(c)(3)(ii). The Exchange also proposes
a non-substantive amendment to Rule 903G to renumber current Rule
903G(c)(3)(ii) as new Rule 903G(c)(3)(iii).
---------------------------------------------------------------------------

    The Exchange also proposes new sub-paragraph (A) to Rule
903G(c)(3)(ii), which would provide that the Exchange will determine
bi-annually the underlying securities that satisfy the notional value
and trading volume requirements in Rule 903G(c)(3)(ii) by using trading
statistics for the previous six-months.\8\ Proposed new sub-paragraph
(B) to Rule 903(c)(3)(ii) would further provide that if the Exchange
determines pursuant to the bi-annual review that an underlying security
ceases to satisfy the requirements under Rule 903G(c)(3)(ii), any new
FLEX Equity Options overlying such security entered into will be
required to have exercise settlement by physical delivery and any open
positions in cash-settled FLEX Equity Options overlying such security
may be traded to only close the position.\9\
---------------------------------------------------------------------------

    \8\ See proposed Rule 903G(c)(3)(ii)(A). The Exchange plans to
conduct the bi-annual review on January 1 and July 1 of each year.
The results of the bi-annual review will be announced via a Trader
Update.
    \9\ See proposed Rule 903G(c)(3)(ii)(B). Pursuant to Rule 920NY,
an ATP Holder that is acting as a Market Maker may enter into an
opening transaction in order to facilitate closing transactions of
another market participant. See https://www.nyse.com/publicdocs/nyse/markets/arca-options/rule-interpretations/2017/NYSE%20Arca%20Options%20RB%2017-01.pdf. The Exchange will revise its
guidance to reflect that an ATP Holder acting as a Market Maker in
cash-settled FLEX Equity Options can enter into an opening
transaction to facilitate closing only transactions of another
market participant.
---------------------------------------------------------------------------

    The Exchange believes it is appropriate to introduce cash
settlement as an alternative contract term to the select group of
equity securities because they are the most highly liquid and actively-
traded securities. As described more fully below, the Exchange believes
that the deep liquidity and robust trading activity in securities
identified by the Exchange as meeting the criteria mitigate against
historic concerns regarding susceptibility to manipulation.
    The Exchange believes that average daily notional value is an
appropriate proxy for selecting underlying securities that are not
readily susceptible to manipulation for purposes of establishing a
settlement price. Average daily notional value takes into account both
the trading activity and the price of an underlying security. As a
general matter, the more expensive an underlying security's price, the
less cost-effective manipulation could become. Further, manipulation of
the price of a security encounters greater difficulty the more volume
that is traded. To calculate average daily notional value (provided in
the table below), the Exchange summed the notional value of each trade
for each symbol (i.e., the number of shares times the price for each
execution in the security) and divided that total by the number of
trading days in the six-month period (from January 1, 2019 through June
30, 2019) reviewed by the Exchange.
    Further, the Exchange proposes that qualifying securities also meet
an ADV standard. The purpose for this second criteria is to prevent
unusually expensive underlying securities from qualifying under the
average daily notional value standard while not being one of the most
actively traded securities. The Exchange believes an ADV requirement of
4,680,000 shares a day is appropriate because it represents average
trading in the underlying security of 200 shares per second. While no
security is immune from all manipulation, the Exchange believes that
the combination of average daily

notional value and ADV as prerequisite requirements would limit cash
settlement of FLEX Options to those underlying securities that would be
less susceptible to manipulation in order to establish a settlement
price.
    The Exchange believes that the proposed objective criteria would
ensure that only the most robustly traded and deeply liquid securities
would qualify to have cash settlement as a contract term. As provided
in the table below, as of June 30, 2019, the Exchange would be able to
provide cash settlement as a contract term for FLEX Equity Options on
only 84 underlying securities,\10\ as only this group of securities
would currently meet the requirement of $500 Million or more average
daily notional value and a minimum ADV of 4,680,000 shares. The table
below provides the list of the 84 securities that, as of June 30, 2019,
would be eligible to have cash settlement as a FLEX Equity option
contract term.
---------------------------------------------------------------------------

    \10\ The Exchange notes that TVIX (VelocityShares Daily 2x VIX
Short-Term ETN) would qualify under the proposed standards. However,
options on TVIX are not currently available for trading.

