[Federal Register: April 7, 2010 (Volume 75, Number 66)]
[Notices]
[Page 17802-17803]
[DOCID:fr07ap10-109]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61811; File No. SR-BX-2010-025]

Self-Regulatory Organizations; NASDAQ OMX BX, Inc., Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Relating to
Permitting Concurrent Listing of $3.50 and $4 Strikes for Classes in
the $0.50 Strike and $1 Strike Programs

March 31, 2010.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 \2\ thereunder, notice is hereby given
that on March 30, 2010, NASDAQ OMX BX, Inc. (the ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I and II below, which
Items have been prepared by the Exchange. The Exchange filed the
proposed rule change pursuant to Section 19(b)(3)(A) of the Act,\3\ and
Rule 19b-4(f)(6) 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).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Supplementary Material .02 to
Section 6 of Chapter IV (Series of Options Open for Trading) of the
Rules of the Boston Options Exchange Group, LLC (``BOX'') to permit the
concurrent listing of $3.50 and $4 strikes for classes that participate
in both the $0.50 Strike and $1 Strike Price Programs. The text of the
proposed rule change is available from the principal office of the
Exchange, at the Commission's Public Reference Room and also on the
Exchange's Internet Web site at http://nasdaqomxbx.cchwallstreet.com/
NASDAQOMXBX/Filings/.

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 parts of such
statements.

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

1. Purpose
    BOX recently implemented a rule change that permits strike price
intervals of $0.50 for options on stocks trading at or below $3.00
(``$0.50 Strike Price Program'').\5\ As part of the filing to establish
the $0.50 Strike Price Program, BOX contemplated that a class may be
selected to participate in both the $0.50 Strike Price Program and the
$1 Strike Price Program. Under the $1 Strike Price Program, new series
with $1 intervals are not permitted to be listed within $0.50 of an
existing $2.50 strike price in the same series, except that strike
prices of $2 and $3 are permitted to be listed within $0.50 of a $2.50
strike price for classes also selected to participate in the $0.50
Strike Price Program.\6\ Under BOX's existing rule, for classes
selected to participate in both the $0.50 Strike Price Program and the
$1 Strike Price Program, BOX may either: (a) List a $3.50 strike but
not list a $4 strike; or (b) list a $4 strike but not list a $3.50
strike. For example, under the BOX's current rules, if a $3.50 strike
for an option class in both the $0.50 and $1 Strike Price Programs was
listed, the next highest permissible strike price would be $5.00.
Alternatively, if a $4 strike was listed, the next lowest permissible
strike price would be $3.00. The intent of the $.50 Strike Price
Program was to expand the ability of investors to hedge risks
associated with stocks trading at or under $3 and to provide finer
intervals of $0.50, beginning at $1 up to $3.50. As a result, BOX
believes that the current filing is consistent with the purpose of the
$0.50 Strike Price Program and will permit BOX to fill in any existing
gaps resulting from having to choose whether to list a $3.50 or $4
strike for options classes in both the $0.50 and $1 Strike Price
Programs.
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    \5\ See Securities Exchange Act Release No. 60814 (October 13,
2009), 74 FR 53535 (October 19, 2009) (SR-BX-2009-063).
    \6\ See Supplementary Material .02(b) to Section 6 of Chapter IV
of the BOX Rules.
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    Therefore, the Exchange is submitting the current filing to permit
the listing of concurrent $3.50 and $4 strikes for classes that are
selected to participate in both the $0.50 Strike Price Program and the
$1 Strike Price Program. To effect this change, the Exchange is
proposing to amend Supplementary Material .02(b) to Section 6 of
Chapter IV of the BOX Rules by adding $4 to the strike prices of $2 and
$3 currently permitted if a class participates in both the $0.50 Strike
Price Program and the $1 Strike Price Program.
    The Exchange is also proposing to amend the current rule text to
delete references to ``$2.50 strike prices'' (and the example utilizing
$2.50 strike prices) and to replace those references with broader
language, e.g., ``existing strike prices''.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the
requirements of Section 6(b) of the Act,\7\ in general, and Section
6(b)(5) of the Act,\8\ in particular, in that it is designed to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism for a free and open market and a national market
system and, in general, to protect investors and the public interest.
In particular, the Exchange believes that permitting the listing of
more granular strikes on options overlying lower priced securities will
provide investors with greater flexibility by allowing them to
establish positions that are better tailored to meet their investment
objectives.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

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

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

    The Exchange has neither solicited nor received comments on the
proposed rule change.

