81 FR 9563 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE Listed Company Manual To Adopt a Requirement That Listed Foreign Private Issuers Must, at a Minimum, Submit a Form 6-K to the Securities and Exchange Commission Containing Semi-Annual Unaudited Financial Information
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 37 (February 25, 2016)
Federal Register Volume 81, Issue 37 (February 25, 2016)
| Page Range | 9563-9566 | |
| FR Document | 2016-03962 |
[Federal Register Volume 81, Number 37 (Thursday, February 25, 2016)] [Notices] [Pages 9563-9566] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-03962] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-77198; File No. SR-NYSE-2016-12] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE Listed Company Manual To Adopt a Requirement That Listed Foreign Private Issuers Must, at a Minimum, Submit a Form 6-K to the Securities and Exchange Commission Containing Semi-Annual Unaudited Financial Information February 19, 2016. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that on February 5, 2016, New York Stock Exchange LLC (``NYSE'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the NYSE Listed Company Manual (the ``Manual'') to adopt a requirement that listed foreign private issuers must, at a minimum, submit a Form 6-K to the Securities and Exchange Commission (``SEC'') containing semi-annual [[Page 9564]] unaudited financial information.\4\ 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. --------------------------------------------------------------------------- \4\ See footnote 6 below for a description of information that foreign private issuers are currently required to furnish to the SEC on a Form 6-K under the provisions of General Instruction B to Form 6-K. --------------------------------------------------------------------------- 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Manual to adopt a requirement that listed foreign private issuers must, at a minimum, submit a Form 6-K to the SEC containing semi-annual unaudited financial information. Any listed company that is a domestic issuer is required by SEC rules to file a quarterly report on Form 10-Q within a specified period after the end of each of the company's first, second and third fiscal quarters. The Form 10-Q contains unaudited financial information with respect to the most recently completed fiscal quarter. However, listed companies that are foreign private issuers \5\ are not subject to any comparable SEC requirement with respect to interim financial reporting.\6\ The Exchange understands that financial reporting practices in other countries may differ from those in the United States and that it is often not the case that foreign companies issue interim financial information on a quarterly basis. However, it is the Exchange's experience that almost all listed foreign private issuers issue interim financial information on at least a semi-annual basis. The Exchange believes that this practice is essential for the protection of investors, as annual financial disclosure is too infrequent to enable investors to make informed investment decisions, especially as that information ages in the latter part of the disclosure cycle. --------------------------------------------------------------------------- \5\ Exchange Act Rule 3b-4 defines a foreign private issuer as any issuer incorporated or organized under the laws of a foreign country, except an issuer meeting both of the following conditions: (i) More than 50 percent of the outstanding voting securities of the issuer are directly or indirectly held of record by residents of the United States; and (ii) any one of the following: (a) the majority of the executive officers or directors of the issuer are United States citizens or residents; or (b) more than 50 percent of the assets of the issuer are located in the United States; or (c) the business of the issuer is administered principally in the United States. \6\ The Exchange notes that General Instruction B to Form 6-K requires foreign private issuers to furnish on a Form 6-K whatever information, not required to be furnished on Form 40-F or previously furnished, such issuer (i) makes or is required to make public pursuant to the law of the jurisdiction of its domicile or in which it is incorporated or organized, or (ii) files or is required to file with a stock exchange on which its securities are traded and which was made public by that exchange, or (iii) distributes or is required to distribute to its security holders. The information required to be furnished pursuant to (i), (ii) or (iii) above is that which is material with respect to the issuer and its subsidiaries concerning: Changes in business; changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in registrant's certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount outstanding of securities or indebtedness; the results of the submission of matters to a vote of security holders; transactions with directors, officers or principal security holders; the granting of options or payment of other compensation to directors or officers; and any other information which the registrant deems of material importance to security holders. As a result of (i) through (iii) above, foreign private issuers could be required to provide the information required under proposed Section 203.03 of the