[Federal Register Volume 82, Number 117 (Tuesday, June 20, 2017)]
[Rules and Regulations]
[Pages 27991-27992]
[FR Doc No: 2017-12706]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2016-9333; Airspace Docket No. 16-AAL-4]

Establishment of Class E Airspace; Grayling, AK

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

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SUMMARY: This action establishes Class E airspace extending upward from
700 feet above the surface at Grayling Airport, AK, to support the
development of instrument flight rules (IFR) operations under standard
instrument approach and departure procedures at the airport, and for
the safety and management of aircraft within the National Airspace
System.

DATES: Effective 0901 UTC, August 17, 2017. The Director of the Federal
Register approves this incorporation by reference action under Title 1,
Code of Federal Regulations, part 51, subject to the annual revision of
FAA Order 7400.11 and publication of conforming amendments.

ADDRESSES: FAA Order 7400.11A, Airspace Designations and Reporting
Points, and subsequent amendments can be viewed online at http://www.faa.gov/air_traffic/publications/. For further information, you can
contact the Airspace Policy Group, Federal Aviation Administration, 800
Independence Avenue SW., Washington, DC 20591; telephone: (202) 267-
8783.
    The Order is also available for inspection at the National Archives
and Records Administration (NARA). For information on the availability
of this material at NARA, call<PHONE_NUMBER>, or go to http://www.archives.gov/federal_register/code_of_federal-regulations/ibr_locations.html.
    FAA Order 7400.11, Airspace Designations and Reporting Points, is
published yearly and effective on September 15.

FOR FURTHER INFORMATION CONTACT: Robert LaPlante, Federal Aviation
Administration, Operations Support Group, Western Service Center, 1601
Lind Avenue SW., Renton, WA 98057; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
airspace necessary to ensure the safety of aircraft and the efficient
use of airspace. This regulation is within the scope of that authority
as it establishes Class E airspace at Grayling Airport, Grayling, AK to
support the development of instrument flight rules (IFR) operations
under standard instrument approach and departure procedures at the
airport, and for the safety and management of aircraft within the
National Airspace System.

History

    On March 06, 2017, the FAA published in the Federal Register (82 FR
12525) Docket FAA-2016-9333 a notice of proposed rulemaking to
establish Class E airspace extending upward from 700 feet above the
surface at Grayling Airport, Grayling, AK. Interested parties were
invited to participate in this rulemaking effort by submitting written
comments on the proposal to the FAA. Two comments supporting the
proposed rule were received from Taylor Emmerich and H T.
    Class E airspace designations are published in paragraph 6005 of
FAA Order 7400.11A, dated August 3, 2016, and effective September 15,
2016, which is incorporated by reference in 14 CFR 71.1. The Class E
airspace designation listed in this document will be published
subsequently in the Order.

Availability and Summary of Documents for Incorporation by Reference

    This document amends FAA Order 7400.11A, Airspace Designations and
Reporting Points, dated August 3, 2016, and effective September 15,
2016. FAA Order 7400.11A is publicly available as listed in the
ADDRESSES section of this document. FAA Order 7400.11A lists Class A,
B, C, D, and E airspace areas, air traffic service routes, and
reporting points.

The Rule

    This amendment to Title 14, Code of Federal Regulations (14 CFR)
part 71 establishes Class E airspace extending upward from 700 feet
above the surface within a 6.5-mile radius of Grayling Airport,
Grayling, AK, and that airspace 2 miles on each side of the 024[deg]
bearing from the airport extending from the 6.5-mile radius to 8 miles
northeast of the airport and that airspace 2 miles on each side of
182[deg] bearing from the airport extending from the 6.5-mile radius to
11.2 miles south of the airport.
    This airspace is necessary to support IFR operations in new
standard instrument approach and departure procedures at the airport.

Regulatory Notices and Analyses

    The FAA has determined that this regulation only involves an
established

body of technical regulations for which frequent and routine amendments
are necessary to keep them operationally current, is non-controversial
and unlikely to result in adverse or negative comments. It, therefore:
(1) Is not a ``significant regulatory action'' under Executive Order
12866; (2) is not a ``significant rule'' under DOT Regulatory Policies
and Procedures (44 FR 11034; February 26, 1979); and (3) does not
warrant preparation of a Regulatory Evaluation as the anticipated
impact is so minimal. Since this is a routine matter that only affects
air traffic procedures and air navigation, it is certified that this
rule, when promulgated, will not have a significant economic impact on
a substantial number of small entities under the criteria of the
Regulatory Flexibility Act.

Environmental Review

    The FAA has determined that this action qualifies for categorical
exclusion under the National Environmental Policy Act in accordance
with FAA Order 1050.1F, ``Environmental Impacts: Policies and
Procedures,'' paragraph 5-6.5a. This airspace action is not expected to
cause any potentially significant environmental impacts, and no
extraordinary circumstances exist that warrant preparation of an
environmental assessment.

Lists of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

Adoption of the Amendment

    In consideration of the foregoing, the Federal Aviation
Administration amends 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for part 71 continues to read as follows:

    Authority: 49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1  [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of FAA Order 7400.11A,
Airspace Designations and Reporting Points, dated August 3, 2016, and
effective September 15, 2016, is amended as follows:

Paragraph 6005 Class E Airspace Areas Extending Upward From 700
Feet or More Above the Surface of the Earth.

* * * * *

AAL AK E5 Grayling, AK [New]

Grayling Airport, Alaska
    (Lat. 62[deg]53'31'' N., long. 160[deg]03'59'' W.)

    That airspace extending upward from 700 feet above the surface
within a 6.5-mile radius of Grayling Airport, and that airspace 2
miles each side of the 024[deg] bearing from the airport extending
from the 6.5-mile radius to 8 miles northeast of the airport, and
that airspace 2 miles each side of 182[deg] bearing from the airport
extending from the 6.5-mile radius to 11.2 miles south of the
airport.

    Issued in Seattle, Washington, on June 13, 2017.
Sam S.L. Shrimpton,
Acting Group Manager, Operations Support Group, Western Service Center.
[FR Doc. 2017-12706 Filed 6-19-17; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 76, Number 112 (Friday, June 10, 2011)]
[Notices]
[Pages 34111-34112]
[FR Doc No: 2011-14388]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-64604; File No. SR-FICC-2011-04]

Self-Regulatory Organizations; Fixed Income Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Permit Brokers To Process Specified Pool Trade Activity at the
Mortgage-Backed Securities Division in Broker Accounts

 June 6, 2011.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on May 31, 2011, the Fixed
Income Clearing Corporation (``FICC'') filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change described
in Items I, II, and III below, which Items have been prepared primarily
by FICC. FICC filed the proposal pursuant to Section 19(b)(3)(A) of the
Act \2\ and Rule 19b-4(f)(4) \3\ thereunder so that the proposal was
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the rule change from interested
parties.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78s(b)(3)(A).
    \3\ 17 CFR 240.19b-4(f)(4).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The proposed rule change will permit brokers to process specified
pool trade (``SPT'') activity at the Mortgage-Backed Securities
Division (``MBSD'') in broker accounts.

