82_FR_14100 82 FR 14050 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 4 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 4, Allowing the Exchange To Trade Pursuant to Unlisted Trading Privileges Any NMS Stock Listed on Another National Securities Exchange; Establishing Listing and Trading Requirements for Exchange Traded Products; and Adopting New Equity Trading Rules Relating to Trading Halts of Securities Traded Pursuant to Unlisted Trading Privileges on the Pillar Platform

82 FR 14050 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 4 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 4, Allowing the Exchange To Trade Pursuant to Unlisted Trading Privileges Any NMS Stock Listed on Another National Securities Exchange; Establishing Listing and Trading Requirements for Exchange Traded Products; and Adopting New Equity Trading Rules Relating to Trading Halts of Securities Traded Pursuant to Unlisted Trading Privileges on the Pillar Platform

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 50 (March 16, 2017)

Page Range14050-14054
FR Document2017-05221

Federal Register, Volume 82 Issue 50 (Thursday, March 16, 2017)
[Federal Register Volume 82, Number 50 (Thursday, March 16, 2017)]
[Notices]
[Pages 14050-14054]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-05221]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80214; File No. SR-NYSE-2016-44]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Amendment No. 4 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, 
and 4, Allowing the Exchange To Trade Pursuant to Unlisted Trading 
Privileges Any NMS Stock Listed on Another National Securities 
Exchange; Establishing Listing and Trading Requirements for Exchange 
Traded Products; and Adopting New Equity Trading Rules Relating to 
Trading Halts of Securities Traded Pursuant to Unlisted Trading 
Privileges on the Pillar Platform

March 10, 2017.

I. Introduction

    On June 30, 2016, New York Stock Exchange LLC (``Exchange'' or 
``NYSE'') 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 (1) allow the Exchange to trade pursuant to 
unlisted trading privileges (``UTP'') any NMS Stock \3\ listed on 
another national securities exchange; (2) establish listing and trading 
requirements for exchange traded products (``ETPs''); and (3) adopt new 
equity trading rules relating to trading halts for securities traded 
pursuant to UTP on the Exchange's new trading platform, Pillar. The 
proposed rule change was published for comment in the Federal Register 
on July 14, 2016.\4\ On July 26, 2016, the Exchange filed Amendment No. 
1 to the proposed rule change.\5\ On August 23, 2016, the

[[Page 14051]]