Manual more frequently than semi-annually. --------------------------------------------------------------------------- Given the importance of the practice of foreign private issuer listed companies reporting mid-year results, the Exchange believes that it is desirable to make this practice mandatory. Doing so will ensure that the practice is uniform among all listed foreign private issuers and also enables the Exchange to apply its compliance procedures for companies that are late in their periodic reporting to listed foreign private issuers that fail to disclose semi-annual financial information on a timely basis. Consequently, the Exchange proposes to adopt new Section 203.03 of the Manual which would provide that each listed foreign private issuer must, at a minimum, submit to the SEC a Form 6-K that includes (i) an interim balance sheet as of the end of its second fiscal quarter and (ii) a semi-annual income statement that covers its first two fiscal quarters. This Form 6-K would be required to be submitted no later than six months following the end of the company's second fiscal quarter. The financial information included in the Form 6-K would be required to be presented in English, but would not be required to be reconciled to U.S. GAAP. The Exchange's intention in adopting proposed Section 203.03 is solely to establish a minimum interim reporting regime applicable to all listed foreign private issuers. The Exchange is not seeking to discourage companies from providing more expansive or more frequent interim financial information and proposed Section 203.03 would not relieve companies of the obligation to comply with any reporting obligations they may have under the requirements of Form 6-K or home country law or regulation. In addition, the Exchange proposes to amend Section 802.01E of the Manual to subject listed foreign private issuers that have not timely filed the required Form 6-K to the same compliance procedures as are applied to listed companies that are late in filing their annual report or Form 10-Q. A failure to file the required Form 6-K within the period specified by proposed Section 203.03 would constitute a Late Filing Delinquency under Section 802.01E. As with any other Late Filing Delinquency under that rule, a company that was delayed in filing its Form 6-K would have an initial six months compliance period within which to file the Form 6-K and any subsequently due Form 20-F or Form 6-K. If the company did not file all required filings during that initial six month period, Exchange staff would have the discretion to provide an additional compliance period of up to six months. Any company that failed to become timely with its filing obligations within the compliance periods provided under the rule (including, in the case of a company that receives the maximum 12- month cure period, the Form 6-K including the semi-annual data for the first six months of the subsequent fiscal year) would be subject to delisting. The Exchange proposes to make Section 203.03 effective beginning with any fiscal year beginning on or after July 1, 2015. This means that the earliest semi-annual period with respect to which a company would be required to furnish a Form 6-K under the proposed rule would have ended on December 31, 2015.\7\ --------------------------------------------------------------------------- \7\ The Commission notes that this means that the any listed company would have at least until June 30, 2016 to file the Form 6- K, with the required semi-annual data, under the new rule. --------------------------------------------------------------------------- The Exchange also proposes to amend Section 103.00 of the Manual to clarify that, notwithstanding the provision in that section that allows listed foreign private issuers to follow home country [[Page 9565]] practice in lieu of complying with the Exchange's interim reporting requirements applicable to domestic companies, all listed foreign private issuers will be required to disclose interim financial information in a Form 6-K on a semi-annual basis in compliance with proposed Section 203.03. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) \8\ of the Act, in general, and furthers the objectives of Section 6(b)(5) of the Act,\9\ in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange believes that the proposed amendment is consistent with the investor protection objectives of Section 6(b)(5) because it is designed to ensure that listed companies provide timely financial information that is necessary to enable investors to make informed investment decisions. The Exchange believes that the proposed amendment does not unfairly discriminate among issuers, as, while it establishes a semi-annual reporting requirement for foreign private issuers that is different from the quarterly reporting to which domestic issuers are subject, this difference is consistent with the differential requirements imposed by the SEC. In addition, while a small number of companies will have less than six months from the date of effectiveness of the proposed rule to submit their first required semi-annual report, the Exchange does not believe that this is unfairly discriminatory as the period available to those companies will not be significantly less than six months and will be adequate to enable them to meet the proposed [sic]. