82_FR_10962 82 FR 10931 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of a Proposed Rule Change To Conform to Proposed Amendment to Rule 15c6-1(a) Under the Securities Exchange Act of 1934 To Shorten the Standard Settlement Cycle for Most Broker-Dealer Transactions From Three Business Days After the Trade Date (“T+3”) to Two Business Days After the Trade Date (“T+2”)

82 FR 10931 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of a Proposed Rule Change To Conform to Proposed Amendment to Rule 15c6-1(a) Under the Securities Exchange Act of 1934 To Shorten the Standard Settlement Cycle for Most Broker-Dealer Transactions From Three Business Days After the Trade Date (“T+3”) to Two Business Days After the Trade Date (“T+2”)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 31 (February 16, 2017)

Page Range10931-10933
FR Document2017-03110

Federal Register, Volume 82 Issue 31 (Thursday, February 16, 2017)
[Federal Register Volume 82, Number 31 (Thursday, February 16, 2017)]
[Notices]
[Pages 10931-10933]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-03110]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80021; File No. SR-NYSE-2016-87]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Granting Approval of a Proposed Rule Change To Conform to Proposed 
Amendment to Rule 15c6-1(a) Under the Securities Exchange Act of 1934 
To Shorten the Standard Settlement Cycle for Most Broker-Dealer 
Transactions From Three Business Days After the Trade Date (``T+3'') to 
Two Business Days After the Trade Date (``T+2'')

February 10, 2017.

I. Introduction

    On December 15, 2016, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to conform its rules to an amendment proposed by 
the Commission to Rule 15c6-1(a) under the Act to shorten the standard 
settlement cycle for most broker-dealer transactions from three 
business days after the trade date (``T+3'') to two business days after 
the trade date (``T+2'').\3\ The proposed rule change was published for 
comment in the Federal Register on December 29, 2016.\4\ The Commission 
received two comments on the proposal, each of which supports the 
proposed rule change.\5\ This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 78962 (Sept. 28, 
2016), 81 FR 69240 (Oct. 5, 2016) (File No. S7-22-16) (``T+2 
Proposing Release'').
    \4\ See Securities Exchange Act Release No. 79659 (Dec. 22, 
2016), 81 FR 84635 (Dec. 29, 2016).
    \5\ See Letters from Manisha Kimmel, Chief Regulatory Officer, 
Wealth Management, Thomson Reuters, dated January 19, 2017; and 
Thomas F. Price, Managing Director, Operations, Technology & BCP, 
Securities Industry and Financial Markets Association (``SIFMA''), 
dated January 19, 2017.

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[[Page 10932]]