Commission designated a longer period for action on the proposed rule 
change.\6\ On August 26, 2016, the Exchange filed Amendment No. 2 to 
the proposed rule change.\7\ On October 12, 2016, the Commission 
instituted proceedings under Section 19(b)(2)(B) of the Act to 
determine whether to disapprove the proposed rule change.\8\ On January 
4, 2017, the Commission extended the time period for Commission action 
to March 11, 2017.\9\ The Commission received no comments on the 
proposed rule change. On March 8, 2017, the Exchange submitted 
Amendment No. 3 to the proposed rule change. On March 10, 2017, the 
Exchange withdrew Amendment No. 3 to the proposed rule change and 
submitted Amendment No. 4 to the proposed rule change.\10\ The 
Commission is publishing this notice to solicit comment on Amendment 
No. 4 to the proposed rule change from interested persons and is 
approving the proposed rule change, as modified by Amendment Nos. 1, 2, 
and 4, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The term ``NMS Stock'' is defined in Rule 600 of Regulation 
NMS. See 17 CFR 242.600(b)(47).
    \4\ See Securities Exchange Act Release No. 78263 (July 8, 
2016), 81 FR 45580 (``Notice'').
    \5\ In Amendment No. 1, the Exchange: (1) Added a bullet point 
stating that ``[b]ecause the Exchange's rules regarding the 
production of books and records are described in Rule 440, the 
Exchange is proposing to refer to Rule 440 in its proposed rules 
wherever NYSE Arca Equities Rule 4.4 is referenced in the rules of 
NYSE Arca Equities proposed in this filing;'' (2) deleted the 
sentence stating that ``[i]f an exchange has approved trading rules, 
procedures and listing standards in place that have been approved by 
the Commission for the product class that would include a new 
derivative securities product, the listing and trading of such `new 
derivative securities product,' does not require a proposed rule 
change under Section 19b-4 of the Act'' and made conforming changes 
to the rest of that paragraph; (3) deleted the bullet point that 
stated ``[c]orrection of a typographical error in NYSE Arca Equities 
Rule 8.400(a) so that proposed Rule 8.400(a) reads `as such terms 
are used in Rule 5.1(b)' in the last sentence, rather than `as such 
terms are used in the Rule 5.1(b)' as is currently drafted in NYSE 
Arca Equities Rule 8.400(a);'' and (4) noted that ``for new ETPs to 
be traded pursuant to UTP, which are listed and traded on another 
exchange pursuant to Rule 19b-4(e), the Exchange would be required 
to file Form 19b-4(e) with the Commission in accordance with the 
requirements therein.'' Amendment No. 1 is available at: https://www.sec.gov/comments/sr-nyse-2016-44/nyse201644-1.pdf. Because 
Amendment No. 1 to the proposed rule change does not materially 
alter the substance of the proposed rule change or raise unique or 
novel regulatory issues, Amendment No. 1 is not subject to notice 
and comment.
    \6\ See Securities Exchange Act Release No. 78641, 81 FR 59259 
(August 29, 2016).
    \7\ In Amendment No. 2, the Exchange: (1) Added the clause 
``pursuant to UTP'' at the end of the sentence that states that 
``[t]he Exchange would have to file a Form 19b-4(e) with the 
Commission to trade these ETPs;'' (2) in the first footnote that 
follows that sentence, deleted the clause ``pursuant to Rule 19b-
4(e);'' and (3) to the end of that same footnote, added the 
reference ``[s]ee proposed Rule 5.1(a)(2); supra note 19 and 
accompanying text.'' Amendment No. 2 is available at: https://www.sec.gov/comments/sr-nyse-2016-44/nyse201644-2.pdf. Because 
Amendment No. 2 to the proposed rule change does not materially 
alter the substance of the proposed rule change or raise unique or 
novel regulatory issues, Amendment No. 2 is not subject to notice 
and comment.
    \8\ See Securities Exchange Act Release No. 79085, 81 FR 71771 
(October 18, 2016).
    \9\ See Securities Exchange Act Release No. 79736, 82 FR 3067 
(January 10, 2017).
    \10\ In Amendment No. 4, the Exchange revised the proposed 
listing and trading requirements for the Subject ETPs (as defined 
below) to incorporate amendments to the NYSE Arca Equities 
requirements for the same products, which the Commission recently 