----------------------------------------------------------------------------------------------------------------
                                                      Average daily notional value   Average daily volume  (1/1/
             Symbol                  Security name          (1/1/19-6/30/19)                 19-6/30/19)
----------------------------------------------------------------------------------------------------------------
SPY.............................  SPDR S&P 500 ETF                 $21,297,533,471                    76,562,281
                                   Trust.
QQQ.............................  Invesco QQQ Trust.                 6,226,236,315                    35,419,606
AAPL............................  Apple Inc.........                 5,411,433,661                    29,938,826
FB..............................  Facebook, Inc.                     3,167,063,717                    18,656,551
                                   Class A.
IWM.............................  iShares Russell                    3,138,717,375                    20,697,570
                                   2000 ETF.
MSFT............................  Microsoft                          3,081,463,649                    26,298,765
                                   Corporation.
EEM.............................  iShares MSCI                       2,986,071,029                    70,901,336
                                   Emerging Markets
                                   ETF.
NFLX............................  Netflix, Inc......                 2,817,672,156                     8,073,403
BABA............................  Alibaba Group                      2,742,711,789                    16,314,223
                                   Holding Ltd.
                                   Sponsored ADR.
TSLA............................  Tesla Inc.........                 2,592,804,463                    10,051,182
BA..............................  Boeing Company....                 2,268,537,891                     6,044,214
NVDA............................  NVIDIA Corporation                 2,219,441,287                    13,960,292
AMD.............................  Advanced Micro                     1,978,829,372                    77,758,854
                                   Devices, Inc..
HYG.............................  iShares iBoxx High                 1,847,494,422                    21,622,743
                                   Yield Corporate
                                   Bond ETF.
EFA.............................  iShares MSCI EAFE                  1,716,385,479                    26,804,412
                                   ETF.
BAC.............................  Bank of America                    1,638,846,503                    57,551,084
                                   Corp.
DIS.............................  Walt Disney                        1,392,946,023                    11,366,690
                                   Company.
JPM.............................  JPMorgan Chase &                   1,360,283,575                    12,813,819
                                   Co..
XLF.............................  Financial Select                   1,347,599,180                    51,114,805
                                   Sector SPDR Fund.
LLY.............................  Eli Lilly and                      1,327,459,452                    10,818,852
                                   Company.
EWZ.............................  iShares MSCI                       1,257,290,585                    29,953,519
                                   Brazil ETF.
V...............................  Visa Inc. Class A.                 1,232,449,824                     8,048,719
FXI.............................  iShares China                      1,227,285,973                    28,755,070
                                   Large-Cap ETF.
QCOM............................  QUALCOMM                           1,211,880,121                    18,122,059
                                   Incorporated.
INTC............................  Intel Corporation.                 1,198,554,195                    24,128,671
UNH.............................  UnitedHealth Group                 1,193,149,098                     4,912,081
                                   Incorporated.
LQD.............................  iShares iBoxx                      1,168,122,337                     9,875,174
                                   Investment Grade
                                   Corporate Bond
                                   ETF.
MU..............................  Micron Technology,                 1,160,129,353                    30,258,968
                                   Inc..
CSCO............................  Cisco Systems,                     1,132,706,882                    21,792,441
                                   Inc..
TLT.............................  iShares 20+ Year                   1,065,481,174                     8,544,169
                                   Treasury Bond ETF.
XLV.............................  Health Care Select                 1,032,614,044                    11,541,565
                                   Sector SPDR Fund.
WFC.............................  Wells Fargo &                      1,013,529,161                    21,121,609
                                   Company.
PFE.............................  Pfizer Inc........                 1,006,294,983                    24,005,060
C...............................  Citigroup Inc.....                   982,855,307                    15,366,407
GLD.............................  SPDR Gold Trust...                   976,890,275                     7,874,831
XLK.............................  Technology Select                    969,785,314                    13,386,498
                                   Sector SPDR Fund.
XLU.............................  Utilities Select                     967,875,035                    16,964,325
                                   Sector SPDR Fund.
GDX.............................  VanEck Vectors                       960,166,813                    43,153,879
                                   Gold Miners ETF.
TQQQ............................  ProShares UltraPro                   958,273,952                    18,016,817
                                   QQQ.
JNJ.............................  Johnson & Johnson.                   948,157,843                     6,979,483
T...............................  AT&T Inc..........                   934,843,776                    30,151,377
XOM.............................  Exxon Mobil                          912,399,075                    11,897,796
                                   Corporation.
XLI.............................  Industrial Select                    909,904,734                    12,333,853
                                   Sector SPDR Fund.
CRM.............................  salesforce.com,                      892,331,750                     5,755,675
                                   Inc..
XLE.............................  Energy Select                        890,001,122                    13,936,008
                                   Sector SPDR Fund.
MRK.............................  Merck & Co., Inc..                   873,282,259                    11,076,401
ROKU............................  Roku, Inc. Class A                   862,649,855                    13,145,273
CVX.............................  Chevron                              855,496,380                     7,162,794
                                   Corporation.
BMY.............................  Bristol-Myers                        844,047,840                    17,505,197
                                   Squibb Company.
PG..............................  Procter & Gamble                     833,084,059                     8,233,044
                                   Company.
IEMG............................  iShares Core MSCI                    830,706,450                    16,373,454
                                   Emerging Markets
                                   ETF.
VZ..............................  Verizon                              815,667,485                    14,307,832
                                   Communications
                                   Inc..
CELG............................  Celgene                              810,028,905                     9,035,758
                                   Corporation.
SQ..............................  Square, Inc. Class                   789,909,124                    11,168,998
                                   A.
GE..............................  General Electric                     787,956,324                    80,931,248
                                   Company.
ORCL............................  Oracle Corporation                   765,161,710                    14,549,748
CMCSA...........................  Comcast                              764,325,100                    19,255,694
                                   Corporation Class
                                   A.
XLP.............................  Consumer Staples                     750,217,134                    13,589,124
                                   Select Sector
                                   SPDR Fund.