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b). \9\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. The proposed rule change is designed to mandate that foreign private issuer listed companies must, at a minimum, provide semi-annual financial information. As almost all NYSE-listed foreign private issuers already provide this information and Nasdaq listed companies are already subject to a comparable rule, the Exchange does not expect the rule change to have any significant impact on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act \10\ and Rule 19b-4(f)(6) thereunder.\11\ 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 prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b- 4(f)(6)(iii) thereunder. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78s(b)(3)(A)(iii). \11\ 17 CFR 240.19b-4(f)(6). --------------------------------------------------------------------------- A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b4(f)(6)(iii),\13\ the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange stated that requiring semi-annual reporting of summary financial information by listed foreign private issuers is consistent with the protection of investors and the public interest since it will ensure that investors have access to information that is necessary for them to make informed decisions about investments in those companies. The Commission believes that the proposed rule change will not be unduely burdensome on foreign private issuers as the Exchange states in its filing that most, if not all, effected companies already provide such information on a voluntary basis. Therefore, the Commission believes that the new rule should help to ensure that investors will have, or continue to have, the necessary information to make informed investments decisions for all listed foreign private issuers. In addition, concerning the proposed changes on continued listing for filing delinquencies under Section 802.01E of the Manual, treating Exchange listed foreign private issuers that fail to timely file semi-annual reports under the new rule similarly to listed domestic issuers that fail to file timely interim reports will help to ensure that investors have information necessary to assess the company and support continued trading on the Exchange.\14\ Based on the above, the Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the operative delay and designates the proposed rule change operative upon filing.\15\ --------------------------------------------------------------------------- \12\ 17 CFR 240.19b-4(f)(6). \13\ 17 CFR 240.19b-4(f)(6)(iii). \14\ See NYSE Listed Company Manual Section 802.01E. \15\ For the purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) \16\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \16\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or [[Page 9566]] Send an email to [email protected]. Please include File Number SR-NYSE-2016-12 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2016-12. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2016-12 and should be submitted on or before March 17, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\17\ --------------------------------------------------------------------------- \17\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2016-03962 Filed 2-24-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 37 / Thursday, February 25, 2016 / Notices 9563
increased coverage under the inflation do so, the Board could not have maximum cash advance amount, as
provision.5 adjusted the amount. defined in section 9(d) of the Securities
The Board expressed concern that a Investor Protection Act, 15 U.S.C. 78fff–
Conclusion
unilateral increase to the SIPA limit 3(d), would not be appropriate for the
could have unintended consequences, A present-day application of the five-year period beginning on January 1,
particularly in light of the issue not formula would increase the limit by 2017. Accordingly, the Board
having been widely studied or $20,000.8 The Board weighed the determined that the standard maximum
discussed. For example, increasing the relevant factors against a potential cash advance amount should remain at
SIPA limit above the deposit insurance adjustment of $20,000. The Board $250,000 per customer, effective January
limit could incentivize the movement of concluded that, on balance, in light of 1, 2017 and for the five years
funds to brokerage accounts as a savings the unprecedented break with the FDIC immediately thereafter.
vehicle, an outcome not consistent with limit that would result, with possibly For the Commission, by the Division of
the intent of SIPA. harmful consequences, and the absence Trading and Markets, pursuant to delegated
Finally, the Board considered the of evidence that an appreciable number authority.9
amount by which the limit of protection of investors would be benefitted, an Dated: February 22, 2016.
for allowed cash claims would change if adjustment to the limit of protection for Robert W. Errett,
adjusted for inflation. Under SIPA cash claims was not appropriate. Deputy Secretary.
Section 78fff–3(e)(1)(B), if the Board Accordingly, the Board determined that [FR Doc. 2016–04022 Filed 2–24–16; 8:45 am]
determines that an adjustment is the standard maximum cash advance BILLING CODE 8011–01–P
appropriate, then $250,000 is to be amount should remain at $250,000 per
multiplied by customer.’’
