[Federal Register: December 15, 2005 (Volume 70, Number 240)]
[Notices]
[Page 74395-74397]
[DOCID:fr15de05-106]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52921; File No. SR-NYSE-2005-84]

Self-Regulatory Organizations; New York Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to Revisions to the Study Outline and Selection Specifications
for the Limited Principal--Registered Options (Series 4) Examination
Program

December 7, 2005.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 30, 2005, the New York Stock Exchange, Inc. (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Exchange has designated the proposed rule change as
constituting a stated policy, practice, or interpretation with respect
to the meaning,

administration, or enforcement of an existing rule of the self-
regulatory organization pursuant to section 19(b)(3)(A)(i) of the Act
\3\ and Rule 19b-4(f)(1) thereunder,\4\ which renders the proposal
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(i).
    \4\ 17 CFR 240.19b-4(f)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing with the Commission revisions to the study
outline and selection specifications for the Limited Principal--
Registered Options (Series 4) examination program. The proposed
revisions update the material to reflect changes to the laws, rules,
and regulations covered by the examination, as well as modify the
content of the examination program to track more closely the functional
workflow of a Series 4 Limited Principal.
    The revised study outline is available on the Exchange's Web site
(http://www.nyse.com), at the NYSE, and at the Commission. However, the

Exchange has omitted the Series 4 selection specifications from this
filing and has submitted the specifications under separate cover to the
Commission with a request for confidential treatment pursuant to Rule
24b-2 \5\ under the Act.
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    \5\ 17 CFR 240.24b-2.
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    The Exchange will announce the proposed rule change and the
implementation date to its members and member organizations in an
Information Memo to be published no later than 30 days after SEC Notice
of this filing.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

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

1. Purpose
    Pursuant to section 6(c)(3)(B) \6\ of the Act, which requires the
Exchange to prescribe standards of training, experience, and competence
for persons associated with Exchange members and member organizations,
the Exchange has developed examinations, and administers examinations
developed by other self-regulatory organizations (``SROs''), that are
designed to establish that persons associated with Exchange members and
member organizations have attained specified levels of competence and
knowledge. The Exchange periodically reviews the content of the
examinations to determine whether revisions are necessary or
appropriate in view of changes pertaining to the subject matter covered
by the examinations.
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    \6\ 15 U.S.C. 78f(c)(3)(B).
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    NYSE Rule 345 (``Employees--Registration, Approval, Records'')
requires member firms to register with the NYSE any individuals who
regularly perform duties customarily performed by a direct supervisor
of a registered representative.
    NYSE Rule 720 (``Registration of Options Principals'') provides, in
part, that no member organization may conduct a public options business
unless those engaged in the management of the business pertaining to
options are registered with and approved by the Exchange as Options
Principals. Among other things, an Options Principal is required to
successfully complete an examination prescribed by the Exchange for the
purpose of demonstrating an adequate knowledge of options trading. The
Series 4 examination is such an examination.
    The Series 4 examination, an industry-wide examination, qualifies
an individual to function as a Registered Options and Security Futures
Principal, but only for purposes of supervising a member firm's options
activities.\7\
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    \7\ A Registered Options and Security Futures Principal also
must complete a firm-element continuing education program that
addresses security futures and a principal's responsibilities for
security futures before such person can supervise security futures
activities.
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    The Series 4 examination tests a candidate's knowledge of options
trading generally, the industry rules applicable to trading of option
contracts, and the rules of registered clearing agencies for options.
The Series 4 examination covers, among other things, equity options,
foreign currency options, index options, and options on government and
mortgage-backed securities.
    The Series 4 examination program is shared by the Exchange and the
following SROs: the National Association of Securities Dealers, Inc.,
the American Stock Exchange LLC, the Chicago Board Options Exchange,
Inc., the Pacific Exchange, Inc., and the Philadelphia Stock Exchange,
Inc. A committee of industry representatives, together with the staff
of the Exchange and the other SROs, recently undertook a periodic
review of the Series 4 examination program.
    As a result of this review and as part of an ongoing effort to
align the examination more closely to the supervisory duties of a
Series 4 Limited Principal, the Exchange is proposing to modify the
content of the examination to track the functional workflow of a Series
4 Limited Principal. More specifically, the Exchange is proposing to
revise the main section headings and the number of questions on each
section of the Series 4 study outline as follows: Options Investment
Strategies, decreased from 35 to 34 questions; Supervision of Sales
Activities and Trading Practices, increased from 71 to 75 questions;
and Supervision of Employees, Business Conduct, and Recordkeeping and
Reporting Requirements, decreased from 19 to 16 questions. The Exchange
is further proposing revisions to the study outline to reflect the SEC
short sale requirements. The revised examination continues to cover the
areas of knowledge required to supervise options activities.
    The Exchange is proposing these changes to the entire content of
the Series 4 examination, including the selection specifications and
question bank. The number of questions on the Series 4 examination will
remain at 125, and candidates will continue to have three hours to
complete the exam. Also, each question will continue to count one
point, and each candidate must correctly answer 70 percent of the
questions to receive a passing grade.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with section 6(c)(3)(B) \8\ of the Act, in that it provides for the
prescription by NYSE of standards of training, experience, and
competence for persons associated with NYSE members and member
organizations.
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    \8\ 15 U.S.C. 78f(c)(3)(B).