approved. See Securities Exchange Act Release No. 80189 (March 9, 
2017) (SR-NYSEArca-2017-01) (``Arca Amendment''). In addition, in 
Amendment No. 4, the Exchange (i) added a statement that the 
Exchange's Pillar implementation is targeted for completion by year-
end 2017 and represented that the Exchange will announce the trading 
on Pillar of all Tape B and C symbols, on a UTP basis, by Trader 
Update to go out prior to the scheduled implementation date; (ii) 
deleted proposed Supplementary Material .01 to Rule 5.1(a); (iii) 
clarified both in the filing and in the proposed rule text that the 
Exchange is adopting ETP rules only for purposes of trading on 
Pillar pursuant to UTP and that it does not plan to list ETPs on 
Pillar under these ETP rules; (iv) proposed to adopt NYSE Arca 
Equities Rule 5.5(m) concerning procedures for delisting ETPs; and 
(v) made other technical corrections. Amendment No. 4 is available 
at https://www.sec.gov/comments/sr-nyse-2016-44/nyse201644-1627614-137373.pdf.
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II. Description of the Proposal, As Modified by Amendment Nos. 1, 2, 
and 4 \11\
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    \11\ Additional information regarding the proposal can be found 
in the Notice, supra note 4, and in Amendment No. 4, supra note 10.
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    NYSE proposes to trade on its Pillar trading platform,\12\ pursuant 
to unlisted trading privileges, any NMS Stock listed on another 
national securities exchange (i.e., Tapes B and C symbols).\13\ NYSE 
also proposes to establish listing and trading requirements for certain 
types of ETPs (the ``Subject ETPs'') on Pillar.\14\ The Exchange's 
proposed rules for the qualification, listing, and trading of the 
Subject ETPs are substantially identical to the rules of NYSE Arca 
Equities.\15\ Finally, the Exchange proposes to adopt new equity 
trading rules relating to trading halts of securities traded pursuant 
to UTP on Pillar.
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    \12\ On January 29, 2015, the Exchange announced the 
implementation of Pillar, which is an integrated trading technology 
platform designed to use a single specification for connecting to 
the equities and options markets operated by the Exchange and its 
affiliates, NYSE Arca, Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE 
MKT''). See Trader Update dated January 29, 2015, available here: 
http://www1.nyse.com/pdfs/Pillar_Trader_Update_Jan_2015.pdf. See 
also Securities Exchange Act Release No. 76803 (December 30, 2015), 
81 FR 536 (January 6, 2016) (SR-NYSE-2015-67) (``Pillar Framework 
Filing'').
    \13\ The Exchange will continue to trade Tape A symbols on its 
separate, existing trading platform (``Existing Platform'') and will 
not trade securities pursuant to UTP on the Existing Platform.
    \14\ Specifically, the Exchange proposes to establish listing 
and trading rules for the following: Equity Linked Notes, Investment 
Company Units, Index-Linked Exchangeable Notes, Equity Gold Shares, 
Equity Index-Linked Securities, Commodity-Linked Securities, 
Currency-Linked Securities, Fixed-Income Index-Linked Securities, 
Futures-Linked Securities, Multifactor-Index-Linked Securities, 
Trust Certificates, Currency and Index Warrants, Portfolio 
Depositary Receipts, Trust Issued Receipts, Commodity-Based Trust 
Shares, Currency Trust Shares, Commodity Index Trust Shares, 
Commodity Futures Trust Shares, Partnership Units, Paired Trust 
Shares, Trust Units, Managed Fund Shares, and Managed Trust 
Securities.
    \15\ See NYSE Arca Equities Rules 5 (Listings) and 8 (Trading of 
Certain Equities Derivatives).
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    The Exchange only proposes to trade securities pursuant to UTP on 
its Pillar trading platform; the Exchange does not propose to trade 
securities pursuant to UTP on its Existing Platform. Furthermore, the 
Exchange does not intend to list the Subject ETPs on Pillar or on its 
Existing Platform. Therefore, the Exchange proposes rules that only 
apply to Pillar and does not propose any changes to the rules 
pertaining to the Existing Platform. The following further describes 
the Exchange's proposal.

