81_FR_76612 81 FR 76400 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change Relating to the Listing and Trading of Shares of SolidX Bitcoin Trust Under NYSE Arca Equities Rule 8.201

81 FR 76400 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change Relating to the Listing and Trading of Shares of SolidX Bitcoin Trust Under NYSE Arca Equities Rule 8.201

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 212 (November 2, 2016)

Page Range76400-76403
FR Document2016-26405

Federal Register, Volume 81 Issue 212 (Wednesday, November 2, 2016)
[Federal Register Volume 81, Number 212 (Wednesday, November 2, 2016)]
[Notices]
[Pages 76400-76403]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-26405]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79171; File No. SR-NYSEArca-2016-101]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting 
Proceedings To Determine Whether To Approve or Disapprove a Proposed 
Rule Change Relating to the Listing and Trading of Shares of SolidX 
Bitcoin Trust Under NYSE Arca Equities Rule 8.201

October 27, 2016.
    On July 13, 2016, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
list and trade shares (``Shares'') of the SolidX Bitcoin Trust 
(``Trust'') under NYSE Arca Equities Rule 8.201. The proposed rule 
change was published for comment in the Federal Register on August 2, 
2016.\3\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 78426 (Jul. 27, 
2016), 81 FR 50763 (``Notice'').
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    On September 6, 2016, pursuant to Section 19(b)(2) of the Act,\4\ 
the Commission designated a longer period within which to approve the 
proposed rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.\5\ The Commission has received no comments on the proposed rule 
change.
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    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 78770, 81 FR 62780 
(Sept. 12, 2016). The Commission designated October 31, 2016, as the 
date by which it should approve, disapprove, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.
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    This order institutes proceedings under Section 19(b)(2)(B) of the 
Act \6\ to determine whether to approve or disapprove the proposed rule 
change.
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    \6\ 15 U.S.C. 78s(b)(2)(B).
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I. Summary of the Proposal 7
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    \7\ The Commission notes that additional information regarding 
the Trust and the Shares can be found in the Notice (see supra note 
3) and the registration statement filed with the Commission on Form 
S-1 on July 11, 2016 under the Securities Act of 1933 
(``Registration Statement''), as applicable. This additional 
information addresses the Trust's investment objectives, risks, 
creation and redemption procedures, fees, portfolio holdings 
disclosure policies, calculation of NAV, distributions, and taxes, 
as well as additional background information about bitcoins and the 
``Bitcoin Network,'' including information relating to Bitcoin 
Network operations, bitcoin transfers and transactions, 
cryptographic security used in the Bitcoin Network, bitcoin mining 
and creation of new bitcoins, the mathematically controlled supply 
of bitcoins, and modifications to the bitcoin protocol, among other 
things.
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    The Exchange proposes to list and trade the Shares under NYSE Arca

[[Page 76401]]

Equities Rule 8.201, which governs the listing and trading of 
Commodity-Based Trust Shares on the Exchange.\8\ Each Share will 
represent a fractional undivided beneficial interest in the Trust's net 
assets. SolidX Management LLC will be the sponsor of the Trust 
(``Sponsor''). The Bank of New York Mellon will be the administrator 
and the custodian, with respect to cash, for the Trust.
---------------------------------------------------------------------------

    \8\ See NYSE Arca Equities Rule 8.201 (permitting the listing 
and trading of ``Commodity-Based Trust Shares,'' defined as a 
security ``(a) that is issued by a trust that holds a specified 
commodity deposited with the Trust; (b) that is issued by such Trust 
in a specified aggregate minimum number in return for a deposit of a 
quantity of the underlying commodity; and (c) that, when aggregated 
in the same specified minimum number, may be redeemed at a holder's 
request by such Trust which will deliver to the redeeming holder the 
quantity of the underlying commodity'').
---------------------------------------------------------------------------

    According to the Exchange, the Trust will normally hold only 
bitcoins as an asset, but may hold a limited amount of cash in 
connection with the creation and redemption process and to pay Trust 
expenses. The investment objective of the Trust is to provide investors 
with exposure to the daily change in the U.S. dollar price of bitcoin, 
before expenses and liabilities of the Trust, as measured by the 
TradeBlock XBX Index (``XBX'').
    The Trust intends to achieve this objective by investing 
substantially all of its assets in bitcoin traded on various domestic 
and international bitcoin exchanges and OTC markets, depending on 
liquidity and other factors at the Sponsor's discretion. The Trust is 
not actively managed and will not engage in activities designed to 
obtain a profit from, or to ameliorate losses caused by, changes in the 
price of bitcoin. The Trust will generally use the XBX to calculate the 
Trust's net asset value (``NAV'') on each business day that the NYSE 
Arca is open for regular trading, as promptly as practicable after 4:00 
p.m., Eastern time (``E.T.'').\9\
---------------------------------------------------------------------------

    \9\ See Notice, supra note 3 (describing in greater detail the 
alternative procedures if the XBX cannot be utilized as the basis 
for NAV calculations).
---------------------------------------------------------------------------

    According to the proposal, given the novelty and unique digital 
characteristics of bitcoin as an innovative asset class, traditional 
custodians who normally custody assets do not currently offer custodial 
services for bitcoin. Accordingly, the Sponsor will secure the bitcoin 
held by the Trust using multi-signature ``cold storage wallets,'' which 
the Exchange describes as an industry best practice.\10\
---------------------------------------------------------------------------

    \10\ According to the Exchange, the Sponsor will employ security 
procedures, described in greater detail in the Notice and the 
Registration Statement, to safeguard the bitcoin assets of the 
Trust. See Notice and Registration Statement, supra notes 3 and 7, 
respectively.
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    The Trust will issue and redeem the Shares in ``Baskets'' only to 
certain Authorized Participants.\11\ According to the Exchange, the 
creation and redemption of Baskets will principally be made in exchange 
for the delivery to the Trust, or the distribution by the Trust, of the 
amount of cash or bitcoin represented by the combined NAV of the 
Baskets being created or redeemed. This combined NAV will be based on 
the aggregate number of bitcoins represented by the Shares included in 
a Basket, as determined on the day an order to create or redeem the 
Basket is properly received.
---------------------------------------------------------------------------