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

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act.

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

    Comments were neither solicited nor received.

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

    The proposed rule change has become effective pursuant to section
19(b)(3)(A)(i) \9\ of the Act and Rule 19b-4(f)(1) thereunder,\10\ in
that the proposed rule change constitutes a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing rule of the self-regulatory organization.
The Exchange will announce the implementation date to its members and
member organizations in an Information Memo to be published no later
than 30 days after SEC Notice of this filing.
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    \9\ 15 U.S.C. 78s(b)(3)(A)(i).
    \10\ 17 CFR 240.19b-4(f)(1).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NYSE-2005-84 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303.

All submissions should refer to File Number SR-NYSE-2005-84. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all

written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the NYSE. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSE-2005-84 and should be submitted on or before
January 5, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
 [FR Doc. E5-7367 Filed 12-14-05; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: October 19, 2006 (Volume 71, Number 202)]
[Notices]
[Page 61743-61744]
[DOCID:fr19oc06-53]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP04-365-004]

Dominion Transmission, Inc.; Notice of Compliance Filing

October 12, 2006.
    Take notice that on September 28, 2006, Dominion Transmission, Inc.
(DTI) tendered for filing as part of its FERC Gas Tariff, Third Revised
Volume No. 1, Sixth Revised Sheet No. 36 and Second Revised Sheet No.
36A, to become effective November 1, 2006.
    DTI states that the filing is being made in compliance with the
Commission's order issued on October 20, 2005, requiring DTI to change
the proposed incremental transportation rate as the initial rate for
service under Rate Schedule FTGSS.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed on or before the date as indicated below. Anyone filing a
protest must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons

unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public

Reference Room in Washington, DC. There is an ``eSubscription'' link on
the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on October 17, 2006.

Magalie R. Salas,
Secretary.
 [FR Doc. E6-17466 Filed 10-18-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register: November 4, 2009 (Volume 74, Number 212)]
[Rules and Regulations]
[Page 57070-57072]
[DOCID:fr04no09-6]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket No. USCG-2009-0907]
RIN 1625-AA00

Safety Zone; Corporate Party on Hornblower Yacht, Fireworks
Display, San Francisco, CA

AGENCY: Coast Guard, DHS.

ACTION: Temporary final rule.

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SUMMARY: The Coast Guard is establishing a temporary safety zone in the
navigable waters in San Francisco Bay proximate to Pier 30-32 in San
Francisco, CA in support of a Corporate Party on Hornblower Yacht. This
safety zone is established to ensure the safety of participants and
spectators from the dangers associated with the pyrotechnics.
Unauthorized persons or vessels are prohibited from entering into,
transiting through, or remaining in the safety zone without permission
of the Captain of the Port or his designated representative.

DATES: This rule is effective from 12:45 p.m. through 9:30 p.m. on
November 9, 2009.

ADDRESSES: Documents indicated in this preamble as being available in
the docket are part of docket USCG-2009-0907 and are available online
by going to http://www.regulations.gov, inserting USCG-2009-0907 in the
``Keyword'' box, and then clicking ``Search.'' They are also available
for inspection or copying at the Docket Management Facility (M-30),
U.S. Department of Transportation, West Building Ground Floor, Room
W12-140, 1200 New Jersey Avenue, SE., Washington, DC 20590, between 9
a.m. and 5 p.m., Monday through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary rule, call or e-mail Ensign Liezl Nicholas, U.S. Coast Guard
Sector San Francisco; telephone<PHONE_NUMBER>, e-mail
<EMAIL_ADDRESS>If you have questions on viewing the docket,
call Renee V. Wright, Program Manager, Docket Operations, telephone
202-366-9826.