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

    In its filing with the Commission, FICC 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. FICC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\4\
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    \4\ The Commission has modified the text of the summaries
prepared by FICC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    The purpose of this proposed rule change is to implement certain
technical enhancements necessary to permit brokers to process SPT
activity at MBSD in their broker accounts. SPT activity is currently
processed by brokers in their dealer accounts.
    MBSD's systems do not currently permit processing of SPT activity
in broker accounts. If, after a broker submits an SPT through its
dealer account the dealer counterparty submits the other side of the
transaction against the broker's broker account (instead of the
broker's dealer account), the dealer is required to make a correction
to trade input to reflect the correct account. By permitting brokers to
process SPT activity in their broker accounts, the proposed change
would eliminate a cause of the corrections to trade input and thereby
improve efficiency and reduce operational risk. The proposed change
enhances FICC's existing services and does not eliminate any of FICC's
existing services.\5\ FICC will notify members of the effective date of
the proposed rule change by Important Notice.
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    \5\ MBSD will continue to support the processing of SPT activity
in dealer accounts.
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    FICC believes that the proposed rule change is consistent with the
requirements of Section 17A of the Act \6\ and the rules and
regulations thereunder applicable to FICC because it is designed to
promote the prompt and accurate clearance and settlement of securities
transactions by enhancing an existing service offering and eliminating
a cause of corrections to trade input.
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    \6\ 15 U.S.C. 78q-1.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    FICC does not believe that the proposed rule change will have any
impact or impose any burden on competition.

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

    Written comments relating to the proposed rule change have not yet
been solicited or received. FICC will notify the Commission of any
written comments received by FICC.

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

    The foregoing proposed rule change has become effective upon filing
pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(4) \8\
thereunder because the proposed rule change effects a change in an
existing service of a registered clearing agency that: (i) Does not
adversely affect the safeguarding of securities or funds in the custody
or control of the clearing agency or for which it is responsible; and
(ii) does not significantly affect the respective rights or obligations
of the clearing agency or persons using the service. At any time within
60 days of the filing of the proposed rule change, the Commission
summarily may temporarily suspend such rule change if it appears to the
Commission that such action is 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).
    \8\ 17 CFR 240.19b-4(f)(4).
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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 an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-FICC-2011-04 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-FICC-2011-04. 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 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 such filings also will be available for
inspection and copying at the principal office of FICC and on FICC's
Web site at http://dtcc.com/downloads/legal/rule_filings/2011/ficc/2011-04.pdf. 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-
FICC-2011-04 and should be submitted on or before July 1, 2011.

    For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Cathy H. Ahn,
Deputy Secretary .
[FR Doc. 2011-14388 Filed 6-9-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 127 (Tuesday, July 2, 2019)]
[Notices]
[Pages 31584-31585]
[FR Doc No: 2019-14083]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 14332-004]

Historic Harrisville, Inc.; Notice of Application Accepted for
Filing, Soliciting Comments, Motions To Intervene, Protests

    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Amendment of Exemption.
    b. Project No.: P-14332-004.
    c. Date Filed: May 7, 2018 and supplemented on September 21, 2018
and May 6, 2019.
    d. Applicant: Historic Harrisville, Inc. (exemptee).
    e. Name of Project: Cheshire Mills Hydroelectric Project.
    f. Location of Project: The project is located on Nubanusit Brook
in the town of Harrisville, Cheshire County, New Hampshire.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791a-825r.
    h. Applicant Contact: Erin Hammerstedt, Executive Director,
Historic Harrisville, Inc., P.O. Box 79, Harrisville, NH 03450, (603)
827-3722.
    i. FERC Contact: Marybeth Gay; telephone:<PHONE_NUMBER>; email
address<EMAIL_ADDRESS>    j. Deadline for filing comments, motions to interview, and protests
is 30 days from the issuance date of this

notice by the Commission. The Commission strongly encourages electronic
filing. Please file motions to intervene, protests, comments, and
recommendations, using the Commission's eFiling system at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit brief
comments up to 6,000 characters, without prior registration, using the
eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You
must include your name and contact information at the end of your
comments. For assistance, please contact FERC Online Support at
<EMAIL_ADDRESS>(866) 208-3676 (toll free), or (202) 502-
8659 (TTY). In lieu of electronic filing, please send a paper copy to:
Secretary, Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426. The first page of any filing should include
docket number P-14332-004.
    k. Description of Request: The exemptee proposes to replace, rather
than refurbish, the existing turbine with a horizontal Francis type
turbine, and install an induction type generator. To accommodate the
smaller turbine and generator, the exemptee would reduce the size of
the penstock just outside of the building, and reduce the size of the
opening in the floor. As the new, smaller turbine-generator would
operate at a wider range of flows, the exemptee proposes to change the
minimum and maximum hydraulic capacity of the project to 3 cubic feet
per second (cfs) and 36 cfs, respectively. At flows less than 5.6 cfs
(the minimum operating capacity of the project plus the minimum flow),
the project would not operate and all flow would be released over the
spillway. At flows higher than 5.6 cfs, the project would operate and
2.6 cfs would be released over the spillway. The new turbine and
generator would have a total installed capacity of 35 kilowatts.
Replacement, as proposed, would result in an average generation of
between 140,000 and 180,000 kilowatt-hours.
    l. This notice is available for review and reproduction at the
Commission in the Public Reference Room, Room 2A, 888 First Street NE,
Washington, DC 20426. The filing may also be viewed on the Commission's
website at http://www.ferc.gov/docs-filing/elibrary.asp. Enter the
Docket number (P-14332-004) excluding the last three digits in the
docket number field to access the notice. You may also register online
at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via
email of new filings and issuances related to this or other pending
projects. For assistance, call toll-free 1-866-208-3676 or email
<EMAIL_ADDRESS>For TTY, call<PHONE_NUMBER>.
    m. Individuals desiring to be included on the Commission's mailing
list should so indicate by writing to the Secretary of the Commission.
    n. Comments, Protests, or Motions to Intervene: Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210, .211,
and .214. In determining the appropriate action to take, the Commission
will consider all protests or other comments filed, but only those who
file a motion to intervene in accordance with the Commission's Rules
may become a party to the proceeding. Any comments, protests, or
motions to intervene must be received on or before the specified
comment date for the particular application.
    o. Filing and Service of Responsive Documents: Any filing must (1)
bear in all capital letters the title ``COMMENTS'', ``PROTEST'', or
``MOTION TO INTERVENE'' as applicable; (2) set forth in the heading the
name of the applicant and the project number of the application to
which the filing responds; (3) furnish the name, address, and telephone
number of the person protesting or intervening; and (4) otherwise
comply with the requirements of 18 CFR 385.2001 through 385.2005. All
comments, motions to intervene, or protests must set forth their
evidentiary basis and otherwise comply with the requirements of 18 CFR
4.34(b). All comments, motions to intervene, or protests should relate
to the request to upgrade the turbine generator units. Agencies may
obtain copies of the application directly from the applicant. A copy of
any protest or motion to intervene must be served upon each
representative of the applicant specified in the particular
application. If an intervener files comments or documents with the
Commission relating to the merits of an issue that may affect the
responsibilities of a particular resource agency, they must also serve
a copy of the document on that resource agency. A copy of all other
filings in reference to this application must be accompanied by proof
of service on all persons listed in the service list prepared by the
Commission in this proceeding, in accordance with 18 CFR 4.34(b) and
385.2010.