    \11\ Each Basket will consist of 10,000 Shares, and the value of 
the Basket will be equal to the value of 10,000 Shares at their NAV 
per Share on that day.
---------------------------------------------------------------------------

    According to the Exchange, Authorized Participants and market 
makers can hedge their exposure to bitcoin, whether creating and 
redeeming baskets in-kind or for cash, by using non-deliverable forward 
contracts (``NDFs'') or swap contracts that will create synthetic long 
or short exposure to bitcoin. NDFs will be offered by several 
participants, including the Sponsor itself, operating on a principal 
basis. Such arrangements, according to the Exchange, will make it 
possible for Authorized Participants that lack the trading 
infrastructure to transact in bitcoin to be able to hedge their 
exposure by entering into an NDF or a swap contract. In addition, 
according to the Exchange, the Sponsor will, to the extent requested by 
Authorized Participants and market makers, act as agent by buying and 
selling bitcoin on behalf of the Authorized Participants and market 
makers, including-short sale orders for hedging purposes.\12\
---------------------------------------------------------------------------

    \12\ See Notice, supra note 3, 81 FR at 50771.
---------------------------------------------------------------------------

II. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2016-101 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \13\ to determine whether the proposed rule 
change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the proposed rule change. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, as described below, the 
Commission seeks and encourages interested persons to provide comments 
on the proposed rule change.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\14\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of the proposed rule change's consistency with Section 6(b)(5) 
of the Act, which requires, among other things, that the rules of a 
national securities exchange be ``designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade,'' and ``to protect investors and the public 
interest.'' \15\
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    \14\ Id.
    \15\ 15 U.S.C. 78f(b)(5).
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III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposal is 
consistent with Section 6(b)(5) or any other provision of the Act, or 
the rules and regulations thereunder. Although there do not appear to 
be any issues relevant to approval or disapproval that would be 
facilitated by an oral presentation of views, data, and arguments, the 
Commission will consider, pursuant to Rule 19b-4, any request for an 
opportunity to make an oral presentation.\16\
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    \16\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposal should be approved or 
disapproved by November 23, 2016.

[[Page 76402]]

Any person who wishes to file a rebuttal to any other person's 
submission must file that rebuttal by December 7, 2016. The Commission 
asks that commenters address the sufficiency of the Exchange's 
statements in support of the proposal, which are set forth in the 
Notice,\17\ in addition to any other comments they may wish to submit 
about the proposed rule change. In particular, the Commission seeks 
comment on the following:
---------------------------------------------------------------------------

    \17\ See supra note 3.
---------------------------------------------------------------------------

    1. There are currently no exchange-traded products (``ETPs'') 
available on U.S. markets that hold a digital asset such as bitcoins, 
which have neither a physical form (unlike commodities) nor an issuer 
that is currently registered with any regulatory body (unlike 
securities, futures, or derivatives), and whose fundamental properties 
and ownership can, by coordination among a majority of its network 
processing power, be changed (unlike any of the above). What are 
commenters' views about the current stability, resilience, fairness, 
and efficiency of the markets on which bitcoins are traded? What are 
commenters' views on whether an asset with the novel and unique 
properties of a bitcoin is an appropriate underlying asset for a 
product that will be traded on a national securities exchange? What are 
commenters' views on the risk of loss via computer hacking posed by 
such an asset? What are commenters' views on whether an ETP based on 
such an asset would be susceptible to manipulation?
    2. According to the Exchange, the logic utilized for the derivation 
of the daily closing index level for the XBX is intended to analyze 
actual bitcoin transactional data, verify and refine the data set, and 
yield an objective, fair-market value of one bitcoin as of 4:00 p.m., 
E.T., each weekday, priced in U.S. dollars. What are commenters' views 
on the Trust's proposal to value its holdings based on XBX and on the 
methodology used by XBX? What are commenters' views on the alternative 
and sequential manner in which the Trust proposes to value its holdings 
in the event that the Sponsor determines that a rule has failed if a 
pricing source is unavailable or, in the judgment of the Sponsor, is 
deemed unreliable?
    3. Given the novelty and unique digital characteristics of bitcoin 
as an asset class, and in the interest of adequate security and 
investor confidence in bitcoin control, what are commenters' views 
regarding the Trust's proposed security, control, and insurance 
measures?
    4. The proposal states that bitcoin trades on more than 30 
exchanges globally on a 24-hour basis and that, therefore, it is 
difficult for attempted market manipulation on any one exchange to 
affect the global market price of bitcoin. The proposal further states 
that any attempt to manipulate the price would result in an arbitrage 
opportunity among exchanges, which typically would be acted upon by 
market participants. What are commenters views on the cost and the 
efficiency of the arbitrage among the various global markets for 
bitcoin? What are commenters' views generally with respect to the 
liquidity and transparency of the bitcoin market, susceptibility to 
manipulation, and thus the suitability of bitcoins as an underlying 
asset for an ETP?
    5. The proposal states that the dissemination of information on the 
Trust's Web site, along with quotations for and last-sale prices of 
transactions in the Shares and the intra-day indicative value and NAV 
of the Trust will help to reduce the ability of market participants to 
manipulate the bitcoin market or the price of the Shares. The proposal 
further states that the Trust's arbitrage mechanism will facilitate the 
correction of price discrepancies in bitcoin and the Shares and that 
demand from new investors accessing bitcoin through investment in the 
Shares will broaden the investor base in bitcoin, which could further 
reduce the possibility of collusion among market participants to 
manipulate the bitcoin market. What are commenters' views regarding 
these statements? Do commenters' agree or disagree with the assertion 
that Authorized Participants and other market makers will be able to 
make efficient and liquid markets in the Shares at prices generally in 
line with the NAV?
    6. The proposal states that the Sponsor of the Fund may engage in 
principal trades of NDFs with market makers and Authorized Participants 
in order to facilitate hedging for Authorized Participants who do not 
possess the technical abilities to transact directly in bitcoin. In 
addition, to the extent requested by Authorized Participants and market 
makers, the Sponsor would act as agent by buying and selling bitcoin on 
behalf of the Authorized Participants and market makers. What are 
commenters' views on any potential conflict of interest that may be 
created by this arrangement, which would involve the Sponsor acting in 
a capacity other than as agent for the Fund? Would this arrangement 
affect the effectiveness and efficiency of the arbitrage mechanism and, 
if so, how? What other effects, if any, might this activity by the 
Sponsor have on the operation of the Fund?
    7. Under the proposal, Baskets may be created or redeemed utilizing 
bitcoin or cash.\18\ What are commenters' views on whether cash 
creations and redemptions are consistent with the requirements under 
NYSE Arca Rule 8.201, which governs the listing and trading of 
Commodity-Based Trust Shares on the Exchange?
---------------------------------------------------------------------------