SUPPLEMENTARY INFORMATION:

Regulatory Information

    The Coast Guard is issuing this temporary final rule without prior
notice and opportunity to comment pursuant to authority under section
4(a) of the Administrative Procedure Act (APA) (5 U.S.C. 553(b)). This
provision authorizes an agency to issue a rule without prior notice and
opportunity to comment when the agency for good cause finds that those
procedures are ``impracticable, unnecessary, or contrary to the public
interest.'' Under 5 U.S.C. 553(b)(B), the Coast Guard finds that good
cause exists for not publishing a notice of proposed rulemaking (NPRM)
with respect to this rule because delaying the implementation of the
safety zone would subject the public to the hazards associated with
firework displays. Because of the dangers posed by the pyrotechnics
used in these fireworks displays, the safety zones are necessary to
provide for the safety of event participants, spectators, spectator
craft, and other vessels transiting the event area. Additionally, the
zone should have negligible impact on vessel transits due to the fact
that vessels will be limited from the area for a short duration and
vessels can still transit in the majority of the San Francisco Bay
during the event. For the safety concerns noted, it is in the public
interest to have these regulations in effect during the event.
    Under 5 U.S.C. 553(d)(3), the Coast Guard finds that good cause
exists for making this rule effective less than 30 days after
publication in the Federal Register. Any delay in the effective date of
this rule would expose mariners to the dangers posed by the
pyrotechnics used in the fireworks display.

Background and Purpose

    Hornblower Cruises & Events will sponsor a Corporate Party
fireworks display on November 9, 2009, on the navigable waters located
proximate to Pier 30-32 in San Francisco Bay, San Francisco Bay, CA.
The fireworks display is meant for entertainment purposes. This safety
zone is issued to establish a temporary restricted area on the waters
surrounding the fireworks launch site during loading of the

pyrotechnics, and during the fireworks displays. This restricted area
around the launch site is necessary to protect spectators, vessels, and
other property from the hazards associated with the pyrotechnics on the
fireworks barges. The Coast Guard has granted the event sponsor a
marine event permit for the fireworks displays.

Discussion of Rule

    From at 12:45 p.m. until 9 p.m., during the set up of the fireworks
and until the start of the fireworks displays, the temporary safety
zone applies to the navigable waters around the fireworks site within a
radius of 100 feet centering on the pyrotechnics barge located
proximate to Pier 30-32 in San Francisco Bay at 37[deg]46'39.90'' N,
122[deg]23'06.78'' W (NAD 83). From 9 p.m. until 9:30 p.m., the area to
which the temporary safety zone applies will increase in size to
encompass the navigable waters around the fireworks launch site within
a radius of 1,000 feet.
    The effect of the temporary safety zones will be to restrict
navigation in the vicinity of the fireworks sites while the fireworks
are set up, and until the conclusion of the scheduled displays. Except
for persons or vessels authorized by the Captain of the Port or his
designated representative, no person or vessel may enter or remain in
the restricted area. These regulations are needed to keep spectators
and vessels a safe distance away from the fireworks barges to ensure
the safety of participants, spectators, and transiting vessels.

Regulatory Analyses

    We developed this rule after considering numerous statutes and
executive orders related to rulemaking. Below we summarize our analyses
based on 13 of these statutes or executive orders.

Regulatory Planning and Review

    This rule is not a significant regulatory action under section 3(f)
of Executive Order 12866, Regulatory Planning and Review, and does not
require an assessment of potential costs and benefits under section
6(a)(3) of that Order. The Office of Management and Budget has not
reviewed it under that Order.
    Although this rule restricts access to the waters encompassed by
the safety zones, the effect of this rule will not be significant
because: (i) The safety zone is in effect for a limited time; (ii)
vessels will be able to transit in the majority of San Francisco Bay;
and (iii) the Coast Guard will make notifications via maritime
advisories so mariners can adjust plans accordingly.