II. Description of the Proposal

    The Exchange proposes to adopt Rules 14T (Non-Regular Way 
Settlement Instructions for Orders); Dealings and SettlementsT (Rules 
45-299C); 64T (Bonds, Rights and 100-Share-Unit Stocks); 235T (Ex-
Dividend, Ex-Rights); 236T (Ex-Warrants); 257T (Deliveries After ``Ex'' 
Date); 282.65T (Failure to Deliver and Liability Notice Procedures); 
and Section 703.02T (part 2) of the Listed Company Manual (Stock Split/
Stock Rights/Stock Dividend Listing Process) in order to conform the 
Exchange's rulebook to the Commission's proposed amendment to Rule 
15c6-1(a) under the Act, which would shorten the standard settlement 
cycle from T+3 to T+2 for most broker-dealer transactions.
    Exchange Rule 14 defines ``non-regular way'' settlement 
instructions as instructions that allow for settlement other than 
``regular way'' (i.e., other than settlement on the third business day 
following trade date for securities other than U.S. Government 
Securities). Proposed Exchange Rule 14T would amend this definition to 
replace ``third business day'' with ``second business day.''
    The Exchange proposes similar changes to Exchange rules related to 
Dealing and Settlements. Exchange rules related to Dealing and 
Settlements define ``regular way'' as ``due on the third business day 
following the day of the contract.'' Proposed Exchange Rule Dealing and 
SettlementsT would replace ``third business day'' with ``second 
business day.''
    Similarly, Exchange Rule 64(a) defines ``regular way'' as ``for 
delivery on the third business day following the day of the contract.'' 
Proposed Exchange Rule 64T(a) would replace ``third business day'' with 
``second business day.'' Exchange Rule 64(a)(ii) currently provides 
that on the second and third business days preceding the final day for 
subscription, bids and offers in rights to subscribe shall be made only 
``next day.'' To conform with the move to a T+2 settlement cycle, 
proposed Exchange Rule 64T(a)(ii) would delete the reference to the 
third business day preceding the final day for subscription, because in 
a T+2 settlement cycle, bids and offers in rights to subscribe on that 
day would simply be subject to ``regular way'' settlement. Under 
Current Rule 64(c), all ``seller's option'' trades, for delivery 
between 2 and 60 business days, should be reported to the tape only in 
calendar days. The Exchange proposes to amend Exchange Rule 64T(c) to 
replace the reference to ``two'' with a reference to ``three.''
    Exchange Rule 235 provides that transactions in stocks, except 
those made for ``cash'' as prescribed in Exchange Rule 14, shall be ex-
dividend or ex-rights on the second business day preceding the record 
date fixed by the corporation or the date of the closing of transfer 
books. The Exchange proposes in Exchange Rule 235T to change ``second 
business day preceding'' to ``business day preceding.'' The current 
Exchange Rule 235 further provides that, if the record date or closing 
of transfer books occurs upon a day other than a business day, Exchange 
Rule 235 shall apply for the third preceding business day. The Exchange 
proposes to change ``third preceding business day'' to ``second 
preceding business day'' in proposed Exchange Rule 235T.
    Exchange Rule 236 pertaining to ex-warrants similarly provides that 
transactions in securities that have subscription warrants attached, 
except those made for cash, shall be ex-warrants on the second business 
day preceding the date of expiration of the warrants, except that when 
the date of expiration occurs on a day other than a business day, the 
transactions shall be ex-warrants on the third business day preceding 
the date of expiration. The Exchange proposes to adopt proposed 
Exchange Rule 236T and change the warrant period to the business day 
preceding expiration of the warrants instead of the second business 
day. Under proposed Exchange Rule 236T, when warrant expiration does 
not occur on a business day, the ex-warrant period will begin on the 
second business day preceding the expiration date instead of on the 
third business day.
    Exchange Rule 257 prescribes that the time frame for delivery of 
dividends or rights for securities sold before the ``ex'' date but 
delivered after the record date must occur within three days after the 
record date. Proposed Exchange Rule 257T would shorten the time frame 
to two days.
    Subdivision (1)(A) of Supplementary Material .65 to current 
Exchange Rule 282 provides that, when a liability notice is sent by 
parties to a contract who are not both participants in a Qualified 
Clearing Agency that has an automated service for notifying a failing 
party of the liability that will be attendant to a failure to deliver, 
that notice must be issued no later than one business day prior to the 
latest time and the date of the offer or other event in order to obtain 
the protection provided under Exchange Rule 282. The Exchange proposes 
to amend the Supplementary Material so that Exchange Rule 282.65T(1)(A) 
would provide that, to obtain the protection provided by Exchange Rule 
282, the receiving member organization must send the liability notice 
to the delivering member organization as soon as practicable but not 
later than two hours prior to the cutoff time set forth in the 
instructions on a specific offer or other event.
    Finally, Section 703.02 (part 2) of the Listed Company Manual 
prescribes that a distribution of less than 25% of a company's common 
stock is traded ``ex'' on or after the second business day after the 
record date. This procedure is based on the Exchange's current three-
day delivery rule in which contracts made on the Exchange for the 
purchase and sale of securities are settled by delivery on the third 
business day after the contract is made, unless other terms of 
settlement are specified at the time the contract is made. The Exchange 
proposes to adopt Section 703.02T (part 2) to provide that a 
distribution of less than 25% of a company's common stock is traded 
``ex'' on and after the business day prior to the record date.
    The Exchange proposes to adopt the rules but delay making the rules 
operative until the compliance date of any amendment to Rule 15c6-1(a) 
under the Act that the Commission adopts. The Exchange proposes to add 
preambles to each amended rule, and to the rule it would replace, to 
provide that (1) the existing rule will remain operative until the 
Exchange files separate proposed rule changes as necessary to establish 
the operative date of the revised rule, to delete the current rule and 
proposed preamble, and to remove the preamble text from the revised 
rule; and (2) in addition to filing the necessary proposed rule 
changes, the Exchange will announce via Information Memo the operative 
date of the deletion of the current rule and implementation of the 
proposed rule designated with a T.

III. Discussion and Commission's Findings

    After careful review of the proposed rule change and the comments, 
the Commission finds that the proposal is consistent with the 
requirements of the Act and the rules and regulations thereunder that 
are applicable to a national securities exchange.\6\ Specifically, the 
Commission finds that the rule change is consistent with Section 
6(b)(5) of the Act,\7\ which requires that the rules of a national 
securities exchange be designed, among

[[Page 10933]]

other things, to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and to protect investors and the public interest.
---------------------------------------------------------------------------

    \6\ In approving this proposed rule change, the Commission has 
considered the rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As noted above, the Commission received two comment letters on the 
proposed rule change.\8\ Both comment letters express support for 
Commission approval of the proposed rule change.
---------------------------------------------------------------------------

    \8\ See supra note 5.
---------------------------------------------------------------------------