    \18\ See supra note 8; see also NYSE Arca Equities Rule 8.201 
(specifically defining Commodity-Based Trust Shares as a security 
that is issued in a specified aggregate minimum number in return for 
a deposit of a quantity of the underlying commodity, and that, when 
aggregated in the same specified minimum number, may be redeemed at 
a holder's request by such Trust which will deliver to the redeeming 
holder the quantity of the underlying commodity).
---------------------------------------------------------------------------

    8. Under the proposal, creation or redemption orders for the Fund 
would have to be submitted by 1:00 p.m. E.T. to be effected the same 
business day. The proposal also sets forth conditions under which the 
Fund's administrator may reject Basket purchase orders. One such 
condition would be ``if the Sponsor thinks it is necessary or advisable 
for any reason, which the Sponsor determines is in the best interests 
of the Trust or shareholders.'' Similarly, the proposal states that the 
Fund's administrator ``may, in its discretion, suspend the right of 
redemption or postpone the redemption settlement date (1) for any 
period during which an emergency exists as a result of which the 
redemption distribution is not reasonably practicable or (2) for such 
other period as the Sponsor determines to be necessary for the 
protection of the shareholders.'' What are commenters' views on the 
1:00 p.m. cut-off for order submission and on the necessity and scope 
of the discretion to reject creation or redemption orders? Are these 
provisions likely to have an effect on the arbitrage mechanisms and, if 
so, how?
    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-NYSEArca-2016-101 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 Numbers SR-NYSEArca-2016-101.

[[Page 76403]]

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 these filings 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-
NYSEArca-2016-101 and should be submitted on or before November 23, 
2016. Rebuttal comments should be submitted by December 7, 2016.
---------------------------------------------------------------------------

    \19\ 17 CFR 200.30-3(a)(57).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
Brent J. Fields,
Secretary.
[FR Doc. 2016-26405 Filed 11-1-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                76400                    Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices

