[Federal Register Volume 77, Number 190 (Monday, October 1, 2012)]
[Notices]
[Pages 59995-59998]
[FR Doc No: 2012-24040]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67923; File No. SR-NYSEARCA-2012-103]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Amending NYSE Arca Rules 3.2 and 3.3 and NYSE
Arca Equities, Inc. (``NYSE Arca Equities'') Rules 3.2 and 3.3 to
Expand the Eligibility Requirements for Service on Boards of Directors
and Committees

September 25, 2012.
    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 18, 2012, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') 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 self-regulatory
organization. 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 NYSE Arca Rules 3.2 and 3.3 and NYSE
Arca Equities, Inc. (``NYSE Arca Equities'') Rules 3.2 and 3.3 to
expand the eligibility requirements for service on boards of directors
and committees. 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend NYSE Arca Rules 3.2 and 3.3 and NYSE
Arca Equities Rules 3.2 and 3.3 to expand the eligibility requirements
for service on boards of directors and committees.
Amendments to NYSE Arca Rules
    Neither the Certificate of Incorporation nor the Bylaws of NYSE
Arca restrict the eligibility of persons who can serve as a non-Public
Director on the NYSE Arca Board of Directors or on committees.\4\
However, provisions of NYSE Arca Rules 3.2 and 3.3 require certain
Board and committee members to be OTP Holders \5\ or Allied Persons of
OTP Firms.\6\ An Allied Person is an individual who is (1) An employee
of an OTP Firm who controls such firm, (2) an employee of an OTP Firm
corporation who is a director or a principal executive officer of such
corporation, (3) an employee of an OTP Firm limited liability company
who is a manager or a principal executive officer of such limited
liability company, or (4) a general partner in an OTP Firm partnership;
each of these persons must be approved by the Exchange as an Allied
Person.\7\ The Exchange proposes to expand the eligibility to serve in
these Board and committee positions so that it includes OTP Holders,
Allied Persons of OTP Firms, and Associated Persons of OTP Firms.
``Associated Person'' is a broader term that means a person who is a
partner, officer, director, member of a limited liability company,
trustee of a business trust, employee of an OTP Firm, or any person
directly or indirectly controlling, controlled by or under common
control with an OTP Firm.\8\
---------------------------------------------------------------------------

    \4\ See NYSE Arca Certificate of Incorporation and Sections
3.02, 4.01, and 4.02 of the NYSE Arca Bylaws.
    \5\ OTP Holder means a natural person, in good standing, who has
been issued an Options Trading Permit (``OTP''), or has been named
as a nominee. See NYSE Arca Rule 1.1(q).
    \6\ OTP Firm means a sole proprietorship, partnership,
corporation, limited liability company, or other organization in
good standing who holds an OTP or upon whom an individual OTP Holder
has conferred trading privileges on the Exchange's trading
facilities. See NYSE Arca Rule 1.1(r).
    \7\ See NYSE Arca Rule 1.1(b).
    \8\ See NYSE Arca Rule 1.1(d).
---------------------------------------------------------------------------

Board of Directors
    Section 6(b)(3) of the Securities Exchange Act of 1934, as amended
(the ``Act''), requires that the rules of an exchange shall ``assure a
fair representation of its members in the selection of its directors
and administration of its affairs and provide that one or more
directors shall be representative of issuers and investors and not be
associated with a member of the exchange, broker, or dealer.'' \9\
Exchange members who serve on exchange boards thus are sometimes
referred to as ``fair representation directors.'' NYSE Arca Rule 3.2
sets forth a process for the nomination and selection of these
directors. Specifically, NYSE Arca Rule 3.2(b)(2)(C)(ii) provides that
the Nominating Committee may nominate OTP Holders or Allied Persons of
OTP Firms to serve on the NYSE Arca Board of Directors. In addition,
OTP Holders may submit a petition to the Exchange to nominate
additional eligible candidates if certain requirements are met.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b)(3).
---------------------------------------------------------------------------

