80 FR 62145 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Sections 902.03, 902.04, 902.05 and 902.06 of the Listed Company Manual To Increase Certain of the Fees Set Forth Therein
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 199 (October 15, 2015)
Federal Register Volume 80, Issue 199 (October 15, 2015)
| Page Range | 62145-62146 | |
| FR Document | 2015-26153 |
[Federal Register Volume 80, Number 199 (Thursday, October 15, 2015)] [Notices] [Pages 62145-62146] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-26153] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76110 ; File No. SR-NYSE-2015-44] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Sections 902.03, 902.04, 902.05 and 902.06 of the Listed Company Manual To Increase Certain of the Fees Set Forth Therein October 8, 2015 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 25, 2015, New York Stock Exchange LLC (``NYSE'' or the ``Exchange'') 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 toamend[sic] sections 902.03, 902.04, 902.05 and 902.06 of the Listed Company Manual (the ``Manual'') to increase certain of the fees set forth therein. The Exchange proposes to immediately reflect the proposed changes in the Manual, but not to implement the proposed fee changes until January 1, 2016. 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 sections 902.03, 902.04, 902.05 and 902.06 of the Manual to increase certain of the fees set forth therein. The Exchange proposes to immediately reflect the proposed changes in the Manual, but not to implement the proposed fee changes until January 1, 2016.\4\ --------------------------------------------------------------------------- \4\ The Exchange has proposed changes to the Manual, as reflected in Exhibit 5 attached hereto, in a manner that would permit readers of the Manual to identify the changes that would be implemented on January 1, 2016. The Commission notes that Exhibit 5 is attached to the filing, not to this Notice. --------------------------------------------------------------------------- Section 902.03 of the Manual currently provides, in part, for annual fees for listed equity securities. Currently, the annual fee for an issuer's primary class of common shares or, if no class of common shares is listed on the Exchange, the preferred stock of such issuer is the greater of $45,000 or $0.001 per share. The Exchange proposes to increase these thresholds to $52,500 and $0.001025, respectively. Currently, the annual fee for each additional class of common shares, each additional class of preferred stock and each class of warrants is calculated as the greater of a specified minimum fee or $0.001 per share. The Exchange proposes to leave the minimum fee for those three categories unchanged, but to increase the fee per share for each category to $0.001025 per share. Sections 902.04, 902.05 and 902.06 of the Manual set forth, in part, the annual fees for closed-end funds, structured products and short-term securities, respectively. In each case, the current annual fee for these securities is calculated as the greater of a specified minimum fee or $0.001 per share. The Exchange proposes to leave the minimum fee for those three categories of securities unchanged, but to increase the fee per share for each category to $0.001025 per share.\5\ --------------------------------------------------------------------------- \5\ With respect to closed-end funds, the increase to the fee per share will be applicable to both the primary listed security and each additional class of listed equity securities. --------------------------------------------------------------------------- As described below, the Exchange proposes to make the aforementioned fee increases to better reflect the Exchange's costs related to listing equity securities and the corresponding value of such listing to issuers. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act,\6\ in general, and furthers the objectives of sections 6(b)(4) \7\ of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. The Exchange also believes that the proposed rule change is consistent with section 6(b)(5) \8\ of the Act in that it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). \7\ 15 U.S.C. 78f(b)(4). \8\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that it is reasonable to amend section 902.03 of the Manual to increase the minimum annual fee for an issuer's primary class of common shares and primary class of [[Page 62146]] preferred stock, to the greater of $52,500 or $0.001025 per share and to increase the fee per share for each additional class of common shares, each additional class of preferred stock, each class of warrants, each class of listed securities of closed-end funds, structured products and short-term securities to $0.001025 per share because the resulting fees would better reflect the Exchange's costs related to such listing and the resulting value that that such listings provide to the issuers. In that regard, the Exchange notes that it has incurred increased expenses as it continues to improve and increase the services it provides to listed companies. These improvements include renovating and upgrading the Exchange building to provide meeting spaces for listed companies and a significant upgrade to the NYSE Connect online community accessible to all listed companies. The Exchange believes that the proposed fee increases are equitably allocated because the per share fee increase will be the same for all issuers on the Exchange. Therefore, the proposed fee increases will not be unfairly discriminatory towards any individual issuer. Further, the Exchange believes it is consistent with section 6(b)(5) of the Act to increase the minimum fee for the primary class of common shares and primary class of preferred stock but not the minimum fee for each additional class of such securities. The Exchange notes that the minimum fee for an additional class of common shares or preferred stock is already less than the fee for a primary class and that such fee differential has been approved under the Act. The Exchange has determined to leave the minimum fee for an additional class of common shares or preferred stock unchanged at this time as there are only a few listed companies with more than one class of common shares or preferred stock listed on the Exchange. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is designed to ensure that the fees charged by the Exchange accurately reflect the services provided and benefits realized by listed companies. The market for listing services is extremely competitive. Each listing exchange has a different fee schedule that applies to issuers seeking to list securities on its exchange. Issuers have the option to list their securities on these alternative venues based on the fees charged and the value provided by each listing. Because issuers have a choice to list their securities on a different national securities exchange, the Exchange does not believe that the proposed fee changes impose a burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to section 19(b)(3)(A) \9\ of the Act and subparagraph (f)(2) of Rule 19b- 4 \10\ thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78s(b)(3)(A). \10\ 17 CFR 240.19b-4(f)(2). --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under section 19(b)(2)(B) \11\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSE-2015-44 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2015-44. 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 such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2015-44 and should be submitted on or before November 5, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2015-26153 Filed 10-14-15; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices 62145
if email is used. To help the September 25, 2015, New York Stock Section 902.03 of the Manual
Commission process and review your Exchange LLC (‘‘NYSE’’ or the currently provides, in part, for annual
comments more efficiently, please use ‘‘Exchange’’) filed with the Securities fees for listed equity securities.
only one method. The Commission will and Exchange Commission (the Currently, the annual fee for an issuer’s
post all comments on the Commission’s ‘‘Commission’’) the proposed rule primary class of common shares or, if no
Internet Web site (http://www.sec.gov/ change as described in Items I, II, and class of common shares is listed on the
rules/sro.shtml). Copies of the III below, which Items have been Exchange, the preferred stock of such
submission, all subsequent prepared by the self-regulatory issuer is the greater of $45,000 or $0.001
amendments, all written statements organization. The Commission is per share. The Exchange proposes to
with respect to the proposed rule publishing this notice to solicit increase these thresholds to $52,500 and
change that are filed with the comments on the proposed rule change $0.001025, respectively. Currently, the
Commission, and all written from interested persons. annual fee for each additional class of
communications relating to the common shares, each additional class of
I. Self-Regulatory Organization’s
proposed rule change between the preferred stock and each class of
Statement of the Terms of Substance of
Commission and any person, other than warrants is calculated as the greater of
the Proposed Rule Change
those that may be withheld from the a specified minimum fee or $0.001 per
public in accordance with the The Exchange proposes toamend[sic] share. The Exchange proposes to leave
provisions of 5 U.S.C. 552, will be sections 902.03, 902.04, 902.05 and the minimum fee for those three
available for Web site viewing and 902.06 of the Listed Company Manual categories unchanged, but to increase
printing in the Commission’s Public (the ‘‘Manual’’) to increase certain of the the fee per share for each category to
Reference Room, 100 F Street NE., fees set forth therein. The Exchange $0.001025 per share.
Washington, DC 20549, on official proposes to immediately reflect the Sections 902.04, 902.05 and 902.06 of
business days between the hours of proposed changes in the Manual, but the Manual set forth, in part, the annual
10:00 a.m. and 3:00 p.m. Copies of such not to implement the proposed fee fees for closed-end funds, structured
filing will also be available for changes until January 1, 2016. The text products and short-term securities,
inspection and copying at the principal of the proposed rule change is available respectively. In each case, the current
office of the Exchange. All comments on the Exchange’s Web site at annual fee for these securities is
received will be posted without change; www.nyse.com, at the principal office of calculated as the greater of a specified
the Commission does not edit personal the Exchange, and at the Commission’s minimum fee or $0.001 per share. The
identifying information from Public Reference Room. Exchange proposes to leave the
submissions. You should submit only II. Self-Regulatory Organization’s minimum fee for those three categories
information that you wish to make Statement of the Purpose of, and of securities unchanged, but to increase
available publicly. All submissions Statutory Basis for, the Proposed Rule the fee per share for each category to
should refer to File No. SR–BATS– Change $0.001025 per share.5
2015–80 and should be submitted on or As described below, the Exchange
before November 5, 2015. In its filing with the Commission, the proposes to make the aforementioned
self-regulatory organization included fee increases to better reflect the
For the Commission, by the Division of statements concerning the purpose of,
Trading and Markets, pursuant to delegated Exchange’s costs related to listing equity
authority.17
and basis for, the proposed rule change securities and the corresponding value
and discussed any comments it received of such listing to issuers.