    Dated: June 26, 2019.
Kimberly D. Bose,
Secretary.
[FR Doc. 2019-14083 Filed 7-1-19; 8:45 am]
 BILLING CODE 6717-01-P


not distinct from an existing class of securities would prevent the
listing of a class of securities that has the same voting and economic
rights as another listed class of securities of that same issuer.
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    \229\ See Amendment No. 2, supra note 9, at 13.
    \230\ See Notice, supra note 3, 86 FR at 29636 & n.20.
    \231\ See Letter from Ellen Greene, Managing Director, Equities
& Options Market Structure, Securities Industry and Financial
Markets Association (September 27, 2021) (``SIFMA Letter''), at 2
(stating that ``the definition of `class' of securities in Section
12(g)(5) of the Exchange Act contemplates that securities of an
issuer that have identical economic and voting rights would be part
of the same class of securities'').
    \232\ See id. (stating that ``issuers have dually-listed
securities on two exchanges to meet the different listing standards
of each of the exchanges, but the issuers have done so by listing
the same class of securities on both exchanges'').
    \233\ See Amendment No. 2, supra note 9, at 13.
    \234\ See id.
    \235\ See proposed BSTX Rule 26101.
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Initial and Continued Listing Standards
    The Commission has consistently recognized the importance and
significance of national securities exchange listing standards. Among
other things, such listing standards help ensure that exchange-listed
companies will have sufficient public float, investor base, and trading
interest to provide the depth and liquidity necessary to promote fair
and orderly markets.\236\ The standards, collectively, also provide
investors and market participants with some level of assurance that the
listed company has the resources, policies, and procedures to comply
with the requirements of the Exchange Act and Exchange rules.\237\
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    \236\ The Commission has stated in approving national securities
exchange listing requirements that the development and enforcement
of adequate standards governing the listing of securities on an
exchange is an activity of critical importance to the financial
markets and the investing public. In addition, once a security has
been approved for initial listing, maintenance criteria allow an
exchange to monitor the status and trading characteristics of that
issue to ensure that it continues to meet the exchange's standards
for market depth and liquidity so that fair and orderly markets can
be maintained. See, e.g., Securities Exchange Act Release Nos. 90768
(December 22, 2020), 85 FR 85807, 85811 n.55 (December 29, 2020)
(SR-NYSE-2019-67) (``NYSE 2020 Order''); 82627 (February 2, 2018),
83 FR 5650, 5653 n.53 (February 8, 2018) (SR-NYSE-2017-30) (``NYSE
2018 Order''); 81856 (October 11, 2017), 82 FR 48296, 48298 (October
17, 2017) (SR-NYSE-2017-31); 81079 (July 5, 2017), 82 FR 32022,
32023 (July 11, 2017) (SR-NYSE-2017-11). The Commission has stated
that adequate listing standards, by promoting fair and orderly
markets, are consistent with Section 6(b)(5) of the Exchange Act, in
that they are, among other things, designed to prevent fraudulent
and manipulative acts and practices, promote just and equitable
principles of trade, and protect investors and the public interest.
See, e.g., NYSE 2020 Order, 85 FR at 85811 n.55; NYSE 2018 Order, 83
FR at 5653 n.53; Securities Exchange Act Release Nos. 87648
(December 3, 2019), 84 FR 67308, 67314 n.42 (December 9, 2019) (SR-
NASDAQ-2019-059); 88716 (April 21, 2020), 85 FR 23393, 23395 n.22
(April 27, 2020) (SR-NASDAQ-2020-001).
    \237\ ``Meaningful listing standards are also important given
investor expectations regarding the nature of securities that have
achieved a national securities exchange listing, and the role of a
national securities exchange in overseeing its market and assuring
compliance with its listing standards.'' Securities Exchange Act
Release No. 65708 (November 8, 2011), 76 FR 70799, 70802 (November
15, 2011) (SR-NASDAQ-2011-073). See also, e.g., NYSE 2020 Order,
supra note 236, 85 FR at 85811 n.56; Securities Exchange Act Release
Nos. 65709 (November 8, 2011), 76 FR 70795 (November 15, 2011) (SR-
NYSE-2011-38); 88389 (March 16, 2020), 85 FR 16163 (March 20, 2020)
(SR-NASDAQ-2019-089). The Exchange, in addition to requiring
companies seeking to list to meet the quantitative initial listing
standards and once listed the quantitative continued listing
standards, also requires listed companies to meet other qualitative
requirements. See, e.g., proposed BSTX Rules 26800 Series, Corporate
Governance.
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    The Exchange has proposed initial and continued listing standards
for companies to be listed on BSTX that are substantially similar to
the current rules for NYSE American.\238\ These proposed listing
standards relate to the listing and delisting of companies, including
procedures and prerequisites for initial and continued listing on BSTX,
the obligations of issuers with Securities listed on BSTX, as well as
rules describing the application and qualification process, the
suspension and delisting process, and procedures for review of the
Exchange's listing determinations.\239\ The Commission has previously
determined that the initial and continued listing standards of NYSE
American are consistent with the Exchange Act.\240\ The Exchange states
that it did not integrate certain sections of NYSE American's listing
standards that the Exchange deemed were inapplicable to its operations,
such as with respect to types of securities that the Exchange does not
propose to make eligible for listing.\241\ The Exchange also proposes
to include certain listing standards that are substantially similar