    The Exchange proposes to expand the eligibility for fair
representation directors to include Associated Persons of OTP Firms.
The Exchange believes that current NYSE Arca Rule 3.2 is unnecessarily
exclusive and that the Exchange would benefit by expanding the pool of
candidates for these Board seats to include all employees of OTP Firms.
There may be employees of an OTP Firm who fall outside the definition
of Allied Person whose experience would significantly benefit the Board
of Directors and the Exchange.
    Permitting Associated Persons of OTP Firms to serve on the NYSE
Arca Board of Directors is consistent with the board composition
standards of at least five other self-regulatory organizations
(``SROs''). The Exchange's affiliate, New York Stock Exchange LLC
(``NYSE'') and NYSE MKT LLC (``NYSE MKT'') do not restrict fair
representation directors to trading permit holders or Allied
Persons.\10\ In addition, other exchanges specifically authorize the
industry representatives on their exchanges to include member firm
employees. For example, FINRA's Board of Governors includes Industry
Governors, who are defined as persons who are or have served in the
prior year as an officer, director (other than as an independent
director), employee or controlling

person of a broker-dealer.\11\ Thus, any person who is an employee of a
broker-dealer is eligible to be a member of FINRA's Board of Governors.
The NASDAQ Stock Market, Inc. (``NASDAQ'') \12\ and BATS Exchange, Inc.
(``BATS'') \13\ have similar compositional structures that permit a
broker-dealer employee to serve on their governing boards.
---------------------------------------------------------------------------

    \10\ See Article II, Section 2.03(a) of the Fourth Amended and
Restated Operating Agreement of NYSE (``NYSE Operating Agreement''),
available at https://usequities.nyx.com/sites/usequities.nyx.com/files/fourth_amended_and_restated_operating_agreement_of_nyse_llc.pdf, and Article II, Section 2.03(a) of the Third Amended
and Restated Operating Agreement of NYSE MKT (``NYSE MKT Operating
Agreement''), available at http://wallstreet.cch.com/MKT/pdf/operating_agreement.pdf.
    \11\ See FINRA Bylaws, Article I(t) and Article VII, Section
4(a), available at http://finra.complinet.com/en/display/display_viewall.html?rbid=2403&element_id=4598&record_id=5998.
    \12\ See Bylaws of NASDAQ, Article I(j) and Article IV, Section
4.3, available at http://www.nasdaq.com/investorrelations/Bylaws.pdf.
    \13\ See Amended and Restated Bylaws of BATS, Article I(o) and
Article III, Section 2, available at http://www.batstrading.com/resources/regulation/by_laws/Amended&RestatedBy-LawsBATSEx.pdf.
---------------------------------------------------------------------------

Committees
    Currently, NYSE Arca Rule 3.2(a) sets forth general provisions for
Options Committees. Specifically, NYSE Arca Rule 3.2(a)(8) states that
any OTP Holder of the Exchange in good standing, Allied Person of an
OTP Firm, or person from the public is eligible for appointment or
election to Options Committees. The Chief Executive Officer (``CEO'')
of the Exchange appoints eligible OTP Holders, Allied Persons of an OTP
Firm, and persons from the public to the positions so allocated on
Options Committees for a term of one year. Under NYSE Arca Rule
3.2(a)(9), the CEO of the Exchange may designate one or more OTP
Holders, an Allied Person of an OTP Firm, and persons from the public
as alternate members of any Options Committee, who may replace any
absent or disqualified member at any meeting of such committee.
    Current NYSE Arca Rule 3.2(b) sets forth provisions for three
specific Options Committees: the Ethics and Business Conduct Committee
(``EBCC''), the Nominating Committee, and the OTP Advisory Committee.
First, under NYSE Arca Rule 3.2(b)(1), the EBCC is made up primarily of
OTP Holders and Allied Persons of an OTP Firm. The EBCC is responsible
for and has the authority to examine the business conduct and financial
condition of OTP Holders, OTP Firms, and associated persons; conduct
hearings and render decisions in summary disciplinary actions and
proceedings; impose appropriate sanctions of expulsion, suspension,
fine, censure or any other fitting sanctions where the EBCC finds that
a violation within the disciplinary jurisdiction of the Exchange has
been committed; and require the production of detailed financial
reports of an OTP Holder or OTP Firm and such other operational reports
as it may deem relevant. Second, under NYSE Arca Rule 3.2(b)(2), the
Nominating Committee, which is made up of six OTP Holders, is
responsible for nominating fair representation directors for election
to the Exchange Board of Directors as described above. Third, under
NYSE Arca Rule 3.2(b)(3), the OTP Advisory Committee is made up of OTP
Holders and acts in an advisory capacity regarding rule changes related
to disciplinary matters and trading rules.
    Current NYSE Arca Rule 3.3 sets forth provisions for the Board
Appeals Committee, which is made up of the OTP Director(s), the ETP
Director(s) and all of the Public Directors of the NYSE Arca Board of
Directors. The Board Appeals Committee may appoint an Appeals Panel to
conduct reviews of disciplinary proceedings or may decide to conduct
review proceedings on its own.\14\ Under NYSE Arca Rule 3.3(a)(1)(B),
if an Appeals Panel is appointed, it must include at least one public
Director and at least one Director that is an OTP Holder or Allied
Person of an OTP Firm.
---------------------------------------------------------------------------