    The Commission notes that the proposal would amend the Exchange's 
rules to conform to the amendment that the Commission has proposed to 
Rule 15c6-1(a) under the Act \9\ and support a move to a T+2 standard 
settlement cycle. In the T+2 Proposing Release the Commission stated 
its preliminary belief that shortening the standard settlement cycle 
from T+3 to T+2 will result in a reduction of credit, market, and 
liquidity risk,\10\ and as a result a reduction in systemic risk for 
U.S. market participants.\11\ The Commission also notes that it has not 
yet adopted the proposed amendment to Rule 15c6-1(a) under the Act and 
that the Exchange has, accordingly, not proposed to make its amended 
rules operative at present. Instead, the Exchange has proposed to 
announce the operative date of the Exchange's proposal via Information 
Memo and by filing a separate proposed rule change. The Commission 
expects that the operative date of the proposed rule change would 
correspond with the compliance date of any amendment to Rule 15c6-1(a) 
that is adopted by the Commission. The Commission notes that, in 
October 2014, Depository Trust and Clearing Corporation, in 
collaboration with the Investment Company Institute, SIFMA, and other 
market participants, formed an Industry Steering Group (``ISC'') and an 
industry working group to facilitate the transition to a T+2 settlement 
cycle for U.S. trades in equities, corporate and municipal bonds, and 
unit investment trusts.\12\ The ISC has identified September 5, 2017, 
as the target date for the transition to a T+2 settlement cycle to 
occur.\13\
---------------------------------------------------------------------------

    \9\ See supra note 3.
    \10\ Credit risk refers to the risk that the credit quality of 
one party to a transaction will deteriorate to the extent that it is 
unable to fulfill its obligations to its counterparty on settlement 
date. Market risk refers to the risk that the value of securities 
bought and sold will change between trade execution and settlement 
such that the completion of the trade would result in a financial 
loss. Liquidity risk describes the risk that an entity will be 
unable to meet financial obligations on time due to an inability to 
deliver funds or securities in the form required though it may 
possess sufficient financial resources in other forms. See T+2 
Proposing Release, supra note 3, 81 FR at 69241 n. 3.
    \11\ See T+2 Proposing Release, supra note 3, 81 FR at 69241.
    \12\ See Press Release, DTCC, Industry Steering Committee and 
Working Group Formed to Drive Implementation of T+2 in the U.S. 
(Oct. 2014), http://www.dtcc.com/news/2014/october/16/ust2.aspx.
    \13\ See Press Release, ISC, US T+2 ISC Recommends Move to 
Shorter Settlement Cycle On September 5, 2017 (Mar. 7, 2016), http://www.ust2.com/pdfs/T2-ISC-recommends-shorter-settlement-030716.pdf.
---------------------------------------------------------------------------

    For the reasons noted above, the Commission finds that the proposal 
is consistent with the requirements of the Act and would 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 to protect investors and the public interest.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\14\ that the proposed rule change (SR-NYSE-2016-87), be and hereby 
is, approved.
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    \14\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03110 Filed 2-15-17; 8:45 am]
BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices                                                 10931