                                                all Potential Co-Investment Transactions                the Commission designated a longer                        For the Commission, by the Division of
                                                that fall within each Regulated Fund’s                  period within which to either approve                   Trading and Markets, pursuant to delegated
                                                then-current Objectives and Strategies                  the proposed rule change, disapprove                    authority.9
                                                and will be given sufficient information                the proposed rule change, or institute                  Brent J. Fields,
                                                to make its independent determination                   proceedings to determine whether to                     Secretary.
                                                and recommendations under conditions                    disapprove the proposed rule change.5                   [FR Doc. 2016–26404 Filed 11–1–16; 8:45 am]
                                                1, 2(a), 7 and 8.                                       On August 12, 2016, the Commission                      BILLING CODE 8011–01–P
                                                   16. If the Holders own in the aggregate              instituted proceedings to determine
                                                more than 25 percent of the Shares of
                                                                                                        whether to approve or disapprove the
                                                a Regulated Fund, then the Holders will                                                                         SECURITIES AND EXCHANGE
                                                                                                        proposed rule change.6 The Commission
                                                vote such Shares as directed by an                                                                              COMMISSION
                                                                                                        received no comments on the proposed
                                                independent third party (such as the
                                                trustee of a voting trust or a proxy                    rule change.                                            [Release No. 34–79171; File No. SR–
                                                                                                                                                                NYSEArca–2016–101]
                                                adviser) when voting on (1) the election                  Section 19(b)(2) of the Act 7 provides
                                                of directors; (2) the removal of one or                 that, after initiating disapproval                      Self-Regulatory Organizations; NYSE
                                                more directors; or (3) any matters                      proceedings, the Commission shall issue                 Arca, Inc.; Order Instituting
                                                requiring approval by the vote of a                     an order approving or disapproving the                  Proceedings To Determine Whether To
                                                majority of the outstanding voting                      proposed rule change not later than 180                 Approve or Disapprove a Proposed
                                                securities, as defined in section 2(a)(42)              days after the date of publication of                   Rule Change Relating to the Listing
                                                of the Act.                                             notice of filing of the proposed rule                   and Trading of Shares of SolidX
                                                  For the Commission, by the Division of                change. The Commission may extend                       Bitcoin Trust Under NYSE Arca
                                                Investment Management, under delegated                  the period for issuing an order                         Equities Rule 8.201
                                                authority.                                              approving or disapproving the proposed
                                                Brent J. Fields,                                                                                                October 27, 2016.
                                                                                                        rule change, however, by not more than
                                                Secretary.                                                                                                         On July 13, 2016, NYSE Arca, Inc.
                                                                                                        60 days if the Commission determines
                                                                                                                                                                (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
                                                [FR Doc. 2016–26401 Filed 11–1–16; 8:45 am]             that a longer period is appropriate and
                                                                                                                                                                with the Securities and Exchange
                                                BILLING CODE 8011–01–P                                  publishes the reasons for such                          Commission (‘‘Commission’’), pursuant
                                                                                                        determination. The proposed rule                        to Section 19(b)(1) of the Securities
                                                                                                        change was published for notice and                     Exchange Act of 1934 (‘‘Act’’) 1 and Rule
                                                SECURITIES AND EXCHANGE                                 comment in the Federal Register on
                                                COMMISSION                                                                                                      19b–4 thereunder,2 a proposed rule
                                                                                                        May 23, 2016. November 19, 2016 is 180                  change to list and trade shares
                                                [Release No. 34–79173; File No. SR–                     days from that date, and January 18,                    (‘‘Shares’’) of the SolidX Bitcoin Trust
                                                NYSEArca–2016–62]                                       2017 is 240 days from that date.                        (‘‘Trust’’) under NYSE Arca Equities
                                                                                                          The Commission finds it appropriate                   Rule 8.201. The proposed rule change
                                                Self-Regulatory Organizations; NYSE
                                                                                                        to designate a longer period within                     was published for comment in the
                                                Arca, Inc.; Notice of Designation of a
                                                                                                        which to issue an order approving or                    Federal Register on August 2, 2016.3
                                                Longer Period for Commission Action
                                                                                                        disapproving the proposed rule change                      On September 6, 2016, pursuant to
                                                on Proceedings To Determine Whether
                                                                                                        so that it has sufficient time to consider              Section 19(b)(2) of the Act,4 the
                                                To Approve or Disapprove a Proposed