    \14\ See NYSE Arca Rule 10.8.
---------------------------------------------------------------------------

    As proposed above with respect to the Board of Directors, the
Exchange proposes to amend these provisions of NYSE Arca Rules 3.2 and
3.3 so that Associated Persons of OTP Firms would be eligible for
membership on the EBCC and Appeals Panels of the Board Appeals
Committee and both Allied Persons and Associated Persons of OTP Firms
would be eligible for membership on the Nominating Committee and OTP
Advisory Committee. The Exchange believes that the current Rules are
unnecessarily exclusive and that the Exchange would benefit by
expanding the pool of eligible candidates for these positions.
    Permitting Allied Persons and Associated Persons of OTP Firms to
serve in these positions also is consistent with the composition
standards of at least five other SROs. For example, committees of
FINRA's Board of Governors \15\ and FINRA appeals panels \16\ may
include employees of broker-dealers. Other exchanges, including
NYSE,\17\ NYSE MKT,\18\ NASDAQ,\19\ and BATS,\20\ have similar
committee composition provisions that do not prohibit a broker-dealer
employee to serve on committees and appeals panels. The proposed rule
change would make the Exchange's committee composition requirements
consistent with these other SROs by permitting Allied Persons and
Associated Persons to serve on the above-referenced Exchange committees
and panels.
---------------------------------------------------------------------------

    \15\ See FINRA Bylaws, Article IX, supra note 11.
    \16\ See FINRA Bylaws, Article I(x) and (nn) and Article V,
Section 5.2(a), supra note 11.
    \17\ See Article II, Section 2.03(h) of NYSE Operating
Agreement, supra note 10.
    \18\ See Article II, Section 2.03(h) of the NYSE MKT Operating
Agreement, supra note 10.
    \19\ See Bylaws of NASDAQ, Article I(j) and Article IV, Section
4.13, supra note 12, which provide for the appointment of ``Industry
Directors'' to committees.
    \20\ See Amended and Restated Bylaws of BATS, Article I(p) and
Article V, Section 2, supra note 13, which provides for the
appointment of ``Industry members'' to committees.
---------------------------------------------------------------------------

Amendments to NYSE Arca Equities Rules
    The Exchange proposes to make parallel changes to the NYSE Arca
Equities Rules. Neither the Certificate of Incorporation nor the Bylaws
of NYSE Arca Equities restrict the eligibility of persons who can serve
as a non-Public Director on the NYSE Arca Equities Board of Directors
or on committees.\21\ However, provisions of NYSE Arca Equities Rules
3.2 and 3.3 require certain Board and committee members to be ETP
Holders \22\ or Allied Persons \23\ of ETP Holders. The Exchange
proposes to expand the eligibility to serve in these Board and
committee positions so that it includes ETP Holders, Allied Persons of
ETP Holders, and Associated Persons \24\ of ETP Holders.
---------------------------------------------------------------------------

    \21\ See NYSE Arca Equities Certificate of Incorporation and
Sections 3.02, 4.01, and 4.02 of the NYSE Arca Equities Bylaws.
    \22\ ETP Holder means a sole proprietorship, partnership,
corporation, limited liability company or other organization in good
standing that has been issued an Equities Trading Permit. See NYSE
Arca Equities Rule 1.1(n).
    \23\ An Allied Person is an individual who is (1) An employee of
an ETP Holder who controls such firm, (2) an employee of an ETP
Holder corporation who is a director or a principal executive
officer of such corporation, (3) an employee of an ETP Holder
limited liability company who is a manager or a principal executive
officer of such limited liability company, or (4) a general partner
in an ETP Holder partnership; each of these persons must be approved
by NYSE Arca Equities as an Allied Person. See NYSE Arca Equities
Rule 1.1(c).
    \24\ ``Associated Person'' is a broader term that means a person
who is a partner, officer, director, member of a limited liability
company, trustee of a business trust, employee of an ETP Holder or
any person directly or indirectly controlling, controlled by or
under common control with an ETP Holder. See NYSE Arca Equities Rule
1.1(f).
---------------------------------------------------------------------------