[t]he ratio of the annual value of the Personal * * * * * SECURITIES AND EXCHANGE
Consumption Expenditures Chain-Type Price COMMISSION
II. Date of Effectiveness and Timing for
Index (or any successor index thereto),
Commission Action [Release No. 34–77198; File No. SR–NYSE–
published by the Department of Commerce, 2016–12]
for the calendar year preceding the year in Within thirty-five days of the date of
which such determination is made, to the publication of this notice of the SIPC Self-Regulatory Organizations; New
published annual value of such index for the Board’s determination in the Federal York Stock Exchange LLC; Notice of
calendar year preceding the year in which Register, or within such longer period
this subsection was enacted. Filing and Immediate Effectiveness of
(i) as the Commission may designate of Proposed Rule Change Amending the
15 U.S.C. 78fff–3(e)(1)(B).6 Although not more than ninety days after such NYSE Listed Company Manual To
the amount of the inflation adjustment date if it finds such longer period to be Adopt a Requirement That Listed
need only be considered if the Board appropriate and publishes its reasons Foreign Private Issuers Must, at a
determines to adjust the $250,000 for for so finding or (ii) as to which SIPC Minimum, Submit a Form 6–K to the
inflation, see SIPA Section 78fff–3(e)(1), consents, the Commission shall: Securities and Exchange Commission
that determination would be (A) By order approve such Containing Semi-Annual Unaudited
meaningless if the adjustment resulted determination or Financial Information
in no change. This was the case on (B) Institute proceedings to determine
January 1, 2011, when application of the whether such determination should be February 19, 2016.
formula would have increased the limit disapproved. Pursuant to Section 19(b)(1) 1 of the
to the adjusted amount of $254,449.52.7 Securities Exchange Act of 1934
III. Notice of the Determination of the
However, under SIPA Section 78fff– (‘‘Act’’),2 and Rule 19b–4 thereunder,3
SIPC Board Not To Adjust the Standard
3(e)(2), because the adjusted amount notice is hereby given that on February
Maximum Cash Advance Amount for
must be rounded down to the nearest 5, 2016, New York Stock Exchange LLC
Inflation
$10,000 if it is not a multiple of $10,000, (‘‘NYSE’’ or ‘‘Exchange’’) filed with the
the limit would have remained at Effective January 1, 2016, the Board of Securities and Exchange Commission
$250,000. Even if it had determined to Directors of the Securities Investor (‘‘Commission’’) the proposed rule
Protection Corporation determined that change as described in Items I and II
5 12 U.S.C. 1821(a)(1)(F)(i)(I). See Deposit an inflation adjustment to the standard below, which Items have been prepared
Insurance Regulations; Permanent Increase in by the Exchange. The Commission is
Standard Coverage Amount; Advertisement of 8 The $20,000 is arrived at as follows: $250,000
Membership; International Banking; Foreign Banks,
publishing this notice to solicit
multiplied by 1.08763 which is the ratio of 108.763
75 FR 49363 n.6 (Aug. 13, 2010). (the annual value of the Price Index published by
comments on the proposed rule change
6 Under SIPA Sections 78fff–3(d) and 78fff–
the Department of Commerce for calendar year from interested persons.
3(e)(1), the Board was required to adjust the 2014), to 100.000 (the published annual value of the
maximum cash advance, if at all, after December 31, index for 2009, the calendar year preceding the year
I. Self-Regulatory Organization’s
2010, but no later than January 1, 2011, and then, in which subsection 78fff–3(e)(1)(B) was enacted) Statement of the Terms of Substance of
could do so every 5 years thereafter. Thus, the five- which equals $271,907.50. Rounded down to the Proposed Rule Change
year period after January 1, 2011, would occur in $270,000, the adjusted limit reflects an increase of
2016. Under SIPA Section 78fff–3(e)(4), any $20,000 from the $250,000 limit. Because the The Exchange proposes to amend the
adjustment to the amount of the cash advance determination is to be made for the calendar year NYSE Listed Company Manual (the
would take effect on January 1 of the year 2016, the annual value of the Price Index to be used ‘‘Manual’’) to adopt a requirement that
immediately after the year in which the adjustment is for the ‘‘calendar year preceding the year in
was made. which such determination is made,’’ namely, the
listed foreign private issuers must, at a
mstockstill on DSK4VPTVN1PROD with NOTICES
7 The calculation would be as follows: $250,000 year 2015. However, the 2015 annual value was not minimum, submit a Form 6–K to the
multiplied by 1.017798—the ratio of 111.112 (the available until after the end of the year. This Securities and Exchange Commission
annual value of the Price Index published by the calculation therefore was conditioned on the (‘‘SEC’’) containing semi-annual
Department of Commerce for 2010, the calendar assumption of no unexpected dramatic rise in
year preceding the year in which the determination inflation in calendar year 2015. See http:// 9 17
was to be made), to 109.169 (the published annual www.bea.gov/iTable/iTable.cfm?ReqID CFR 200.30–3(f)(3).