to the rules of other national securities exchanges.\242\
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    \238\ See OIP, supra note 7, 86 FR at 49439 (citing Parts 1-12
of the NYSE American Company Guide). The Exchange states that it
understands that the Commission has extended relief to NYSE American
with respect to certain quantitative listing standards that do not
meet the thresholds of Rule 3a51-1, and that initial listings of
securities that do not meet such thresholds and are not subject to
the relief provided to NYSE American would qualify as ``penny
stocks'' and would be subject to additional regulation. See
Amendment No. 2, supra note 9, at 106 (citing 17 CFR 240.3a51-1);
Amendment No. 3, supra note 10, at 4-5. The Exchange states that it
is not seeking relief related to Rule 3a51-1 and describes certain
adjustments made to the proposed BSTX rules to meet the requirements
in Rule 3a51-1. See Amendment No. 2, supra note 9, at 106; Amendment
No. 3, supra note 10, at 4-5.
    \239\ See proposed BSTX Rules 26000 Series (BSTX Listing Rules
Other Than for Exchange Traded Products), 26200 Series (Original
Listing Procedures), 26300 Series (Additional Listings), 27000
Series (Suspension and Delisting), 27100 Series (Guide to Filing
Requirements), and 27200 Series (Procedures for Review of Exchange
Listing Determinations).
    \240\ See, e.g., Securities Exchange Act Release Nos. 59050
(December 3, 2008), 73 FR 75144 (December 10, 2008) (SR-Amex-2008-
70) (approving revisions to the listing process and removal of
alternative listing standards for American Stock Exchange LLC
(``Amex''), a predecessor to NYSE American); 53050 (January 3,
2006), 71 FR 1580 (January 10, 2006) (SR-Amex-2005-114) (approving
change to initial listing standards for Amex).
    \241\ See Amendment No. 2, supra note 9, at 103 n.301. For
example, the Exchange does not propose to list bonds, debentures,
securities of foreign companies (other than Canadian companies), or
investment trusts. See id. The Exchange also does not propose to
allow the issuance of fractional shares of Securities. See id. at
114.
    \242\ See, e.g., Amendment No. 3, supra note 10, at 5-6 (stating
that the Exchange is including initial listing standards for
preferred securities and secondary classes based on Nasdaq Rule
5510).
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    In addition, the Exchange has proposed initial and continued
listing standards for ETP-related securities to be listed on BSTX that
are substantially similar to the rules of NYSE Arca, Inc. (``NYSE
Arca'').\243\ These initial and continued listing standards relate to
the specific types of ETPs that the Exchange proposes to make eligible
for listing on BSTX.\244\ The Exchange states that the proposed rules
do not include certain products that are supported by NYSE Arca but
that the Exchange does not plan to offer.\245\ The Commission has
previously determined that the ETP-related listing standards of NYSE
Arca are consistent with the Exchange Act.\246\
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    \243\ See OIP, supra note 7, 86 FR at 49442 (citing to NYSE Arca
Rules 5.2-E(j)(3), 5.2-E(j)(6), 5.2-E(j)(8), 8.200-E, 8.201-E,
8.600-E, 8.601-E, and 8.900-E).
    \244\ See proposed BSTX Rules 28000 (Investment Company Units),
28001 (Equity Index-Linked Securities, Commodity-Linked Securities,
Currency-Linked Securities, Fixed Income Index-Linked Securities,
Futures-Listed Securities, and Multifactor Index-Linked Securities),
28002 (Exchange-Traded Fund Shares), 28003 (Trust Issued Receipts),
28004 (Commodity-Based Trust Shares), 28005 (Managed Fund Shares),
28006 (Active Proxy Portfolio Shares), and 28007 (Managed Portfolio
Shares).
    \245\ See OIP, supra note 7, 86 FR at 49443 (stating that the
Exchange will not support trading in a Nasdaq-100 Index Product,
Currency Trust Shares, or Commodity Index Trust Shares).
    \246\ See, e.g., Securities Exchange Act Release Nos. 44551
(July 12, 2001), 66 FR 37716 (July 19, 2001) (PCX-2001-14)
(approving generic listing standards for investment company units
and portfolio depository receipts for Pacific Exchange, Inc.
(``PCX''), a predecessor to NYSE Arca); 52204 (August 3, 2005), 70
FR 46559 (August 10, 2005) (PCX-2005-63) (approving PCX's generic
listing standards for index-linked securities); 78397 (July 22,
2016), 81 FR 49320 (July 27, 2016) (NYSEArca-2015-110) (approving
NYSE Arca's generic listing standards for managed fund shares).
---------------------------------------------------------------------------

    Accordingly, the Commission finds that the Exchange's proposed
initial and continued listing requirements, including the procedures
for listing and delisting securities, are consistent with the Exchange
Act, and Section 6(b)(5) of the Exchange Act \247\ in particular, and
its requirements that the rules of a national securities exchange be
reasonably designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principals of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest; and that the rules not be designed to permit unfair
discrimination between customers, issuers, brokers, or dealers. The
Commission also finds that procedures for listing and delisting
securities, including the procedures for challenging the Exchange's
listing determinations, are consistent with Section 6(b)(7) of the
Exchange Act,\248\ which requires, among other things, that the rules
of a national securities exchange provide a fair procedure for the
prohibition or limitation by the exchange of any person with respect to
access to services offered by the exchange.
---------------------------------------------------------------------------

    \247\ 15 U.S.C. 78f(b)(5).
    \248\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------

Corporate Governance Standards
    The development and enforcement of meaningful corporate governance
listing standards for a national securities exchange is of substantial
importance to financial markets and the investing public, especially
given investor expectations regarding the nature of companies that have
achieved an exchange listing for their securities.\249\ The corporate
governance standards embodied in the listing standards of national
securities exchanges, in particular, play an important role in assuring
that exchange-listed companies observe good governance practices
including safeguarding the interests of shareholders.\250\
---------------------------------------------------------------------------

    \249\ See, e.g., Securities Exchange Act Release Nos. 85374
(March 20, 2019), 84 FR 11354, 11356 (March 26, 2019); 91567 (April
14, 2021), 86 FR 20556, 20559 (April 20, 2021).
    \250\ See, e.g., Securities Exchange Act Release Nos. 85374
(March 20, 2019), 84 FR 11354, 11356 (March 26, 2019); 91567 (April
14, 2021), 86 FR 20556, 20559 (April 20, 2021).
---------------------------------------------------------------------------

    The Exchange proposes corporate governance standards in connection
with Securities to be listed and traded on BSTX that are substantially
similar to the corporate governance standards for listed issuers of
NYSE American.\251\ These corporate governance standards for listed
issuers include policies relating to disclosures, the handling of stock
dividends and splits, accounting, shareholder meetings and voting, and
required notifications to the Exchange, as well as standards for the
issuer's corporate structure and its board of directors and committees
thereof.\252\ Further, these standards include rules requiring a
majority of directors on a listed issuer's board to be independent,
rules and independence requirements relating to audit and compensation
committees and the oversight of nominations, and rules requiring listed
issuers to adopt codes of conduct applicable to all their directors,
officers, and employees.\253\ The Commission has previously determined
that the corporate governance standards for listed issuers of NYSE
American are consistent with the Exchange Act.\254\ The Exchange also
proposes to require listed companies to maintain an internal audit
function pursuant to a rule that is substantially similar to the
requirements of IEX.\255\
---------------------------------------------------------------------------

    \251\ See OIP, supra note 7, at 49442 (citing to NYSE American
Sections 401-404, 501-522, 603-624, 701-726, 801-809, and 920-994).
    \252\ See proposed BSTX Rule 26400 Series (Disclosure Policies),
26500 Series (Dividends and Splits), 26600 Series (Accounting;
Annual and Quarterly Reports), 26700 Series (Shareholders' Meetings,
Approval and Voting of Proxies), 26800 Series (Corporate
Governance), and 26900 Series (Additional Matters).
    \253\ See proposed BSTX Rules 26802, 26803, and 27807.
    \254\ See, e.g., Securities Exchange Act Release Nos. 48863
(December 1, 2003), 68 FR 68432 (December 8, 2003) (SR-Amex-2003-65)
(approving proposal to enhance the corporate governance requirements
applicable to listed companies for Amex); 54851 (November 30, 2006),
71 FR 71201 (December 8, 2006) (SR-Amex-2006-48) (approving
exchange's independent director and audit committee corporate
governance standards for Amex).
    \255\ See Amendment No. 2, supra note 9, at 115 (citing to IEX
Rule 14.414). See also proposed BSTX Rule 26801(i).
---------------------------------------------------------------------------