SMH.............................  VanEck Vectors                       743,322,164                     7,153,365
                                   Semiconductor ETF.
WMT.............................  Walmart Inc.......                   691,395,239                     6,908,002
CVS.............................  CVS Health                           690,109,969                    11,982,610
                                   Corporation.
PYPL............................  PayPal Holdings                      688,906,111                     6,810,430
                                   Inc..
KO..............................  Coca-Cola Company.                   686,132,671                    14,420,676
IYR.............................  iShares U.S. Real                    685,454,820                     8,098,239
                                   Estate ETF.
SBUX............................  Starbucks                            680,679,995                     9,382,107
                                   Corporation.
XOP.............................  SPDR S&P Oil & Gas                   631,231,318                    21,460,429
                                   Exploration &
                                   Production ETF.
JNK.............................  SPDR Bloomberg                       618,600,709                    12,555,596
                                   Barclays High
                                   Yield Bond ETF.
VWO.............................  Vanguard FTSE                        612,134,544                    14,761,429
                                   Emerging Markets
                                   ETF.
APC.............................  Anadarko Petroleum                   584,576,356                     9,450,731
                                   Corporation.
PEP.............................  PepsiCo, Inc......                   583,005,057                     4,850,035
ABBV............................  AbbVie, Inc.......                   570,266,307                     7,293,122
TXN.............................  Texas Instruments                    568,173,321                     5,315,649
                                   Incorporated.
TWTR............................  Twitter, Inc......                   567,732,862                    16,636,561
NKE.............................  NIKE, Inc. Class B                   555,303,367                     6,684,500
EA..............................  Electronic Arts                      548,493,648                     5,757,202
                                   Inc..
XLY.............................  Consumer                             529,385,536                     4,721,216
                                   Discretionary
                                   Select Sector
                                   SPDR Fund.
MO..............................  Altria Group Inc..                   529,141,650                    10,327,466
IEFA............................  iShares Core MSCI                    524,284,734                     8,762,457
                                   EAFE ETF.
MDT.............................  Medtronic Plc.....                   519,945,258                     5,773,585
VNQ.............................  Vanguard Real                        517,290,726                     6,129,594
                                   Estate ETF.
EMB.............................  iShares JP Morgan                    516,226,468                     4,739,195
                                   USD Emerging
                                   Markets Bond ETF.
AGG.............................  iShares Core U.S.                    513,543,324                     4,749,278
                                   Aggregate Bond
                                   ETF.
DWDP............................  DuPont de Nemours,                   510,133,624                    11,183,061
                                   Inc..
IEF.............................  iShares 7-10 Year                    506,548,585                     4,785,984
                                   Treasury Bond ETF.
----------------------------------------------------------------------------------------------------------------

    The Exchange believes that permitting cash settlement as a contract
term for FLEX Equity Options for the securities in the above table
would broaden the base of investors that use FLEX Options to manage
their trading and investment risk, including investors that currently
trade in the OTC market for customized options, where settlement
restrictions do not apply.
    Today, generally equity options are settled physically at The
Options Clearing Corporation (``OCC''), i.e., upon exercise, shares of
the underlying security must be assumed or delivered. Physical
settlement possesses certain risks with respect to volatility and
movement of the underlying security at expiration that market
participants may need to hedge against. Cash settlement may be
preferable to physical delivery in some circumstances as it does not
present the same risk. If an issue with the delivery of the underlying
security arises, it may become more expensive (and time consuming) to
reverse the delivery because the price of the underlying security would
almost certainly have changed. Reversing a cash payment, on the other
hand, would not involve any such issue because reversing a cash
delivery would simply involve the exchange of cash. Additionally, with
physical settlement, market participants that have a need to generate
cash would have to sell the underlying security while incurring the
costs associated with liquidating their position in the underlying
security as well as the risk of an adverse movement in the price of the
underlying security. The Exchange notes that cash settlement for
options is not a unique feature and other options exchanges have
previously received approval that allow for the trading of cash-settled
options.\11\
---------------------------------------------------------------------------