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

    Because the foregoing proposed rule change does not significantly
affect the protection of investors or the public interest, does not
impose any significant burden on competition, and, by its

terms, does not become operative for 30 days from the date on which it
was filed, or such shorter time as the Commission may designate, it has
become effective pursuant to Section 19(b)(3)(A) \9\ of the Act and
Rule 19b-4(f)(6) \10\ thereunder. The Exchange provided the Commission
with written notice of its intent to file the proposed rule change,
along with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing the proposed rule
change.
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
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    The Exchange has requested that the Commission waive the 30-day
operative delay to permit the Exchange to compete with other exchanges
whose rules permit concurrent listing of $3.50 and $4 strikes for
classes similarly participating in both a $0.50 strike program and a $1
strike program. The Commission finds that waiver of the operative delay
is consistent with the protection of investors and the public interest
because such waiver will encourage fair competition among the
exchanges. Therefore, the Commission designates the proposal operative
upon filing.\11\
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    \11\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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-BX-2010-025 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-BX-2010-025. 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,\12\ all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for Web site
viewing and printing in the Commission's Public Reference Room, 100 F
Street, NE., Washington, DC 20549, on official business days between
the hours of 10 a.m. and 3 p.m. Copies of the filing also will be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-BX-
2010-025 and should be submitted on or before April 28, 2010.
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    \12\ The text of the proposed rule change is available on the
Commission's Web site at http://www.sec.gov/.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-7839 Filed 4-6-10; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 131 (Wednesday, July 9, 2014)]
[Notices]
[Pages 38920-38921]
[FR Doc No: 2014-16038]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2014-N-0899]

Request for Notification From Industry Organizations Interested
in Participating in the Selection Process for a Nonvoting Industry
Representative and Request for Nominations for Nonvoting Industry
Representatives on the Cellular, Tissue, and Gene Therapies Advisory
Committee

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA) is requesting that any
industry organizations interested in participating in the selection of
a nonvoting industry representative to serve on the Cellular, Tissue,
and Gene Therapies Advisory Committee for the Center for Biologics
Evaluation and Research notify FDA in writing. FDA is also requesting
nominations for a nonvoting industry representative to serve on the
Cellular, Tissue, and Gene Therapies Advisory Committee. A nominee may
either be self-nominated or nominated by an organization to serve as a
nonvoting industry representative. Nominations will be accepted for
current or upcoming vacancies effective with this notice.

DATES: Any industry organization interested in participating in the
selection of an appropriate nonvoting member to represent industry
interests must send a letter stating that interest to FDA by August 8,
2014, for the vacancy listed in this notice. Concurrently, nomination
materials for prospective candidates should be sent to FDA by August 8,
2014.

ADDRESSES: All letters of interest from industry organizations should
be submitted in writing to Gail Dapolito (see FOR FURTHER INFORMATION
CONTACT). All nominations should be submitted by logging into the FDA
Advisory Committee Membership Nomination Portal: https://www.accessdata.fda.gov/scripts/FACTRSPortal/FACTRS/index.cfm

FOR FURTHER INFORMATION CONTACT: Gail Dapolito, Center for Biologics
Evaluation and Research, 10903 New Hampshire Ave., Bldg. 71, Rm. 6124,
Silver Spring, MD 20993-0002,<PHONE_NUMBER><EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The Agency intends to add a nonvoting
industry representative to the following advisory committee:

