82 FR 12642 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 103B

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 42 (March 6, 2017)

[Federal Register Volume 82, Number 42 (Monday, March 6, 2017)]
[Notices]
[Pages 12642-12646]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-04206]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80122; File No. SR-NYSE-2017-06]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rule 103B

February 28, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on February 22, 2017, New York Stock Exchange LLC (``NYSE'' 
or the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 103B, which governs the 
allocation of securities to Designated Market Makers. The proposed rule 
change is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rule 103B, which governs the 
allocation of securities to DMMs, to streamline the allocation process 
and facilitate the selection of DMM units by issuers. Specifically, as 
described in more detail below, the Exchange proposes to:
     Amend Rule 103B(III)(A), which provides for issuer 
selection of DMM units, to require issuers select all DMM units to 
interview, permit senior officials at issuers to designate a 
representative to attend DMM interviews, and eliminate the cap on the 
number of DMM representatives that can participate in issuer 
interviews;
     amend Rule 103B(III)(B), which provides for selection of 
DMM units by the Exchange, to remove the requirement that the Exchange 
Selection Panel (``ESP'') base its review only on information available 
to an issuer and reduce the size of the ESP to three Exchange employees 
designated by the Chief Executive Officer;
     renumber Rule 103B(III)(B)(2), which describes the DMM one 
year obligation, as new Rule 103B(III)(C) and make certain non-
substantive changes to the existing rule text;
     renumber Rule 103B(III)(B)(3), which describes foreign 
listing considerations, as new Rule 103B(III)(D);
     amend Rule 103B(VI)(D) (1) and (3), governing listed 
company mergers, to make certain non-substantive changes;
     amend Rule 103B(VI)(F), governing allocation of closed-end 
management investment companies, to specify that the group of eligible 
DMM units an issuer listing additional funds can select from also 
includes DMM units the issuer ``reviewed'' during the initial 
allocation;
     amend Rule 103B(VI)(G), governing the allocation freeze 
policy, to replace references to ``specialty stock'' with ``DMM 
interest''; and
     amend Rule 103B(VI)(H), setting forth the allocation 
sunset policy, to provide that allocation decisions remain effective 
for initial public offerings (``IPO'') that list on the Exchange within 
eighteen months of such decision rather than the current twelve months 
and to specify that, in situations where the proposed individual DMM is 
no longer with the selected DMM unit, the company may choose to stay 
with the selected DMM or be referred to allocation and may interview a 
replacement individual DMM prior to making that decision.
Current Rule 103B
    Rule 103B currently provides two options for the allocation of 
securities to DMMs: (1) The issuer selects the DMM unit; or (2) the 
issuer delegates selection of the DMM unit to the Exchange.
    If the issuer proceeds under the first option, the listing company 
selects a minimum of four DMM units to interview.\4\ A DMM unit's 
eligibility to participate in the allocation process is based on 
objective criteria and determined at the time the interview is 
scheduled. No more than three representatives of each DMM unit may 
currently participate in the interview, each of whom must be employees 
of the DMM unit.\5\
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    \4\ See Rule 103B(III)(A)(1).
    \5\ See Rule 103B(III)(A)(2)(b).
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    Within five business days after the issuer selects the DMM units to 
be interviewed, the issuer meets with representatives of each of the 
DMM units. At least one representative of the listing company must be a 
senior official of the rank of Corporate Secretary or above of that 
company. Additionally, no more than three representatives of each DMM 
unit may participate in the meeting, each of whom must be an employee 
of the DMM unit, and one of whom must be the individual DMM

[[Page 12643]]