Robert W. Errett,
on the proposed rule change. The text
Deputy Secretary. of those statements may be examined at 2. Statutory Basis
[FR Doc. 2015–26150 Filed 10–14–15; 8:45 am] the places specified in Item IV below. The Exchange believes that the
BILLING CODE 8011–01–P The Exchange has prepared summaries, proposed rule change is consistent with
set forth in sections A, B, and C below, section 6(b) of the Act,6 in general, and
of the most significant parts of such furthers the objectives of sections
SECURITIES AND EXCHANGE statements. 6(b)(4) 7 of the Act, in particular, in that
COMMISSION it is designed to provide for the
A. Self-Regulatory Organization’s
[Release No. 34–76110 ; File No. SR–NYSE– Statement of the Purpose of, and the equitable allocation of reasonable dues,
2015–44]
Statutory Basis for, the Proposed Rule fees, and other charges among its
Change members and issuers and other persons
Self-Regulatory Organizations; New using its facilities. The Exchange also
York Stock Exchange LLC; Notice of 1. Purpose believes that the proposed rule change
Filing and Immediate Effectiveness of is consistent with section 6(b)(5) 8 of the
The Exchange proposes to amend
Proposed Rule Change Amending Act in that it is not designed to permit
sections 902.03, 902.04, 902.05 and
Sections 902.03, 902.04, 902.05 and unfair discrimination between
902.06 of the Manual to increase certain
902.06 of the Listed Company Manual customers, issuers, brokers, or dealers.
of the fees set forth therein. The
To Increase Certain of the Fees Set The Exchange believes that it is
Exchange proposes to immediately
Forth Therein reasonable to amend section 902.03 of
reflect the proposed changes in the
October 8, 2015 Manual, but not to implement the the Manual to increase the minimum
Pursuant to section 19(b)(1) 1 of the proposed fee changes until January 1, annual fee for an issuer’s primary class
mstockstill on DSK4VPTVN1PROD with NOTICES
Securities Exchange Act of 1934 (the 2016.4 of common shares and primary class of
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 5 With respect to closed-end funds, the increase
4 The Exchange has proposed changes to the
notice is hereby given that, on to the fee per share will be applicable to both the
Manual, as reflected in Exhibit 5 attached hereto,
in a manner that would permit readers of the primary listed security and each additional class of
17 17 CFR 200.30–3(a)(12). listed equity securities.
Manual to identify the changes that would be
1 15 U.S.C. 78s(b)(1). 6 15 U.S.C. 78f(b).
implemented on January 1, 2016. The Commission
2 15 U.S.C. 78a. 7 15 U.S.C. 78f(b)(4).
notes that Exhibit 5 is attached to the filing, not to
3 17 CFR 240.19b–4. this Notice. 8 15 U.S.C. 78f(b)(5).
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![62146 Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices
preferred stock, to the greater of $52,500 each listing. Because issuers have a number should be included on the
or $0.001025 per share and to increase choice to list their securities on a subject line if email is used. To help the
the fee per share for each additional different national securities exchange, Commission process and review your
class of common shares, each additional the Exchange does not believe that the comments more efficiently, please use
class of preferred stock, each class of proposed fee changes impose a burden only one method. The Commission will
warrants, each class of listed securities on competition. post all comments on the Commission’s
of closed-end funds, structured products Internet Web site (http://www.sec.gov/
and short-term securities to $0.001025 C. Self-Regulatory Organization’s
rules/sro.shtml). Copies of the
per share because the resulting fees Statement on Comments on the
submission, all subsequent
would better reflect the Exchange’s costs Proposed Rule Change Received From
amendments, all written statements
related to such listing and the resulting Members, Participants, or Others
with respect to the proposed rule
value that that such listings provide to No written comments were solicited change that are filed with the
the issuers. In that regard, the Exchange or received with respect to the proposed Commission, and all written
notes that it has incurred increased rule change. communications relating to the
expenses as it continues to improve and proposed rule change between the
III. Date of Effectiveness of the
increase the services it provides to listed Commission and any person, other than
Proposed Rule Change and Timing for
companies. These improvements those that may be withheld from the
Commission Action
include renovating and upgrading the public in accordance with the
Exchange building to provide meeting The foregoing rule change is effective provisions of 5 U.S.C. 552, will be
spaces for listed companies and a upon filing pursuant to section available for Web site viewing and