I. Cellular, Tissue, and Gene Therapies Advisory Committee

    The Committee reviews and evaluates available data relating to the
safety, effectiveness, and appropriate use of human cells, human
tissues, gene transfer therapies and xenotransplantation products which
are intended for transplantation, implantation, infusion and transfer
in the prevention and treatment of a broad spectrum of human diseases
and in the reconstruction, repair or replacement of tissues for various
conditions. The Committee also considers the quality and relevance of
FDA's research program which provides support for the regulation of
these products, and makes appropriate recommendations to the
Commissioner of Food and Drugs (the Commissioner).

II. Selection Procedure

    Any industry organization interested in participating in the
selection of an appropriate nonvoting member to represent industry
interests should send a letter stating that interest to the FDA contact
(see FOR FURTHER INFORMATION CONTACT) within 30 days of publication of
this document (see DATES). Within the subsequent 30 days, FDA will send
a letter to each organization that has expressed an interest, attaching
a complete list of all such organizations, and a list of all nominees
along with their current resumes. The letter will also state that it is
the responsibility of the interested organizations to confer with one
another and to select a candidate, within 60 days after the receipt of
the FDA letter, to serve as the nonvoting member to represent industry
interests for the committee. The interested organizations are not bound
by the list of nominees in selecting a candidate. However, if no
individual is selected within 60 days, the Commissioner will select the
nonvoting member to represent industry interests.

III. Application Procedure

    Individuals may self-nominate and/or an organization may nominate
one or more individuals to serve as a nonvoting industry
representative. Contact information, a current curriculum vitae, and
the name of the committee of interest should be provided within 30 days
of publication of this document (see DATES) by logging into the FDA
Advisory Committee Membership Nomination Portal: https://www.accessdata.fda.gov/scripts/FACTRSPortal/FACTRS/index.cfm. FDA will
forward all nominations to the organizations expressing interest in
participating in the selection process for the committee. (Persons who
nominate themselves as nonvoting industry representatives will not
participate in the selection process).
    FDA has a special interest in ensuring that women, minority groups,
individuals with physical disabilities, and small businesses are
adequately represented on its advisory committees, and therefore,
encourages nominations for appropriately qualified candidates from
these groups. Specifically, in this document, nominations for nonvoting
representatives of industry interests are encouraged from the cell,
tissue, and gene transfer products manufacturing industry.
    This notice is issued under the Federal Advisory Committee Act (5
U.S.C. app. 2) and 21 CFR part 14, relating to advisory committees.

    Dated: July 3, 2014.
Leslie Kux,
Assistant Commissioner for Policy.
[FR Doc. 2014-16038 Filed 7-8-14; 8:45 am]
BILLING CODE 4164-01-P


[Federal Register: June 15, 2007 (Volume 72, Number 115)]
[Notices]
[Page 33263-33264]
[DOCID:fr15jn07-101]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55866; File No. SR-NYSEArca-2007-44]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Relating to Rule
14.3--References to Wave Securities, L.L.C.

 June 6, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on May 15, 2007, NYSE Arca, Inc. (the ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I, II and III below, which Items have been
substantially prepared by the Exchange. The Exchange filed the proposed
rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule
19b-4(f)(6) thereunder, which renders it effective upon filing with the
Commission.\4\ The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange, through its wholly owned subsidiary, NYSE Arca
Equities, Inc. (``NYSE Arca Equities'' or ``Corporation''), proposes to
amend NYSE Arca Equities Rule 14.3 to remove obsolete references to
Wave Securities, L.L.C. (``Wave Securities''). The text of the proposed
rule change is available at the Exchange, the Commission's Public
Reference Room, and http://www.nyse.com.