                                                    Gemini’s functionality prevents                         simplify functionality available on the               Nos. 1 and 2, be, and hereby is,
                                                    Immediate-or-Cancel (‘‘IOC’’) orders                    Exchange and reduce the complexity of                 approved.
                                                    entered by a market maker from trading                  its order types.68 The Exchange further                 For the Commission, by the Division of
                                                    with the market maker’s own quote.62                    represents that the utilization of                    Trading and Markets, pursuant to delegated
                                                    The Exchange proposes to replace this                   minimum quantity orders by its                        authority.75
                                                    self-trade protection with anti-                        members has been very limited and is                  Eduardo A. Aleman,
                                                    internalization functionality currently                 currently being utilized to transact less             Assistant Secretary.
                                                    offered on Phlx.63 The Exchange                         than 1% of the Exchange’s volume.69
                                                                                                                                                                  [FR Doc. 2017–03101 Filed 2–15–17; 8:45 am]
                                                    proposes to provide that quotes and                     Accordingly, the Commission believes it
                                                                                                                                                                  BILLING CODE 8011–01–P
                                                    orders entered by market makers using                   is appropriate for the Exchange to
                                                    the same member identifier will not be                  remove references to the minimum
                                                    executed against quotes and orders                      quantity order type.
                                                                                                                                                                  SECURITIES AND EXCHANGE
                                                    entered on the opposite side of the
                                                                                                            I. Delay of Implementation of Directed                COMMISSION
                                                    market by the same market maker using
                                                                                                            Orders and Qualified Contingent Cross
                                                    the same member identifier. In such a
                                                                                                            Orders                                                [Release No. 34–80021; File No. SR–NYSE–
                                                    case, the system will cancel the resting
                                                    quote or order back to the entering party                  Currently, ISE Gemini rules provide                2016–87]
                                                    prior to execution. The proposed anti-                  for the use of Directed Orders 70 and
                                                                                                            Qualified Contingent Cross Orders.71                  Self-Regulatory Organizations; New
                                                    internalization functionality will not
                                                                                                            The Exchange proposes to amend ISE                    York Stock Exchange LLC; Order
                                                    apply in any auction. The Exchange
                                                    states that this proposed functionality                 Gemini Rules 721 (Crossing Orders) and                Granting Approval of a Proposed Rule
                                                    does not modify the duty of best                        811 (Directed Orders) to note that these              Change To Conform to Proposed
                                                    execution owed to public customer                       functionalities will not be available as of           Amendment to Rule 15c6–1(a) Under
                                                    orders.64                                               a certain date in the first quarter of 2017           the Securities Exchange Act of 1934 To
                                                      The Exchange represents that the                      to be announced in a notice. The                      Shorten the Standard Settlement Cycle
                                                    proposal is designed to assist market                   Exchange represents that it will                      for Most Broker-Dealer Transactions
                                                    makers in reducing trading costs from                   recommence the Directed Orders and                    From Three Business Days After the
                                                    unwanted executions potentially                         Qualified Contingent Cross                            Trade Date (‘‘T+3’’) to Two Business
                                                    resulting from the interaction of                       functionalities on ISE Gemini within                  Days After the Trade Date (‘‘T+2’’)
                                                    executable interest from the same firm                  one year from the date of the filing of               February 10, 2017.
                                                    performing the same market making                       the proposed rule change. Otherwise,
                                                    function.65 The Commission believes                     the Exchange will file a rule proposal                I. Introduction
                                                    that the proposed rule is reasonably                    with the Commission to remove these
                                                    designed to prevent the unwanted                        rules.                                                   On December 15, 2016, New York
                                                    execution of quotes and orders entered                     The Exchange represents that it                    Stock Exchange LLC (‘‘NYSE’’ or
                                                    by market makers using the same                         proposes to delay the implementation of               ‘‘Exchange’’) filed with the Securities
                                                    member identifier.                                      the Directed Order and Qualified                      and Exchange Commission
                                                                                                            Contingent Cross Order functionalities                (‘‘Commission’’), pursuant to Section
                                                    H. Minimum Execution Quantity Orders                    on ISE Gemini to provide the Exchange                 19(b)(1) of the Securities Exchange Act
                                                      The Exchange proposes to amend ISE                    additional time to rebuild the required               of 1934 (‘‘Act’’) 1 and Rule 19b–4
                                                    Gemini Rule 715 (Types of Orders) to                    technology on the new platform.72 The                 thereunder,2 a proposed rule change to
                                                    remove minimum quantity orders in                       Exchange further represents that                      conform its rules to an amendment
                                                    subpart (q).66 The Exchange states that                 members have been given adequate                      proposed by the Commission to Rule
                                                    the utilization of minimum quantity                     notice of the implementation dates and                15c6–1(a) under the Act to shorten the
                                                    orders by its members has been very                     that the Exchange will provide further                standard settlement cycle for most
                                                    limited, and therefore proposes to                      notifications to members to ensure                    broker-dealer transactions from three
                                                    remove this order type.67 Furthermore,                  clarity about the delay of                            business days after the trade date
                                                    the Exchange proposes to remove two                     implementation of these                               (‘‘T+3’’) to two business days after the
                                                    references to minimum quantity orders                   functionalities.73 The Commission                     trade date (‘‘T+2’’).3 The proposed rule
                                                    in Supplementary Material .02 to ISE                    believes that the proposed rule change                change was published for comment in
                                                    Gemini Rule 713 and in Supplementary                    helps ensure clarity about the delay of               the Federal Register on December 29,
                                                    Material .04 to ISE Gemini Rule 717.                    implementation of this functionality.                 2016.4 The Commission received two
                                                      The Exchange states that the removing                    For these reasons, the Commission                  comments on the proposal, each of
                                                    the minimum quantity order type would                   believes that the proposed rule change,               which supports the proposed rule
                                                                                                            as modified by Amendment Nos. 1 and                   change.5 This order approves the
                                                      62 See  id.                                           2, is consistent with the Act.                        proposed rule change.
                                                      63 See  Phlx Rule 1080(p)(2).
                                                      64 See  Notice, supra note 3, at 96120.               IV. Conclusion
                                                                                                                                                                    75 17 CFR 200.30–3(a)(12).
                                                      65 See Notice, supra note 3, at 96123.
                                                                                                              It is therefore ordered, pursuant to                  1 15 U.S.C. 78s(b)(1).
                                                      66 A Minimum Quantity Order is an order type
                                                                                                            Section 19(b)(2) of the Act,74 that the                 2 17 CFR 240.19b–4.
                                                    that is available for partial execution only for a
                                                                                                            proposed rule change (SR–ISEGemini-                     3 See Securities Exchange Act Release No. 78962
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    specified number of contracts or greater. A member
                                                    may specify whether any subsequent executions of        2016–17), as modified by Amendment                    (Sept. 28, 2016), 81 FR 69240 (Oct. 5, 2016) (File
                                                    the order must also be for the specified number of                                                            No. S7–22–16) (‘‘T+2 Proposing Release’’).
                                                                                                                                                                    4 See Securities Exchange Act Release No. 79659
                                                    contracts or greater, or if the balance may be            68 See Notice, supra note 3, at 96123.
                                                    executed as a regular order. If all executions are to     69 See
                                                                                                                                                                  (Dec. 22, 2016), 81 FR 84635 (Dec. 29, 2016).
                                                                                                                     Notice, supra note 3, at 96120 n.35.
                                                    be for a specified number of contracts or greater and     70 See ISE Gemini Rule 811.
                                                                                                                                                                    5 See Letters from Manisha Kimmel, Chief