Small Entities

    Under the Regulatory Flexibility Act (5 U.S.C. 601-612), we have
considered whether this rule would have a significant economic impact
on a substantial number of small entities. The term ``small entities''
comprises small businesses, not-for-profit organizations that are
independently owned and operated and are not dominant in their fields,
and governmental jurisdictions with populations of less than 50,000.
    The Coast Guard certifies under 5 U.S.C. 605(b) that this rule will
not have a significant economic impact on a substantial number of small
entities.
    This rule will affect the following entities, some of which may be
small entities: Owners and operators of pleasure craft engaged in
recreational activities and sightseeing intending to transit or anchor
in a portion of the San Francisco Bay from 12:45 p.m. to 9:30 p.m. on
November 9, 2009. This rule will not have a significant economic impact
on a substantial number of small entities for several reasons: (i)
Vessel traffic can pass safely around the area, (ii) vessels engaged in
recreational activities and sightseeing have ample space outside of the
effected portion of the areas of San Francisco, CA to engage in these
activities, (iii) this rule will encompass only a small portion of the
waterway for a limited period of time, and (iv) the maritime public
will be advised in advance of this safety zone via Broadcast Notice to
Mariners.

Assistance for Small Entities

    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we offer to assist small
entities in understanding the rule so that they can better evaluate its
effects on them and participate in the rulemaking process.
    Small businesses may send comments on the actions of Federal
employees who enforce, or otherwise determine compliance with, Federal
regulations to the Small Business and Agriculture Regulatory
Enforcement Ombudsman and the Regional Small Business Regulatory
Fairness Boards. The Ombudsman evaluates these actions annually and
rates each agency's responsiveness to small business. If you wish to
comment on actions by employees of the Coast Guard, call 1-888-REG-FAIR
(1-888-734-3247). The Coast Guard will not retaliate against small
entities that question or complain about this rule or any policy or
action of the Coast Guard.

Collection of Information

    This rule calls for no new collection of information under the
Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).

Federalism

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on State or local
governments and would either preempt State law or impose a substantial
direct cost of compliance on them. We have analyzed this rule under
that Order and have determined that it does not have implications for
federalism.

Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 or more in any
one year. Though this rule will not result in such an expenditure, we
do discuss the effects of this rule elsewhere in this preamble.

Taking of Private Property

    This rule will not effect a taking of private property or otherwise
have taking implications under Executive Order 12630, Governmental
Actions and Interference with Constitutionally Protected Property
Rights.

Civil Justice Reform

    This rule meets applicable standards in sections 3(a) and 3(b)(2)
of Executive Order 12988, Civil Justice Reform, to minimize litigation,
eliminate ambiguity, and reduce burden.

Protection of Children

    We have analyzed this rule under Executive Order 13045, Protection
of Children from Environmental Health Risks and Safety Risks. This rule
is not an economically significant rule and does not create an
environmental risk to health or risk to safety that may
disproportionately affect children.

Indian Tribal Governments

    This rule does not have tribal implications under Executive Order
13175, Consultation and Coordination with Indian Tribal Governments,
because it does not have a substantial direct effect on one or more
Indian tribes, on the relationship between the Federal Government and
Indian tribes, or on the distribution of power and

responsibilities between the Federal Government and Indian tribes.

Energy Effects

    We have analyzed this rule under Executive Order 13211, Actions
Concerning Regulations That Significantly Affect Energy Supply,
Distribution, or Use. We have determined that it is not a ``significant
energy action'' under that order because it is not a ``significant
regulatory action'' under Executive Order 12866 and is not likely to
have a significant adverse effect on the supply, distribution, or use
of energy. The Administrator of the Office of Information and
Regulatory Affairs has not designated it as a significant energy
action. Therefore, it does not require a Statement of Energy Effects
under Executive Order 13211.

Technical Standards

    The National Technology Transfer and Advancement Act (NTTAA) (15
U.S.C. 272 note) directs agencies to use voluntary consensus standards
in their regulatory activities unless the agency provides Congress,
through the Office of Management and Budget, with an explanation of why
using these standards would be inconsistent with applicable law or
otherwise impractical. Voluntary consensus standards are technical
standards (e.g., specifications of materials, performance, design, or
operation; test methods; sampling procedures; and related management
systems practices) that are developed or adopted by voluntary consensus
standards bodies.
    This rule does not use technical standards. Therefore, we did not
consider the use of voluntary consensus standards.