Board of Directors
    NYSE Arca Equities Rule 3.2 sets forth a process for the nomination
and selection of fair representation directors. Specifically, NYSE Arca
Equities Rule 3.2(b)(2)(C)(i) provides that the

Nominating Committee may nominate ETP Holders or persons affiliated
with such ETP Holders to serve on the NYSE Arca Equities Board of
Directors and ETP Holders or Allied Persons of ETP Holders to serve on
the NYSE Arca Board of Directors. In addition, ETP Holders may submit a
petition to NYSE Arca Equities to nominate additional eligible
candidates for the NYSE Arca Equities and NYSE Arca Boards if certain
requirements are met.
    The Exchange proposes to expand the eligibility for fair
representation directors on the NYSE Arca Board to include Associated
Persons of ETP Holders. As noted with respect to the proposed rule
change to the NYSE Arca Rules, the Exchange believes that current NYSE
Arca Equities Rule 3.2 is unnecessarily exclusive and that the Exchange
would benefit by expanding the pool of candidates for these board seats
to include all employees of ETP Holders. There may be employees of an
ETP Holder who fall outside the definition of Allied Person whose
experience would significantly benefit the boards of directors and the
Exchange.
    Permitting Associated Persons of ETP Holders to serve on the boards
of directors is consistent with the board composition standards of at
least five other SROs. The Exchange's affiliates, NYSE and NYSE MKT do
not restrict fair representation directors to trading permit holders or
Allied Persons.\25\ In addition, other exchanges specifically authorize
the industry representatives on their exchanges to include member firm
employees, as noted above.\26\
---------------------------------------------------------------------------

    \25\ See supra note 10.
    \26\ See supra notes 11-13.
---------------------------------------------------------------------------

Committees
    Currently, NYSE Arca Equities Rule 3.2(a) sets forth general
provisions for Equities Committees. Specifically, NYSE Arca Equities
Rule 3.2(a)(8) states that any ETP Holder of NYSE Arca Equities in good
standing, Allied Person of an ETP Holder, or person from the public is
eligible for appointment or election to Equities Committees. The CEO of
NYSE Arca Equities appoints eligible ETP Holders, Allied Persons of an
ETP Holder, and persons from the public to the positions so allocated
on Equities Committees for a term of one year. Under NYSE Arca Equities
Rule 3.2(a)(9), the CEO of NYSE Arca Equities may designate one or more
ETP Holders, an Allied Person of an ETP Holder, and persons from the
public as alternate members of any Equities Committee, who may replace
any absent or disqualified member at any meeting of such committee.
    Current NYSE Arca Equities Rule 3.2(b) sets forth provisions for
three specific Equities Committees: The Business Conduct Committee
(``BCC''), the Nominating Committee, and the Member Advisory Committee.
First, under NYSE Arca Equities Rule 3.2(b)(1), the BCC is made up
primarily of ETP Holders and Allied Persons of an ETP Holder. The BCC
is responsible for and has the authority to examine the business
conduct and financial condition of ETP Holders and associated persons;
conduct hearings and render decisions in summary disciplinary actions
and proceedings; impose appropriate sanctions of expulsion, suspension,
fine, censure or any other fitting sanctions where the BCC finds that a
violation within the disciplinary jurisdiction of NYSE Arca Equities
has been committed; and require the production of detailed financial
reports of an ETP Holder and such other operational reports as it may
deem relevant. Second, under NYSE Arca Equities Rule 3.2(b)(2), the
Nominating Committee, which is made up of six ETP Holders, is
responsible for nominating fair representation directors for election
to the boards of directors as described above. Third, under NYSE Arca
Equities Rule 3.2(b)(3), the Member Advisory Committee acts in an
advisory capacity regarding rule changes related to disciplinary
matters and off-board trading rules.
    Current NYSE Arca Equities Rule 3.3 sets forth provisions for the
Board Appeals Committee, which is made up of at least one public
director and at least one director that is an ETP Holder or Allied
Person of an ETP Holder. The Board Appeals Committee may conduct
reviews of disciplinary proceedings.\27\
---------------------------------------------------------------------------

    \27\ See NYSE Arca Equities Rule 10.8.
---------------------------------------------------------------------------