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

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

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

1. Purpose
    The Corporation proposes to amend NYSE Arca Equities Rule 14.3 to
remove references to Wave Securities. In the first quarter of 2006, the
Corporation sold Wave Securities, a wholly owned introducing broker
subsidiary, to Merrill Lynch & Co., Inc. This sale terminated any
affiliation between the Corporation and Wave Securities. Previously, in
the second quarter of 2003, Archipelago Securities succeeded Wave
Securities and assumed Wave Securities' outbound router function. As a
result, the Corporation is removing from its rules the obsolete
references to Wave Securities and replacing them, where applicable,
with Archipelago Securities.
2. Statutory Basis
    The proposed rule change is consistent with the provisions of
Section 6 of the Act,\5\ in general and with Section 6(b)(5) of the
Act,\6\ in particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system.
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    \5\ 15 U.S.C. 78f.
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition 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

    The Exchange has neither solicited nor received written comments on
the proposed rule change.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii) of the Act \7\ and subparagraph (f)(6) of Rule 19b-4
\8\ thereunder because it does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; (iii) become operative for 30 days
from the date on which it was filed, or such shorter time as the
Commission may designate if consistent with the protection of investors
and the public interest.\9\ At any time within 60 days of the filing of
such 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.
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6).
    \9\ Rule 19b-4(f)(6)(iii) requires that a self-regulatory
organization submit to the Commission written notice of its intent
to file the proposed rule change, along with a brief description and
text of the proposed rule change, at least five business days prior
to the date of filing of the proposed rule change, or such shorter
time as designated by the Commission. The Commission has decided to
waive the five-day pre-filing notice requirement.
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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 e-mail to<EMAIL_ADDRESS>Please include File

Number SR-NYSEArca-2007-44 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2007-44. 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 will also be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File number SR-NYSEArca-2007-44 and should be submitted on or before
July 6, 2007.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E7-11541 Filed 6-14-07; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 83, Number 18 (Friday, January 26, 2018)]
[Notices]
[Pages 3794-3797]
[FR Doc No: 2018-01420]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82566; File No. SR-NYSE-2018-04]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Listing Standard for Warrants in Section 703.12 of the
Exchange's Listed Company Manual

January 22, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on January 11, 2018, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its listing standard for warrants as
set forth in Section 703.12 of the Exchange's Listed Company Manual
(the ``Manual'') to create an exception to the prohibition on reducing
the exercise price of listed warrants so as to permit exercise price
reductions that are widely publicized and that continue in effect for
at least 20 business days \3\ (or such longer period as may be required
under the tender offer rules of the Securities and Exchange

