81_FR_86599 81 FR 86369 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 907.00 of the Listed Company Manual

81 FR 86369 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 907.00 of the Listed Company Manual

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 230 (November 30, 2016)

Page Range86369-86371
FR Document2016-28773

Federal Register, Volume 81 Issue 230 (Wednesday, November 30, 2016)
[Federal Register Volume 81, Number 230 (Wednesday, November 30, 2016)]
[Notices]
[Pages 86369-86371]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-28773]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79383; File No. SR-NYSE-2016-77]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Section 907.00 of the Listed Company Manual

November 23, 2016.
    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 November 10, 2016, 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 
and II 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 907.00 of the Listed Company 
Manual (the ``Manual'') to clarify how it will treat currently listed 
U.S. issuers and non-U.S. companies who qualify to receive Tier One or 
Tier Two services as a result of a corporate action completed between 
October 1 and December 31 of a particular calendar year. 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
    Pursuant to Section 907.00 of the Manual, the Exchange offers a 
suite of complimentary products and services to certain companies 
currently listed on the Exchange (``Eligible Current Listings''). A 
company qualifies to receive such complimentary products and services 
based on the number of shares of common stock in the case of U.S. 
companies or other equity security in the case of non-U.S. companies 
that it has outstanding. Presently, the Exchange determines eligibility 
to receive complimentary products and services for a calendar year 
based on the number of shares outstanding as of September 30 of the 
immediately preceding calendar year. If a company has the requisite 
number of shares outstanding on September 30, it will begin (or 
continue, as the case may be) to receive the suite of complimentary 
products and services for which it is eligible as of the following 
January 1.\4\
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    \4\ Eligible Current Listings that have 270 million or more 
shares issued and outstanding as of September 30 (each a ``Tier One 
Eligible Current Listing'') are presently offered (i) a choice of 
market surveillance or market analytics products and services, and 
(ii) Web-hosting and Web-casting products and services, on a 
complimentary basis. Eligible Current Listings that have between 160 
million and 269.9 million shares issued and outstanding as of 
September 30 (each a ``Tier Two Eligible Current Listing'') are 
presently offered a choice of market analytics or Web-hosting and 
Web-casting products and services.
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    For planning and budgeting purposes, it is helpful for both the 
Exchange and listed companies to determine a reasonable period in 
advance the Tier One and Tier Two Eligible Current Listings that will 
receive complimentary products and services the following year.\5\ 
Therefore, the Exchange has historically looked at a company's shares 
outstanding as of September 30 to determine qualification for the 
following year. On occasion, there is a company that does not qualify 
[sic] Tier One or Tier Two services based on its shares outstanding as 
of September 30, but that subsequently completes a corporate action 
(such as a share issuance or stock split) between October 1 and 
December 31 that would enable it to either (i) qualify for the first 
time or (ii) qualify for a higher tier of services if the Exchange made 
its eligibility determination as of a later date. Under existing 
Exchange rules, the unfortunate outcome for such companies is that they 
do not qualify to receive complimentary products and services for, in 
some cases, nearly 15 months after they became eligible.
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    \5\ See Securities Exchange Act Release No. 34-68143 (November 
2, 2012), 77 FR 67053 (November 8, 2012) (SR-NYSE-2012-44). This 
provides qualifying issuers with nearly three months to select from 
the available services in their tier for the following calendar year 
as well as providing non-qualifying issuers with time to budget and 
plan for obtaining the service elsewhere.
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    The Exchange proposes to amend Section 907.00 of the Manual to 
clarify that, if a company becomes a Tier One or Tier Two Eligible 
Current Listing due to a corporate action completed between October 1 
and December 31 of a particular year that results in an increased 
number of outstanding shares, such company will receive the suite of 
complimentary products and services to which it is entitled by virtue 
of that designation as of the immediately following January 1. The 
Exchange will continue to conduct its initial eligibility review as of 
September 30. This will enable the Exchange to capture the vast 
majority of Tier One and Tier Two Eligible Current Listings to assist 
both itself and listed companies in their planning and budget process 
for the following year. The Exchange will then conduct a secondary 
review each year towards the end of December to determine whether any 
additional companies have become eligible to receive services or have 
become eligible to receive a higher tier or [sic] services.
    The Exchange notes that listed companies are subject to an annual 
fee that is billed each January 1 and is calculated based on the number 
of shares outstanding on the preceding December 31.\6\ In this regard, 
under the Exchange's existing rules, a company that increases its 
shares outstanding due to a corporate action completed subsequent to 
September 30 would be billed a higher annual fee on the following 
January 1 but would not receive any complimentary products and services 
for which it may be eligible for an entire year. The Exchange's