    As proposed above with respect to the boards of directors, the
Exchange proposes to amend these provisions of NYSE Arca Equities Rules
3.2 and 3.3 so that Associated Persons of ETP Holders would be eligible
for membership on the BCC, the Member Advisory Committee, and the Board
Appeals Committee and both Allied Persons and Associated Persons of ETP
Holders would be eligible for membership on the Nominating Committee.
The Exchange believes that the current Rules are unnecessarily
exclusive and that the Exchange would benefit by expanding the pool of
eligible candidates for these positions.
    Permitting Allied Persons and Associated Persons of ETP Holders to
serve in these positions also is consistent with the composition
standards of at least five other SROs, as noted above.\28\ The proposed
rule change would make NYSE Arca Equities' committee composition
requirements consistent with these other SROs by permitting Allied
Persons and Associated Persons to serve on the above-referenced NYSE
Arca Equities committees.
---------------------------------------------------------------------------

    \28\ See supra notes 15-20.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b)(3) of the Act,\29\ which requires that the rules of
an exchange assure a fair representation of its members in the
selection of its directors and administration of its affairs and
provide that one or more directors shall be representative of issuers
and investors and not be associated with a member of the exchange,
broker, or dealer. The Exchange believes that including Associated
Persons in the eligibility requirements for boards and committees will
better represent the interests of the membership because eligibility
for positions will be expanded to a larger pool of appropriate
candidates.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f(b)(3).
---------------------------------------------------------------------------

    The Exchange notes that the proposed rule change would not affect
the number of fair representation candidates on the boards or any other
aspect of the boards' composition or the remainder of the boards'
nomination process. The proposed rule change also would not affect the
provision that persons subject to a statutory disqualification under
the Act could not serve on the Exchange's boards.
    The proposed rule change also furthers the objectives of Section
6(b)(6) of the Act,\30\ because it provides for appropriate discipline
for violations of Exchange rules and regulations. The Exchange believes
it would benefit from the expansion of available candidates with
industry knowledge that are eligible for membership on the Options and
Equities Committees that are involved in reviewing disciplinary actions
against OTP Holders, OTP Firms, and ETP Holders and advising on rule
changes related to disciplinary matters and trading rules.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78f(b)(6).
---------------------------------------------------------------------------

    In addition, the Exchange believes that the proposed rule change
furthers the objectives of Section 6(b)(5) of the Act \31\ 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 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. Specifically,
the Exchange believes the proposed rule change would expand the pool of
candidates eligible for membership on the boards and committees and
thereby increase the breadth of industry knowledge that will be
available to it, which benefits the public interest. In addition, the
Exchange would foster cooperation and coordination with other exchanges
by aligning the board and committee member composition requirements
with at least five other SROs.\32\
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78f(b)(5).
    \32\ See supra notes 10-13, 15-20.
---------------------------------------------------------------------------

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2012-103 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-NYSEARCA-2012-103. 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, on business days
between the hours of 10 a.m. and 3 p.m., located at 100 F Street NE.,
Washington, DC 20549-1090. Copies of the filing will also be available
for inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. 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-2012-103 and should be submitted on or before
October 22, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
---------------------------------------------------------------------------

    \33\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-24040 Filed 9-28-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 129 (Friday, July 7, 2017)]
[Notices]
[Pages 31638-31640]
[FR Doc No: 2017-14247]

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81069; File No. SR-Phlx-2017-49]

Self-Regulatory Organizations; NASDAQ PHLX LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Regarding Delivery
of Options Disclosure Documents and Special Statement for Uncovered
Options Writers