    \11\ See e.g. PHLX FX Options traded on Nasdaq PHLX and S&P
500[supreg] Index Options traded on Cboe Options Exchange. More
recently, the Commission approved, on a pilot basis, the listing and
trading of RealDayTM Options on the SPDR S&P 500 Trust on
the BOX Options Exchange LLC (``BOX''). See Securities Exchange Act
Release No. 79936 (February 2, 2017), 82 FR 9886 (February 8, 2017)
(``RealDay Pilot Program''). The RealDay Pilot Program was extended
until February 2, 2019. See Securities Exchange Act Release No.
82414 (December 28, 2017), 83 FR 577 (January 4, 2018) (SR-BOX-2017-
38). The RealDay Pilot Program was never implemented by BOX. See
also Securities Exchange Act Release Nos. 56251 (August 14, 2007),
72 FR 46523 (August 20, 2007) (SR-Amex-2004-27) (Order approving
listing of cash-settled Fixed Return Options (``FROs'')); and 71957
(April 16, 2014), 79 FR 22563 (April 22, 2014) (SR-NYSEMKT-2014-06)
(Order approving name change from FROs to ByRDs and re-launch of
these products, with certain modifications).
---------------------------------------------------------------------------

    With respect to position limits, cash-settled FLEX Equity Options
would be subject to the position limits set forth in Rule 906G.
Accordingly, the Exchange proposes new Rule 906G(b)(ii) which would
provide that positions for FLEX Equity Options settled in cash pursuant
to Rule 903G(c)(3)(ii) would be subject to the limits set forth in Rule
904, and the exercise limits set forth in Rule 905.\12\ Given that each
of the underlying securities that would currently be eligible to have
cash-settlement as a contract term have established position and
exercise limits applicable to physically-settled options, the Exchange
believes it is appropriate for the same position and exercise limits to
also apply to cash-settled options. Accordingly, of the 84 underlying
securities that would currently be eligible to have cash settlement as
a contract term, 76 would have a position limit of 250,000 contracts
pursuant to Rule 904, Commentary .07(a).\13\ Further, pursuant to Rule
904, Commentary .07(f), the position limit for the other eight
underlying securities would be as follows: For QQQ and SPY, 1,800,000
contracts; for IWM and EEM, 1,000,000 contracts; and for FXI, EFA, EWZ
and TLT, 500,000 contracts.\14\
---------------------------------------------------------------------------

    \12\ See proposed Rule 906G(b)(ii). The Exchange also proposes a
non-substantive amendment to Rule 906G to renumber current Rule
906G(b)(ii) as new Rule 906G(b)(iii).
    \13\ Rule 904, Commentary .07(a) provides that the position
limit shall be 250,000 contracts for options: (i) On an underlying
security that had trading volume of at least 100,000,000 shares
during the most recent six-month trading period; or (ii) on an
underlying security that had trading volume of at least 75,000,000
shares during the most recent six-month trading period and has at
least 300,000,000 shares currently outstanding. 76 of the 84
underlying securities currently meet the requirements under
Commentary .07(a).
    \14\ See Rule 904, Commentary .07(f).