                                                    the balance of the order after one or more partial                                                            Regulatory Officer, Wealth Management, Thomson
                                                                                                              71 See ISE Gemini Rule 715(j).
                                                    execution(s) is less than the minimum, such                                                                   Reuters, dated January 19, 2017; and Thomas F.
                                                                                                              72 See Notice, supra note 3, at 96123.
                                                    balance is treated as all-or-none. See ISE Gemini                                                             Price, Managing Director, Operations, Technology &
                                                    Rule 715(q).                                              73 See id.
                                                                                                                                                                  BCP, Securities Industry and Financial Markets
                                                      67 See Notice, supra note 3, at 96120.                  74 15 U.S.C. 78s(b)(2).                             Association (‘‘SIFMA’’), dated January 19, 2017.



                                               VerDate Sep<11>2014   19:05 Feb 15, 2017   Jkt 241001   PO 00000   Frm 00061   Fmt 4703   Sfmt 4703   E:\FR\FM\16FEN1.SGM    16FEN1


                                                    10932                       Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices

                                                    II. Description of the Proposal                            Exchange Rule 235 provides that                    provided by Exchange Rule 282, the
                                                       The Exchange proposes to adopt                       transactions in stocks, except those                  receiving member organization must
                                                    Rules 14T (Non-Regular Way Settlement                   made for ‘‘cash’’ as prescribed in                    send the liability notice to the
                                                    Instructions for Orders); Dealings and                  Exchange Rule 14, shall be ex-dividend                delivering member organization as soon
                                                    SettlementsT (Rules 45–299C); 64T                       or ex-rights on the second business day               as practicable but not later than two
                                                    (Bonds, Rights and 100-Share-Unit                       preceding the record date fixed by the                hours prior to the cutoff time set forth
                                                    Stocks); 235T (Ex-Dividend, Ex-Rights);                 corporation or the date of the closing of             in the instructions on a specific offer or
                                                    236T (Ex-Warrants); 257T (Deliveries                    transfer books. The Exchange proposes                 other event.
                                                                                                            in Exchange Rule 235T to change                          Finally, Section 703.02 (part 2) of the
                                                    After ‘‘Ex’’ Date); 282.65T (Failure to
                                                                                                            ‘‘second business day preceding’’ to                  Listed Company Manual prescribes that
                                                    Deliver and Liability Notice
                                                                                                            ‘‘business day preceding.’’ The current               a distribution of less than 25% of a
                                                    Procedures); and Section 703.02T (part
                                                                                                            Exchange Rule 235 further provides                    company’s common stock is traded ‘‘ex’’
                                                    2) of the Listed Company Manual (Stock
                                                                                                            that, if the record date or closing of                on or after the second business day after
                                                    Split/Stock Rights/Stock Dividend                                                                             the record date. This procedure is based
                                                                                                            transfer books occurs upon a day other
                                                    Listing Process) in order to conform the                                                                      on the Exchange’s current three-day
                                                                                                            than a business day, Exchange Rule 235
                                                    Exchange’s rulebook to the                                                                                    delivery rule in which contracts made
                                                                                                            shall apply for the third preceding
                                                    Commission’s proposed amendment to                                                                            on the Exchange for the purchase and
                                                                                                            business day. The Exchange proposes to
                                                    Rule 15c6–1(a) under the Act, which                                                                           sale of securities are settled by delivery
                                                                                                            change ‘‘third preceding business day’’
                                                    would shorten the standard settlement                                                                         on the third business day after the
                                                                                                            to ‘‘second preceding business day’’ in
                                                    cycle from T+3 to T+2 for most broker-                                                                        contract is made, unless other terms of
                                                                                                            proposed Exchange Rule 235T.
                                                    dealer transactions.                                       Exchange Rule 236 pertaining to ex-                settlement are specified at the time the
                                                       Exchange Rule 14 defines ‘‘non-                      warrants similarly provides that                      contract is made. The Exchange
                                                    regular way’’ settlement instructions as                transactions in securities that have                  proposes to adopt Section 703.02T (part
                                                    instructions that allow for settlement                  subscription warrants attached, except                2) to provide that a distribution of less
                                                    other than ‘‘regular way’’ (i.e., other                 those made for cash, shall be ex-                     than 25% of a company’s common stock
                                                    than settlement on the third business                   warrants on the second business day                   is traded ‘‘ex’’ on and after the business
                                                    day following trade date for securities                 preceding the date of expiration of the               day prior to the record date.