[[Page 86370]]

current proposal seeks to address this anomaly by ensuring that 
companies obtain the benefits of listing normally provided to other 
issuers paying comparable annual listing fees.
---------------------------------------------------------------------------

    \6\ See Section 902.02 of the Manual.
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    In the event that a U.S. issuer or non-U.S. company that was 
eligible for Tier One or Tier Two services as of September 30, then 
completes a corporate action between October 1 and December 31 that 
reduces its shares outstanding and makes it no longer eligible, the 
Exchange proposes that it would not discontinue services as of the 
following January 1. Instead, the Exchange proposes that it would re-
evaluate the following September 30 and determine to discontinue as of 
the following January 1 if the issuer remained ineligible.\7\ The 
Exchange believes it could be unnecessarily harmful to an issuer that 
reduces its outstanding shares due to a corporate action in the fourth 
quarter to immediately discontinue providing services the following 
year. As described above, a significant reason for determining 
eligibility on September 30 is to provide ineligible issuers time to 
budget and plan to procure services from an alternative vendor. The 
Exchange believes that any company that undertakes a corporate action 
in the fourth quarter that results in a reduction in its shares 
outstanding is likely doing so for reasons other than to reduce its 
forthcoming annual listing fee. A company in that situation may have 
expected that it would be eligible for Tier One or Tier Two services 
based on its September 30 shares outstanding and the Exchange believes 
it could disadvantage them to discontinue services so close to the year 
end.
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    \7\ However, if a company remained ineligible on September 30, 
but regained eligibility between October 1 and December 31, it would 
continue to receive the package of services for which it became 
eligible.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Sections 6(b)(4) \9\ 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) \10\ of the Act 
in that it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that its proposed rule change is consistent 
with Section 6(b)(4) of the Act because it ensures that all companies 
that are subject to the same fee structure as of January 1 each year 
are also eligible to receive the same benefits of listing. Under 
existing rules, the Exchange charges companies an annual fee based on 
shares outstanding on December 31, but determines eligibility for 
complimentary products and services based on shares outstanding as of 
September 30. The proposed rule change will ensure that, for the vast 
majority of listed companies, the Exchange takes into account a 
company's shares outstanding on December 31 not only for purposes of 
charging annual listing fees but also for purposes of determining an 
issuer's eligibility to receive complimentary products and services or 
receive a higher tier of complimentary products and services.
    The Exchange believes that its proposed rule change is consistent 
with Section 6(b)(5) of the Act because it prevents unfair 
discrimination between issuers by ensuring that no issuer is deprived 
of eligibility for services simply because they became a Tier One or 
Tier Two Eligible Current Listing in the last three months of a 
calendar year after the Exchange has made its eligibility 
determinations for the next calendar year. The Exchange believes that 
its proposal to continue offering Tier One or Tier Two services for one 
additional year to a company that became ineligible as a result of a 
corporate action undertaken in the fourth quarter does not unfairly 
discriminate between issuers. The Exchange believes this situation 
would occur very rarely and issuers in this situation would continue to 
receive services for only one additional year. The Exchange believes 
all issuers would benefit from knowing that their services would not be 
discontinued on short notice.