    The Commission finds that BSTX's proposed corporate governance
standards for listed issuers contained in BSTX's proposed rules are
consistent with the Exchange Act, and in particular Section 6(b)(5) of
the Exchange Act and its requirements that the rules of a national
securities exchange be reasonably designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and a national market system, and, in
general, to protect investors and the public interest; and are not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. The Commission further finds that BSTX's proposed
rules satisfy the requirements of Section 10A(m) of the Exchange Act
and Rule 10A-3 thereunder and Section 10C of the Exchange Act and Rule
10C-1 thereunder, relating to audit and compensation committees,
respectively.\256\ The Commission believes that BSTX's corporate
governance standards for listed issuers that require a fully
independent audit committee are designed to promote independent and
objective review and oversight of the accounting and auditing practices
of listed issuers and to enhance audit committee independence,
authority, and responsibility by implementing the standards set forth
in

Rule 10A-3.\257\ In addition, the Commission believes that BSTX's
proposed requirements relating to independent compensation committees
for listed issuers would benefit investors by implementing the
standards set forth in Rule 10C-1, which requires that the independent
directors of a listed issuer oversee executive compensation matters,
consider independence criteria before retaining compensation advisers,
and have responsibility for the appointment, compensation, and
oversight of these advisers.\258\ Corporate governance standards play
an important role in assuring that companies listed for trading on the
national securities exchanges' markets have a reasoned, fair, and
impartial approach for determining the compensation of corporate
executives.\259\ The Commission believes that the Exchange's rules will
foster greater transparency, accountability, and objectivity in the
oversight of compensation practices of listed issuers and in the
decision-making processes of their compensation committees.\260\
---------------------------------------------------------------------------

    \256\ See 15 U.S.C. 78j-1(m); 15 U.S.C. 78j-3; 17 CFR 240.10A-3;
17 CFR 240.10C-1.
    \257\ See Securities Exchange Act Release No. 47654 (April 9,
2003), 68 FR 18788 (April 16, 2003).
    \258\ See Securities Exchange Act Release No. 67220 (June 20,
2012), 77 FR 38422, 38425 (June 27, 2012).
    \259\ See proposed BSTX Rule 26805. See, e.g., Securities
Exchange Act Release No. 68640 (January 11, 2013), 78 FR 4554, 4563
(January 22, 2013) (SR-NASDAQ-2012-109) (``Nasdaq 2012 Order'')
(approving proposal relating to rules for compensation committees
for listed companies).
    \260\ See, e.g., Nasdaq 2012 Order, supra note 259 (finding
Nasdaq compensation committee rules consistent with the Exchange
Act). See also, e.g., Securities Exchange Act Release Nos. 68639
(January 11, 2013), 78 FR 4570 (January 22, 2013) (order approving
NYSE's compensation committee rules, which was cited by Nasdaq as
precedent for a subsequent amendment to its own rules that was filed
on an immediately effective basis); 71037 (December 11, 2013), 78 FR
76179 (December 16, 2013) (SR-NASDAQ-2013-147).
---------------------------------------------------------------------------

Regulation

    The Exchange states that in connection with the operation of BSTX,
it will leverage many of the Exchange's existing regulatory
structures.\261\ The Exchange states that it will extend its Regulatory
Services Agreement with FINRA to cover BSTX Participants and trading on
the BSTX System, and this Regulatory Services Agreement will govern
many aspects of the regulation and discipline of BSTX
Participants.\262\ According to the Exchange, the Exchange will
regulate the listing of Securities, authorize BSTX Participants to
trade on the BSTX System, and conduct surveillance of Security trading
on the BSTX System.\263\ The Exchange states that, consistent with the
Exchange's existing regulatory structure, the Exchange's Chief
Regulatory Officer will have general supervision of the regulatory
operations of BSTX, including responsibility for overseeing the
surveillance, examination, and enforcement functions and for
administering all regulatory services agreements applicable to
BSTX.\264\ The Exchange states that its existing Regulatory Oversight
Committee will be responsible for overseeing the adequacy and
effectiveness of the Exchange's regulatory and self-regulatory
organization responsibilities, including those applicable to BSTX.\265\
---------------------------------------------------------------------------

    \261\ See OIP, supra note 7, 86 FR at 49448.
    \262\ See id. The Exchange states that, as is the case with the
Exchange's options trading platform, the Exchange will supervise
FINRA and bear ultimate regulatory responsibility for BSTX. See id.
    \263\ See id.
    \264\ See id.
    \265\ See id. at 49448-49.
---------------------------------------------------------------------------

    The Exchange proposes specific business conduct and operational
rules for BSTX Participants that include rules covering similar subject
matter as existing Exchange Rules applicable to Options
Participants.\266\ The Exchange also proposes to adopt proposed BSTX
Rule 24000 (Discipline and Summary Suspension), which provides that the
provisions of the Exchange's existing BOX Rule 11000 Series (Summary
Suspension), 12000 Series (Discipline), 13000 Series (Review of Certain
Exchange Actions), and 14000 Series (Arbitration) shall be applicable
to BSTX Participants and trading on the BSTX System.\267\ According to
the Exchange, the Exchange already has Rules pertaining to discipline
and suspension of Exchange Participants that it proposes to extend to
BSTX Participants and trading on the BSTX System.\268\
---------------------------------------------------------------------------

    \266\ See id. at 49427-30 (discussing proposed BSTX Rules
regarding Business Conduct for BSTX Participants (Rule 19000
Series), Financial and Operational Rules for BSTX Participants (Rule
20000 Series), Supervision (Rule 21000 Series) and Miscellaneous
Provisions (Rule 22000 Series)).
    \267\ See id. at 49430-31; proposed BSTX Rule 24000. The
Exchange proposes to make conforming edits to certain existing
Exchange Rules to expand their coverage to all Participants. See
proposed BOX Rules 11010 and 11030.
    \268\ See OIP, supra note 7, 86 FR at 49431.
---------------------------------------------------------------------------

    In addition to the Exchange's other disciplinary rules, the
Exchange's Minor Rule Violation Plan (``MRVP'') specifies those
uncontested minor rule violations with sanctions not exceeding $2,500
that would not be subject to the provisions of Rule 19d-1(c)(1) under
the Exchange Act \269\ requiring that an SRO promptly file notice with
the Commission of any final disciplinary action taken with respect to
any person or organization.\270\ The Exchange's MRVP includes the
policies and procedures set forth in existing BOX Rule 12140
(Imposition of Fines for Minor Violations).\271\ The Exchange proposes
to amend its MRVP to add certain rules relating to BSTX to the list of
rules eligible for MRVP treatment, by amending BOX Rule 12140 and
adopting proposed BSTX Rule 24010.\272\ Specifically, the Exchange
proposes to modify BOX Rule 12140 to specify that rules and penalties
relating to trading on BSTX are set forth in proposed BSTX Rule
24010.\273\ The Exchange also proposes to set forth a fine schedule for
violations of certain rules related to activity on BSTX and provide
that a subsequent violation is calculated on the basis of a rolling 12-
month period.\274\ The Exchange states that the rules that it proposes
to include in its MRVP are comparable to the rules included in the
MRVPs of other national securities exchanges.\275\
---------------------------------------------------------------------------