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

    The Exchange understands that cash-settled FLEX Equity Options are
currently traded in the OTC market by a variety of market participants,
e.g., hedge funds, proprietary trading firms, and pension funds. The
Exchange believes some of these market participants would prefer to
trade these instruments on an exchange, where they would be cleared and
settled through a regulated clearing agency. The Exchange expects that
users of these OTC products would be among the primary users of
exchange-traded cash-settled FLEX Equity Options. The Exchange also
believes that the trading of cash-settled FLEX Equity Options would
allow these same market participants to better manage the risk
associated with the volatility of underlying equity positions given the
enhanced liquidity that an exchange-traded product would bring.
    Cash-settled FLEX Equity Options traded on the Exchange would have
three important advantages over the contracts that are traded in the
OTC market. First, as a result of greater standardization of contract
terms, exchange-traded contracts should develop more liquidity.
    Second, counter-party credit risk would be mitigated by the fact
that the contracts are issued and guaranteed by OCC. Finally, the price
discovery and dissemination provided by the Exchange and its members
would lead to more transparent markets. The Exchange believes that its
ability to offer cash-settled FLEX Equity Options would aid it in
competing with the OTC market and at the same time expand the universe
of products available to interested market participants. The Exchange
believes that an exchange-traded alternative may provide a useful risk
management and trading vehicle for market participants and their
customers.
    The Exchange notes that cash-settled FLEX Equity Options would not
be available for trading until OCC represents to the Exchange that it
is fully able to clear and settle such options. The Exchange has also
analyzed its capacity and represents that it and The Options Price
Reporting Authority (OPRA) have the necessary systems capacity to
handle the additional traffic associated with the listing of cash-
settled FLEX Equity Options. The Exchange believes any additional
traffic that would be generated from the introduction of cash-settled
FLEX Equity Options would be manageable. The Exchange represents that
ATP Holders will not have a capacity issue as a result of this proposed
rule change. The Exchange also represents that it does not believe this
proposed rule change will cause fragmentation of liquidity. The
Exchange will monitor the trading volume associated with the additional
options series listed as a result of this proposed rule change and the
effect (if any) of these additional series on market fragmentation and
on the capacity of the Exchange's automated systems.
    The Exchange has an adequate surveillance program in place for
cash-settled FLEX Equity Options and intends to apply the same program
procedures that it applies to the Exchange's other options products.
FLEX options products and their respective symbols are integrated into
the Exchange's existing surveillance system architecture and are thus
subject to the relevant surveillance processes. As a result, the
Exchange believes it would be able to effectively police the trading of
cash-settled FLEX Equity Options using means that include its
surveillance for manipulation. The Exchange believes that manipulating
the settlement price of cash-settled FLEX Equity Options would be
difficult based on the size of the market for the securities that are
the subject of this proposed rule change. Additionally, the Exchange
notes that each cash-settled FLEX Equity Option that is subject to this
proposed rule change is sufficiently active so as to alleviate concerns
about potential manipulative activity. Further, in the Exchange's view,
the vast liquidity of the 84 underlying securities ensures a multitude
of market participants at any given time. Given the high level of
participation among market participants that enter quotes and/or orders
in the options on these securities, the Exchange believes it would be
very difficult for a single participant to alter the price of each of
the underlying securities in any significant way without exposing the
would-be manipulator to regulatory scrutiny. The Exchange further
believes any attempt to manipulate the price of the underlying
securities would also be cost prohibitive.
    With respect to regulatory scrutiny, the Exchange believes its
existing surveillance technologies and procedures adequately address
potential concerns regarding possible manipulation of the settlement
value at or near the close of the market. The Exchange notes that the
regulatory program operated by and overseen by NYSE Regulation includes
cross-market surveillance designed to identify manipulative and other
improper trading, including spoofing, algorithm gaming, marking the
close and open, as well as more general, abusive behavior related to
front running, wash sales, quoting/routing, and Reg SHO violations,
that may occur on the Exchange and other markets. These cross-market
patterns incorporate relevant data from various markets beyond the
Exchange and its affiliates and from markets not affiliated with the
Exchange. The Exchange represents that its existing trading
surveillances are adequate to monitor the trading in the underlying
securities and subsequent trading of options on those securities on the
Exchange, including cash-settled FLEX Equity Options.\15\
---------------------------------------------------------------------------

    \15\ Such surveillance procedures generally focus on detecting
securities trading subject to opening price manipulation, closing
price manipulation, layering, spoofing or other unlawful activity
impacting an underlying security, the option, or both. The Exchange
has price movement alerts, unusual market activity and order book
alerts active for all trading symbols.
---------------------------------------------------------------------------

    Additionally, for options, the Exchange utilizes an array of
patterns that monitor manipulation of options, or manipulation of
equity securities (regardless of venue) for the purpose of impacting
options prices on the Exchange (i.e., mini-manipulation strategies).
That surveillance coverage is initiated once options begin trading on
the Exchange. Accordingly, the Exchange believes that the cross-market
surveillance performed by the Exchange or FINRA on behalf of the
Exchange, coupled with NYSE Regulation's own monitoring for violative
activity on the Exchange comprise a comprehensive surveillance program
that is adequate to monitor for manipulation of the underlying security
and overlying option. Furthermore, the Exchange believes that the
existing surveillance procedures at the Exchange are capable of
properly identifying unusual and/or illegal trading activity, which the
Exchange would utilize to surveil for aberrant trading in cash-settled
FLEX Equity Options.
    The Exchange does not believe that allowing cash settlement as a
contract term would render the marketplace for equity options more
susceptible to manipulative practices. In addition to the surveillance
procedures and processes described above, improvements in audit trails,
recordkeeping practices, and inter-exchange cooperation over the last
two decades have greatly increased the Exchange's ability to detect and
punish attempted manipulative activities. The Exchange therefore
believes that the decision of whether or not to allow cash settlement
as a contract term should rest on the ability of the Exchange to
monitor and detect manipulative activity, not on any perceived threat
of