1 15 U.S.C. 78s(b)(1).
value of such index for 2009, the calendar year =9&step=1#reqid=9&step=3&isuri
2 15 U.S.C. 78a.
preceding the year in which the subsection was =1&904=2009&903=64&906=a&905
enacted)—equals $254,449.52. =2015&910=x&911=0. 3 17 CFR 240.19b–4.
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![Federal Register / Vol. 81, No. 37 / Thursday, February 25, 2016 / Notices 9565
practice in lieu of complying with the rule change is designed to mandate that burdensome on foreign private issuers
Exchange’s interim reporting foreign private issuer listed companies as the Exchange states in its filing that
requirements applicable to domestic must, at a minimum, provide semi- most, if not all, effected companies
companies, all listed foreign private annual financial information. As almost already provide such information on a
issuers will be required to disclose all NYSE-listed foreign private issuers voluntary basis. Therefore, the
interim financial information in a Form already provide this information and Commission believes that the new rule
6–K on a semi-annual basis in Nasdaq listed companies are already should help to ensure that investors will
compliance with proposed Section subject to a comparable rule, the have, or continue to have, the necessary
203.03. Exchange does not expect the rule information to make informed
2. Statutory Basis change to have any significant impact investments decisions for all listed
on competition. foreign private issuers. In addition,
The Exchange believes that the concerning the proposed changes on
proposed rule change is consistent with C. Self-Regulatory Organization’s
Statement on Comments on the continued listing for filing
Section 6(b) 8 of the Act, in general, and delinquencies under Section 802.01E of
furthers the objectives of Section 6(b)(5) Proposed Rule Change Received From
Members, Participants or Others the Manual, treating Exchange listed
of the Act,9 in particular in that it is
foreign private issuers that fail to timely
designed to promote just and equitable No written comments were solicited file semi-annual reports under the new
principles of trade, to foster cooperation or received with respect to the proposed rule similarly to listed domestic issuers
and coordination with persons engaged rule change. that fail to file timely interim reports
in regulating, clearing, settling,
III. Date of Effectiveness of the will help to ensure that investors have
processing information with respect to,
and facilitating transactions in Proposed Rule Change and Timing for information necessary to assess the
securities, to remove impediments to Commission Action company and support continued trading
and perfect the mechanism of a free and on the Exchange.14 Based on the above,
The Exchange has filed the proposed
open market and a national market rule change pursuant to Section the Commission believes that waiving
system, and, in general, to protect 19(b)(3)(A)(iii) of the Act 10 and Rule the 30-day operative delay is consistent
investors and the public interest and is with the protection of investors and the
19b–4(f)(6) thereunder.11 Because the
not designed to permit unfair public interest. Therefore, the
proposed rule change does not: (i)
discrimination between customers, Commission hereby waives the
Significantly affect the protection of
issuers, brokers, or dealers. The operative delay and designates the
investors or the public interest; (ii)
Exchange believes that the proposed proposed rule change operative upon
impose any significant burden on
amendment is consistent with the filing.15
competition; and (iii) become operative
investor protection objectives of Section prior to 30 days from the date on which At any time within 60 days of the
6(b)(5) because it is designed to ensure it was filed, or such shorter time as the filing of such proposed rule change, the
that listed companies provide timely Commission may designate, if Commission summarily may
financial information that is necessary consistent with the protection of temporarily suspend such rule change if
to enable investors to make informed investors and the public interest, the it appears to the Commission that such
investment decisions. The Exchange proposed rule change has become action is necessary or appropriate in the
believes that the proposed amendment effective pursuant to Section 19(b)(3)(A) public interest, for the protection of
does not unfairly discriminate among of the Act and Rule 19b–4(f)(6)(iii) investors, or otherwise in furtherance of
issuers, as, while it establishes a semi- thereunder. the purposes of the Act. If the
annual reporting requirement for foreign A proposed rule change filed under Commission takes such action, the
private issuers that is different from the Rule 19b–4(f)(6) 12 normally does not Commission shall institute proceedings
quarterly reporting to which domestic become operative prior to 30 days after under Section 19(b)(2)(B) 16 of the Act to
issuers are subject, this difference is the date of the filing. However, pursuant determine whether the proposed rule
consistent with the differential to Rule 19b4(f)(6)(iii),13 the Commission change should be approved or
requirements imposed by the SEC. In may designate a shorter time if such disapproved.