                                                                                                        this proposed rule change. Accordingly,                 Commission designated a longer period
                                                Rule Change Relating to a Change to
                                                                                                                                                                within which to approve the proposed
                                                the Underlying Index for the                            the Commission, pursuant to section
                                                                                                                                                                rule change, disapprove the proposed
                                                PowerShares Build America Bond                          19(b)(2) of the Act,8 designates January
                                                                                                                                                                rule change, or institute proceedings to
                                                Portfolio                                               18, 2017 as the date by which the
                                                                                                                                                                determine whether to disapprove the
                                                                                                        Commission should either approve or                     proposed rule change.5 The Commission
                                                October 27, 2016.
                                                                                                        disapprove the proposed rule change                     has received no comments on the
                                                   On May 3, 2016, NYSE Arca, Inc.
                                                                                                        (File No. SR–NYSEArca–2016–62).                         proposed rule change.
                                                (‘‘Exchange’’) filed with the Securities
                                                and Exchange Commission                                                                                            This order institutes proceedings
                                                (‘‘Commission’’), pursuant to section                     5 See Securities Exchange Act Release No. 78157,      under Section 19(b)(2)(B) of the Act 6 to
                                                19(b)(1) of the Securities Exchange Act                 81 FR 43327 (July 1, 2016). The Commission              determine whether to approve or
                                                                                                        determined that it was appropriate to designate a       disapprove the proposed rule change.
                                                of 1934 (‘‘Act’’) 1 and Rule 19b–4                      longer period within which to take action on the
                                                thereunder,2 a proposed rule change to:                 proposed rule change so that it has sufficient time     I. Summary of the Proposal 7
                                                (1) Permit the continued listing and                    to consider the proposed rule change. Accordingly,
                                                trading of shares of the PowerShares                    the Commission designated August 21, 2016 as the
                                                                                                                                                                   The Exchange proposes to list and
                                                Build America Bond Portfolio (‘‘Fund’’)                 date by which it should approve, disapprove, or         trade the Shares under NYSE Arca
                                                following a change to the index                         institute proceedings to determine whether to
                                                                                                                                                                  9 17  CFR 200.30–3(a)(57).
                                                underlying the Fund, and (2) propose                    disapprove the proposed rule change.
                                                                                                                                                                  1 15  U.S.C. 78s(b)(1).
                                                                                                          6 See Securities Exchange Act Release No. 78564,
                                                changes to the index underlying the                                                                                2 17 CFR 240.19b–4.
                                                                                                        81 FR 55247 (August 18, 2016). Specifically, the
                                                Fund and the name of the Fund. The                      Commission instituted proceedings to allow for
                                                                                                                                                                   3 See Securities Exchange Act Release No. 78426

                                                proposed rule change was published for                  additional analysis of the proposed rule change’s       (Jul. 27, 2016), 81 FR 50763 (‘‘Notice’’).
                                                comment in the Federal Register on                      consistency with section 6(b)(5) of the Act, which
                                                                                                                                                                   4 15 U.S.C. 78s(b)(2).
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                                   5 See Securities Exchange Act Release No. 78770,
                                                May 23, 2016.3 On June 27, 2016,                        requires, among other things, that the rules of a
                                                                                                                                                                81 FR 62780 (Sept. 12, 2016). The Commission
                                                pursuant to section 19(b)(2) of the Act,4               national securities exchange be ‘‘designed to
                                                                                                                                                                designated October 31, 2016, as the date by which
                                                                                                        prevent fraudulent and manipulative acts and
                                                                                                                                                                it should approve, disapprove, or institute
                                                  1 15 U.S.C. 78s(b)(1).                                practices, to promote just and equitable principles     proceedings to determine whether to disapprove the
                                                  2 17 CFR 240.19b–4.                                   of trade,’’ and ‘‘to protect investors and the public   proposed rule change.
                                                  3 See Securities Exchange Act Release No. 77849       interest.’’ See id. at 55250.                              6 15 U.S.C. 78s(b)(2)(B).
                                                                                                          7 15 U.S.C. 78s(b)(2).
                                                (May 17, 2016), 81 FR 32371.                                                                                       7 The Commission notes that additional
                                                  4 15 U.S.C. 78s(b)(2).                                  8 Id.                                                 information regarding the Trust and the Shares can



                                           VerDate Sep<11>2014   17:18 Nov 01, 2016   Jkt 241001   PO 00000   Frm 00070   Fmt 4703   Sfmt 4703   E:\FR\FM\02NON1.SGM     02NON1


                                                                           Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices                                                      76401