increased attempted manipulative activity.
    Additionally, the Exchange is a member of the Intermarket
Surveillance Group (``ISG'') under the Intermarket Surveillance Group
Agreement dated June 20, 1994. The ISG members work together to
coordinate surveillance and investigative information sharing in the
stock and options markets. For surveillance purposes, the Exchange
would therefore have access to information regarding trading activity
in the pertinent underlying securities.
    The proposed rule change is designed to allow investors seeking to
effect cash-settled FLEX Equity Options with the opportunity for a
different method of settling option contracts at expiration if they
choose to do so. As noted above, market participants may choose cash
settlement because physical settlement possesses certain risks with
respect to volatility and movement of the underlying security at
expiration that market participants may need to hedge against. The
Exchange believes that offering innovative products flows to the
benefit of the investing public. A robust and competitive market
requires that exchanges respond to member's evolving needs by
constantly improving their offerings. Such efforts would be stymied if
exchanges were prohibited from offering innovative products for reasons
that are generally debated in academic literature. The Exchange
believes that introducing cash-settled FLEX Equity Options would
further broaden the base of investors that use FLEX Options to manage
their trading and investment risk, including investors that currently
trade in the OTC markets for customized options, where settlement
restrictions do not apply. The proposed rule change is also designed to
encourage market makers to shift liquidity from the OTC market onto the
Exchange, which, it believes, will enhance the process of price
discovery conducted on the Exchange through increased order flow. The
Exchange also believes that this may open up cash-settled FLEX Equity
Options to more retail investors. The Exchange does not believe that
this proposed rule change raises any unique regulatory concerns because
existing safeguards--such as position limits, exercise limits, and
reporting requirements--would continue to apply.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act''),\16\ in
general, and furthers the objectives of Section 6(b)(5) of the Act,\17\
in particular, in that it 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. Specifically,
the Exchange believes that introducing cash-settled FLEX Equity Options
will increase order flow to the Exchange, increase the variety of
options products available for trading, and provide a valuable tool for
investors to manage risk.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposal to permit cash settlement
as a contract term for options on the specified group of equity
securities would remove impediments to and perfect the mechanism of a
free and open market as cash-settled FLEX Equity Options would enable
market participants to receive cash in lieu of shares of the underlying
security, which would, in turn provide greater opportunities for market
participants to manage risk through the use of a cash-settled product
to the benefit of investors and the public interest. The Exchange does
not believe that allowing cash settlement as a contract term for
options on the specified group of equity securities would render the
marketplace for equity options more susceptible to manipulative
practices. As illustrated in the table above, each of the qualifying
underlying securities is actively traded and highly liquid and thus
would not be susceptible to manipulation because, over a six-month
period, each security had an average daily notional value of at least
$500 Million and an ADV of at least 4,680,000 shares, which indicates
that there is substantial liquidity present in the trading of these
securities, and that there is significant depth and breadth of market
participants providing liquidity and of investor interest.
    The Exchange believes that the data provided by the Exchange
supports the supposition that permitting cash settlement as a FLEX term
for the 84 underlying securities that would currently qualify to have
cash settlement as a contract term would broaden the base of investors
that use FLEX Options to manage their trading and investment risk,
including investors that currently trade in the OTC market for
customized options, where settlement restrictions do not apply.
    The Exchange believes that the proposal to permit cash settlement
would remove impediments to and perfect the mechanism of a free and
open market because the proposed rule change would provide ATP Holders
with enhanced methods to manage risk by receiving cash if they choose
to do so instead of the underlying security. In addition, this proposal
would promote just and equitable principles of trade and protect
investors and the general public because cash settlement would provide
investors with an additional tool to manage their risk. Further, the
Exchange notes that its proposal to introduce cash-settled FLEX Equity
Options is not novel in that other exchanges have previously received
approval that allow for the trading of cash-settled options. The
proposed rule change therefore should not raise issues for the
Commission that have not been previously addressed.\18\
---------------------------------------------------------------------------

    \18\ See supra note 11.
---------------------------------------------------------------------------

    The proposed rule change to permit cash settlement as a contract
term for options on the 84 underlying securities is designed to promote
just and equitable principles of trade in that the availability of cash
settlement as a contract term would give market participants an
alternative to trading similar products in the OTC market. By trading a
product in an exchange-traded environment (that is currently traded in
the OTC market), the Exchange would be able to compete more effectively
with the OTC market. The Exchange believes the proposed rule change is
designed to prevent fraudulent and manipulative acts and practices in
that it would lead to the migration of options currently trading in the
OTC market to trading on the Exchange. Also, any migration to the
Exchange from the OTC market would result in increased market
transparency. Additionally, the Exchange believes the proposed rule
change is designed to remove impediments to and to perfect the
mechanism for a free and open market and a national market system, and,
in general, to protect investors and the public interest in that it
should create greater trading and hedging opportunities and
flexibility. The proposed rule change should also result in enhanced
efficiency in initiating and closing out positions and heightened
contra-party creditworthiness due to the role of OCC as issuer and
guarantor of the proposed cash-settled options. Further, the proposed
rule change would result in increased competition by permitting the
Exchange to offer products that are currently available for trading
only in the OTC market.
    Finally, the Exchange represents that it has an adequate
surveillance program in place to detect manipulative trading in cash-
settled FLEX Equity Options.