Commission (``SEC'' or ``Commission'') and otherwise comply with any
other applicable tender offer regulatory provisions under the federal
securities laws, including Section 13(e) \4\ of the Act and Rule 13e-4
\5\ under the Act. 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.
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    \3\ The term ``business day'' is used as defined in Rule 14d-
1(g)(3) under the Act (17 CFR 240.14d-1(g)(3)).
    \4\ 15 U.S.C. 78m(e).
    \5\ 17 CFR 240.13e-4.
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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 NYSE proposes to amend its listing standard for warrants as set
forth in Section 703.12 of the Manual to create an exception to the
prohibition on reducing the exercise price of listed warrants so as to
permit exercise price reductions that are widely publicized and that
continue in effect for at least 20 business days (or such longer period
as may be required under the SEC's tender offer rules) and otherwise
comply with any other applicable tender offer regulatory provisions
under the federal securities laws, including Section 13(e) \6\ of the
Act and Rule 13e-4 \7\ under the Act.\8\
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    \6\ 15 U.S.C. 78m(e).
    \7\ 17 CFR 240.13e-4.
    \8\ In order to be listed on the Exchange under Section 703.12,
warrants must be issued to purchase a common equity security that is
already listed or that will be listed concurrent with the warrants.
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    The Exchange's initial listing standards for warrants are set forth
in Section 703.12(A) of the Manual. Section 703.12(A) of the Manual
provides that the terms of listed warrants must not give the company
the right to reduce the established price (i.e., the exercise price)
for periods of time, or from time to time, during the life of the
warrants. The Exchange has interpreted this prohibition broadly as
prohibiting the taking of any other action which has the same economic
effect as a reduction in the exercise price of the warrant.\9\
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    \9\ For example, the Exchange would view an exchange of common
stock for outstanding warrants as a transaction prohibited by the
rule if the economic benefit to the warrant holder of participating
in the exchange was effectively the same as the benefit to the
holder of exercising the warrants at a reduced exercise price.
Similarly, an increase in the number of shares for which a warrant
is exercisable without a related increase in the warrant exercise
price is economically equivalent to a reduction in the exercise
price.
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    The warrant listing standards of other exchanges either contain no
limitation on the repricing of listed warrants \10\ or permit companies
to reduce the price of their listed warrants subject to certain
conditions.\11\ Specifically, the warrant listing standard of the
Nasdaq Global Market (``Nasdaq'') set forth in Nasdaq Marketplace Rule
5410 does not in any way restrict companies from reducing the exercise
price of listed warrants. Separately, NYSE American permits reductions,
but only if the reductions meet specific criteria. Specifically,
Section 105(a) of the NYSE American Company Guide provides that NYSE
American will not list warrants containing provisions which give the
company the right, at its discretion, to reduce the exercise price of
the warrants for periods of time, or from time to time, during the life
of the warrants unless the company establishes a minimum period of ten
business days within which such price reduction will be in effect.
Section 105(a) specifies that this policy does not preclude the listing
of warrants for which regularly scheduled and specified changes in the
exercise price have been previously established.\12\
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    \10\ See Nasdaq Marketplace Rule 5410.
    \11\ See NYSE American Company Guide Section 105(a).
    \12\ While the applicable Nasdaq and NYSE American rules do not
address the requirements of the SEC's tender offer rules with
respect to temporary reductions in the exercise price of warrants,
companies listed on Nasdaq and NYSE American that reduce the
exercise price of listed warrants are required to comply with the
twenty business day minimum offering period required under the
tender offer rules. The applicable SEC tender offer rules are
described in detail below.
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    The Exchange proposes to amend Section 703.12(A) to provide an
exception to its prohibition on the reduction in the exercise price of
listed warrants subject to similar conditions to those set forth in the
warrant listing standard of NYSE American, except that any reduction in
the exercise price of a listed series of warrants would be required to
be in effect for a minimum period of 20 business days rather than the
10 day period required by the NYSE American rule. In addition, the
Exchange proposes to require any company that reduces the exercise
price of a listed series of warrants to promptly give public notice of
the reduction in exercise price in a manner consistent with the
Exchange's immediate release policy set forth in Section 202.06 of the
Manual.\13\ The Exchange also proposes to add to Section 703.12(A) a
statement that these policies will not preclude the listing of warrant
issues for which regularly scheduled and specified changes in the
exercise price have been previously established at the time of issuance
of the warrants. Notwithstanding the foregoing, the Exchange will not
list any warrants under Section 703.12 whose exercise price is subject
to possible modification for reasons other than scheduled and specified
changes established at the time of issuance.
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    \13\ The Exchange proposes to include text in the proposed
amended rule: (i) Specifying that it will apply these requirements
to the taking of any other action which has the same economic effect
as a reduction in the exercise price of a listed warrant and (ii)
requiring that any issuer of listed warrants including a provision
providing for repricings must undertake to comply with any
applicable tender offer regulatory provisions under the federal
securities laws, including a minimum period of 20 business days
within which such price reduction will be in effect (or such longer
period as may be required under the SEC's tender offer rules).
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    A reduction in the exercise price of publicly-traded warrants for a
limited time period is deemed to be a tender offer by the SEC staff and
is therefore subject to the requirements of the SEC's tender offer
rules as set forth in Regulation 14E under the Exchange Act.\14\ SEC
Rule 14e-1(a) \15\ requires that any tender offer subject to Regulation
14E be held open for at least 20 business days. SEC Rule 14e-1(b) \16\
provides for certain circumstances in which a tender offer period must
be extended beyond that initial 20 business day period. Rule 14e-1(c)
\17\ under the Act requires securityholders to be paid promptly after
tendering their securities into a tender offer. In addition, all tender
offers for listed warrants will be subject to Section 13(e) of the Act,
Rule 13e-4 under the Act, Section 14(e) of the Act, and Regulation 14E
under the Act.
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    \14\ 17 CFR 240.14e-1 et seq.
    \15\ 17 CFR 240.14e-1(a).
    \16\ 17 CFR 240.14e-1(b).
    \17\ 17 CFR 240.14e-1(c).
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    The Exchange's proposal that any repricing of listed warrants be
held open for at least 20 business days, or such longer period as may
be required by the SEC's tender offer rules, would be consistent with
the SEC's tender offer rules. The Exchange also believes that the
proposed 20 business day minimum notice requirement would ensure that
warrant holders have a reasonable