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 change simply 
clarifies how the Exchange will treat Tier One and Tier Two Eligible 
Current Listings who achieve that designation as a result of a 
corporate action completed after September 30, but prior to December 31 
in a given year. As described above, except for a very small number of 
companies that may continue to receive services for an additional year 
despite losing eligibility in the fourth quarter, under the proposed 
rule change, all issuers that are similarly situated on January 1 will 
receive the same package of complimentary products and services and no 
issuer will be treated differently simply because it became a Tier One 
or Tier Two Eligible Current Listing in the final three months of the 
preceding year. The Exchange believes that its proposal that it 
continue to offer services for an additional year to companies that 
became ineligible during the fourth quarter does not significantly 
impact the public interest or impose any significant burden on 
competition. Such proposal simply offers all issuers a measure of 
protection against having their services discontinued on short notice.

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

[[Page 86371]]

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2016-77 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-2016-77. 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-2016-77, and should be 
submitted on or before December 21, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-28773 Filed 11-29-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                         Federal Register / Vol. 81, No. 230 / Wednesday, November 30, 2016 / Notices                                                           86369

                                                12, 2017, as the date by which the                      II. Self-Regulatory Organization’s                        historically looked at a company’s
                                                Commission shall either approve or                      Statement of the Purpose of, and                          shares outstanding as of September 30
                                                disapprove or institute proceedings to                  Statutory Basis for, the Proposed Rule                    to determine qualification for the
                                                determine whether to disapprove the                     Change                                                    following year. On occasion, there is a
                                                proposed rule change (File Number SR–                      In its filing with the Commission, the                 company that does not qualify [sic] Tier
                                                NYSEArca–2016–136).                                     self-regulatory organization included                     One or Tier Two services based on its
                                                  For the Commission, by the Division of                statements concerning the purpose of,                     shares outstanding as of September 30,
                                                Trading and Markets, pursuant to delegated              and basis for, the proposed rule change                   but that subsequently completes a
                                                authority.7                                             and discussed any comments it received                    corporate action (such as a share
                                                                                                        on the proposed rule change. The text                     issuance or stock split) between October
                                                Robert W. Errett,                                                                                                 1 and December 31 that would enable it
                                                                                                        of those statements may be examined at
                                                Deputy Secretary.                                                                                                 to either (i) qualify for the first time or
                                                                                                        the places specified in Item IV below.
                                                [FR Doc. 2016–28778 Filed 11–29–16; 8:45 am]
                                                                                                        The Exchange has prepared summaries,                      (ii) qualify for a higher tier of services
                                                BILLING CODE 8011–01–P                                  set forth in sections A, B, and C below,                  if the Exchange made its eligibility
                                                                                                        of the most significant parts of such                     determination as of a later date. Under
                                                                                                        statements.                                               existing Exchange rules, the unfortunate
                                                SECURITIES AND EXCHANGE                                                                                           outcome for such companies is that they
                                                COMMISSION                                              A. Self-Regulatory Organization’s                         do not qualify to receive complimentary
                                                                                                        Statement of the Purpose of, and the                      products and services for, in some cases,
                                                                                                        Statutory Basis for, the Proposed Rule                    nearly 15 months after they became
                                                [Release No. 34–79383; File No. SR–NYSE–
                                                                                                        Change                                                    eligible.
                                                2016–77]
                                                                                                        1. Purpose                                                   The Exchange proposes to amend
                                                Self-Regulatory Organizations; New                                                                                Section 907.00 of the Manual to clarify
                                                                                                           Pursuant to Section 907.00 of the                      that, if a company becomes a Tier One
                                                York Stock Exchange LLC; Notice of                      Manual, the Exchange offers a suite of
                                                Filing and Immediate Effectiveness of                                                                             or Tier Two Eligible Current Listing due
                                                                                                        complimentary products and services to                    to a corporate action completed between
                                                Proposed Rule Change Amending                           certain companies currently listed on