Regarding the proposed cash settlement, the Exchange would use the same
surveillance procedures currently utilized for the Exchange's other
FLEX Options. For surveillance purposes, the Exchange would have access
to information regarding trading activity in the pertinent underlying
securities. The Exchange believes that limiting cash settlement to
options on the 84 underlying securities that would currently be
eligible to have cash-settlement as a contract term would minimize the
possibility of manipulation due to the robust liquidity in both the
equities and options markets.

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 proposal is designed to
increase competition for order flow on the Exchange in a manner that is
beneficial to investors because it is designed to provide investors
seeking to transact in FLEX Equity Options with the opportunity for an
alternative method of settling their option contracts at expiration.
    The Exchange notes that it operates in a highly competitive market
in which market participants can readily direct order flow to competing
venues who offer similar functionality. The Exchange believes the
proposed rule change encourages competition amongst market participants
to provide tailored cash-settled FLEX Equity Option contracts.

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 such longer period 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-NYSEAMER-2019-38 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-2019-38. 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-2019-38, and should be
submitted on or before November 29, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
---------------------------------------------------------------------------

    \19\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-24256 Filed 11-6-19; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: April 7, 2009 (Volume 74, Number 65)]
[Notices]
[Page 15787-15788]
[DOCID:fr07ap09-125]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

In the Matter of Xino Corp. (n/k/a Asher Xino Corp.), Xstream
Mobile Solutions Corp., Yellowbubble.com, Inc. (n/k/a Reality Racing,
Inc.), Yes! Entertainment Corp., and Yifan Communications, Inc.; Order
of Suspension of Trading

April 3, 2009.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Xino Corp. (n/k/a Asher Xino Corp.) because it has not filed any
periodic reports since it filed a Form 10-QSB for the period ended
September 30, 2002.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Xstream Mobile Solutions Corp. because it has not filed any periodic
reports since it filed a Form 10-KSB for the period ended September 30,
2006.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Yellowbubble.com, Inc. (n/k/a Reality Racing, Inc.) because it has not
filed any periodic reports since it filed a Form 10-QSB for the period
ended March 31, 2001.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Yes! Entertainment Corp. because it has not filed any periodic reports
since it filed a Form 10-Q for the period ended September 30, 1998.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Yifan

Communications, Inc. because it has not filed any periodic reports
since it filed a Form 10-QSB for the period ended March 31, 2006.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of the above-listed companies.
    Therefore, it is ordered, pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that trading in the securities of the
above-listed companies is suspended for the period from 9:30 a.m. EDT
on April 3, 2009, through 11:59 p.m. EDT on April 17, 2009.

    By the Commission.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E9-7984 Filed 4-3-09; 4:15 pm]


[Federal Register Volume 76, Number 171 (Friday, September 2, 2011)]
[Notices]
[Pages 54748-54749]
[FR Doc No: 2011-22512]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. IC11-519-001]

Commission Information Collection Activities (FERC-519); Comment
Request; Submitted for OMB Review

AGENCY: Federal Energy Regulatory Commission, Energy.

ACTION: Notice.

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

SUMMARY: In compliance with the requirements of section 3507 of the
Paperwork Reduction Act of 1995, 44 U.S.C. 3507, the Federal Energy
Regulatory Commission (Commission or FERC) has submitted the
information collection described below to the Office of Management and
Budget (OMB) for review of the information collection requirements. Any
interested person may file comments directly with OMB and should
address a copy of those comments to the Commission as explained below.
The Commission issued a Notice in the Federal Register (76 FR 35871, 6/
20/2001) requesting public comments. FERC received no comments on the
FERC-519 and has made this notation in its submission to OMB.

DATES: Comments on the collection of information are due by October 3,
2011.