June 30, 2017.
    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 June 20, 2017 NASDAQ PHLX LLC (``Phlx'' or ``Exchange'') filed with
the Securities and Exchange Commission (``SEC'' or ``Commission'') the
proposed rule change as described in Items I, II, and III, below, which
Items have been prepared by the Exchange. The 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.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend Rule 1029, Delivery of Options
Disclosure Documents.
    The text of the proposed rule change is available on the Exchange's
Web site at http://nasdaqphlx.cchwallstreet.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 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 Exchanges proposes to amend Rule 1029 in two respects, first in
connection with the required delivery to customers of any amended
Options Disclosure Document (``ODD''), and second to set forth for the
use of members and member organizations a Special Statement for
Uncovered Options Writers for delivery to customers.
Delivery of Amended Options Disclosure Documents
    Rule 1029 currently requires every member and member organization
to deliver a current ODD to each customer at or prior to the time such
customer's account is approved for options trading. The rule also
contains a requirement that each amended ODD shall be distributed to
every customer having an account approved for trading the options
class(es) to which such ODD relates, or, the alternative, shall be
distributed not later than the time a confirmation of a transaction is
delivered to each customer who enters into an option transaction
pertaining to such an options class. The language concerning amended
Options Disclosure Documents is somewhat awkward and cumbersome, with
the required timing of the provision of the amended ODD presented as
``an alternative'' to a requirement that the amended ODD be distributed
in the first place to every customer having an account approved for
trading the options classes(es) to which such ODD relates. The Exchange
proposes to delete this language, and to replace it with more
straightforward language requiring a copy of each amendment to an ODD
to be furnished to each customer who was previously furnished the ODD
to which the amendment pertains, not later than the time a confirmation
of a transaction in the category of options to which the amendment
pertains is delivered to such customer. This language is based upon
comparable language in Chapter 11, Section 15(a)(ii), of the Nasdaq
Options Market rules, Nasdaq ISE Rule 616(a)(2), and Chicago Board
Options Exchange (``CBOE'') Rule 9.15(a). The Exchange is also making a
minor edit to the introductory sentence, substituting the word
``transactions'' for the word ``trading'' in order to conform to the
terminology used by the foregoing exchanges.
Special Statement for Uncovered Options Writers
    Rule 1024(c)(v) requires every member organization transacting
business with the public in uncovered option contracts develop,
implement and maintain specific written procedures governing the
conduct of such business, including requirements that customers
approved for writing uncovered short options transactions be provided
with a special written description of the risks inherent in writing
uncovered short option transactions, at or prior to the initial
uncovered short option transaction. This written disclosure document
must be furnished to customers in addition to the ODD required to be
provided to customers trading in options pursuant to Rule 1029(a).
Current Rule 1029(b) states that the written description of risks
required by Rule 1024(c)(v) shall be in a format prescribed by the

Exchange or in a format developed by the member organization, provided
it contains substantially similar information as the prescribed
Exchange format and has received prior written approval of the
Exchange.
    The Exchange now proposes to add Rule 1029(c), which will set forth
a sample risk description captioned ``Special Statement for Uncovered
Options Writers'' (the ``Special Statement'') for use by member
organizations to satisfy the requirements of Rule 1029(b). The Special
Statement alerts customers to the special risks associated with
uncovered options writing which may expose investors to potentially
significant loss, and states that this type of strategy may therefore
not be suitable for all customers approved for options transactions.
The Special Statement describes potential losses of uncovered call and
put option writing, the possibility of significant margin calls,
strategies where the potential risk is unlimited, consequences of
unavailability of a secondary market in options, and the risk born by
the writer of an American-style option subject to assignment of an
exercise at any time after he has written the option until the option
expires. The proposed rules are intended to increase customer awareness
of the risks entailed in selling uncovered short option contracts.\3\
This language is almost identical to language contained in Chapter 11,
Section 15 (c) of the NOM rules, CBOE Rule 9.15(b), and ISE Rule
616(d).
---------------------------------------------------------------------------

    \3\ The Special Statement was originally based upon a prototype
developed by the Options Self-Regulatory Council consisting of
representatives of the American Stock Exchange, Chicago Board
Options Exchange, Midwest Stock Exchange, National Association of
Securities Dealers, New York Exchange, Philadelphia Stock Exchange
and Pacific Stock Exchange. See Securities Exchange Act Release No.
26952 (June 21, 1989), 54 FR 27256 (June 28, 1989). The language of
the Special Statement was included as an exhibit to SR-Phlx-89-24
which was approved in the foregoing approval order, but was not
submitted as part of the rule text in that filing. The Exchange is
now adding the Special Statement language into the actual rule text.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\4\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\5\ in particular, in that it is designed 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.
The amendment of the portion of the rule requiring the delivery to
customers of any amended ODD should protect investors by making this
regulatory obligation more clear to members and member organizations,
thus ensuring that amendments will be delivered to each customer who
was previously furnished the ODD to which the amendment pertains. The
proposed rule setting forth the Special Statement is intended to
protect investors by facilitating increased customer awareness of the
particular risks associated with selling uncovered short option
contracts. The distribution to customers of this short succinct written
statement that describes the risks associated with uncovered options
writing will help ensure investor protection because it will increase
customer awareness of the potential for significant losses in writing
uncovered short options contracts. Since disclosure is an important
component of investor protection under the federal securities laws,
providing investors with this special uncovered short options risk
statement may help ameliorate problems associated with uncovered short
options transactions (e.g., significant margin calls), especially
during volatile markets.
---------------------------------------------------------------------------