                                                Section 907.00 of the Listed Company                                                                              October 1 and December 31 of a
                                                                                                        the Exchange (‘‘Eligible Current                          particular year that results in an
                                                Manual                                                  Listings’’). A company qualifies to                       increased number of outstanding shares,
                                                November 23, 2016.                                      receive such complimentary products                       such company will receive the suite of
                                                                                                        and services based on the number of                       complimentary products and services to
                                                   Pursuant to Section 19(b)(1) 1 of the                shares of common stock in the case of                     which it is entitled by virtue of that
                                                Securities Exchange Act of 1934 (the                    U.S. companies or other equity security                   designation as of the immediately
                                                ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                  in the case of non-U.S. companies that                    following January 1. The Exchange will
                                                notice is hereby given that, on                         it has outstanding. Presently, the                        continue to conduct its initial eligibility
                                                November 10, 2016, New York Stock                       Exchange determines eligibility to                        review as of September 30. This will
                                                Exchange LLC (‘‘NYSE’’ or the                           receive complimentary products and                        enable the Exchange to capture the vast
                                                ‘‘Exchange’’) filed with the Securities                 services for a calendar year based on the                 majority of Tier One and Tier Two
                                                and Exchange Commission (the                            number of shares outstanding as of                        Eligible Current Listings to assist both
                                                ‘‘Commission’’) the proposed rule                       September 30 of the immediately                           itself and listed companies in their
                                                change as described in Items I and II                   preceding calendar year. If a company                     planning and budget process for the
                                                below, which Items have been prepared                   has the requisite number of shares                        following year. The Exchange will then
                                                by the self-regulatory organization. The                outstanding on September 30, it will                      conduct a secondary review each year
                                                Commission is publishing this notice to                 begin (or continue, as the case may be)                   towards the end of December to
                                                solicit comments on the proposed rule                   to receive the suite of complimentary                     determine whether any additional
                                                change from interested persons.                         products and services for which it is                     companies have become eligible to
                                                I. Self-Regulatory Organization’s                       eligible as of the following January 1.4                  receive services or have become eligible
                                                                                                           For planning and budgeting purposes,                   to receive a higher tier or [sic] services.
                                                Statement of the Terms of Substance of
                                                                                                        it is helpful for both the Exchange and                      The Exchange notes that listed
                                                the Proposed Rule Change
                                                                                                        listed companies to determine a                           companies are subject to an annual fee
                                                   The Exchange proposes to amend                       reasonable period in advance the Tier                     that is billed each January 1 and is
                                                Section 907.00 of the Listed Company                    One and Tier Two Eligible Current                         calculated based on the number of
                                                Manual (the ‘‘Manual’’) to clarify how it               Listings that will receive complimentary                  shares outstanding on the preceding
                                                will treat currently listed U.S. issuers                products and services the following                       December 31.6 In this regard, under the
                                                and non-U.S. companies who qualify to                   year.5 Therefore, the Exchange has                        Exchange’s existing rules, a company
                                                receive Tier One or Tier Two services as                                                                          that increases its shares outstanding due
                                                                                                           4 Eligible Current Listings that have 270 million
                                                a result of a corporate action completed                                                                          to a corporate action completed
                                                                                                        or more shares issued and outstanding as of
                                                between October 1 and December 31 of                    September 30 (each a ‘‘Tier One Eligible Current
                                                                                                                                                                  subsequent to September 30 would be
                                                a particular calendar year. The proposed                Listing’’) are presently offered (i) a choice of market   billed a higher annual fee on the
                                                rule change is available on the                         surveillance or market analytics products and             following January 1 but would not
                                                Exchange’s Web site at www.nyse.com,                    services, and (ii) Web-hosting and Web-casting            receive any complimentary products
                                                                                                        products and services, on a complimentary basis.
sradovich on DSK3GMQ082PROD with NOTICES