    \269\ 17 CFR 240.19d-1(c)(1).
    \270\ See OIP, supra note 7, 86 FR at 49443.
    \271\ See id.
    \272\ See Amendment No. 2, supra note 9, at 121.
    \273\ See OIP, supra note 7, 86 FR at 49443; proposed BOX Rule
12140(f). The Exchange also proposes to make conforming changes to
replaced references to ``Options Participant'' with ``Participant.''
See proposed BOX Rule 12140.
    \274\ See proposed BSTX Rule 24010. The Exchange proposes that
violations of the following rules would be appropriate for
dispositions under the MRVP: proposed BSTX Rule 19180
(Communications with the Public), proposed BSTX Rule 20000
(Maintenance, Retention and Furnishing of Records), proposed BSTX
Rule 25070 (Consolidated Audit Trail), proposed BSTX Rule 25130
(Locking or Crossing Quotations in NMS Stocks), proposed BSTX Rule
25210(a)(1) (BSTX Market Maker Two-Sided Quote Obligation), and
proposed BSTX Rule 25120 (Short Sales). See proposed BSTX Rule
24010(b).
    \275\ See Amendment No. 2, supra note 9, at 122 (citing to IEX
Rule 9.218, Cboe BZX Rule 8.15.01, and MIAX Pearl Rule 1014(d)(15)).
---------------------------------------------------------------------------

    The Exchange represents that it plans to join the multi-party Rule
17d-2 Plan for Allocation of Regulatory Responsibilities Regarding
Regulation NMS and is in the process of joining certain Rule 17d-2
agreements, including those applicable to equities trading and equities
market surveillance.\276\ The Exchange states that it is a participant
in the NMS plan related to the Consolidated Audit Trail, and that it
intends to join the Order Execution Quality Disclosure Plan, the LULD
Plan, and the applicable plans for the consolidation and dissemination
of

market data.\277\ The Exchange also states that it will ensure that its
membership in the Intermarket Surveillance Group extends to the BSTX
facility.\278\
---------------------------------------------------------------------------

    \276\ See id. at 143. Rule 17d-2 provides that any two or more
SROs may file with the Commission a plan for allocating among such
SROs the responsibility to receive regulatory reports from persons
who are members or participants of more than one of such SROs to
examine such persons for compliance, or to enforce compliance by
such persons, with specified provisions of the Exchange Act, the
rules and regulations thereunder, and the rules of such SROs, or to
carry out other specified regulatory functions with respect to such
persons. See 17 CFR 240.17d-2.
    \277\ See Amendment No. 2, supra note 9, at 144.
    \278\ See id.
---------------------------------------------------------------------------

    According to the Exchange, the Exchange will perform automated
surveillance of trading on BSTX for the purposes of maintaining a fair
and orderly market at all times and monitor BSTX to identify unusual
trading patterns and determine whether particular trading activity
requires further regulatory investigation by FINRA.\279\ The Exchange
states that it will oversee the process for determining and
implementing trading halts, identifying and responding to unusual
market conditions, and administering the Exchange's process for
identifying and remediating ``clearly erroneous trades'' pursuant to
proposed BSTX Rule 25110.\280\
---------------------------------------------------------------------------

    \279\ See OIP, supra note 7, 86 FR at 49449. The Exchange states
that it currently does this for options. See id.
    \280\ See id.
---------------------------------------------------------------------------

    The Exchange has also proposed BSTX Rules 25050 and 25080(b)(3) to
comply with the LULD Plan.\281\ Proposed BSTX Rule 25080(b)(3) provides
that, for any execution to occur during Regular Trading Hours, such
executions must comply with the LULD plan, as set forth in BSTX Rule
25050.\282\ Proposed BSTX Rule 25050 describes the Exchange's order
handling procedures to comply with the LULD Plan.\283\
---------------------------------------------------------------------------

    \281\ See id. at 49433. The Exchange represents that it intends
to join the LULD Plan prior to the commencement of trading
Securities. See id.
    \282\ See proposed BSTX Rule 25080(b)(3).
    \283\ See proposed BSTX Rule 25050. See also supra note 125
(discussing how proposed BSTX Rule 25050 is substantially similar to
the rules of other national securities exchanges adopted in
connection with the LULD Plan).
---------------------------------------------------------------------------

    The Exchange's proposed regulatory structure raises no new
regulatory issues. Accordingly, the Commission finds that the
Exchange's proposed regulatory structure, including the Exchange's
proposed application of its existing rules to BSTX and BSTX
Participants' conduct, the Exchange's commitment to establish new or
expand existing agreements with third-parties including FINRA for
purposes such as surveillance, member discipline, and overseeing and
enforcing compliance with BSTX rules, and proposed BSTX Rule 25050
requiring compliance with the LULD Plan are consistent with the
Exchange Act and, in particular, the Section 6(b)(5) requirement that a
national securities exchange's rules be designed to promote just and
equitable principles of trade, remove impediments to and perfect the
mechanisms of a free and open market and a national market system, and
protect investors and the public interest.\284\ The Commission also
finds that the Exchange's proposed regulatory structure is consistent
with the requirements of Section 6(b)(1) of the Exchange Act, which
requires a national securities exchange to be so organized and have the
capacity to be able to carry out the purposes of the Exchange Act and
to comply, and to enforce compliance by its members and persons
associated with its members, with the Exchange Act and the rules and
regulations thereunder, and the rules of the Exchange,\285\ and with
Sections 6(b)(6) and 6(b)(7) of the Exchange Act,\286\ which require an
Exchange to provide fair procedures for the disciplining of members and
persons associated with members.
---------------------------------------------------------------------------

    \284\ See 15 U.S.C. 78f(b)(5).
    \285\ 15 U.S.C. 78f(b)(1).
    \286\ 15 U.S.C. 78f(b)(6) and (b)(7).
---------------------------------------------------------------------------

    Finally, the Commission finds that the proposed changes to the
Exchange's MRVP are consistent with the public interest, the protection
of investors, or otherwise in furtherance of the purpose of the
Exchange Act, as required by Rule 19d-1(c)(2) under the Exchange
Act,\287\ which governs minor rule violation plans. The Commission
believes that BOX Rule 12140 is an effective way to discipline a member
for a minor violation of a rule. The Commission believes that the
Exchange's proposal to add rules related to BSTX to the list of rules
that are eligible for minor rule violation plan treatment is consistent
with the Exchange Act because it may help the Exchange's ability to
better carry out its oversight and enforcement responsibilities.
---------------------------------------------------------------------------

    \287\ 17 CFR 240.19d-1(c)(2).
---------------------------------------------------------------------------

    In approving the proposed changes to the Exchange's MRVP, the
Commission in no way minimizes the importance of complying with the
Exchange's rules and all other rules subject to fines under BOX Rule
12140 and proposed BSTX Rule 24010. The Commission believes that a
violation of any SRO's rules, as well as Commission rules, is a serious
matter. However, BOX Rule 12140 and proposed BSTX Rule 24010 provide a
reasonable means of addressing rule violations that may not rise to the
level of requiring formal disciplinary proceedings, while providing
greater flexibility in handling certain violations. Consistent with its
rules and the requirements of the Exchange Act, the Commission expects
that the Exchange will continue to conduct surveillance with due
diligence and make a determination based on its findings, on a case-by-
case basis, whether a fine of more or less than the recommended amount
is appropriate for a violation under BOX Rule 12140 and proposed BSTX
Rule 24010 or whether a violation requires formal disciplinary action.