New Definitions

    The Exchange proposes to define the term ``Exchange Traded 
Product'' in Rule 1.1 (bbb) \16\ to mean a security that meets the 
definition of ``derivative securities product'' in Rule 19b-4(e) under 
the Act and a ``UTP Exchange Traded Product'' to mean an Exchange 
Traded Product that trades on the Exchange pursuant to unlisted trading 
privileges.\17\ The Exchange is also proposing to add Rule 1.1(jj) to 
define ``UTP Listing Market'' as the primary listing market for a UTP 
security, and Rule 1.1(kk) to define ``UTP Regulatory Halt'' as a trade 
suspension, halt, or pause called by the UTP Listing Market in a UTP 
security that requires all market centers to halt trading in that 
security.
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    \16\ As the Exchange is proposing new rules that are only 
applicable to the Pillar platform, references in this Order to 
proposed NYSE Rules 1, 5, 7, and 8 would fall under NYSE Rules 1P, 
5P, 7P, and 8P, respectively. See Notice at 45581.
    \17\ This proposed definition is identical to the definition of 
``Derivative Securities Product'' in NYSE Arca Equities Rule 
1.1(bbb).
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Proposal to Trade Securities Pursuant to UTP

    The Exchange proposes new Rule 5.1(a) to extend UTP to Pillar for 
securities listed on other national securities exchanges. Specifically, 
proposed Rule 5.1(a)(1) would allow the Exchange to trade securities 
eligible for UTP under Section 12(f) of the Act.\18\ Proposed Rule 
5.1(a) provides that the securities the Exchange trades pursuant to UTP 
would be traded on Pillar under the rules applicable to such trading. 
The Exchange does not currently have rules in place to operate trading 
on the Pillar platform, and the Exchange has represented that it would 
not trade UTP securities until it has effective trading rules for the 
Pillar platform in place.\19\
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    \18\ 15 U.S.C. 78l(f).
    \19\ See Notice, supra note 4, at 45581. The Exchange has 
adopted a framework for rules governing trading on Pillar and has 
stated its intent to file additional proposed rule changes to adopt 
rules to operate the Exchange on the Pillar platform. See Pillar 
Framework Filing, supra note 12, at 537 (``Through a series of 
subsequent rule filings, the Exchange will propose to populate the 
individual rules with the rule text to operate the Exchange on the 
Pillar platform'').
---------------------------------------------------------------------------

    Proposed Rule 5.1(a)(1) makes clear that the Exchange would not 
list any ETPs unless it files a proposed rule

[[Page 14052]]

change under Section 19(b)(2) under the Act.\20\ Therefore, the 
provisions of proposed Rules 5 and 8 described below, which permit the 
listing of ETPs, would not be effective until the Exchange files a 
proposed rule change to amend its rules to comply with Rules 10A-3 and 
10C-1 under the Act and to incorporate qualitative listing criteria, 
and such proposed rule change is approved by the Commission.\21\
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    \20\ 15 U.S.C. 78s(b)(2).
    \21\ In addition, the introductory note to each of proposed 
Rules 5P and 8P states that the provisions of the rules apply to the 
trading pursuant to UTP of ETPs on the Exchange and do not apply to 
the listing of ETPs on the Exchange.
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UTP of Exchange Traded Products

    The Exchange proposes Rule 5.1(a)(2) to govern trading of ETPs 
pursuant to UTP and Rule 19b-4(e) under the Act. Specifically, proposed 
Rule 5.1(a)(2)(A) provides that, within five days after commencement of 
trading, the Exchange would file a Form 19b-4(e) with the Commission 
with respect to each ETP the Exchange trades pursuant to UTP.
    The Exchange proposes certain other rules to support the trading of 
ETPs pursuant to UTP. For example, proposed Rule 5.1(a)(2)(B) provides 
that the Exchange will distribute an information circular prior to the 
commencement of trading in an ETP, which would generally include the 
same information as the information circular provided by the listing 
exchange, including (a) the special risks of trading the ETP, (b) the 
Exchange's rules that will apply to the ETP, including Rules 2090 and 
2111,\22\ and (c) information about the dissemination of value of the 
underlying assets or indices.
---------------------------------------------------------------------------

    \22\ See NYSE Rule 2090 (the Exchange's Know Your Customer Rule) 
and NYSE Rule 2111 (the Exchange's Suitability Rule).
---------------------------------------------------------------------------

    In addition, proposed Rule 5.1(a)(2)(C) establishes certain 
requirements for member organizations that have customers that trade 
ETPs on a UTP basis, including requirements pertaining to prospectus 
delivery and the provision of written description of terms and 
characteristics of the ETPs. Also, proposed Rule 5.1(a)(2)(E) imposes 
restrictions on member organizations that are registered as market 
makers on the Exchange for certain ETPs. Finally, proposed Rule 
5.1(a)(2)(F) specifies certain surveillance mechanisms for ETPs traded 
on the Exchange pursuant to UTP. Namely, the Rule provides that the 
Exchange will enter into a comprehensive surveillance sharing 
agreements with markets that trade components of the index or portfolio 
on which the Subject ETPs are based.\23\
---------------------------------------------------------------------------

    \23\ In addition, the Exchange represents that its surveillance 
procedures for ETPs traded on the Exchange pursuant to UTP would be 
similar to the procedures used for equity securities traded on the 
Exchange and would incorporate and rely upon existing Exchange 
surveillance systems. See Notice, supra note 4, at 45582.
---------------------------------------------------------------------------

    Next, the Exchange proposes to add the definitions contained in 
NYSE Arca Equities Rule 5.1(b) that are relevant to the ETP listing and 
trading rules the Exchange proposes in this filing, with some non-
substantive differences to account for the peculiarities of the two 
exchanges and their respective rule books.