                                                at the principal office of the Exchange,                Eligible Current Listings that have between 160
                                                                                                                                                                  and services for which it may be eligible
                                                and at the Commission’s Public                          million and 269.9 million shares issued and               for an entire year. The Exchange’s
                                                Reference Room.                                         outstanding as of September 30 (each a ‘‘Tier Two
                                                                                                        Eligible Current Listing’’) are presently offered a       qualifying issuers with nearly three months to
                                                                                                        choice of market analytics or Web-hosting and Web-        select from the available services in their tier for the
                                                  7 17 CFR 200.30–3(a)(31).                             casting products and services.                            following calendar year as well as providing non-
                                                  1 15 U.S.C. 78s(b)(1).                                   5 See Securities Exchange Act Release No. 34–          qualifying issuers with time to budget and plan for
                                                  2 15 U.S.C. 78a.                                                                                                obtaining the service elsewhere.
                                                                                                        68143 (November 2, 2012), 77 FR 67053 (November
                                                  3 17 CFR 240.19b–4.                                   8, 2012) (SR–NYSE–2012–44). This provides                   6 See Section 902.02 of the Manual.




                                           VerDate Sep<11>2014   16:51 Nov 29, 2016   Jkt 241001   PO 00000   Frm 00051   Fmt 4703   Sfmt 4703   E:\FR\FM\30NON1.SGM       30NON1