who is proposed to trade the company's security, unless that DMM is 
unavailable to appear, in which case a telephone interview is 
permitted.
    Following the interview, a DMM unit may not have any contact with 
an issuer. If an issuer has a follow-up question regarding any DMM 
unit(s) it interviewed, it must be conveyed to the Exchange. The 
Exchange then contacts the unit(s) to which the question pertains and 
provides any available information received from the unit(s) to the 
listing company. Within two business days of the issuer's interviews 
with the DMM units, the issuer selects its DMM unit in writing. The 
Exchange then confirms the allocation of the security to that DMM unit, 
at which time the security is deemed to have been so allocated.
    If the issuer proceeds under the second option and delegates 
selection of the DMM unit to the Exchange, the Exchange convenes an ESP 
to select the DMM unit based on a review of all information available 
to the issuer. The current ESP must consists of (1) at least one member 
of the Exchange's Senior Management, as designated by the CEO or his or 
her designee, (2) any combination of two Exchange Senior Management or 
Exchange Floor Operations Staff, to be designated by the Executive 
Vice-President of Exchange Floor Operations or his/her designee; and 
(3) three non-DMM Floor Governors for a total of six members.\6\
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    \6\ See Rule 103B(III)(B)(1).
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Proposed Rule Change
    The Exchange proposes the following changes to Rule 103B to 
streamline the allocation process and facilitate the selection of DMM 
units by issuers, as follows.
Rule 103B(III)(A)--Issuer Selection of DMM Unit by Interview
    Rule 103B(III)(A) is currently titled ``DMM Unit Selected by the 
Issuer'' and describes the first allocation option, which is selection 
of a DMM unit by the issuer following interviews.
    The Exchange proposes to delete the current title and replace it 
with ``Issuer Selection of DMM Unit by Interview'' to more specifically 
delineate the first option.
    The Exchange proposes amending subsection (1) of Rule 103B(III)(A), 
which provides that the issuer shall select a minimum of four DMM units 
to interview, to require that issuers select all DMM units to 
interview. To effectuate this change, the Exchange would delete ``a 
minimum of four'' and add ``all'' after ``select'' and before ``DMM 
units to interview.'' Requiring issuers to select all DMM units to 
interview would provide all eligible DMM units with an opportunity to 
participate in the allocation process, which will lead to an increase 
in competition without being overly burdensome on the issuer. The 
Exchange believes that the increase in competition would provide DMM 
units with a greater incentive to perform optimally. The proposed 
change would also provide the issuer with more choice in the selection 
of its assigned DMM unit.
    The Exchange also proposes a non-substantive change to Rule 
103B(III)(A) to replace ``shall'' with ``must'' before ``select.''
    Further, the Exchange proposes amending the first sentence of Rule 
103B(III)(A)(2)(b), which provides that issuers meet with DMM units 
within five business days after the issuer select the DMM units, to add 
the word ``eligible'' before ``DMM units.''
    The Exchange also proposes amending the second sentence of Rule 
103B(III)(A)(2)(b), which provides that at least one representative of 
the listing company must be a senior official of the rank of Corporate 
Secretary or higher. The Exchange proposes to provide senior officials 
at the issuer with the option to designate an individual to participate 
in the meeting on their behalf by adding the clause ``or a designee of 
such senior official'' at the end of the second sentence of the Rule. 
The Exchange believes that the proposed change would enable issuers to 
more efficiently manage the interview process and prevent scheduling 
conflicts among its most senior executives from unduly delaying the 
interviews.
    Current Rule 103B(A)(2)(b) further provides that no more than three 
representatives of each DMM unit may participate in the meeting, each 
of whom must be employees of the DMM unit. The Exchange proposes to 
eliminate the cap on the number of DMM representatives that can 
participate in issuer interviews by deleting the phrase ``No more than 
three'' before ``representatives of each DMM unit'' and capitalize the 
``r''. The Exchange believes that the current cap on number of 
representatives from the DMM unit limits the ability of a DMM unit to 
assess who may be best suited to attend an interview with an issuer. 
The Exchange further believes that providing DMM units with greater 
flexibility in determining how many people to bring to an interview 
would enable the DMMs to make that determination as necessary.
    The Exchange also proposes to make participation by representatives 
of the DMM units mandatory by deleting ``may'' before ``participate in 
the meeting'' and replacing it with ``must.''
    In addition, the Exchange proposes to specify that employees of a 
member organization operating a DMM unit are permitted to attend 
allocation interviews by adding ``member organization operating a'' 
before ``DMM unit.'' Under Exchange Rules, a ``DMM unit'' can be 
operated as either a stand-alone member organization or as a trading 
unit within a member organization.\7\ The proposed change would enable 
senior management of a broker-dealer operating a DMM unit to be 
eligible to participate in allocation interviews.
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    \7\ See Rules 2(j) and 98(b)(1).
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    Finally, the Exchange proposes to delete the heading of Rule 
103B(III)(A)(3), which is currently ``Issuer's Selection of DMM Unit,'' 
and subpart (a). The text of current Rule 103B(III)(A)(3)(a) would 
become the text of new Rule 103(III)(A)(3) and would be amended to 
replace references to ``shall'' with ``will'' in two places and ``shall 
then'' with ``will'' in another.
Rule 103B(III)(B)--Exchange Selection of DMM Unit by Delegation
    Rule 103B(III)(B) is currently titled ``DMM Unit Selected by the 
Exchange'' and sets forth the second allocation option, which is 
selection of a DMM unit by the Exchange by delegation from the issuer.
    The Exchange proposes to delete the current title and replace it 
with ``Exchange Selection of DMM Unit by Delegation'' to more 
accurately delineate the second option. As discussed below, the 
Exchange proposes various changes to Rule 103B(III)(B) to further 
delineate selection of a DMM unit based on delegated authority from the 
issuer and distinguish it from direct issuer selections under Rule 
103B(III)(A).
    The Exchange proposes to amend subsection (B)(1) to remove the 
clause providing that ESP selection of a DMM unit be ``based on a 
review of all information available to the issuer.'' The proposed 
change would enable the ESP to consider confidential statistical or 
market quality data for each eligible DMM unit that is only available 
to the Exchange. The Exchange believes that enabling the ESP, which as 
discussed below would be composed of Exchange staff only, to consider 
such information in its selection of a DMM unit on behalf of an issuer 
would facilitate more informed and objective decisions and