Environment

    We have analyzed this rule under Department of Homeland Security
Management Directive 023-01 and Commandant Instruction M16475.lD, which
guide the Coast Guard in complying with the National Environmental
Policy Act of 1969 (NEPA) (42 U.S.C. 4321-4370f), and have concluded
this action is one of a category of actions which do not individually
or cumulatively have a significant effect on the human environment.
This rule is categorically excluded, under figure 2-1, paragraph
(34)(g), of the Instruction. This rule involves a regulation
establishing a safety zone. An environmental analysis checklist and a
categorical exclusion determination are available in the docket where
indicated under ADDRESSES.

List of Subjects in 33 CFR Part 165

    Harbors, Marine safety, Navigation (water), Reporting and
recordkeeping requirements, Security measures, Waterways.

0
For the reasons discussed in the preamble, the Coast Guard amends 33
CFR part 165 as follows:

PART 165--REGULATED NAVIGATION AREAS AND LIMITED ACCESS AREAS

0
1. The authority citation for part 165 continues to read as follows:

    Authority: 33 U.S.C. 1226, 1231; 46 U.S.C. Chapter 701, 3306,
3703; 50 U.S.C. 191, 195; 33 CFR 1.05-1, 6.04-1, 6.04-6, and 160.5;
Pub. L. 107-295, 116 Stat. 2064; Department of Homeland Security
Delegation No. 0170.1.

0
2. A new temporary Sec.  165.T11-249 is added to read as follows:

Sec.  165.T11-249  Safety Zone; Corporate Party on Hornblower Yacht,
Fireworks Display, San Francisco, CA

    (a) Location. The following area is a safety zone: All waters of
the San Francisco Bay from the surface to the bottom, within a 100 foot
radius of the fireworks launch site located at 37[deg]46'39.90'' N,
122[deg]23'06.78'' W (NAD 83) proximate to Pier 30-32 from 12:45 p.m.
until 9 p.m. on November 9, 2009; and within 1,000 feet of the same
launch site from 9 p.m. until 9:30 p.m. on November 9, 2009.
    (b) Definitions. As used in this section, ``designated
representative'' means a Coast Guard Patrol Commander, including a
Coast Guard coxswain, petty officer, or other officer operating a Coast
Guard vessel and a Federal, State, and local officer designated by or
assisting the Captain of the Port (COTP) San Francisco in the
enforcement of the safety zone.
    (c) Regulations. (1) Under the general regulations in Sec.  165.23,
entry into, transiting, or anchoring within this safety zone is
prohibited unless authorized by the COTP or the COTP's Representative.
    (2) The safety zone is closed to all vessel traffic, except as may
be permitted by the COTP or a designated representative.
    (3) Vessel operators desiring to enter or operate within the safety
zone must contact the COTP or a designated representative to obtain
permission to do so. Vessel operators given permission to enter or
operate in the safety zone must comply with all directions given to
them by the COTP or the designated representative. Persons and vessels
may request permission to enter the safety zones on VHF-16 or through
the 24-hour Command Center at telephone<PHONE_NUMBER>.
    (d) Effective period. This section is effective from 12:45 p.m.
through 9:30 p.m. on November 9, 2009.

    Dated: October 10, 2009.
P.M. Gugg,
Captain, U.S. Coast Guard, Captain of the Port San Francisco.
[FR Doc. E9-26574 Filed 11-3-09; 8:45 am]

BILLING CODE 4910-15-P


[Federal Register Volume 81, Number 197 (Wednesday, October 12, 2016)]
[Notices]
[Pages 70449-70452]
[FR Doc No: 2016-24608]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79056; File No. SR-NYSEMKT-2016-62]

Self-Regulatory Organizations; NYSE MKT LLC; Order Granting
Approval of Proposed Rule Change Amending Section 146 of the NYSE MKT
Company Guide To Adjust the Entitlement to Services of Special Purpose
Acquisition Companies

October 6, 2016.