addition, while a small number of action is consistent with the protection
IV. Solicitation of Comments
companies will have less than six of investors and the public interest. The
months from the date of effectiveness of Exchange has asked the Commission to Interested persons are invited to
the proposed rule to submit their first waive the 30-day operative delay so that submit written data, views, and
required semi-annual report, the the proposal may become operative arguments concerning the foregoing,
Exchange does not believe that this is immediately upon filing. The Exchange including whether the proposed rule
unfairly discriminatory as the period stated that requiring semi-annual change is consistent with the Act.
available to those companies will not be reporting of summary financial Comments may be submitted by any of
significantly less than six months and information by listed foreign private the following methods:
will be adequate to enable them to meet issuers is consistent with the protection
the proposed [sic]. of investors and the public interest since Electronic Comments
it will ensure that investors have access
B. Self-Regulatory Organization’s
to information that is necessary for them • Use the Commission’s Internet
Statement on Burden on Competition comment form (http://www.sec.gov/
to make informed decisions about
rules/sro.shtml); or
mstockstill on DSK4VPTVN1PROD with NOTICES
The Exchange does not believe that investments in those companies. The
the proposed rule change will impose Commission believes that the proposed
14 See NYSE Listed Company Manual Section
any burden on competition that is not rule change will not be unduely 802.01E.
necessary or appropriate in furtherance 15 For the purposes only of waiving the 30-day
of the purpose of the Act. The proposed 10 15 U.S.C. 78s(b)(3)(A)(iii). operative delay, the Commission has considered the
11 17 CFR 240.19b–4(f)(6). proposed rule’s impact on efficiency, competition,
8 15 U.S.C. 78f(b). 12 17 CFR 240.19b–4(f)(6). and capital formation. See 15 U.S.C. 78c(f).
9 15 U.S.C. 78f(b)(5). 13 17 CFR 240.19b–4(f)(6)(iii). 16 15 U.S.C. 78s(b)(2)(B).
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![9566 Federal Register / Vol. 81, No. 37 / Thursday, February 25, 2016 / Notices
• Send an email to rule-comments@ SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
sec.gov. Please include File Number SR– COMMISSION Statement of the Purpose of, and the
NYSE–2016–12 on the subject line. Statutory Basis for, the Proposed Rule
[Release No. 34–77181; File No. SR–EDGX– Change
Paper Comments
2016–03] 1. Purpose
• Send paper comments in triplicate The Exchange proposes to amend
to Secretary, Securities and Exchange Self-Regulatory Organizations; EDGX
Rule 8.15 applicable to the Exchange’s
Commission, 100 F Street NE., Exchange, Inc.; Notice of Filing and
equity platform (‘‘EDGX Equities’’) to
Washington, DC 20549–1090. Immediate Effectiveness of Proposed remove the $2,500 penalty limitation
Rule Change to Rules 8.15, Imposition contained in Rule 8.15(a) in order to
All submissions should refer to File of Fines for Minor Violation(s) of Rules,
Number SR–NYSE–2016–12. This file modify the permissible penalties for
and 25.3, Penalty for Minor Rule minor rule violations with respect to
number should be included on the Violations, Amending the Exchange’s
subject line if email is used. To help the Rule 25.3 applicable to the EDGX
Minor Rule Violation Plan options platform (‘‘EDGX Options’’) and
Commission process and review your
to allow the Exchange the discretion to
comments more efficiently, please use February 19, 2016.