Listing and Trading Requirements for ETPs

    The Exchange is proposing substantially identical rules to those of 
NYSE Arca Equities for the qualification, listing, and delisting of the 
ETPs. The Exchange proposes to add Rule 5.2(j), which would be 
substantially identical to NYSE Arca Equities Rule 5.2(j). This 
proposed rule pertains to the following: Equity Linked Notes (Rule 
5.2(j)(2)); Investment Company Units (Rule 5.2(j)(3)); Index-Linked 
Exchangeable Notes (Rule 5.2(j)(4)); Equity Gold Shares (Rule 
5.2(j)(5)); Equity Index Linked Securities, Commodity-Linked 
Securities, Currency-Linked Securities, Fixed Income Index-Linked 
Securities, Futures-Linked Securities, and Multifactor Index-Linked 
Securities (Rule 5.2(j)(6)); and Trust Certificates (Rule 5.2(j)(7)). 
The Exchange also proposes to add Rules 5.5(g)(2), which would provide 
additional continuous listing standards for Investment Company Units; 
5.5(j)-1, which would provide additional continuous listing standards 
for Equity Linked Notes; and 5.5(m), which would provide delisting 
procedures for ETPs. The text of these proposed rules is identical to 
NYSE Arca Equities Rules 5.2(j)(2)-5.2(j)(7), 5.5(g)(2), 5.5(j)-1, and 
5.5(m), other than certain non-substantive and technical differences.
    Further, The Exchange also proposes to add Rule 8, which is 
substantially identical to Sections 1 and 2 of NYSE Arca Equities Rule 
8. This proposed rule pertains to the following: Currency and Index 
Warrants (Rules 8.1-8.13), Portfolio Depositary Receipts (Rule 8.100), 
Trust Issued Receipts (Rule 8.200), Commodity-Based Trust Shares (Rule 
8.201), Currency Trust Shares (Rule 8.202), Commodity Index Trust 
Shares (Rule 8.203), Commodity Futures Trust Shares (Rule 8.204), 
Partnership Units (Rule 8.300), Paired Trust Shares (Rule 8.400), Trust 
Units (Rule 8.500), Managed Fund Shares (Rule 8.600), and Managed Trust 
Securities (Rule 8.700).
    As mentioned above, however, the Exchange would not list any ETPs 
unless it files a proposed rule change under Section 19(b)(2) under the 
Act.\24\ Therefore, the provisions of Rules 5 and 8 which permit the 
listing of ETPs would not be effective until the Exchange files a 
proposed rule change to amend its rules to comply with Rules 10A-3 and 
10C-1 under the Act and to incorporate qualitative listing criteria, 
and such proposed rule change is approved by the Commission.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

Proposed Rule 7.18--Requirements for Halts on Pillar Platform

    In conjunction with the implementation of Pillar for trading of 
securities pursuant to UTP, the Exchange proposes new Rule 7.18 which 
governs trading halts in symbols trading on Pillar. These rules are 
substantively identical to their NYSE Arca Equities counterparts.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment Nos. 1, 2, and 4, is consistent with 
the requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\25\ In particular, the 
Commission finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\26\ which requires, among other things, 
that the rules of a national securities exchange be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general, to protect 
investors and the public interest.
---------------------------------------------------------------------------

    \25\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \26\ 15 U.S.C. 78f(b)(5).
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    The Exchange proposes to trade on Pillar, pursuant to UTP, NMS 
Stocks listed on another national securities exchange, including the 
Subject ETPs. Section 12(f) of the Act \27\ provides that any national 
securities exchange may extend unlisted trading privileges to 
securities listed and registered on other national securities 
exchanges, subject to

[[Page 14053]]