                                                Equities Rule 8.201, which governs the                    characteristics of bitcoin as an                       whether the proposed rule change
                                                listing and trading of Commodity-Based                    innovative asset class, traditional                    should be approved or disapproved.
                                                Trust Shares on the Exchange.8 Each                       custodians who normally custody assets                 Institution of such proceedings is
                                                Share will represent a fractional                         do not currently offer custodial services              appropriate at this time in view of the
                                                undivided beneficial interest in the                      for bitcoin. Accordingly, the Sponsor                  legal and policy issues raised by the
                                                Trust’s net assets. SolidX Management                     will secure the bitcoin held by the Trust              proposed rule change. Institution of
                                                LLC will be the sponsor of the Trust                      using multi-signature ‘‘cold storage                   proceedings does not indicate that the
                                                (‘‘Sponsor’’). The Bank of New York                       wallets,’’ which the Exchange describes                Commission has reached any
                                                Mellon will be the administrator and the                  as an industry best practice.10                        conclusions with respect to any of the
                                                custodian, with respect to cash, for the                     The Trust will issue and redeem the                 issues involved. Rather, as described
                                                Trust.                                                    Shares in ‘‘Baskets’’ only to certain                  below, the Commission seeks and
                                                   According to the Exchange, the Trust                   Authorized Participants.11 According to                encourages interested persons to
                                                will normally hold only bitcoins as an                    the Exchange, the creation and                         provide comments on the proposed rule
                                                asset, but may hold a limited amount of                   redemption of Baskets will principally                 change.
                                                cash in connection with the creation                      be made in exchange for the delivery to                   Pursuant to Section 19(b)(2)(B) of the
                                                and redemption process and to pay                         the Trust, or the distribution by the                  Act,14 the Commission is providing
                                                Trust expenses. The investment                            Trust, of the amount of cash or bitcoin                notice of the grounds for disapproval
                                                objective of the Trust is to provide                      represented by the combined NAV of                     under consideration. The Commission is
                                                investors with exposure to the daily                      the Baskets being created or redeemed.                 instituting proceedings to allow for
                                                change in the U.S. dollar price of                        This combined NAV will be based on                     additional analysis of the proposed rule
                                                bitcoin, before expenses and liabilities                  the aggregate number of bitcoins                       change’s consistency with Section
                                                of the Trust, as measured by the                          represented by the Shares included in a                6(b)(5) of the Act, which requires,
                                                TradeBlock XBX Index (‘‘XBX’’).                           Basket, as determined on the day an                    among other things, that the rules of a
                                                   The Trust intends to achieve this                      order to create or redeem the Basket is                national securities exchange be
                                                objective by investing substantially all                  properly received.                                     ‘‘designed to prevent fraudulent and
                                                of its assets in bitcoin traded on various                   According to the Exchange,                          manipulative acts and practices, to
                                                domestic and international bitcoin                        Authorized Participants and market                     promote just and equitable principles of
                                                exchanges and OTC markets, depending                      makers can hedge their exposure to                     trade,’’ and ‘‘to protect investors and the
                                                on liquidity and other factors at the                     bitcoin, whether creating and redeeming                public interest.’’ 15
                                                Sponsor’s discretion. The Trust is not                    baskets in-kind or for cash, by using
                                                actively managed and will not engage in                   non-deliverable forward contracts                      III. Procedure: Request for Written
                                                activities designed to obtain a profit                    (‘‘NDFs’’) or swap contracts that will                 Comments
                                                from, or to ameliorate losses caused by,                  create synthetic long or short exposure                   The Commission requests that
                                                changes in the price of bitcoin. The                      to bitcoin. NDFs will be offered by                    interested persons provide written
                                                Trust will generally use the XBX to                       several participants, including the                    submissions of their views, data, and
                                                calculate the Trust’s net asset value                     Sponsor itself, operating on a principal               arguments with respect to the issues
                                                (‘‘NAV’’) on each business day that the                   basis. Such arrangements, according to                 identified above, as well as any other
                                                NYSE Arca is open for regular trading,                    the Exchange, will make it possible for                concerns they may have with the
                                                as promptly as practicable after 4:00                     Authorized Participants that lack the                  proposal. In particular, the Commission
                                                p.m., Eastern time (‘‘E.T.’’).9                           trading infrastructure to transact in                  invites the written views of interested
                                                   According to the proposal, given the                   bitcoin to be able to hedge their                      persons concerning whether the
                                                novelty and unique digital                                exposure by entering into an NDF or a                  proposal is consistent with Section
                                                                                                          swap contract. In addition, according to               6(b)(5) or any other provision of the Act,
                                                be found in the Notice (see supra note 3) and the         the Exchange, the Sponsor will, to the                 or the rules and regulations thereunder.
                                                registration statement filed with the Commission on       extent requested by Authorized
                                                Form S–1 on July 11, 2016 under the Securities Act
                                                                                                                                                                 Although there do not appear to be any
                                                of 1933 (‘‘Registration Statement’’), as applicable.      Participants and market makers, act as                 issues relevant to approval or
                                                This additional information addresses the Trust’s         agent by buying and selling bitcoin on                 disapproval that would be facilitated by
                                                investment objectives, risks, creation and                behalf of the Authorized Participants                  an oral presentation of views, data, and
                                                redemption procedures, fees, portfolio holdings           and market makers, including-short sale
                                                disclosure policies, calculation of NAV,                                                                         arguments, the Commission will
                                                distributions, and taxes, as well as additional           orders for hedging purposes.12                         consider, pursuant to Rule 19b–4, any
                                                background information about bitcoins and the
                                                                                                          II. Proceedings To Determine Whether                   request for an opportunity to make an
                                                ‘‘Bitcoin Network,’’ including information relating                                                              oral presentation.16
                                                to Bitcoin Network operations, bitcoin transfers and      To Approve or Disapprove SR–
                                                transactions, cryptographic security used in the          NYSEArca–2016–101 and Grounds for                         Interested persons are invited to
                                                Bitcoin Network, bitcoin mining and creation of           Disapproval Under Consideration                        submit written data, views, and
                                                new bitcoins, the mathematically controlled supply                                                               arguments regarding whether the
                                                of bitcoins, and modifications to the bitcoin                The Commission is instituting                       proposal should be approved or
                                                protocol, among other things.                             proceedings pursuant to Section
                                                   8 See NYSE Arca Equities Rule 8.201 (permitting
                                                                                                                                                                 disapproved by November 23, 2016.
                                                                                                          19(b)(2)(B) of the Act 13 to determine
                                                the listing and trading of ‘‘Commodity-Based Trust
                                                                                                                                                                   14 Id.
                                                Shares,’’ defined as a security ‘‘(a) that is issued by
                                                                                                            10 According  to the Exchange, the Sponsor will
                                                a trust that holds a specified commodity deposited                                                                 15 15 U.S.C. 78f(b)(5).
                                                with the Trust; (b) that is issued by such Trust in       employ security procedures, described in greater         16 Section  19(b)(2) of the Act, as amended by the
                                                a specified aggregate minimum number in return for        detail in the Notice and the Registration Statement,   Securities Act Amendments of 1975, Public Law
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                                                a deposit of a quantity of the underlying                 to safeguard the bitcoin assets of the Trust. See      94–29 (June 4, 1975), grants the Commission
                                                commodity; and (c) that, when aggregated in the           Notice and Registration Statement, supra notes 3       flexibility to determine what type of proceeding—
                                                same specified minimum number, may be                     and 7, respectively.                                   either oral or notice and opportunity for written
                                                                                                            11 Each Basket will consist of 10,000 Shares, and
                                                redeemed at a holder’s request by such Trust which                                                               comments—is appropriate for consideration of a
                                                will deliver to the redeeming holder the quantity of      the value of the Basket will be equal to the value     particular proposal by a self-regulatory
                                                the underlying commodity’’).                              of 10,000 Shares at their NAV per Share on that        organization. See Securities Act Amendments of
                                                   9 See Notice, supra note 3 (describing in greater      day.                                                   1975, Senate Comm. on Banking, Housing & Urban
                                                                                                            12 See Notice, supra note 3, 81 FR at 50771.
                                                detail the alternative procedures if the XBX cannot                                                              Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30
                                                be utilized as the basis for NAV calculations).             13 15 U.S.C. 78s(b)(2)(B).                           (1975).