                                                86370                   Federal Register / Vol. 81, No. 230 / Wednesday, November 30, 2016 / Notices

                                                current proposal seeks to address this                  permit unfair discrimination between                  except for a very small number of
                                                anomaly by ensuring that companies                      customers, issuers, brokers, or dealers.              companies that may continue to receive
                                                obtain the benefits of listing normally                    The Exchange believes that its                     services for an additional year despite
                                                provided to other issuers paying                        proposed rule change is consistent with               losing eligibility in the fourth quarter,
                                                comparable annual listing fees.                         Section 6(b)(4) of the Act because it                 under the proposed rule change, all
                                                                                                        ensures that all companies that are                   issuers that are similarly situated on
                                                   In the event that a U.S. issuer or non-
                                                                                                        subject to the same fee structure as of               January 1 will receive the same package
                                                U.S. company that was eligible for Tier
                                                                                                        January 1 each year are also eligible to              of complimentary products and services
                                                One or Tier Two services as of                          receive the same benefits of listing.
                                                September 30, then completes a                                                                                and no issuer will be treated differently
                                                                                                        Under existing rules, the Exchange                    simply because it became a Tier One or
                                                corporate action between October 1 and                  charges companies an annual fee based                 Tier Two Eligible Current Listing in the
                                                December 31 that reduces its shares                     on shares outstanding on December 31,                 final three months of the preceding year.
                                                outstanding and makes it no longer                      but determines eligibility for                        The Exchange believes that its proposal
                                                eligible, the Exchange proposes that it                 complimentary products and services                   that it continue to offer services for an
                                                would not discontinue services as of the                based on shares outstanding as of                     additional year to companies that
                                                following January 1. Instead, the                       September 30. The proposed rule                       became ineligible during the fourth
                                                Exchange proposes that it would re-                     change will ensure that, for the vast                 quarter does not significantly impact the
                                                evaluate the following September 30                     majority of listed companies, the                     public interest or impose any significant
                                                and determine to discontinue as of the                  Exchange takes into account a                         burden on competition. Such proposal
                                                following January 1 if the issuer                       company’s shares outstanding on                       simply offers all issuers a measure of
                                                remained ineligible.7 The Exchange                      December 31 not only for purposes of                  protection against having their services
                                                believes it could be unnecessarily                      charging annual listing fees but also for             discontinued on short notice.
                                                harmful to an issuer that reduces its                   purposes of determining an issuer’s
                                                outstanding shares due to a corporate                   eligibility to receive complimentary                  C. Self-Regulatory Organization’s
                                                action in the fourth quarter to                         products and services or receive a                    Statement on Comments on the
                                                immediately discontinue providing                       higher tier of complimentary products                 Proposed Rule Change Received From
                                                services the following year. As                         and services.                                         Members, Participants, or Others
                                                described above, a significant reason for                  The Exchange believes that its
                                                                                                        proposed rule change is consistent with                 No written comments were solicited
                                                determining eligibility on September 30
                                                                                                        Section 6(b)(5) of the Act because it                 or received with respect to the proposed
                                                is to provide ineligible issuers time to
                                                                                                        prevents unfair discrimination between                rule change.
                                                budget and plan to procure services
                                                from an alternative vendor. The                         issuers by ensuring that no issuer is                 III. Date of Effectiveness of the
                                                Exchange believes that any company                      deprived of eligibility for services                  Proposed Rule Change and Timing for
                                                that undertakes a corporate action in the               simply because they became a Tier One                 Commission Action
                                                fourth quarter that results in a reduction              or Tier Two Eligible Current Listing in
                                                in its shares outstanding is likely doing               the last three months of a calendar year                 Because the proposed rule change
                                                so for reasons other than to reduce its                 after the Exchange has made its                       does not (i) significantly affect the
                                                forthcoming annual listing fee. A                       eligibility determinations for the next               protection of investors or the public
                                                company in that situation may have                      calendar year. The Exchange believes                  interest; (ii) impose any significant
                                                expected that it would be eligible for                  that its proposal to continue offering                burden on competition; and (iii) become
                                                Tier One or Tier Two services based on                  Tier One or Tier Two services for one                 operative for 30 days from the date on
                                                its September 30 shares outstanding and                 additional year to a company that                     which it was filed, or such shorter time
                                                the Exchange believes it could                          became ineligible as a result of a                    as the Commission may designate, it has
                                                disadvantage them to discontinue                        corporate action undertaken in the                    become effective pursuant to Section
                                                services so close to the year end.                      fourth quarter does not unfairly                      19(b)(3)(A) of the Act 11 and Rule 19b–
                                                                                                        discriminate between issuers. The                     4(f)(6) thereunder.12
                                                2. Statutory Basis                                      Exchange believes this situation would                   At any time within 60 days of the
                                                                                                        occur very rarely and issuers in this                 filing of the proposed rule change, the
                                                   The Exchange believes that the                       situation would continue to receive                   Commission summarily may
                                                proposed rule change is consistent with                 services for only one additional year.                temporarily suspend such rule change if
                                                Section 6(b) of the Act,8 in general, and               The Exchange believes all issuers would               it appears to the Commission that such
                                                furthers the objectives of Sections                     benefit from knowing that their services              action is necessary or appropriate in the
                                                6(b)(4) 9 of the Act, in particular, in that            would not be discontinued on short                    public interest, for the protection of
                                                it is designed to provide for the                       notice.                                               investors, or otherwise in furtherance of
                                                equitable allocation of reasonable dues,
                                                                                                        B. Self-Regulatory Organization’s                     the purposes of the Act. If the
                                                fees, and other charges among its                                                                             Commission takes such action, the
                                                members and issuers and other persons                   Statement on Burden on Competition
                                                                                                                                                              Commission shall institute proceedings
                                                using its facilities. The Exchange also                   The Exchange does not believe that                  to determine whether the proposed rule
                                                believes that the proposed rule change                  the proposed rule change will impose                  change should be approved or
                                                is consistent with Section 6(b)(5) 10 of                any burden on competition that is not                 disapproved.
                                                the Act in that it is not designed to                   necessary or appropriate in furtherance
                                                                                                        of the purposes of the Act. The
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                                                                                                                                                                11 15  U.S.C. 78s(b)(3)(A).
                                                   7 However, if a company remained ineligible on       proposed change simply clarifies how                    12 17  CFR 240.19b–4(f)(6). As required under Rule
                                                September 30, but regained eligibility between          the Exchange will treat Tier One and                  19b–4(f)(6)(iii), the Exchange provided the
                                                October 1 and December 31, it would continue to         Tier Two Eligible Current Listings who                Commission with written notice of its intent to file
                                                receive the package of services for which it became                                                           the proposed rule change, along with a brief
                                                eligible.                                               achieve that designation as a result of a
                                                                                                                                                              description and the text of the proposed rule
                                                   8 15 U.S.C. 78f(b).                                  corporate action completed after                      change, at least five business days prior to the date
                                                   9 15 U.S.C. 78f(b)(4).                               September 30, but prior to December 31                of filing of the proposed rule change, or such
                                                   10 15 U.S.C. 78f(b)(5).                              in a given year. As described above,                  shorter time as designated by the Commission.