I. Introduction

    On August 2, 2016, NYSE MKT LLC (``NYSE MKT'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities

Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Section 146 of the NYSE MKT Company Guide
(``Company Guide'') to adjust the entitlement to services of special
purpose acquisition companies. The proposed rule change was published
in the Federal Register on August 22, 2016.\3\ The Commission received
no comments on the proposal. This order grants approval of the proposed
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 78586 (August 16,
2016), 81 FR 56720 (``Notice'').
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II. Description of the Proposal

    The Exchange proposed to amend Section 146 of the Company Guide to
adjust the service entitlements of special purpose acquisition
companies (``SPACs'') under that rule. In its filing, the Exchange
stated that a SPAC is a special purpose company formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or
more operating businesses or assets.\4\ The Exchange further stated
that to qualify for initial listing, a SPAC must meet one of the
quantitative standards in Section 101 or 102 of the Company Guide and
must also meet the SPAC-specific requirements of Section 119 of the
Company Guide.\5\ Pursuant to Section 119(b) of the Company Guide,
within 36 months of the effectiveness of a SPAC's initial public
offering registration statement, or such shorter period that the
company specifies in its registration statement, the company must
complete one or more business combinations having an aggregate fair
market value of at least 80% of the value of the deposit account
(excluding any deferred underwriter's fees and taxes payable on the
income earned on the deposit account) at the time of the agreement to
enter into the initial combination (the condition set forth in Section
119(b) is referred to as the ``Business Combination Condition''). Under
Section 119 of the Company Guide, among other things, a SPAC must also
meet the requirements for initial listing after it meets the Business
Combination Condition.
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    \4\ Id. at 56721.
    \5\ Id. Section 119(a) of the Company Guide requires that at
least 90% of the gross proceeds from the SPAC's initial public
offering and any concurrent sale by the SPAC of equity securities
must be deposited in a trust account maintained by an independent
trustee, an escrow account maintained by an ``insured depository
institution,'' as that term is defined in Section 3(c)(2) of the
Federal Deposit Insurance Act, or in a separate bank account
established by a registered broker or dealer (collectively, a
``deposit account''). For the full set of requirements to list a
SPAC, see Section 119 of the Company Guide.
---------------------------------------------------------------------------

    As set forth in Section 146 of the Company Guide, the Exchange
offers complimentary products and services for a period of 24 calendar
months from the date of initial listing to a category of listed
companies defined as ``Eligible New Listings.'' Under the current rule,
Eligible New Listings include: (i) Any U.S. company that lists common
stock on the Exchange for the first time and any non-U.S. company that
lists an equity security on the Exchange under Section 101 or 110 of
the Company Guide for the first time, regardless of whether such U.S.
or non-U.S. company conducts an offering; (ii) any U.S. or non-U.S.
company that transfers its listing of common stock or equity
securities, respectively, to the Exchange from another national
securities exchange; or (iii) any U.S. or non-U.S. company emerging
from a bankruptcy, spinoff (where a company lists new shares in the
absence of a public offering), and carve-out (where a company carves
out a business line or division, which then conducts a separate initial
public offering).
    Currently, pursuant to Section 146 of the Company Guide, Eligible
New Listings are entitled to receive Web-hosting products and services
(with a commercial value of approximately $16,000 annually), web-
casting services (with a commercial value of approximately $6,500
annually), whistleblower hotline services (with a commercial value of
approximately $4,000 annually), news distribution products and services
(with a commercial value of approximately $20,000 annually) and
corporate governance tools (with a commercial value of approximately
$15,000 annually) for a period of 24 calendar months from the date of
initial listing on the Exchange. Notwithstanding the foregoing,
however, if an Eligible New Listing begins to use a particular product
or service provided for under Section 146 within 30 days of its initial
listing date, the complimentary period begins on the date of first use.
    The Exchange has now proposed to amend Section 146 of the Company
Guide to provide that a SPAC will no longer be deemed to be an Eligible
New Listing at the time of its initial listing, and instead will be
deemed to be an Eligible New Listing at such time as it has completed
the Business Combination Condition, if it remains listed thereafter on
the Exchange. Thus, under the proposal, a SPAC will no longer be
eligible to receive complimentary products and services under Section
146 at the time of its initial listing, but will instead be entitled to
receive such products and services if and when it meets the Business
Combination Condition. A SPAC that remains listed on the Exchange after
meeting the Business Combination Condition will be entitled to the
complimentary products and services under Section 146 for a period of
24 months from the date on which it meets the Business Combination
Condition. Notwithstanding the foregoing, however, if such a company
begins to use a particular product or service provided for under
Section 146 within 30 days of meeting the Business Combination
Condition, the complimentary period for that product or service will
begin on the date of first use.