amount of time to consider the advisability of exercising their
warrants during the period in which the reduced exercise price is in
effect and that warrant holders will therefore not be under
unreasonable pressure to make a hasty, ill-informed investment
decision. The Exchange also proposes to require that any listed company
that reduces the exercise price of listed warrants announce that fact
in a manner consistent with the Exchange's policies with respect to the
dissemination of material news as set forth in Section 202.06 of the
Manual. The Exchange believes that this requirement would give all
warrant holders appropriate notice and the ability to avail themselves
of the lower exercise price if they so desire.
    The Exchange's warrant listing standard has been in place for many
years and the Exchange has not been able to ascertain the basis for
inclusion in that listing standard of the provision which it proposes
to amend in this filing. However, the Exchange notes that the American
Stock Exchange (``Amex'') had a similar requirement in its own warrant
listing standard until it adopted the rule currently in effect at NYSE
American in 1986. In the SEC's notice of that Amex filing,\18\ the SEC
noted that the Amex had stated in its filing that:
---------------------------------------------------------------------------

    \18\ See Securities Exchange Act Release No. 22581 (October 29,
1985); 50 FR 46376 (November 7, 1985) (SR-Amex-85-35). The filing
was approved in Securities Exchange Act Release No. 22777 (January
8, 1986); 51 FR 2613 (January 17, 1986).

    The primary impetus for adopting this prohibition arose from a
perception that management's unfettered ability to temporarily
reduce the exercise price would add a further element of speculation
to an instrument already viewed as having inherent speculative
qualities. Today, however, with the growth of new securities and
commodities products, warrants are no longer viewed as being the
---------------------------------------------------------------------------
speculative instruments they once were.