                                                    other than U.S. Government Securities).                 warrants, except that when the date of                   The Exchange proposes to adopt the
                                                    Proposed Exchange Rule 14T would                        expiration occurs on a day other than a               rules but delay making the rules
                                                    amend this definition to replace ‘‘third                business day, the transactions shall be               operative until the compliance date of
                                                    business day’’ with ‘‘second business                   ex-warrants on the third business day                 any amendment to Rule 15c6–1(a) under
                                                    day.’’                                                  preceding the date of expiration. The                 the Act that the Commission adopts.
                                                       The Exchange proposes similar                        Exchange proposes to adopt proposed                   The Exchange proposes to add
                                                    changes to Exchange rules related to                    Exchange Rule 236T and change the                     preambles to each amended rule, and to
                                                    Dealing and Settlements. Exchange rules                 warrant period to the business day                    the rule it would replace, to provide that
                                                    related to Dealing and Settlements                      preceding expiration of the warrants                  (1) the existing rule will remain
                                                    define ‘‘regular way’’ as ‘‘due on the                  instead of the second business day.                   operative until the Exchange files
                                                    third business day following the day of                 Under proposed Exchange Rule 236T,                    separate proposed rule changes as
                                                    the contract.’’ Proposed Exchange Rule                  when warrant expiration does not occur                necessary to establish the operative date
                                                    Dealing and SettlementsT would replace                  on a business day, the ex-warrant period              of the revised rule, to delete the current
                                                    ‘‘third business day’’ with ‘‘second                    will begin on the second business day                 rule and proposed preamble, and to
                                                    business day.’’                                         preceding the expiration date instead of              remove the preamble text from the
                                                       Similarly, Exchange Rule 64(a)                       on the third business day.                            revised rule; and (2) in addition to filing
                                                    defines ‘‘regular way’’ as ‘‘for delivery                  Exchange Rule 257 prescribes that the              the necessary proposed rule changes,
                                                    on the third business day following the                 time frame for delivery of dividends or               the Exchange will announce via
                                                    day of the contract.’’ Proposed Exchange                rights for securities sold before the ‘‘ex’’          Information Memo the operative date of
                                                    Rule 64T(a) would replace ‘‘third                       date but delivered after the record date              the deletion of the current rule and
                                                    business day’’ with ‘‘second business                   must occur within three days after the                implementation of the proposed rule
                                                    day.’’ Exchange Rule 64(a)(ii) currently                record date. Proposed Exchange Rule                   designated with a T.
                                                    provides that on the second and third                   257T would shorten the time frame to
                                                    business days preceding the final day                                                                         III. Discussion and Commission’s
                                                                                                            two days.
                                                    for subscription, bids and offers in                       Subdivision (1)(A) of Supplementary                Findings
                                                    rights to subscribe shall be made only                  Material .65 to current Exchange Rule                    After careful review of the proposed
                                                    ‘‘next day.’’ To conform with the move                  282 provides that, when a liability                   rule change and the comments, the
                                                    to a T+2 settlement cycle, proposed                     notice is sent by parties to a contract               Commission finds that the proposal is
                                                    Exchange Rule 64T(a)(ii) would delete                   who are not both participants in a                    consistent with the requirements of the
                                                    the reference to the third business day                 Qualified Clearing Agency that has an                 Act and the rules and regulations
                                                    preceding the final day for subscription,               automated service for notifying a failing             thereunder that are applicable to a
                                                    because in a T+2 settlement cycle, bids                 party of the liability that will be                   national securities exchange.6
                                                    and offers in rights to subscribe on that               attendant to a failure to deliver, that               Specifically, the Commission finds that
                                                    day would simply be subject to ‘‘regular                notice must be issued no later than one               the rule change is consistent with
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    way’’ settlement. Under Current Rule                    business day prior to the latest time and             Section 6(b)(5) of the Act,7 which
                                                    64(c), all ‘‘seller’s option’’ trades, for              the date of the offer or other event in               requires that the rules of a national
                                                    delivery between 2 and 60 business                      order to obtain the protection provided               securities exchange be designed, among
                                                    days, should be reported to the tape                    under Exchange Rule 282. The
                                                                                                                                                                     6 In approving this proposed rule change, the
                                                    only in calendar days. The Exchange                     Exchange proposes to amend the
                                                                                                                                                                  Commission has considered the rule’s impact on
                                                    proposes to amend Exchange Rule                         Supplementary Material so that                        efficiency, competition, and capital formation. See
                                                    64T(c) to replace the reference to ‘‘two’’              Exchange Rule 282.65T(1)(A) would                     15 U.S.C. 78c(f).
                                                    with a reference to ‘‘three.’’                          provide that, to obtain the protection                   7 15 U.S.C. 78f(b)(5).