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

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. The language which is proposed
to be added to Rule 1029 has previously been considered and approved by
the Commission for use in other exchanges' rulebooks as discussed
above.\6\
---------------------------------------------------------------------------

    \6\ See footnote 3 above.
---------------------------------------------------------------------------

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

    No written comments were either solicited or received.

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

    Because the foregoing 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)(iii) of the Act \7\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
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 the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-Phlx-2017-49 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-Phlx-2017-49. 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 10:00 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; 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-Phlx-2017-49 and should be submitted on or before July
28, 2017.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2017-14247 Filed 7-6-17; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 34 (Wednesday, February 22, 2017)]
[Rules and Regulations]
[Page 11320]
[FR Doc No: 2017-03406]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2017-0098]

Drawbridge Operation Regulation; Willamette River, Portland, OR

AGENCY: Coast Guard, DHS.

ACTION: Notice of deviation from regulation.

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

SUMMARY: The Coast Guard has issued a temporary deviation from the
operating schedule that governs the lower deck of the Steel Bridge
across the Willamette River, mile 12.1, at Portland, OR. The deviation
is necessary to support the Shamrock Run event. This deviation allows
the lower span of the Steel Bridge to remain in the closed-to-
navigation position to allow for the safe passage of participates in
the Shamrock Run event across the bridge.

DATES: This deviation is effective from 10:15 a.m. to 11:15 a.m. on
March 19, 2017.

ADDRESSES: The docket for this deviation, USCG-2017-0098, is available
at http://www.regulations.gov. Type the docket number in the ``SEARCH''
box and click ``SEARCH.'' Click on Open Docket Folder on the line
associated with this deviation.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
temporary deviation, call or email Mr. Steven Fischer, Bridge
Administrator, Thirteenth Coast Guard District; telephone<PHONE_NUMBER>,
email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Union Pacific Railroad Company (UPRR) has
requested a temporary deviation from the operating schedule for the
Steel Bridge across the Willamette River, at mile 12.1, at Portland,
OR. The deviation is necessary to accommodate participates in the
Shamrock Run event. The Steel Bridge is a double-deck lift bridge with
a lower lift deck and an upper lift deck which operate independent of
each other. To facilitate this event, the lower deck will remain in
closed-to-navigation position. When the lower is in the closed-to-
navigation position, the bridge provides 26 feet of vertical clearance
above Columbia River Datum 0.0. The deviation period is from 10:15 a.m.
to 11:15 a.m. on March 19, 2017. The normal operating schedule for the
Steel Bridge is in accordance with 33 CFR 117.897(c)(3)(ii).
    Waterway usage on this part of the Willamette River includes
vessels ranging from commercial tug and barge to small pleasure craft.
Vessels able to pass through the bridge in the closed-to-navigation
position may do so at any time. The bridge will be able to open for
emergencies, and there is no immediate alternate route for vessels to
pass. The Coast Guard has conducted a public outreach for this closure
of the lower deck on the Steel Bridge to known mariners that transit on
the river. The Coast Guard has not received any objections to this
temporary deviation from the operating schedule. The Coast Guard will
also inform the users of the waterways through our Local and Broadcast
Notices to Mariners of the change in operating schedule for the bridge
so that vessel operators can arrange their transits to minimize any
impact caused by the temporary deviation.
    In accordance with 33 CFR 117.35(e), the drawbridge must return to
its regular operating schedule immediately at the end of the designated
time period. This deviation from the operating regulations is
authorized under 33 CFR 117.35.