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and
finds that it is consistent with the requirements of Section 6 of the
Act.\6\ Specifically, the Commission believes it is consistent with the
provisions of Sections 6(b)(4) and (5) of the Act,\7\ in particular, in
that it is designed to provide for the equitable allocation of
reasonable dues, fees, and other charges among Exchange members,
issuers, and other persons using the Exchange's facilities, and is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. Moreover, the Commission believes that the
proposed rule change is consistent with Section 6(b)(8) of the Act \8\
in that it does not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f. In approving this proposed rule change, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \7\ 15 U.S.C. 78f(b)(4) and (5).
    \8\ 15 U.S.C. 78f(b)(8).
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    The Commission believes that it is consistent with the Act for the
Exchange to adjust the timing of when SPACs are eligible to receive
complimentary products and services under Section 146 of the Company
Guide from the time of initial listing to the period immediately after
meeting the Business Combination Condition. The Exchange represented
that SPACs are unlikely to utilize these complimentary products and
services at the time of initial listing, but would likely find these
products and services useful if they remain listed after they meet the
Business Combination Condition.\9\ The Exchange explained that at the
time of initial listing, SPACs

are typically not focused on their stock price and investor relations
to the same degree as operating companies.\10\ The Exchange stated that
the complimentary products and services provided under Section 146 are
targeted in large part toward the market-driven concerns of newly-
listed operating companies, and are therefore less useful to SPACs that
have not met the Business Combination Condition.\11\ The Exchange
stated that a SPAC that has met the Business Combination Condition, on
the other hand, is similarly situated to a newly-formed publicly-traded
operating company.\12\ Therefore, the Exchange said that it believes
that the complimentary products and services provided under Section 146
will be as relevant and attractive to a SPAC that has met the Business
Combination Condition as to the newly-listed operating companies that
are generally eligible for those services.\13\
---------------------------------------------------------------------------

    \9\ See Notice, supra note 3, 81 FR at 56721.
    \10\ Id. The Exchange stated in its filing that SPACs raise
money on a one-time basis and typically trade at a price that is
very close to their liquidation value. Id.
    \11\ Id.
    \12\ Id.
    \13\ Id.
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    In addition, the Exchange stated that in many cases SPACs will
consider transferring to a new listing venue at the time they meet the
Business Combination Condition, and that the proposed rule change will
enable the Exchange to compete for the retention of these companies by
offering them a package of complimentary products and services that
assist their transition to becoming a publicly listed operating company
for the first time.\14\
---------------------------------------------------------------------------

    \14\ Id. at 56722.
---------------------------------------------------------------------------

    The Exchange also stated that it recognizes that not all SPACs will
meet the Business Combination Condition and that some listed SPACs will
therefore never become eligible for the complimentary products and
services under Section 146 that would be provided to an otherwise
similarly qualified operating company.\15\ However, the Exchange
reiterated that, given the specific characteristics of the SPAC
structure, the complimentary products and services provided under
Section 146 are generally not of any particular value to a SPAC prior
to meeting the Business Combination Condition, and the Exchange
therefore believes that those SPACs that never meet the Business
Combination Condition and therefore never qualify for the products and
services under Section 146 will not suffer any meaningful detriment as
a consequence.\16\
---------------------------------------------------------------------------

    \15\ Id.
    \16\ Id.
---------------------------------------------------------------------------