Section 11(a) of the Exchange Act

    Section 11(a)(1) of the Exchange Act \288\ prohibits a member of a
national securities exchange from effecting transactions on that
exchange for its own account, the account of an associated person, or
an account over which it or its associated person exercises investment
discretion (collectively, ``covered accounts'') unless an exception
applies. Rule 11a2-2(T) under the Exchange Act,\289\ known as the
``effect versus execute'' rule, provides exchange members with an
exemption from the Section 11(a)(1) prohibition. Rule 11a2-2(T) permits
an exchange member, subject to certain conditions, to effect
transactions for covered accounts by arranging for an unaffiliated
member to execute transactions on the exchange. To comply with Rule
11a2-2(T)'s conditions, a member: (i) Must transmit the order from off
the exchange floor; (ii) may not participate in the execution of the
transaction once it has been transmitted to the member performing the
execution; \290\ (iii) may not be affiliated with the executing member;
and (iv) with respect to an account over which the member or an
associated person has investment discretion, neither the member nor its
associated person may retain any compensation in connection with
effecting the transaction except as provided in the Rule.
---------------------------------------------------------------------------

    \288\ 15 U.S.C. 78k(a)(1).
    \289\ 17 CFR 240.11a2-2(T).
    \290\ This prohibition also applies to associated persons. The
member may, however, participate in clearing and settling the
transaction.
---------------------------------------------------------------------------

    In a letter to the Commission, the Exchange requests that the
Commission concur with the Exchange's conclusion that Exchange members
that enter orders into the BSTX System satisfy the conditions of Rule
11a2-2(T).\291\ For the reasons set forth below, the Commission
believes that members entering orders into the BSTX System could
satisfy the requirements of Rule 11a2-2(T).
---------------------------------------------------------------------------

    \291\ See Letter from Lisa Fall, President, BOX, dated December
23, 2021 (``BSTX 11(a) Letter'') available on the Commission's
website at: https://www.sec.gov/comments/sr-box-2021-06/srbox202106-20110741-264607.pdf.
---------------------------------------------------------------------------

    The Rule's first condition is that orders for covered accounts be
transmitted from off the exchange floor. In the context of automated
trading

systems, the Commission has found that the off-floor transmission
condition is met if a covered account order is transmitted from a
remote location directly to an exchange's floor by electronic
means.\292\ The Exchange has represented that BSTX does not have a
physical trading floor, and the BSTX System will receive orders from
members electronically through remote terminals or computer-to-computer
interfaces.\293\ The Commission believes that the BSTX System satisfies
this off-floor transmission condition.
---------------------------------------------------------------------------

    \292\ See, e.g., Securities Exchange Act Release Nos. 78101
(June 17, 2016), 81 FR 41141 (June 23, 2016) (order approving IEX
exchange registration); 75650 (August 7, 2015), 80 FR 48600 (August
13, 2015) (order approving EDGX Options as an options trading
facility of the EDGX Exchange, Inc.); 61419 (January 26, 2010), 75
FR 5157 (February 1, 2010) (order approving the BATS Options as an
options trading facility of the BATS Exchange, Inc.); 49068 (January
13, 2004), 69 FR 2775 (January 20, 2004) (order approving the Boston
Options Exchange as an options trading facility of the Boston Stock
Exchange); 44983 (October 25, 2001), 66 FR 55225 (November 1, 2001)
(order approving Archipelago Exchange as electronic trading facility
of the Pacific Exchange); 29237 (May 24, 1991), 56 FR 24853 (May 31,
1991) (regarding NYSE's Off-Hours Trading Facility); 15533 (January
29, 1979), 44 FR 6084 (January 31, 1979) (``1979 Release''); and
14563 (March 14, 1978), 43 FR 11542 (March 17, 1978) (``1978
Release'') (regarding NYSE's Designated Order Turnaround System).
    \293\ See BSTX 11(a) Letter, supra note 291, at 3.
---------------------------------------------------------------------------

    The second condition states that the member and any associated
person not participate in the execution of its order after the order
has been transmitted. The Exchange has represented that at no time
following the submission of an order is a member or an associated
person of the member able to acquire control or influence over the
result or timing of the order's execution.\294\ According to the
Exchange, the execution of a member's order is determined solely by
what quotes and orders are present in the BSTX System at the time the
member submits the order, and the order priority based on the BSTX
rules.\295\ Accordingly, the Commission believes that a member and its
associated persons do not participate in the execution of an order
submitted to the BSTX System.
---------------------------------------------------------------------------

    \294\ See id. at 4.
    \295\ See id. The Exchange states that a member may cancel or
modify the order, or modify the instructions for executing the
order, provided such cancellations or modifications are transmitted
from off an exchange floor. See id. at 3 (citing the 1978 Release).
The Commission has stated that the non-participation requirement is
satisfied under such circumstances, so long as such modifications or
cancellations are also transmitted from off the floor. See 1978
Release, supra note 292 (stating that the ``non-participation
requirement does not prevent initiating members from canceling or
modifying orders (or the instructions pursuant to which the
initiating member wishes orders to be executed) after the orders
have been transmitted to the executing member, provided that any
such instructions are also transmitted from off the floor'').
---------------------------------------------------------------------------

    The third condition states that the order be executed by an
exchange member who is unaffiliated with the member initiating the
order. The Commission has stated that this condition is satisfied when
automated exchange facilities are used, as long as the design of these
systems ensures that members do not possess any special or unique
trading advantages in handling their orders after transmitting them to
the exchange.\296\ The Exchange has represented that the design of the
BSTX System ensures that no member has any special or unique trading
advantage in the handling of its orders after transmitting its orders
to the Exchange.\297\ Based on the Exchange's representation that the
design of the BSTX System ensures that no member has any special or
unique trading advantage in the handling of its orders after
transmitting its orders to BSTX, the Commission believes that the BSTX
System satisfies this condition of Rule 11a2-2(T).
---------------------------------------------------------------------------

    \296\ In considering the operation of automated execution
systems operated by an exchange, the Commission has stated that
while there is not an independent executing exchange member, the
execution of an order is automatic once it has been transmitted into
the system. Because the design of these systems ensures that members
do not possess any special or unique trading advantages in handling
their orders after transmitting them to the exchange, the Commission
has stated that executions obtained through these systems satisfy
the independent execution requirement of Rule 11a2-2(T). See 1979
Release, supra note 292.
    \297\ See BSTX 11(a) Letter, supra note 291, at 4. The Exchange
also states that access to the BSTX Market Data Blockchain will not
allow a member or an associated person of such member to acquire
control or influence over the result or timing of an order's
execution. See id.
---------------------------------------------------------------------------

    Fourth, in the case of a transaction effected for an account with
respect to which the initiating member or an associated person thereof
exercises investment discretion, neither the initiating member nor any
associated person thereof may retain any compensation in connection
with effecting the transaction, unless the person authorized to
transact business for the account has expressly provided otherwise by
written contract referring to Section 11(a) of the Exchange Act and
Rule 11a2-2(T) thereunder.\298\ Members trading for covered accounts
over which they exercise investment discretion must comply with this
condition in order to rely on the rule's exemption.\299\
---------------------------------------------------------------------------