impose penalties in excess of $2,500
only one method. The Commission will Pursuant to Section 19(b)(1) of the under both the EDGX Equities and
post all comments on the Commission’s Securities Exchange Act of 1934 EDGX Options Minor Rule Violation
Internet Web site (http://www.sec.gov/ (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 Plans. The proposal further provides
rules/sro.shtml). Copies of the notice is hereby given that on February that only fines that do not exceed $2,500
submission, all subsequent 10, 2016, EDGX Exchange, Inc. (‘‘EDGX’’ will not be reported. Fines that exceed
amendments, all written statements or the ‘‘Exchange’’) filed with the $2,500 will continue to be publicly
with respect to the proposed rule Securities and Exchange Commission reported by the Exchange 3 and reported
change that are filed with the (‘‘Commission’’) the proposed rule as final in compliance with SEC Rule
Commission, and all written change as described in Items I, II, and 19d–1(c).4
communications relating to the III below, which Items have been Further, the Exchange proposes to
proposed rule change between the amend the EDGX Options Minor Rule
prepared by the Exchange. The
Commission and any person, other than Violation Plan penalty schedule
Commission is publishing this notice to
those that may be withheld from the contained in Rule 25.3(d)—for
solicit comments on the proposed rule violations of Rule 22.6(d) regarding
public in accordance with the change from interested persons.
provisions of 5 U.S.C. 552, will be Market Makers maintaining continuous
available for Web site viewing and I. Self-Regulatory Organization’s bids and offers—to aggregate violations
printing in the Commission’s Public Statement of the Terms of Substance of of Rule 22.6(d) that occur in a single
Reference Room, 100 F Street NE., the Proposed Rule Change month of a rolling 24-month period and
Washington, DC 20549, on official sanction such aggregated violations as a
The Exchange is proposing to amend single offense. The proposed amended
business days between the hours of
Rules 8.15 and 25.3 to amend the penalty schedule is substantially similar
10:00 a.m. and 3:00 p.m. Copies of the
Exchange’s Minor Rule Violation Plan. to International Securities Exchange
filing also will be available for (‘‘ISE’’) Rule 1614(d)(11) Minor Rule
inspection and copying at the principal The text of the proposed rule change
is available at the Exchange’s Web site Violation Plan penalties for continuous
office of the Exchange. All comments options quotation violations. In addition
received will be posted without change; at www.batstrading.com, at the
to these changes, the Exchange proposes
the Commission does not edit personal principal office of the Exchange, and at
to make minor non-substantive changes
identifying information from the Commission’s Public Reference
to conform to the Rules of BATS
submissions. You should submit only Room. Exchange, Inc., specifically by
information that you wish to make II. Self-Regulatory Organization’s capitalizing the term ‘‘rule’’ in Rule 8.15
available publicly. All submissions Statement of the Purpose of, and and by adding the words ‘‘and Policy’’
should refer to File Number SR–NYSE– Statutory Basis for, the Proposed Rule to Interpretation and Policy .01.
2016–12 and should be submitted on or Change Removal of Penalty Limitation
before March 17, 2016.
In its filing with the Commission, the Rule 25.3 states that the Exchange
For the Commission, by the Division of
Exchange included statements may proceed under the Minor Rule
Trading and Markets, pursuant to delegated
concerning the purpose of and basis for Violation Plan pursuant to the
authority.17
the proposed rule change and discussed procedures set forth in Rule 8.15
Brent J. Fields, applicable to EDGX Equities. Currently,
any comments it received on the
Secretary. Rule 8.15(a) states that the Exchange
proposed rule change. The text of these
[FR Doc. 2016–03962 Filed 2–24–16; 8:45 am]
statements may be examined at the may impose a fine ‘‘not to exceed
BILLING CODE 8011–01–P $2,500’’ for a minor rule violation.
places specified in Item IV below. The
Because existing Rule 25.3 recommends
Exchange has prepared summaries, set
the imposition of penalties in excess of
forth in Sections A, B, and C below, of
mstockstill on DSK4VPTVN1PROD with NOTICES
$2,500 in certain circumstances, the
the most significant parts of such
statements. 3 As set forth in Interpretation and Policy .01 to
Rule 8.11, except as provided in Rule 8.15(a), the
staff shall cause details regarding all formal
disciplinary actions where a final decision has been
issued to be published on a Web site maintained by
1 15 U.S.C. 78s(b)(1). the Exchange.
17 17 CFR 200.30–3(a)(12). 2 17 CFR 240.19b–4. 4 17 CFR 240.19d–1(c).
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Document Created: 2018-02-02 14:35:25
Document Modified: 2018-02-02 14:35:25
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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