significant upgrade to the NYSE 19(b)(3)(A) 9 of the Act and printing in the Commission’s Public
Connect online community accessible to subparagraph (f)(2) of Rule 19b–4 10 Reference Room, 100 F Street NE.,
all listed companies. The Exchange thereunder, because it establishes a due, Washington, DC 20549 on official
believes that the proposed fee increases fee, or other charge imposed by the business days between the hours of
are equitably allocated because the per Exchange. 10:00 a.m. and 3:00 p.m. Copies of such
share fee increase will be the same for At any time within 60 days of the filing also will be available for
all issuers on the Exchange. Therefore, filing of such proposed rule change, the inspection and copying at the principal
the proposed fee increases will not be Commission summarily may office of the Exchange. All comments
unfairly discriminatory towards any temporarily suspend such rule change if received will be posted without change;
individual issuer. Further, the Exchange it appears to the Commission that such the Commission does not edit personal
believes it is consistent with section action is necessary or appropriate in the identifying information from
6(b)(5) of the Act to increase the public interest, for the protection of submissions. You should submit only
minimum fee for the primary class of investors, or otherwise in furtherance of information that you wish to make
common shares and primary class of the purposes of the Act. If the available publicly. All submissions
preferred stock but not the minimum fee Commission takes such action, the should refer to File Number SR–NYSE–
for each additional class of such Commission shall institute proceedings 2015–44 and should be submitted on or
securities. The Exchange notes that the under section 19(b)(2)(B) 11 of the Act to before November 5, 2015.
minimum fee for an additional class of determine whether the proposed rule
common shares or preferred stock is change should be approved or For the Commission, by the Division of
Trading and Markets, pursuant to delegated
already less than the fee for a primary disapproved. authority.12
class and that such fee differential has
been approved under the Act. The IV. Solicitation of Comments Robert W. Errett,
Exchange has determined to leave the Interested persons are invited to Deputy Secretary.
minimum fee for an additional class of submit written data, views, and [FR Doc. 2015–26153 Filed 10–14–15; 8:45 am]
common shares or preferred stock arguments concerning the foregoing, BILLING CODE 8011–01–P
unchanged at this time as there are only including whether the proposed rule
a few listed companies with more than change is consistent with the Act.
one class of common shares or preferred Comments may be submitted by any of SECURITIES AND EXCHANGE
stock listed on the Exchange. the following methods: COMMISSION
B. Self-Regulatory Organization’s Electronic Comments [Release No. 34–76116; File No. SR–BX–
Statement on Burden on Competition • Use the Commission’s Internet
2015–050]
The Exchange does not believe that comment form (http://www.sec.gov/ Self-Regulatory Organizations;
the proposed rule change will impose rules/sro.shtml); or NASDAQ OMX BX, Inc.; Order
any burden on competition that is not • Send an email to rule-comments@ Approving Proposed Rule Change To
necessary or appropriate in furtherance sec.gov. Please include File Number SR– Adopt a Kill Switch
of the purposes of the Act. The NYSE–2015–44 on the subject line.
proposed rule change is designed to October 8, 2015.
ensure that the fees charged by the Paper Comments
I. Introduction
Exchange accurately reflect the services • Send paper comments in triplicate
provided and benefits realized by listed to Brent J. Fields, Secretary, Securities On August 7, 2015, NASDAQ OMX
mstockstill on DSK4VPTVN1PROD with NOTICES
companies. The market for listing and Exchange Commission, 100 F Street BX, Inc. (the ‘‘Exchange’’ or ‘‘BX’’) filed
services is extremely competitive. Each NE., Washington, DC 20549–1090. with the Securities and Exchange
listing exchange has a different fee All submissions should refer to File Commission (‘‘Commission’’), pursuant
schedule that applies to issuers seeking Number SR–NYSE–2015–44. This file to section 19(b)(1) of the Securities
to list securities on its exchange. Issuers Exchange Act of 1934 (‘‘Act’’) 1 and Rule
have the option to list their securities on 9 15 U.S.C. 78s(b)(3)(A).
these alternative venues based on the 10 17 CFR 240.19b–4(f)(2). 12 17 CFR 200.30–3(a)(12).
fees charged and the value provided by 11 15 U.S.C. 78s(b)(2)(B). 1 15 U.S.C. 78s(b)(1).
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Document Created: 2018-02-27 08:52:43
Document Modified: 2018-02-27 08:52:43
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 80 FR 62145 |
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