    As noted in the previous order approving Section 146 of the Company
Guide, Section 6(b)(5) of the Act does not require that all issuers be
treated the same; rather, the Act requires that the rules of an
Exchange not unfairly discriminate between issuers.\17\ In its
proposal, the Exchange has made representations that reasonably justify
treating a SPAC that decides to continue to list on the Exchange after
meeting the Business Combination Condition similar to a newly-listed
operating company. In addition, when listed as a SPAC, the SPAC will
also be eligible to receive complementary products through the
Exchange's Market Access Center similar to all listed companies.\18\
The Commission further notes that a SPAC that completes the Business
Combination Condition will be receiving the same package of services as
an Eligible New Listing \19\ and that it will not be receiving any
additional benefits or services by virtue of the proposed rule change.
The Commission has previously found that the package of complimentary
products and services offered to Eligible New Listings is equitably
allocated among issuers consistent with Section 6(b)(4) of the Act and
that describing the values of the products and services will add
greater transparency to the Exchange's rules and to the fees applicable
to such companies.\20\ The Commission also previously noted that
describing in the Company Guide the products and services available to
listed companies and their associated values will ensure that
individual listed companies are not given specially negotiated packages
of products or services to list or remain listed that would raise
unfair discrimination issues under the Act.\21\ Based on the foregoing,
the Commission believes that the Exchange has provided a sufficient
basis for adjusting the timing of when SPACs are eligible to receive
the additional complimentary products and services, set forth under
Section 146, from the time of a SPAC's initial listing to the period
immediately after a SPAC meets the Business Combination Condition, and
that this change does not unfairly discriminate among issuers and is
therefore consistent with the Act. For similar reasons, and as the
value of the services offered are not changing, only the timing of when
such services are provided to a SPAC, we find that the proposal is
consistent with Section 6(b)(4) of the Act.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78f(b)(5); see also Securities Exchange Act
Release No. 77401 (March 17, 2016), 81 FR 15585 (March 23, 2016)
(approving NYSEMKT-2016-12) (``Previous Order'').
    \18\ See Section 146 of the Company Guide; see also Previous
Order, supra note 17, footnotes 11-12 and accompanying text.
    \19\ See Section 119 of the Company Guide, requiring, among
other things, that a SPAC meet the requirements for initial listing
after it meets the Business Combination Condition just as is
required for other Eligible New Listings.
    \20\ See Previous Order, supra note 17, at 15586.
    \21\ Id.
---------------------------------------------------------------------------

    The Commission also believes that it is consistent with the Act for
the Exchange to allow the complimentary period for a particular service
to begin on the date of first use if a SPAC that has met the Business
Combination Condition begins to use the service within 30 days after
the date of meeting the Business Combination Condition. The Exchange
stated in its filing that, in its experience, it will often take
companies a period of time to review and complete necessary contracts
and training for the complimentary products and services under Section
146 following their becoming eligible for those services and that
allowing this modest 30 day period, if the company needs it, will help
to ensure that the company will have the benefit of the full period
permitted under the rule to actually use the services, thereby enabling
companies to receive the full intended benefit.\22\ The Commission
notes that Section 146 currently allows an Eligible New Listing to
begin using services within 30 days of its initial listing date.\23\ As
noted in the Previous Order, the Commission believes that this would
provide only a short window of additional time to allow companies to
finalize their contracts for the complimentary products and services.
The Commission notes that under the proposed rule this additional 30
day window would only be available to SPACs that have determined to
remain listed on the Exchange after meeting the Business Combination
Condition and thereby treats such SPACs, at the time they qualify for
listing as an operating company, the same as other newly-listed
companies that qualify as Eligible New Listings under Section 146.\24\
---------------------------------------------------------------------------

    \22\ See Notice, supra note 3, 81 FR at 56722.
    \23\ See Previous Order, supra note 17.
    \24\ The Commission expects the Exchange to track the start (and
end) date of each free service.
---------------------------------------------------------------------------

    The Commission believes that the Exchange is responding to
competitive pressures in the market for listings in making this
proposal. Specifically, the Exchange has represented that in many
cases, SPACs will consider transferring to a new listing venue at the
time they meet the Business Combination Condition, and that the
proposed rule

change would enable it to compete for the retention of these companies
by offering them a package of complimentary products and services that
assist their transition to being a publicly listed operating company
for the first time.\25\ Further, the Commission notes that other
exchanges have recently filed similar rule changes with respect to the
timing of complementary services offered to SPACs under their
rules.\26\ The Commission also notes that nothing in the Exchange's
rules requires a SPAC to remain listed on the Exchange after it meets
the Business Combination Condition and that such company is free to
list on other markets. Accordingly, the Commission believes that the
proposed rule reflects the current competitive environment for exchange
listings among national securities exchanges, and is appropriate and
consistent with Section 6(b)(8) of the Act.\27\
---------------------------------------------------------------------------

    \25\ See Notice, supra note 3, 81 FR at 56722.
    \26\ See Securities Exchange Act Release No. 78782 (September 7,
2016), 81 FR 62937 (September 13, 2016) (SR-NYSE-2016-58) and
Securities Exchange Act Release No. 79025 (October 3, 2016) (SR-
NASDAQ-2016-106).
    \27\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\28\ that the proposed rule change (SR-NYSEMKT-2016-62) be, and it
hereby is, approved.
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    \28\ 15 U.S.C. 78s(b)(2).
    \29\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
Brent J. Fields,
Secretary.
[FR Doc. 2016-24608 Filed 10-11-16; 8:45 am]
 BILLING CODE 8011-01-P