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                                                                        Federal Register / Vol. 81, No. 230 / Wednesday, November 30, 2016 / Notices                                                    86371

                                                IV. Solicitation of Comments                              For the Commission, by the Division of              A. Self-Regulatory Organization’s
                                                                                                        Trading and Markets, pursuant to delegated            Statement of the Purpose of, and the
                                                  Interested persons are invited to                     authority.13                                          Statutory Basis for, the Proposed Rule
                                                submit written data, views, and                         Robert W. Errett,                                     Change
                                                arguments concerning the foregoing,                     Deputy Secretary.
                                                including whether the proposed rule                                                                           1. Purpose
                                                                                                        [FR Doc. 2016–28773 Filed 11–29–16; 8:45 am]
                                                change is consistent with the Act.                      BILLING CODE 8011–01–P                                   The Exchange proposes to amend
                                                Comments may be submitted by any of                                                                           Rule 15 relating to pre-opening
                                                the following methods:                                                                                        indications. The proposed rule changes
                                                                                                        SECURITIES AND EXCHANGE                               would restore the obligation for a DMM
                                                Electronic Comments                                     COMMISSION                                            to publish a pre-opening indication if a
                                                  • Use the Commission’s Internet                                                                             security has not opened by 10:00 a.m.
                                                                                                        [Release No. 34–79390; File No. SR–NYSE–
                                                                                                                                                              Eastern Time and add a new parameter
                                                comment form (http://www.sec.gov/                       2016–78]
                                                                                                                                                              for when a pre-opening indication
                                                rules/sro.shtml); or
                                                                                                        Self-Regulatory Organizations; New                    should be published for lower-priced
                                                  • Send an email to rule-comments@                     York Stock Exchange LLC; Notice of                    securities.
                                                sec.gov. Please include File Number SR–                 Filing and Immediate Effectiveness of
                                                NYSE–2016–77 on the subject line.                                                                             Background
                                                                                                        Proposed Rule Change Amending Rule
                                                                                                        15 Relating to Pre-Opening Indications                   The Exchange recently amended
                                                Paper Comments                                                                                                Exchange rules to consolidate and
                                                  • Send paper comments in triplicate                   November 23, 2016.                                    amend requirements relating to pre-
                                                to Brent J. Fields, Secretary, Securities                  Pursuant to Section 19(b)(1) 1 of the              opening indications in Rule 15.4 Rule
                                                and Exchange Commission, 100 F Street                   Securities Exchange Act of 1934 (the                  15(a) provides that a pre-opening
                                                                                                        ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                indication will include the security and
                                                NE., Washington, DC 20549–1090.
                                                                                                        notice is hereby given that on November               the price range within which the
                                                All submissions should refer to File                    17, 2016, New York Stock Exchange                     opening price is anticipated to occur
                                                Number SR–NYSE–2016–77. This file                       LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed              and that a pre-opening indication will
                                                number should be included on the                        with the Securities and Exchange                      be published via the securities
                                                subject line if email is used. To help the              Commission (the ‘‘Commission’’) the                   information processor and proprietary
                                                Commission process and review your                      proposed rule change as described in                  data feeds. Rule 15(b) specifies the
                                                comments more efficiently, please use                   Items I and II below, which Items have                conditions for publishing a pre-opening
                                                only one method. The Commission will                    been prepared by the self-regulatory                  indication, and Rule 15(b)(1) provides
                                                post all comments on the Commission’s                   organization. The Commission is                       that a DMM will publish a pre-opening
                                                Internet Web site (http://www.sec.gov/                  publishing this notice to solicit                     indication, as described in Rule 15(e),
                                                rules/sro.shtml). Copies of the                         comments on the proposed rule change                  before a security opens if the opening
                                                submission, all subsequent                              from interested persons.                              transaction on the Exchange is