    Dated: February 13, 2017.
Steven M. Fischer,
Bridge Administrator, Thirteenth Coast Guard District.
[FR Doc. 2017-03406 Filed 2-21-17; 8:45 am]
 BILLING CODE 9110-04-P


                          UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
                            National Vehicle and Fuel Emissions Laboratory 2000 Traverwood Drive
                                 Ann Arbor, Michigan 48105-2498

September 24, 2020

MEMORANDUM

             SUBJECT:	Meeting with National Tribal Air Association (NTAA) Mobile Sources Work Group  -  September 3, 2020

             FROM:	Bryan Manning, General Engineer
             	Assessment and Standards Division
             Office of Transportation and Air Quality
             U.S. Environmental Protection Agency

TO:	Docket No. EPA-HQ-OAR-2018-0276

On September 3, 2020, representatives from the National Tribal Air Association (NTAA) Mobile Sources Work Group met virtually with representatives of the Environmental Protection Agency (EPA) on the subject of the recently proposed rulemaking for airplane greenhouse gas emission standards.  A list of attendees is provided below.  The EPA presented a summary of the proposed rulemaking during this meeting, and the presentation is attached.

The meeting attendees included (names of several NTAA representatives were not provided):

EPA
Bryan Manning
Mike Samulski
Lucita Valiere

NTAA
Andy Bessler
Mark Daniels
Allison Gienapp
Mercedes Kaiser
Dara Marks Marino
Joy Wiecks

Attachments:
 EPA presentation summarizing the proposed rulemaking


[Federal Register Volume 79, Number 193 (Monday, October 6, 2014)]
[Proposed Rules]
[Page 60125]
[FR Doc No: 2014-23768]

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

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R05-OAR-2013-0273; FRL-9914-96-Region 5]

Approval and Promulgation of Air Quality Implementation Plans;
Illinois; Amendments to Gasoline Volatility Standards and Motor Vehicle
Refinishing Requirements for Illinois

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is approving state
implementation plan (SIP) revisions submitted by the Illinois
Environmental Protection Agency on March 19, 2013, concerning the
state's gasoline volatility standards. The SIP revisions also include
amendments to the state's motor vehicle refinishing regulations to
allow for the alternative use of a high volume, low pressure equivalent
coating applicator in motor vehicle refinishing operations, and repeal
a registration program under these regulations that overlaps with
Federal registration requirements.

DATES: Comments must be received on or before November 5, 2014.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-R05-
OAR-2013-0273, by one of the following methods:
    1. www.regulations.gov: Follow the on-line instructions for
submitting comments.
    2. Email<EMAIL_ADDRESS>    3. Fax:<PHONE_NUMBER>.
    4. Mail: Pamela Blakley, Chief, Control Strategies Section, Air
Programs Branch (AR-18J), U.S. Environmental Protection Agency, 77 West
Jackson Boulevard, Chicago, Illinois 60604.
    5. Hand Delivery: Pamela Blakley, Chief, Control Strategies
Section, Air Programs Branch (AR-18J), U.S. Environmental Protection
Agency, 77 West Jackson Boulevard, Chicago, Illinois 60604. Such
deliveries are only accepted during the Regional Office normal hours of
operation, and special arrangements should be made for deliveries of
boxed information. The Regional Office official hours of business are
Monday through Friday, 8:30 a.m. to 4:30 p.m., excluding Federal
holidays.
    Please see the direct final rule which is located in the Rules
section of this Federal Register for detailed instructions on how to
submit comments.

FOR FURTHER INFORMATION CONTACT: Francisco J. Acevedo, Mobile Source
Program Manager, Control Strategies Section, Air Programs Branch (AR-
18J), Environmental Protection Agency, Region 5, 77 West Jackson
Boulevard, Chicago, Illinois 60604,<PHONE_NUMBER>,
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: In the Final Rules section of this Federal
Register, EPA is approving the state's SIP submittal as a direct final
rule without prior proposal because the Agency views this as a
noncontroversial submittal and anticipates no adverse comments. A
detailed rationale for the approval is set forth in the direct final
rule. If no adverse comments are received in response to this rule, no
further activity is contemplated. If EPA receives adverse comments, the
direct final rule will be withdrawn and all public comments received
will be addressed in a subsequent final rule based on this proposed
rule. EPA will not institute a second comment period. Any parties
interested in commenting on this action should do so at this time.
Please note that if EPA receives adverse comment on an amendment,
paragraph, or section of this rule and if that provision may be severed
from the remainder of the rule, EPA may adopt as final those provisions
of the rule that are not the subject of an adverse comment. For
additional information, see the direct final rule which is located in
the Rules section of this Federal Register.

    Dated: July 29, 2014.
Susan Hedman,
Regional Administrator, Region 5.
[FR Doc. 2014-23768 Filed 10-3-14; 8:45 am]
BILLING CODE 6560-50-P