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                                                76402                      Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices

                                                Any person who wishes to file a rebuttal                  globally on a 24-hour basis and that,                 activity by the Sponsor have on the
                                                to any other person’s submission must                     therefore, it is difficult for attempted              operation of the Fund?
                                                file that rebuttal by December 7, 2016.                   market manipulation on any one                           7. Under the proposal, Baskets may be
                                                The Commission asks that commenters                       exchange to affect the global market                  created or redeemed utilizing bitcoin or
                                                address the sufficiency of the                            price of bitcoin. The proposal further                cash.18 What are commenters’ views on
                                                Exchange’s statements in support of the                   states that any attempt to manipulate                 whether cash creations and redemptions
                                                proposal, which are set forth in the                      the price would result in an arbitrage                are consistent with the requirements
                                                Notice,17 in addition to any other                        opportunity among exchanges, which                    under NYSE Arca Rule 8.201, which
                                                comments they may wish to submit                          typically would be acted upon by                      governs the listing and trading of
                                                about the proposed rule change. In                        market participants. What are                         Commodity-Based Trust Shares on the
                                                particular, the Commission seeks                          commenters views on the cost and the                  Exchange?
                                                comment on the following:                                 efficiency of the arbitrage among the                    8. Under the proposal, creation or
                                                   1. There are currently no exchange-                    various global markets for bitcoin? What              redemption orders for the Fund would
                                                traded products (‘‘ETPs’’) available on                   are commenters’ views generally with                  have to be submitted by 1:00 p.m. E.T.
                                                U.S. markets that hold a digital asset                    respect to the liquidity and transparency             to be effected the same business day.
                                                such as bitcoins, which have neither a                    of the bitcoin market, susceptibility to              The proposal also sets forth conditions
                                                physical form (unlike commodities) nor                    manipulation, and thus the suitability of             under which the Fund’s administrator
                                                an issuer that is currently registered                    bitcoins as an underlying asset for an                may reject Basket purchase orders. One
                                                with any regulatory body (unlike                          ETP?                                                  such condition would be ‘‘if the
                                                securities, futures, or derivatives), and                    5. The proposal states that the                    Sponsor thinks it is necessary or
                                                whose fundamental properties and                          dissemination of information on the                   advisable for any reason, which the
                                                ownership can, by coordination among                      Trust’s Web site, along with quotations               Sponsor determines is in the best
                                                a majority of its network processing                                                                            interests of the Trust or shareholders.’’
                                                                                                          for and last-sale prices of transactions in
                                                power, be changed (unlike any of the                                                                            Similarly, the proposal states that the
                                                                                                          the Shares and the intra-day indicative
                                                above). What are commenters’ views                                                                              Fund’s administrator ‘‘may, in its
                                                                                                          value and NAV of the Trust will help to
                                                about the current stability, resilience,                                                                        discretion, suspend the right of
                                                                                                          reduce the ability of market participants
                                                fairness, and efficiency of the markets                                                                         redemption or postpone the redemption
                                                                                                          to manipulate the bitcoin market or the
                                                on which bitcoins are traded? What are                                                                          settlement date (1) for any period during
                                                                                                          price of the Shares. The proposal further
                                                commenters’ views on whether an asset                                                                           which an emergency exists as a result of
                                                                                                          states that the Trust’s arbitrage
                                                with the novel and unique properties of                                                                         which the redemption distribution is
                                                                                                          mechanism will facilitate the correction
                                                a bitcoin is an appropriate underlying                                                                          not reasonably practicable or (2) for
                                                                                                          of price discrepancies in bitcoin and the
                                                asset for a product that will be traded on                                                                      such other period as the Sponsor
                                                                                                          Shares and that demand from new                       determines to be necessary for the
                                                a national securities exchange? What are
                                                                                                          investors accessing bitcoin through                   protection of the shareholders.’’ What
                                                commenters’ views on the risk of loss
                                                                                                          investment in the Shares will broaden                 are commenters’ views on the 1:00 p.m.
                                                via computer hacking posed by such an
                                                                                                          the investor base in bitcoin, which                   cut-off for order submission and on the
                                                asset? What are commenters’ views on
                                                                                                          could further reduce the possibility of               necessity and scope of the discretion to
                                                whether an ETP based on such an asset
                                                                                                          collusion among market participants to                reject creation or redemption orders?
                                                would be susceptible to manipulation?
                                                   2. According to the Exchange, the                      manipulate the bitcoin market. What are               Are these provisions likely to have an
                                                logic utilized for the derivation of the                  commenters’ views regarding these                     effect on the arbitrage mechanisms and,
                                                daily closing index level for the XBX is                  statements? Do commenters’ agree or                   if so, how?
                                                intended to analyze actual bitcoin                        disagree with the assertion that                         Comments may be submitted by any
                                                transactional data, verify and refine the                 Authorized Participants and other                     of the following methods:
                                                data set, and yield an objective, fair-                   market makers will be able to make
                                                                                                          efficient and liquid markets in the                   Electronic Comments
                                                market value of one bitcoin as of 4:00
                                                p.m., E.T., each weekday, priced in U.S.                  Shares at prices generally in line with                  • Use the Commission’s Internet
                                                dollars. What are commenters’ views on                    the NAV?                                              comment form (http://www.sec.gov/
                                                the Trust’s proposal to value its                            6. The proposal states that the                    rules/sro.shtml); or
                                                holdings based on XBX and on the                          Sponsor of the Fund may engage in                        • Send an email to rule-comments@
                                                methodology used by XBX? What are                         principal trades of NDFs with market                  sec.gov. Please include File Number SR–
                                                commenters’ views on the alternative                      makers and Authorized Participants in                 NYSEArca–2016–101 on the subject
                                                and sequential manner in which the                        order to facilitate hedging for                       line.
                                                Trust proposes to value its holdings in                   Authorized Participants who do not                    Paper Comments
                                                the event that the Sponsor determines                     possess the technical abilities to transact
                                                                                                          directly in bitcoin. In addition, to the                • Send paper comments in triplicate
                                                that a rule has failed if a pricing source
                                                                                                          extent requested by Authorized                        to Secretary, Securities and Exchange
                                                is unavailable or, in the judgment of the
                                                                                                          Participants and market makers, the                   Commission, 100 F Street NE.,
                                                Sponsor, is deemed unreliable?
                                                   3. Given the novelty and unique                        Sponsor would act as agent by buying                  Washington, DC 20549–1090.
                                                digital characteristics of bitcoin as an                  and selling bitcoin on behalf of the                  All submissions should refer to File
                                                asset class, and in the interest of                       Authorized Participants and market                    Numbers SR–NYSEArca–2016–101.
                                                adequate security and investor                            makers. What are commenters’ views on
                                                                                                                                                                  18 See supra note 8; see also NYSE Arca Equities
                                                                                                          any potential conflict of interest that
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                                                confidence in bitcoin control, what are
                                                                                                                                                                Rule 8.201 (specifically defining Commodity-Based
                                                commenters’ views regarding the Trust’s                   may be created by this arrangement,                   Trust Shares as a security that is issued in a
                                                proposed security, control, and                           which would involve the Sponsor acting                specified aggregate minimum number in return for
                                                insurance measures?                                       in a capacity other than as agent for the             a deposit of a quantity of the underlying
                                                   4. The proposal states that bitcoin                    Fund? Would this arrangement affect                   commodity, and that, when aggregated in the same
                                                                                                                                                                specified minimum number, may be redeemed at a
                                                trades on more than 30 exchanges                          the effectiveness and efficiency of the               holder’s request by such Trust which will deliver
                                                                                                          arbitrage mechanism and, if so, how?                  to the redeeming holder the quantity of the
                                                  17 See   supra note 3.                                  What other effects, if any, might this                underlying commodity).



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                                                                           Federal Register / Vol. 81, No. 212 / Wednesday, November 2, 2016 / Notices                                                       76403