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                                                                                   Federal Register / Vol. 82, No. 31 / Thursday, February 16, 2017 / Notices                                                      10933

                                                    other things, to prevent fraudulent and                      to a T+2 settlement cycle for U.S. trades           prepared by the Exchange. The
                                                    manipulative acts and practices, to                          in equities, corporate and municipal                Commission is publishing this notice to
                                                    promote just and equitable principles of                     bonds, and unit investment trusts.12 The            solicit comments on the proposed rule
                                                    trade, to foster cooperation and                             ISC has identified September 5, 2017, as            change from interested persons.
                                                    coordination with persons engaged in                         the target date for the transition to a T+2
                                                                                                                                                                     I. Self-Regulatory Organization’s
                                                    regulating, clearing, settling, processing                   settlement cycle to occur.13
                                                                                                                   For the reasons noted above, the                  Statement of the Terms of Substance of
                                                    information with respect to, and
                                                                                                                 Commission finds that the proposal is               the Proposed Rule Change
                                                    facilitating transactions in securities, to
                                                    remove impediments to and perfect the                        consistent with the requirements of the                The Exchange proposes to amend the
                                                    mechanism of a free and open market                          Act and would foster cooperation and                Exchange’s Pricing Schedule at Section
                                                    and a national market system, and to                         coordination with persons engaged in                I, entitled ‘‘Rebates and Fees for Adding
                                                    protect investors and the public interest.                   regulating, clearing, settling, processing          and Removing Liquidity in SPY,’’ and
                                                       As noted above, the Commission                            information with respect to, and                    Section II, entitled ‘‘Multiply Listed
                                                    received two comment letters on the                          facilitating transactions in securities, to         Options Fees’’ 3 to amend various
                                                    proposed rule change.8 Both comment                          remove impediments to and perfect the               transaction fees and rebates.
                                                    letters express support for Commission                       mechanism of a free and open market                    The text of the proposed rule change
                                                    approval of the proposed rule change.                        and a national market system, and to                is available on the Exchange’s Web site
                                                       The Commission notes that the                             protect investors and the public interest.          at http://nasdaqphlx.cchwallstreet
                                                    proposal would amend the Exchange’s                                                                              .com/, at the principal office of the
                                                    rules to conform to the amendment that                       IV. Conclusion                                      Exchange, and at the Commission’s
                                                    the Commission has proposed to Rule                            It is therefore ordered, pursuant to              Public Reference Room.
                                                    15c6–1(a) under the Act 9 and support a                      Section 19(b)(2) of the Act,14 that the
                                                                                                                 proposed rule change (SR–NYSE–2016–                 II. Self-Regulatory Organization’s
                                                    move to a T+2 standard settlement
                                                                                                                 87), be and hereby is, approved.                    Statement of the Purpose of, and
                                                    cycle. In the T+2 Proposing Release the
                                                                                                                                                                     Statutory Basis for, the Proposed Rule
                                                    Commission stated its preliminary belief                       For the Commission, by the Division of            Change
                                                    that shortening the standard settlement                      Trading and Markets, pursuant to delegated
                                                    cycle from T+3 to T+2 will result in a                       authority.15                                           In its filing with the Commission, the
                                                    reduction of credit, market, and                             Eduardo A. Aleman,                                  Exchange included statements
                                                    liquidity risk,10 and as a result a                          Assistant Secretary.                                concerning the purpose of and basis for
                                                    reduction in systemic risk for U.S.                          [FR Doc. 2017–03110 Filed 2–15–17; 8:45 am]
                                                                                                                                                                     the proposed rule change and discussed
                                                    market participants.11 The Commission                                                                            any comments it received on the
                                                                                                                 BILLING CODE 8011–01–P
                                                    also notes that it has not yet adopted the                                                                       proposed rule change. The text of these
                                                    proposed amendment to Rule 15c6–1(a)                                                                             statements may be examined at the
                                                    under the Act and that the Exchange                          SECURITIES AND EXCHANGE                             places specified in Item IV below. The
                                                    has, accordingly, not proposed to make                       COMMISSION                                          Exchange has prepared summaries, set
                                                    its amended rules operative at present.                                                                          forth in sections A, B, and C below, of
                                                    Instead, the Exchange has proposed to                        [Release No. 34–80008; File No. SR–Phlx–            the most significant aspects of such
                                                                                                                 2017–09]                                            statements.
                                                    announce the operative date of the
                                                    Exchange’s proposal via Information                          Self-Regulatory Organizations;                      A. Self-Regulatory Organization’s
                                                    Memo and by filing a separate proposed                       NASDAQ PHLX LLC; Notice of Filing                   Statement of the Purpose of, and
                                                    rule change. The Commission expects                          and Immediate Effectiveness of                      Statutory Basis for, the Proposed Rule
                                                    that the operative date of the proposed                      Proposed Rule Change To Amend                       Change
                                                    rule change would correspond with the                        Sections I and II of the Pricing
                                                    compliance date of any amendment to                          Schedule                                            1. Purpose
                                                    Rule 15c6–1(a) that is adopted by the                                                                               The purpose of the proposed rule
                                                    Commission. The Commission notes                             February 10, 2017.                                  change is to amend the Exchange’s
                                                    that, in October 2014, Depository Trust                         Pursuant to Section 19(b)(1) of the              Pricing Schedule at Section I, entitled
                                                    and Clearing Corporation, in                                 Securities Exchange Act of 1934                     ‘‘Rebates and Fees for Adding and
                                                    collaboration with the Investment                            (‘‘Act’’),1 and Rule 19b–4 thereunder,2             Removing Liquidity in SPY,’’ to (i)
                                                    Company Institute, SIFMA, and other                          notice is hereby given that, on February            amend the Simple Order Rebate for
                                                    market participants, formed an Industry                      1, 2017, NASDAQ PHLX LLC (‘‘Phlx’’ or               Adding Liquidity which is paid to
                                                    Steering Group (‘‘ISC’’) and an industry                     ‘‘Exchange’’) filed with the Securities             Specialists 4 and Market Makers; 5
                                                    working group to facilitate the transition                   and Exchange Commission (‘‘SEC’’ or
                                                                                                                 ‘‘Commission’’) the proposed rule                      3 Multiply Listed Options includes options
                                                      8 See  supra note 5.                                       change as described in Items I, II, and             overlying equities, ETFs, ETNs and indexes which
                                                       9 See supra note 3.                                                                                           are Multiply Listed.
                                                                                                                 III below, which Items have been
                                                       10 Credit risk refers to the risk that the credit                                                                4 The term ‘‘Specialist’’ applies to transactions for