    \298\ 17 CFR 240.11a2-2(T)(a)(2)(iv). In addition, Rule 11a2-
2(T)(d) requires a member or associated person authorized by written
contract to retain compensation, in connection with effecting
transactions for covered accounts over which such member or
associated persons thereof exercises investment discretion, to
furnish at least annually to the person authorized to transact
business for the account a statement setting forth the total amount
of compensation retained by the member in connection with effecting
transactions for the account during the period covered by the
statement. See 17 CFR 240.11a2-2(T)(d). See also 1978 Release, supra
note 292 (stating ``[t]he contractual and disclosure requirements
are designed to assure that accounts electing to permit transaction-
related compensation do so only after deciding that such
arrangements are suitable to their interests'').
    \299\ See BSTX 11(a) Letter, supra note 291, at 4-5.
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment Nos. 2 and 3 to the Proposed
Rule Change

    Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment Nos. 2 and 3 are consistent with
the Exchange 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-BOX-2021-06 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-BOX-2021-06. 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 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. 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-BOX-2021-06, and should be
submitted on or before February 23, 2022.

V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment Nos. 2 and 3

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment Nos. 2 and 3, prior to the thirtieth
day after the date of publication of notice of the filing of Amendment
Nos. 2 and 3 in the Federal Register. The Commission notes that the
original proposal and the proposal as modified by Amendment No. 1 were
published for comment in the Federal Register.\300\
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    \300\ See Notice, supra note 3; OIP, supra note 7.
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    In Amendment No. 2, the Exchange revised the proposal to: (i)
Provide additional information regarding the connectivity and co-
location services that will be offered at the Exchange's primary data
center, including equidistant cabling arrangements; (ii) state that,
pursuant to its authority under proposed BSTX Rule 26101, the Exchange
would not permit an issuer to list a new class of securities on BSTX
that is not distinct from an existing class of securities of the
issuer; (iii) modify proposed rule text regarding the proposed BSTX
Market Data Blockchain to clarify that non-BSTX Participants will have
access to anonymized, general market data and specify what fields are
included in this data, to specify that the market data will apply to
trading activity for regular trading hours, and to clarify that users
will view the data through an application programming interface; (iv)
modify proposed rule text related to the proposed order parameter that
would be used to preference T+0 settlement to add the T+0 Cut-Off Time
by which an execution must occur to be eligible for T+0 settlement; (v)
provide additional description to clarify operation of the proposed
BSTX Market Data Blockchain and proposed optional order parameter for
T+0 or T+1 settlement; and (vi) make technical and conforming changes.
The Commission believes that these changes help to clarify the proposal
and address concerns raised by commenters regarding the Exchange's
equidistant cabling arrangements and the potential for listing a class
of securities that has the same economic and voting rights as a class
of securities listed on another national securities exchange. The
Commission also believes that the changes regarding General Market Data
on the BSTX Market Data Blockchain help to clarify access for non-BSTX
Participants and how the Exchange will anonymize the data. The
Commission further believes that the addition of the T+0 Cut-Off Time
will help to ensure that trades submitted to NSCC for T+0 settlement
are received by NSCC before NSCC's cut-off time and thus can be settled
using the consolidated net settlement process, and that the additional
explanation regarding the order parameter for T+0 and T+1 settlement
helps to clarify how this functionality will operate.
    In addition, the Exchange made several changes in Amendment No. 2
to bring the proposed rules into closer alignment with the rules of
other national securities exchanges on which equities securities are
traded, including by: (i) Modifying certain trading rules regarding
securities eligible for trading, prohibitions against trading ahead of
customer orders, round lots, minimum price variants, auctions used to
open or reopen trading, the dissemination of market data concerning
such auctions, risk controls, market maker registration process and
obligations, business conduct, trading practices, maintaining books and
records, off-exchange transactions, scope of the MRVP, trade reporting
and the dissemination of quotations, clearly erroneous executions, and
locking and crossing quotations; (ii) eliminating a proposed rule
regarding an audit trail that has been superseded by rules pertaining
to the Consolidated Audit Trail; (iii) modifying certain proposed
listing standards regarding the listing of secondary classes and
preferred stock, the required number of market makers, requirements for
securities of foreign issuers that would apply to the listing of
Canadian issuers, the listing of securities subject to an exemption
from Exchange Act registration, the method of computing the payment of
cash in lieu of fractional shares, the settlement timing of securities
transactions, requirements to notify the Exchange before engaging in
activities relating to a proxy contest, requirements that listed
companies establish and maintain an internal audit function, the
calculation of regulatory transaction fees under Section 31 of the
Exchange Act, and the distribution of funds in the event of liquidation
of the Exchange; and (iv) eliminating a proposed listing requirement
that an applicant provide a legal opinion that its security qualifies
as a security under applicable United States securities laws. The
Exchange also made changes in Amendment Nos. 2 and 3 to certain
quantitative listing requirements to comply with the thresholds and
other terminology in Rule 3a51-1. The Commission believes that these
changes help make these aspects of the proposal substantially similar
to the existing rules of national securities exchanges.
    Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Exchange Act,\301\ to approve the proposed rule change,
as modified by Amendment Nos. 2 and 3, on an accelerated basis.
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    \301\ 15 U.S.C. 78f(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act \302\ and Rule 19d-1(c)(2) thereunder,\303\ that the
proposed rule change (SR-BOX-2021-06), as modified by Amendment Nos. 2
and 3 thereto, be, and it hereby is, approved on an accelerated basis.
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    \302\ 15 U.S.C. 78s(b)(2).
    \303\ 17 CFR 240.19d-1(c)(2).
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    Although the Commission's approval of the proposed rule change is
final, and the proposed rules are therefore effective, it is further
ordered that the operation of BSTX is conditioned on the satisfaction
of the requirements below:
    A. Participation in National Market System Plans Relating to
Equities Trading. BOX must join all relevant national market system
plans related to BSTX equities trading, including: (1) The Consolidated
Tape Association Plan, the Consolidated Quotation Plan, and the Nasdaq
UTP Plan (or any successors thereto); (2) the National Market System
Plan to Address Extraordinary Market Volatility; and (3) the National
Market System Plan Establishing Procedures Under Rule 605 of Regulation
NMS.
    B. Regulatory Services Agreement and Rule 17d-2 Agreements. BOX
must ensure that all necessary changes are made to its Regulatory
Services Agreement with FINRA and must be a party to the multi-party
Rule 17d-2 agreements applicable to BSTX equities trading and equities
market surveillance.
    C. Intermarket Surveillance Group. BOX must ensure that its
membership in the Intermarket Surveillance Group extends to the BSTX
facility.
    D. Governance Structure. BOX must ensure, consistent with the
requirements of Section 19(b) and Rule 19b-4, that it has adopted a
rule establishing BSTX as a facility of the Exchange.\304\
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    \304\ See also supra note 12 and accompanying text.
    \305\ 17 CFR 200.30-3(a)(12).

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    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\305\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-02086 Filed 2-1-22; 8:45 am]
BILLING CODE 8011-01-P