ADDRESSES: Address comments on the collection of information to the
Office of Management and Budget, Office of Information and Regulatory
Affairs, Attention: Federal Energy Regulatory Commission Desk Officer.
Comments to Created by OMB should be filed electronically, c/o<EMAIL_ADDRESS>and include OMB Control Number 1902-0082 for
reference. The Desk Officer may be reached by telephone at 202-395-
4638.
    A copy of the comments should also be sent to the Federal Energy
Regulatory Commission and should refer to Docket No. IC11-519-001.
Comments may be filed either electronically or in paper format. Those
persons filing electronically do not need to make a paper filing.
Documents filed electronically via the Internet must be prepared in an
acceptable filing format and in compliance with the Federal Energy
Regulatory Commission submission guidelines. Complete filing
instructions and acceptable filing formats are available at http://www.ferc.gov/help/submission-guide.asp. To file the document
electronically, access the Commission's Web site and click on Documents
& Filing, E-Filing (http://www.ferc.gov/docs-filing/efiling.asp), and
then follow the instructions for each screen. First time users will
have to establish a user name and password. The Commission will send an
automatic acknowledgement to the sender's e-mail address upon receipt
of comments.
    For paper filings, the comments should be submitted to the Federal
Energy Regulatory Commission, Secretary of the Commission, 888 First
Street, NE., Washington, DC 20426, and should refer to Docket No. IC11-
519-001.
    Users interested in receiving automatic notification of activity in
FERC Docket Number IC11-519 may do so through eSubscription at http://www.ferc.gov/docs-filing/esubscription.asp. All comments may be viewed,
printed or downloaded remotely via the Internet through FERC's homepage
using the ``eLibrary'' link. For user assistance, contact
<EMAIL_ADDRESS>or toll-free at<PHONE_NUMBER>, or for TTY,
contact<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Ellen Brown may be reached by e-mail
at<EMAIL_ADDRESS>telephone at<PHONE_NUMBER>, and fax at
(202) 273-0873.

SUPPLEMENTARY INFORMATION: The FERC-519, ``Application under Federal
Power Act section 203,'' OMB Control No. 1902-0082, is necessary to
enable the Commission to carry out its responsibilities in implementing
the statutory provisions of section 203 of the Federal Power Act (FPA),
16 U.S.C. 824b. Section 203 authorizes the Commission to grant approval
of transactions in which a public utility disposes of jurisdictional
facilities, merges such facilities with the facilities owned by another
person or acquires the securities of another public utility. Under this
statute, the Commission must find that the proposed transaction will be
consistent with the public interest.

    Under section 203 of the FPA, FERC must review proposed mergers,
acquisitions and dispositions of jurisdictional facilities by public
utilities, if the value of the facilities exceeds $10 million, and must
approve these transactions if they are consistent with the public
interest. One of FERC's overarching goals is to promote competition in
wholesale power markets, having determined that effective competition,
as opposed to traditional forms of price regulation, can best protect
the interests of ratepayers. Market power, however, can be exercised to
the detriment of effective competition and customers, making it
necessary for FERC to review and approve or disapprove all
jurisdictional mergers, dispositions and acquisitions. The Commission
implements these filing requirements in the Code of Federal Regulations
(CFR) under 18 CFR part 33.
    Action: The Commission is requesting a three-year extension of the
current expiration date with no changes to the current reporting
requirements.
    Burden Statement: Public reporting burden for this collection is
estimated as:

----------------------------------------------------------------------------------------------------------------
    Number of responses        Number of responses per     Average burden hours per
          annually                    respondent                   response            Total annual burden hours
(1)                                            (2)                          (3)                 (1)x(2)x(3)
----------------------------------------------------------------------------------------------------------------
                  112                            1                          395                      44,240
----------------------------------------------------------------------------------------------------------------

    The estimated total cost to respondents is $3,028,143 [44,240
hours/2080 hours \1\ per year, times $142,372 \2\ equals $3,028,143].
The cost per respondent annually is $27,037. This is a decrease from
134 to currently an average of 112 filings annually. The Commission
considers this a normal fluctuation due to market activities and filing
times chosen. Utilities file periodically; therefore the number of
filings is expected to continue to fluctuate from year-to-year.
---------------------------------------------------------------------------

    \1\ Number of hours an employee works each year.
    \2\ Average annual salary per employee (including overhead).
---------------------------------------------------------------------------

    The reporting burden includes the total time, effort, or financial
resources expended to generate, maintain, retain, disclose, or provide
the information including: (1) Reviewing instructions; (2) developing,
acquiring, installing, using technology and systems for the purposes of
collecting, validating, verifying, processing, maintaining, disclosing
and providing information; (3) adjusting the existing ways to comply
with any previously applicable filing instructions and requirements;
(4) training personnel to respond to this collection of information;
(5) searching data sources; (6) completing and reviewing the collection
of information; and (7) transmitting, or otherwise disclosing the
information.
    The cost estimate for respondents is based upon salaries for
professional and clerical support, as well as direct and indirect
overhead costs. Direct costs include all costs directly attributable to
providing this information, such as administrative costs and the cost
for information technology. Indirect or overhead costs are costs
incurred by an organization in support of its mission. These costs
apply to activities which benefit the whole organization rather than
any one particular function or activity.
    Comments are invited on: (1) Whether the proposed collection of
information is necessary for the proper performance of the functions of
the Commission, including whether the information will have practical
utility; (2) 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; (3) ways to enhance the quality,
utility and clarity of the information to be collected; and (4) ways to
minimize the burden of the collection of information on those who are
to respond, including 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.

    Dated: August 29, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-22512 Filed 9-1-11; 8:45 am]
BILLING CODE 6717-01-P