[[Page 12644]]

would expedite the allocation, and ultimately the trading, of 
securities on the Exchange.
    Relatedly, the Exchange proposes to reduce the size of the ESP to 
three Exchange employees designated by the Chief Executive Officer in 
order to streamline the ESP selection process and the operations of the 
ESP itself. The Exchange believes that limiting the ESP to Exchange 
employees would be appropriate given that the ESP would have access to 
highly confidential statistical or market quality data about DMM firms 
that would be inappropriate to share with non-Exchange employees.
    Further, the second paragraph of current Rule 103B(III)(B)(1) would 
become Rule 103B(III)(B)(2). The Exchange proposes to specify in this 
provision that the ESP would select the DMM unit and remove the clause 
providing that the ESP select the DMM unit ``pursuant to the provisions 
of 103B(III)(A) above'' as unnecessary.
    The second paragraph of current Rule 103B(III)(B)(1) would become 
Rule 103B(III)(B)(3). The Exchange proposes to remove the clause 
providing that tie votes are decided by the CEO of the Exchange or his 
or her designee as unnecessary given that the proposed three-person ESP 
could not deadlock. The Exchange also proposes non-substantive changes 
to the remainder of this paragraph to clarify that selection of the ESP 
selects the DMM unit and to replace ``shall'' with ``will'' in three 
places.
    Current Rule 103B(III)(B)(2), governing the DMM one-year 
obligation, would become Rule 103B(III)(C). The first sentence would be 
deleted as unnecessary in order to streamline the Rule. The text of the 
Rule would also be amended to replace ``shall be'' with ``with'' before 
``required.''
    Finally, current Rule 103B(III)(B)(3), governing foreign listing 
considerations, would become Rule 103B(III)(D).
Rule 103B(VI)--Policy Notes
    The Exchange proposes the following changes to Rule 103B(VI).
    First, the last sentence of subsections (1) and (3) of Rule 
103B(VI)(D) (Listed Company Mergers) would be amended to delete an 
extra period in each.
    Second, Rule 103B(VI)(F) (Allocation of Group of Closed-End 
Management Investment Companies) would be amended to specify that an 
issuer listing additional funds within nine months from the initial 
listing may select a different DMM unit from the group of eligible DMM 
units that the issuer interviewed or reviewed in the allocation 
process. The current Rule only references DMM units that the issuer has 
``interviewed.'' Including ``or reviewed'' in the proposed Rule would 
explicitly cover allocations made by delegation to the Exchange under 
option two where an issuer reviewed but may not have formally 
interviewed a DMM unit.
    Second, Rule 103B(VI)(G) (Allocation Freeze Policy) would be 
amended to remove outdated references to Exchange Rules 475 or 476, 
which have been replaced by the Rule 8000 and 9000 Series references in 
the Rule. Further, the Exchange proposes to replace the two outdated 
references to ``specialty stock'' with ``DMM security.'' \8\
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    \8\ As defined in Rule 98(b)(2), the term ``DMM securities'' 
means any securities allocated to the DMM unit pursuant to Rule 103B 
or other applicable rules.
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    Finally, the Exchange proposes to amend Rule 103B(VI)(H) 
(Allocation Sunset Policy) to extend the period an allocation decision 
remains binding on an IPO listing from twelve to eighteen months of 
such decision. The proposed change would provide listing issuers with 
greater flexibility when an IPO is postponed before being referred for 
allocation through the allocation process pursuant to NYSE Rule 
103B(III).
    The Exchange also proposes to amend the Rule to cover the 
contingency where the individual DMM selected by an issuer to trade its 
securities is no longer with the selected DMM unit during the period 
that allocation decisions remain effective. The Exchange proposes to 
permit a company in that circumstance to choose whether to stay with 
the selected DMM unit or be referred to allocation. Further, the 
Exchange proposes to provide the company with the choice of 
interviewing a replacement DMM from that DMM unit prior to deciding 
whether to stay with the selected DMM unit or be referred to 
allocation. Finally, the Exchange proposes to replace one reference to 
``shall'' in the last sentence of the Rule with ``will.''
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\9\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\10\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
promote just and equitable principles of trade, remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and protect investors and the public interest, as 
follows.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed amendments to Rule 
103B(III)(A)(1) to provide that issuers interview all DMMs would 
promote just and equitable principles of trade because no eligible DMM 
unit would be excluded from the issuer interview. Additionally, the 
Exchange believes that the proposal is designed to remove impediments 
to, and perfect the mechanism of a free and open market and a national 
market system, because it would lead to increased competition without 
being overly burdensome on issuers and would provide issuers with 
greater choice in the selection of a DMM unit. The Exchange believes 
that the increase in competition would also provide DMM units with a 
greater incentive to perform optimally.
    The Exchange believes that the proposed amendments to Rule 
103B(III)(A)(2)(b) to permit senior officials at issuers to designate a 
representative to attend DMM interviews would remove impediments to, 
and perfect the mechanism of a free and open market, by allowing 
issuers to more efficiently manage the interview process and prevent 
scheduling conflicts from unduly delaying interviews and the assignment 
of securities to DMM units, which ultimately facilitates the fair and 
orderly trading in the subject security.
    The Exchange believes that the additional proposed amendments to 
Rule 103B(III)(A)(2)(b) to eliminate the cap on the number of DMM 
representatives that can participate in issuer interviews, making 
participation by representatives of the DMM units in such interviews 
mandatory, and permitting employees of a member organization operating 
a DMM to attend allocation interviews, is designed to remove 
impediments to, and perfect the mechanism of a free and open market, 
because it would give issuers greater exposure to management and other 
staff at the proposed DMM units and provide them with more information 
about the firms during the interview, thus enhancing the value of the 
interviews for issuers and facilitating their choice of DMM.
    The Exchange believes that the proposed amendments to Rule 
103B(III)(B)(1) to remove the requirement that the ESP base its review 
on information available to the issuer would remove impediments to, and 
perfect the mechanism of a free and open market, by enabling the ESP 
consider confidential statistical or market quality data for each 
eligible DMM unit that is only available to the