Commission rules. In particular, in order to extend unlisted trading 
privileges to securities listed elsewhere, Rule 12f-5 under the Act 
requires a national securities exchange to have in effect a rule or 
rules providing for transactions in the class or type of security to 
which the exchange extends unlisted trading privileges.\28\ The 
Commission notes that the Exchange's proposed Rule 5.1 allows NYSE to 
extend unlisted trading privileges in Pillar to any security that is an 
NMS Stock that is listed on another national securities exchange.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78l.
    \28\ See 17 CFR 240.12f-5. See also Securities Exchange Act 
Release No. 35737 (April 21, 1995), 60 FR 20891 (April 28, 1995) 
(File No. S7-4-95) (adopting Rule 12f-5 under the Act).
---------------------------------------------------------------------------

    The Commission has previously approved substantively identical 
rules for the listing and trading of the Subject ETPs on NYSE Arca 
Equities. The Exchange represents that it will not list, but only 
trade, the Subject ETPs on a UTP basis. The Exchange represents that to 
trade pursuant to UTP any ETP that is listed and traded on another 
national securities exchange, NYSE would be required to file Form 19b-
4(e) with the Commission.
    The Commission believes that the Exchange's proposal does not raise 
any novel issues, as it is consistent with the rules of other national 
securities exchanges that trade securities and, in particular, ETPs 
pursuant to UTP.\29\ Additionally, the Exchange represents, and its 
proposed rules specify, that NYSE will not list any Subject ETPs unless 
it first obtains Commission approval of a proposed rule change under 
Section 19(b)(2) of the Act. Therefore, the provisions of proposed 
Rules 5 and 8 that permit the listing of Subject ETPs would only be 
effective if the Commission approves a proposed rule change for the 
Exchange to amend its rules to comply with Rules 10A-3 and 10C-1 under 
the Act and to incorporate qualitative listing criteria. Finally, the 
Commission notes that NYSE has represented that it will be responsible 
for accepting the obligations pertinent to a UTP market, including 
specific requirements for registered market makers, books and record 
production, surveillance procedures, suitability and prospectus 
requirements, and requisite Exchange approvals.\30\
---------------------------------------------------------------------------

    \29\ See, e.g., Rule 14.1 of Bats BYX Exchange, Inc. and Rule 
14.1 of Bats EDGA Exchange, Inc.
    \30\ See proposed Rule 5.1.
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    The Commission believes that the trading of Tapes B and C symbols, 
including ETPs, on NYSE on a UTP basis should lead to increased 
competition among the different securities markets, as well as provide 
market participants with improved price discovery, increased liquidity, 
more competitive quotes, and greater price improvement in those 
securities.\31\ The Commission therefore finds that NYSE's proposed 
rules governing trading on a UTP basis on its Pillar platform are 
consistent with the Act.
---------------------------------------------------------------------------

    \31\ The Commission notes that the Exchange has represented that 
it would not trade UTP securities until it has effective trading 
rules for the Pillar platform in place. See Notice, supra note 4, at 
45581.
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IV. Solicitation of Comments on Amendment No. 4

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 4 
to the proposed rule change is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2016-44 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2016-44. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2016-44 and should be 
submitted on or before April 6, 2017.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment Nos. 1, 2, and 4

    Amendment No. 4: (1) Revised the proposed listing and trading 
requirements for the Subject ETPs to take into account recently 
approved amendments to the NYSE Arca Equities requirements for the same 
products; \32\ (2) added a statement that the Exchange's Pillar 
implementation is targeted for completion by year-end 2017 and a 
representation that the Exchange will announce the trading on Pillar of 
all Tape B and C symbols, on a UTP basis, by Trader Update prior to the 
scheduled implementation date; (3) deleted proposed Supplementary 
Material .01 to Rule 5.1(a); (4) clarified both in the filing and in 
the proposed rule text that the Exchange is adopting ETP rules only for 
purposes of trading on Pillar pursuant to UTP and that it does not plan 
to list ETPs on Pillar under these ETP rules; (5) proposed to adopt 
NYSE Arca Equities Rule 5.5(m) concerning procedures for delisting 
ETPs; and (6) made other technical corrections. Thus, as a result of 
Amendment No. 4, among other things, the Exchange's proposed rules for 
the Subject ETPs remain substantially identical to the rules of NYSE 
Arca Equities for the qualification, listing, and trading of the 
Subject ETPs.
---------------------------------------------------------------------------