                                                    quality of one party to a transaction will deteriorate         12 See Press Release, DTCC, Industry Steering     the account of a Specialist (as defined in Exchange
                                                    to the extent that it is unable to fulfill its obligations                                                       Rule 1020(a)).
                                                                                                                 Committee and Working Group Formed to Drive
                                                    to its counterparty on settlement date. Market risk                                                                 5 The term ‘‘Market Maker’’ describes fees and
                                                                                                                 Implementation of T+2 in the U.S. (Oct. 2014),
                                                    refers to the risk that the value of securities bought                                                           rebates applicable to Registered Options Traders
                                                                                                                 http://www.dtcc.com/news/2014/october/16/
                                                    and sold will change between trade execution and
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                                 ust2.aspx.                                          (‘‘ROT’’), Streaming Quote Traders (‘‘SQT’’) and
                                                    settlement such that the completion of the trade               13 See Press Release, ISC, US T+2 ISC             Remote Streaming Quote Traders (‘‘RSQT’’). A ROT
                                                    would result in a financial loss. Liquidity risk                                                                 is defined in Exchange Rule 1014(b) as a regular
                                                    describes the risk that an entity will be unable to          Recommends Move to Shorter Settlement Cycle On
                                                                                                                                                                     member of the Exchange located on the trading
                                                    meet financial obligations on time due to an                 September 5, 2017 (Mar. 7, 2016), http://
                                                                                                                                                                     floor who has received permission from the
                                                    inability to deliver funds or securities in the form         www.ust2.com/pdfs/T2-ISC-recommends-shorter-
                                                                                                                                                                     Exchange to trade in options for his own account.
                                                    required though it may possess sufficient financial          settlement-030716.pdf.
                                                                                                                   14 15 U.S.C. 78s(b)(2).
                                                                                                                                                                     A ROT includes SQTs and RSQTs as well as on and
                                                    resources in other forms. See T+2 Proposing                                                                      off-floor ROTS. An SQT is defined in Exchange
                                                                                                                   15 17 CFR 200.30–3(a)(12).
                                                    Release, supra note 3, 81 FR at 69241 n. 3.                                                                      Rule 1014(b)(ii)(A) as an ROT who has received
                                                       11 See T+2 Proposing Release, supra note 3, 81 FR           1 15 U.S.C. 78s(b)(1).
                                                                                                                                                                     permission from the Exchange to generate and
                                                    at 69241.                                                      2 17 CFR 240.19b–4.                                                                             Continued




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Document Created: 2018-02-01 15:02:24
Document Modified: 2018-02-01 15:02:24
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 Citation82 FR 10931 

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