                                                amendments, all written statements                                                                            anticipated to be at a price that
                                                                                                        I. Self-Regulatory Organization’s                     represents a change of more than the
                                                with respect to the proposed rule                       Statement of the Terms of Substance of                ‘‘Applicable Price Range’’ from a
                                                change that are filed with the                          the Proposed Rule Change                              specified ‘‘Reference Price’’ before the
                                                Commission, and all written                                The Exchange proposes to amend                     security opens.
                                                communications relating to the                          Rule 15 relating to pre-opening                          Under Rule 15(c), the Reference Price
                                                proposed rule change between the                        indications. The proposed rule change                 for a security, other than an ADR, is the
                                                Commission and any person, other than                   is available on the Exchange’s Web site               securities last reported stale price on the
                                                those that may be withheld from the                     at www.nyse.com, at the principal office              Exchange, the security’s offering price
                                                public in accordance with the                           of the Exchange, and at the                           in the case of an initial public offering
                                                provisions of 5 U.S.C. 552, will be                     Commission’s Public Reference Room.                   (‘‘IPO’’), or the security’s last reported
                                                available for Web site viewing and                                                                            sale price in the securities market from
                                                printing in the Commission’s Public                     II. Self-Regulatory Organization’s
                                                                                                                                                              which the security is being transferred
                                                                                                        Statement of the Purpose of, and
                                                Reference Room, 100 F Street NE.,                                                                             to the Exchange. Rule 15(d)(1) provides
                                                                                                        Statutory Basis for, the Proposed Rule
                                                Washington, DC 20549 on official                                                                              that, except under conditions set forth
                                                                                                        Change
                                                business days between the hours of                                                                            in Rule 15(d)(2), the Applicable Price
                                                10:00 a.m. and 3:00 p.m. Copies of such                   In its filing with the Commission, the              Range for determining whether to
                                                filing also will be available for                       self-regulatory organization included                 publish a pre-opening indication will be
                                                inspection and copying at the principal                 statements concerning the purpose of,                 5%. Rule 15(d)(2) provides that if as of
                                                office of the Exchange. All comments                    and basis for, the proposed rule change               9:00 a.m. Eastern Time, the E-mini S&P
                                                received will be posted without change;                 and discussed any comments it received                500 Futures are ± 2% from the prior
                                                the Commission does not edit personal                   on the proposed rule change. The text                 day’s closing price of the E-mini S&P
                                                identifying information from                            of those statements may be examined at                500 Futures, when reopening trading
                                                                                                        the places specified in Item IV below.                following a market-wide trading halt
                                                submissions. You should submit only
                                                                                                        The Exchange has prepared summaries,                  under Rule 80B, or if the Exchange
                                                information that you wish to make
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                                                                                                        set forth in sections A, B, and C below,
                                                available publicly. All submissions                     of the most significant parts of such                    4 See Securities Exchange Act Release Nos. 78228
                                                should refer to File Number SR–NYSE–                    statements.                                           (July 5, 2016), 81 FR 44907 (July 11, 2016) (SR–
                                                2016–77, and should be submitted on or                                                                        NYSE–2016–24) (Approval Order) and 77491
                                                before December 21, 2016.                                 13 17
                                                                                                                                                              (March 31, 2016), 81 FR 20030 (April 6, 2016) (SR–
                                                                                                                CFR 200.30–3(a)(12).                          NYSE–2016–24) (‘‘Opening Notice of Filing’’)
                                                                                                          1 15 U.S.C. 78s(b)(1).                              (‘‘Opening Filing’’). The Exchange implemented the
                                                                                                          2 15 U.S.C. 78a.
                                                                                                                                                              changes described in the Opening Filing on
                                                                                                          3 17 CFR 240.19b–4.                                 September 12, 2016.



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Document Created: 2016-11-30 02:17:50
Document Modified: 2016-11-30 02:17:50
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 86369 

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