    The Exchange notes that there may be valid reasons for a reduction
in the exercise price of listed warrants, that such reductions are not
uncommon among companies listed on other listing exchanges, and that it
has found no evidence that these exercise price reductions have
generally been controversial. The Exchange believes that the board of a
listed company is best positioned to determine whether a reduction in
the exercise price of the company's outstanding warrants is in the best
interests of shareholders and therefore believes that a general
prohibition on such reductions is unnecessarily restrictive as it
completely deprives a listed company board of the discretion to make
such a determination. The Exchange believes it is appropriate to
provide companies with the flexibility to make these determinations and
that the state law fiduciary duties of officers and directors of listed
companies would provide significant protection to shareholders against
the possibility of inappropriate exercises of discretion by company
boards and management in relation to reductions in warrant exercise
prices. Given (i) the significant protections afforded to shareholders
by the fiduciary duties of the boards and management of listed
companies, (ii) the protections provided to warrant holders by the
inclusion of a notice requirement and a minimum period, and (iii) the
fact that the proposed amendment is consistent with the tender offer
rules, the Exchange believes that the proposed amendment is consistent
with the protection of investors and the public interest.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) \19\ of the Act, in general, and furthers the
objectives of Section 6(b)(5) of the Act,\20\ in particular in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendment is consistent
with the investor protection objectives of Section 6(b)(5) because: (i)
There may be valid business reasons for a listed company to reduce the
exercise price of its listed warrants and the company's board is best
positioned to make this determination in light of its fiduciary duties,
so a general prohibition is not in the best interests of shareholders;
(ii) the proposed requirement that the price reduction must stay in
effect for 20 business days or such longer period as required by the
SEC's tender offer rules would give the warrant holders a reasonable
amount of time to consider the advisability of exercising their
warrants during the period in which the reduced exercise price was in
effect and warrant holders would therefore not be under unreasonable
pressure to make a hasty, ill-informed investment decision; and (iii)
the proposed requirement that any listed company which reduces the
exercise price of listed warrants must announce that fact in a manner
consistent with the Exchange's material news dissemination policies
would give all warrant holders appropriate notice and the ability to
avail themselves of the lower exercise price if they so desired.
    The requirement that any warrant repricing under the proposed
amendment must be held open for at least 20 business days (or such
longer period as is required under the SEC's tender offer rules) and
that the company must undertake to comply with applicable tender offer
regulatory provisons [sic] would ensure that any warrant repricing
under the proposed amendment would be in compliance with Section 13(e)
of the Act, Rule 13e-4 under the Act, Section 14(e) of the Act, and
Regulation 14E under the Act.
    The addition to the rule of language stating that the Exchange will
apply its requirements with respect to warrant repricings to the taking
of any other action which has the same economic effect as a reduction
in the exercise price of a listed warrant is consistent with the Act as
it simply codifies a longstanding interpretation of the rule by the
Exchange.

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 purpose of the Act. The purpose of the proposed
rule change is to permit listed companies to adjust the exercise price
of listed warrants in a manner that is consistent with the SEC's tender
offer rules and permitted by the rules of the other listing markets. As
such, the Exchange believes the proposed rule change does not impose
any burden on competition.

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

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

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

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \21\ and Rule 19b-4(f)(6) thereunder.\22\
Because the proposed rule change does not: (i)

Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6) thereunder.\23\
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \22\ 17 CFR 240.19b-4(f)(6).
    \23\ In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization to give the Commission written notice of its
intent to file the proposed rule change at least five business days
prior to the date of filing of the proposed rule change, or such
shorter time as designated by the Commission. The Exchange has
satisfied this requirement.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NYSE-2018-04 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2018-04. 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-NYSE-2018-04, and should be submitted on
or before February 16, 2018.
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    \24\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01420 Filed 1-25-18; 8:45 am]
 BILLING CODE 8011-01-P


                         National Advisory Council for
                      Environmental Policy and Technology

                                    Agenda

                          Thursday, December 19, 2013
                           12 p.m.  -  4:00 p.m. EST

               U.S. EPA William Jefferson Clinton East, Rm 1132
                          1201 Constitution Avenue NW
                                Washington, DC
          Call in number:<PHONE_NUMBER>	Conference code:<PHONE_NUMBER>

  12:00 pm	Welcome, Introductions, and Overview of Agenda

		Mark Joyce
		NACEPT Acting Designated Federal Officer

		Denise Benjamin-Sirmons, Director
		Office of Diversity, Advisory Committee Management and Outreach

		Cynthia Jones-Jackson, Deputy Director
		Office of Diversity, Advisory Committee Management and Outreach

		Bill Ross
		NACEPT Chair

  12:15 pm	Discussion of NACEPT Comments on Draft FY 2014-2018 EPA
		Strategic Plan

		Howard Learner
		NACEPT Vice-Chair

		Advice Letter Workgroup Members

		NACEPT Council Members

2:00 pm	Public Comments and Continuation of Discussion

3:45 pm	Action Items and Next Steps

	Bill Ross
	NACEPT Chair

               * Advice Letter on the Social Pillar of Sustainability
               * Update on Council Membership
               * General Announcements

   4:00 pm		ADJOURN