    \32\ See Arca Amendment, supra note 10. These amendments to the 
NYSE Arca Equities requirements, among other things, specified 
certain continued listing requirements for the Subject ETPs.
---------------------------------------------------------------------------

    The Commission believes that Amendment No. 4 furthers the goals of 
the proposed rule change and does not raise novel regulatory issues. 
Accordingly, the Commission finds good cause, pursuant to Section 
19(b)(2) of the Act,\33\ to approve the proposed rule change, as 
modified by Amendment Nos. 1, 2 and 4, on an accelerated basis.
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    \33\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\34\ that the proposed rule change (SR-NYSE-2016-44), as modified 
by Amendment Nos. 1, 2, and 4, be, and hereby is, approved on an 
accelerated basis.
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    \34\ Id.


[[Page 14054]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\35\
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    \35\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05221 Filed 3-15-17; 8:45 am]
BILLING CODE 8011-01-P



                                                  14050                            Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices

                                                  functionality and the Exchange was not.                    Paper Comments                                         SECURITIES AND EXCHANGE
                                                  For these reasons, the Exchange does                                                                              COMMISSION
                                                  not believe that the proposed fee                            • Send paper comments in triplicate
                                                                                                             to Secretary, Securities and Exchange                  [Release No. 34–80214; File No. SR–NYSE–
                                                  schedule changes will impose any                                                                                  2016–44]
                                                  burden on competition not necessary or                     Commission, 100 F Street NE.,
                                                  appropriate in furtherance of the                          Washington, DC 20549–1090.                             Self-Regulatory Organizations; New
                                                  purposes of the Act, and believes the                      All submissions should refer to File                   York Stock Exchange LLC; Notice of
                                                  proposed change will enhance                               Number SR–BatsEDGX–2017–14. This                       Filing of Amendment No. 4 and Order
                                                  competition.                                               file number should be included on the                  Granting Accelerated Approval of a
                                                    The Exchange does not believe that                                                                              Proposed Rule Change, as Modified by
                                                                                                             subject line if email is used. To help the
                                                  any of the proposed change to the                                                                                 Amendment Nos. 1, 2, and 4, Allowing
                                                  Exchange’s tiered pricing structure                        Commission process and review your
                                                                                                             comments more efficiently, please use                  the Exchange To Trade Pursuant to
                                                  burden competition, but instead, that it                                                                          Unlisted Trading Privileges Any NMS
                                                  enhances competition as it is intended                     only one method. The Commission will
                                                                                                                                                                    Stock Listed on Another National
                                                  to increase the competitiveness of EDGX                    post all comments on the Commission’s
                                                                                                                                                                    Securities Exchange; Establishing
                                                  by modifying pricing incentives in order                   Internet Web site (http://www.sec.gov/                 Listing and Trading Requirements for
                                                  to attract order flow and incentivize                      rules/sro.shtml). Copies of the                        Exchange Traded Products; and
                                                  participants to increase their                             submission, all subsequent                             Adopting New Equity Trading Rules
                                                  participation on the Exchange,                             amendments, all written statements                     Relating to Trading Halts of Securities
                                                  particularly in the context of BAM,                        with respect to the proposed rule                      Traded Pursuant to Unlisted Trading
                                                  which is relatively new functionality                      change that are filed with the                         Privileges on the Pillar Platform
                                                  offered by the Exchange.                                   Commission, and all written
                                                                                                             communications relating to the                         March 10, 2017.
                                                  C. Self-Regulatory Organization’s
                                                  Statement on Comments on the                               proposed rule change between the                       I. Introduction
                                                  Proposed Rule Change Received From                         Commission and any person, other than
                                                                                                                                                                       On June 30, 2016, New York Stock
                                                  Members, Participants, or Others                           those that may be withheld from the                    Exchange LLC (‘‘Exchange’’ or ‘‘NYSE’’)
                                                                                                             public in accordance with the                          filed with the Securities and Exchange
