[Federal Register Volume 79, Number 190 (Wednesday, October 1, 2014)]
[Notices]
[Pages 59333-59335]
[FR Doc No: 2014-23314]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73218; File No. SR-NYSEMKT-2014-79]

Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change Amending Sections 141
and 142 of the NYSE MKT Company Guide To Increase Certain of the Fees
Set Forth Therein

September 25, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on September 19, 2014, NYSE MKT LLC (the ``Exchange'' or
``NYSE MKT'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

    The Exchange proposes to amend Sections 141 and 142 of the NYSE MKT
Company Guide (the ``Company Guide'') to increase certain of the fees
set forth therein. The Exchange proposes to immediately reflect the
proposed changes in the Company Guide, but not to implement the
proposed fee changes until January 1, 2015. The text of the proposed
rule change is available on the Exchange's Web site at www.nyse.com, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Sections 141 and 142 of the Company
Guide to increase certain of the fees set forth therein. The Exchange
proposes to immediately reflect the proposed changes in the Company
Guide, but not to implement the proposed fee changes until January 1,
2015.\4\
---------------------------------------------------------------------------

    \4\ The Exchange has proposed changes to the Company Guide, as
reflected in Exhibit 5 attached hereto, in a manner that would
permit readers of the Company Guide to identify the changes that
would be implemented on January 1, 2015. The Commission notes that
Exhibit 5 is attached to the filing, not to this Notice.
---------------------------------------------------------------------------

    The Exchange proposes to amend Section 141 of the Company Guide to
increase its annual fees for stock issues as follows:
    i. For issuers with 50,000,000 shares outstanding or less, the
annual fee would be increased by $5,000, from $30,000 to $35,000;
    ii. for issuers with 50,000,001 to 75,000,000 shares outstanding,
the

annual fee would be increased by $5,000, from $40,000 to $45,000;
    iii. for issuers with more than 75,000,000 shares outstanding, the
annual fee would be increased by $5,000, from $45,000 to $50,000.
    The Exchange proposes to amend Section 142 of the Company Guide to
increase the minimum and maximum fees it charges issuers for subsequent
listing of additional shares. The Exchange proposes to increase the
minimum fee from $2,000 to $7,500 and the maximum fee per application
to list additional shares from $45,000 to $65,000.
    The Exchange proposed to further amend Section 142 of the Company
Guide to increase the fee it charges an issuer that changes its name or
symbol from $2,500 to $7,500.
    For the same reasons set forth below in the Statutory Basis
section, the Exchange proposes to make the aforementioned fee increases
to better reflect (i) the Exchange's costs related to listing equity
securities and (ii) the increased compliance and technology costs
required to operate and maintain the Exchange's equity platform.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Sections 6(b)(4) \6\ of the Act, in particular, in that
it is designed to provide for the equitable allocation of reasonable
dues, fees, and other charges among its members and issuers and other
persons using its facilities. The Exchange also believes that the
proposed rule change is consistent with Section 6(b)(5) \7\ of the Act
in that it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that amending Section 141 of the Company
Guide to increase the annual fee it charges issuers is reasonable
because the resulting fees would better reflect the Exchange's costs
related to such listing. In this regard, the Exchange notes that it
will have been two years since it last increased the annual fee that it
charges issuers, but that it continually enhances and upgrades the
level of service it provides in the listings area, including with
respect to technology, compliance and other regulatory matters related
to listings. The Exchange's costs with respect to listings include, but
are not limited to, rulemaking initiatives, listing administration
processes, issuer services, and administration of other regulatory
functions related to listing. Accordingly, the proposed fee increases
set forth herein will enable the Exchange to ensure that it is
providing a high standard of regulation and oversight of the market.
The Exchange believes that the proposed increase in annual fees is
equitably allocated because all issuers will be subject to the same
$5,000 fee increase.
    The Exchange believes it is reasonable to increase the fees that it
charges an issuer that applies for (i) subsequent listing of additional
shares (including the maximum fee) or (ii) changes that involve
modifications to Exchange records. The Exchange notes that it has not
increased these fees in many years, but that it devotes a significant
amount of Exchange resources to reviewing and processing such
applications. The Exchange further notes that the process to review
subsequent listing applications is substantially the same on the New
York Stock Exchange and the NYSE MKT. Because the process is
substantially the same, the Exchange believes it is appropriate that
the fees charged for this work are more closely aligned. While the
Exchange proposes to increase the minimum fee to process a subsequent
listing application on the New York Stock Exchange to $10,000, it
believes it is appropriate to increase the minimum fee on the NYSE MKT
to only $7,500 taking note of the fact that smaller companies are
listed on the NYSE MKT and therefore to increase their fees to the same
level as New York Stock Exchange listed companies would be
disproportionately burdensome.
    The Exchange believes that the proposed changes are equitable and
not unfairly discriminatory because issuers in each tier will be
subject to a $5,000 increase in their annual fee and the additional
listing fee increases will apply equally to all issuers on 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 purposes of the Act. The proposed rule change is
designed to ensure that the fees charged by the Exchange accurately
reflect the services provided and benefits realized by listed
companies. Issuers in each tier will be subject to a $5,000 increase in
their annual fee and the additional listing fee increases will apply
equally to all issuers on the Exchange, therefore such fee increases
will be equitably allocated amongst all issuers and will not be
unfairly discriminatory towards an individual issuer or class of
issuers. Further, because issuers have the option to list their
securities on a different national securities exchange, the Exchange
does not believe that the proposed fee changes impose a 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 foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due, fee, or other charge
imposed by the Exchange.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \10\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEMKT-2014-79 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEMKT-2014-79. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of 10
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-NYSEMKT-2014-79 and should
be submitted on or before October 22, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-23314 Filed 9-30-14; 8:45 am]
BILLING CODE 8011-01-P