[[Page 12645]]

Exchange, thereby facilitating more informed and objective decisions by 
the ESPs on behalf of issuers. Similarly, the Exchange believes that 
the proposed amendments to Rule 103B(III)(B)(1) reducing the size of 
the ESP to three Exchange employees designated by the Chief Executive 
Officer would streamline and facilitate the process of assigning 
securities to DMM units by allowing for more flexibility in composing 
the ESP, which ultimately facilitates and expedites the allocation and 
ultimately the trading of securities on the Exchange.
    The Exchange believes that the amendments to Rule 103B(VI)(H) 
extending the sunset period from twelve to eighteen months will foster 
cooperation and coordination with person engaged in facilitating 
securities transactions and will remove impediments to a free and open 
market because it recognizes that all IPOs may not be brought to market 
in a twelve month period and avoids repeating administrative steps in 
the listing process, thereby promoting efficient use of the Exchange's 
resources. The proposed rule change also remove impediments to, and 
perfect the mechanism of a free and open market, by providing issuers 
with a greater opportunity for input in the allocation process.
    Finally, the Exchange's proposal to make various technical, non-
substantive changes to the text of Rules 103B(III) and (VI)--renaming 
headings and section renumbering, replacing ``shall'' with ``will,'' 
deleting extraneous punctuation, deleting redundant and unnecessary 
clauses, adding clarifying text and updated references, and replacing 
outdated references--adds clarity and transparency to the Exchange's 
Rules and reduces potential investor confusion, which would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes that 
the proposed changes would increase competition among DMM units by 
allowing more DMM units to participate in the interview process and 
provide DMM units with a greater incentive to perform optimally 
potentially and enhance the quality of the services DMMs provide to 
issuers. Further, the Exchange believes that the proposed changes would 
not be burdensome to issuers. Further, even assuming an increase in the 
burden on issuers during the allocation process resulting from the 
proposed changes, the Exchange believes that any such increased burden 
will be small relative to the benefits that additional competition 
between DMM units may provide. Issuers could, moreover, permit the 
Exchange to select the DMM unit pursuant to the process found in NYSE 
Rule 103B(III)(B).

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 \11\ and Rule 19b-4(f)(6) thereunder.\12\ 
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\13\ and Rule 19b-
4(f)(6)(iii) thereunder.\14\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\16\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest.
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    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
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    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) \17\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \17\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2017-06 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-2017-06. 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

[[Page 12646]]

available publicly. All submissions should refer to File Number SR-
NYSE-2017-06 and should be submitted on or before March 27, 2017.
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    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-04206 Filed 3-3-17; 8:45 am]
 BILLING CODE 8011-01-P