                                                This file number should be included on                    SECURITIES AND EXCHANGE                                will consider on a case-by-case basis the
                                                the subject line if email is used. To help                COMMISSION                                             appropriateness for listing of SPACs that
                                                the Commission process and review                                                                                conduct an initial public offering of
                                                                                                          [Release No. 34–79187; File No. SR–NYSE–
                                                your comments more efficiently, please                    2016–58]
                                                                                                                                                                 which at least 90% of the proceeds,
                                                use only one method. The Commission                                                                              together with the proceeds of any other
                                                will post all comments on the                             Self-Regulatory Organizations; New                     concurrent sales of the SPAC’s equity
                                                Commission’s Internet Web site (http://                   York Stock Exchange LLC; Order                         securities, will be held in a trust
                                                www.sec.gov/rules/sro.shtml). Copies of                   Granting Approval of Proposed Rule                     account controlled by an independent
                                                the submission, all subsequent                            Change Amending Section 907.00 of                      custodian until consummation of a
                                                                                                          the NYSE Listed Company Manual To                      business combination in the form of a
                                                amendments, all written statements
                                                                                                          Adjust the Timing of Entitlements to                   merger, capital stock exchange, asset
                                                with respect to the proposed rule
                                                                                                          Complimentary Products and Services                    acquisition, stock purchase,
                                                change that are filed with the                                                                                   reorganization, or similar business
                                                Commission, and all written                               for Special Purpose Acquisition
                                                                                                          Companies                                              combination with one or more operating
                                                communications relating to the                                                                                   businesses or assets with a fair market
                                                proposed rule change between the                          October 28, 2016.                                      value equal to at least 80% of the net
                                                Commission and any person, other than                                                                            assets held in trust (a ‘‘Business
                                                                                                          I. Introduction
                                                those that may be withheld from the                                                                              Combination’’ or the ‘‘Business
                                                public in accordance with the                                On August 26, 2016, New York Stock                  Combination Condition’’).6
                                                provisions of 5 U.S.C. 552, will be                       Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)                   As set forth in Section 907.00 of the
                                                available for Web site viewing and                        filed with the Securities and Exchange                 Manual, the Exchange offers
                                                printing in the Commission’s Public                       Commission (‘‘Commission’’), pursuant                  complimentary products and services
                                                Reference Room, 100 F Street NE.,                         to Section 19(b)(1) of the Securities                  for a period of 24 calendar months from
                                                Washington, DC 20549, on official                         Exchange Act of 1934 (‘‘Act’’) 1 and Rule              the date of initial listing to a category of
                                                                                                          19b–4 thereunder,2 a proposed rule                     listed companies defined as ‘‘Eligible
                                                business days between the hours of
                                                                                                          change to amend Section 907.00 of the                  New Listings.’’ 7 Under the current rule,
                                                10:00 a.m. and 3:00 p.m. Copies of these                  NYSE Listed Company Manual
                                                filings also will be available for                                                                               Eligible New Listings are defined as: (i)
                                                                                                          (‘‘Manual’’) to adjust the timing of                   Any U.S. company that lists common
                                                inspection and copying at the principal                   entitlements to certain complimentary
                                                office of the Exchange. All comments                                                                             stock on the Exchange for the first time
                                                                                                          products and services for special                      and any non-U.S. company that lists an
                                                received will be posted without change;                   purpose acquisition companies. The                     equity security on the Exchange under
                                                the Commission does not edit personal                     proposed rule change was published in                  Section 102.01 or 103.00 of the Manual
                                                identifying information from                              the Federal Register on September 13,                  for the first time, regardless of whether
                                                submissions. You should submit only                       2016.3 The Commission received no                      such U.S. or non-U.S. company
                                                information that you wish to make                         comments on the proposal. This order                   conducts an offering; and (ii) any U.S.
                                                available publicly. All submissions                       grants approval of the proposed rule                   or non-U.S. company emerging from a
                                                should refer to File Number SR–                           change.                                                bankruptcy, spinoff (where a company
                                                NYSEArca–2016–101 and should be                           II. Description of the Proposal                        lists new shares in the absence of a
                                                submitted on or before November 23,                                                                              public offering), and carve-out (where a
                                                2016. Rebuttal comments should be                            The Exchange proposed to amend                      company carves out a business line or
                                                submitted by December 7, 2016.                            Section 907.00 of the Manual to adjust                 division, which then conducts a
                                                                                                          the timing of certain entitlements to                  separate initial public offering).
                                                  For the Commission, by the Division of                  complimentary products and services
                                                Trading and Markets, pursuant to delegated
                                                                                                                                                                    Currently, pursuant to Section 907.00
                                                                                                          for special purpose acquisition                        of the Manual, Eligible New Listings are
                                                authority.19                                              companies (‘‘SPACs’’) under that rule.                 eligible for services as either a Tier A or
                                                Brent J. Fields,                                          In its filing, the Exchange stated that a              Tier B company.8 Under Tier A, for
                                                Secretary.                                                SPAC is a special purpose company
                                                [FR Doc. 2016–26405 Filed 11–1–16; 8:45 am]               formed for the purpose of effecting a                     6 See Notice, supra note 3, at 62938. Section
                                                                                                          merger, capital stock exchange, asset                  102.06 also provides, among other things, that the
                                                BILLING CODE 8011–01–P
                                                                                                          acquisition, stock purchase,                           SPAC must be liquidated if no Business
                                                                                                          reorganization, or similar business                    Combination has been consummated within a
                                                                                                                                                                 specified time period not to exceed three years, and
                                                                                                          combination with one or more operating                 that the Exchange will promptly commence
                                                                                                          businesses or assets.4 The Exchange                    delisting procedures with respect to any SPAC that
                                                                                                          further stated that to qualify for initial             fails to consummate its Business Combination
                                                                                                                                                                 within (i) the time period specified by its
                                                                                                          listing, a SPAC must meet the                          constitutive documents or by contract or (ii) three
                                                                                                          requirements of Sections 102.01A 5 and                 years, whichever is shorter.
                                                                                                          102.06 of the Manual. Section 102.06 of                   7 Under Section 907.00 of the Manual the

                                                                                                          the Manual provides that the Exchange                  Exchange also offers certain complimentary
                                                                                                                                                                 products and services to ‘‘Eligible Current Listings’’
                                                                                                            1 15
                                                                                                                                                                 that satisfy the requirements of that Section as well
                                                                                                                  U.S.C. 78s(b)(1).                              as other products and services that all listed issuers
                                                                                                            2 17  CFR 240.19b–4.                                 are eligible to receive.
                                                                                                            3 See Securities Exchange Act Release No. 78782         8 The Commission previously found that
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                                                                                                          (September 7, 2016), 81 FR 62937 (September 13,        providing these services and products to companies
                                                                                                          2016) (‘‘Notice’’).                                    in different tiers is consistent with the Act,
                                                                                                            4 Id. at 62938.
                                                                                                                                                                 explaining that ‘‘[w]hile not all issuers receive the
                                                                                                            5 Section 102.01A sets forth the minimum share       same level of services, NYSE has stated that trading
                                                                                                          distribution criteria for listing, and requires that   volume and market activity are related to the level
                                                                                                          companies listing in connection with an initial        of services that the listed companies would use in
                                                                                                          public offering have at least 400 holders of 100       the absence of the complimentary services
                                                                                                          shares or more and at least 1,100,000 publicly held    arrangements’’ and that ‘‘the criteria for satisfying
                                                  19 17   CFR 200.30–3(a)(57).                            shares.                                                                                             Continued




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Document Created: 2016-11-02 01:40:56
Document Modified: 2016-11-02 01:40:56
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 76400 

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