                                                    The Exchange has not solicited, and                      provisions of 5 U.S.C. 552, will be
                                                  does not intend to solicit, comments on                                                                           Commission (‘‘Commission’’), pursuant
                                                                                                             available for Web site viewing and                     to Section 19(b)(1) of the Securities
                                                  this proposed rule change. The                             printing in the Commission’s Public
                                                  Exchange has not received any written                                                                             Exchange Act of 1934 (‘‘Act’’) 1 and Rule
                                                                                                             Reference Room, 100 F Street NE.,                      19b–4 thereunder,2 a proposed rule
                                                  comments from members or other
                                                                                                             Washington, DC 20549 on official                       change to (1) allow the Exchange to
                                                  interested parties.
                                                                                                             business days between the hours of                     trade pursuant to unlisted trading
                                                  III. Date of Effectiveness of the                          10:00 a.m. and 3:00 p.m. Copies of such                privileges (‘‘UTP’’) any NMS Stock 3
                                                  Proposed Rule Change and Timing for                        filing also will be available for                      listed on another national securities
                                                  Commission Action                                          inspection and copying at the principal                exchange; (2) establish listing and
                                                     The foregoing rule change has become                    office of the Exchange. All comments                   trading requirements for exchange
                                                  effective pursuant to Section 19(b)(3)(A)                  received will be posted without change;                traded products (‘‘ETPs’’); and (3) adopt
                                                  of the Act 22 and paragraph (f) of Rule                    the Commission does not edit personal                  new equity trading rules relating to
                                                  19b–4 thereunder.23 At any time within                     identifying information from                           trading halts for securities traded
                                                  60 days of the filing of the proposed rule                 submissions. You should submit only                    pursuant to UTP on the Exchange’s new
                                                  change, the Commission summarily may                       information that you wish to make                      trading platform, Pillar. The proposed
                                                  temporarily suspend such rule change if                    available publicly. All submissions                    rule change was published for comment
                                                  it appears to the Commission that such                     should refer to File Number SR–                        in the Federal Register on July 14,
                                                  action is necessary or appropriate in the                  BatsEDGX–2017–14, and should be                        2016.4 On July 26, 2016, the Exchange
                                                  public interest, for the protection of                     submitted on or before April 6, 2017.                  filed Amendment No. 1 to the proposed
                                                  investors, or otherwise in furtherance of                                                                         rule change.5 On August 23, 2016, the
                                                                                                               For the Commission, by the Division of
                                                  the purposes of the Act.
                                                                                                             Trading and Markets, pursuant to delegated               1 15  U.S.C. 78s(b)(1).
                                                  IV. Solicitation of Comments                               authority.24                                             2 17  CFR 240.19b–4.
                                                                                                                                                                       3 The term ‘‘NMS Stock’’ is defined in Rule 600
                                                    Interested persons are invited to                        Eduardo A. Aleman,
                                                                                                                                                                    of Regulation NMS. See 17 CFR 242.600(b)(47).
                                                  submit written data, views, and                            Assistant Secretary.                                      4 See Securities Exchange Act Release No. 78263
                                                  arguments concerning the foregoing,                        [FR Doc. 2017–05211 Filed 3–15–17; 8:45 am]            (July 8, 2016), 81 FR 45580 (‘‘Notice’’).
                                                  including whether the proposed rule                        BILLING CODE 8011–01–P
                                                                                                                                                                       5 In Amendment No. 1, the Exchange: (1) Added

                                                  change is consistent with the Act.                                                                                a bullet point stating that ‘‘[b]ecause the Exchange’s
                                                  Comments may be submitted by any of                                                                               rules regarding the production of books and records
                                                                                                                                                                    are described in Rule 440, the Exchange is
                                                  the following methods:                                                                                            proposing to refer to Rule 440 in its proposed rules
                                                                                                                                                                    wherever NYSE Arca Equities Rule 4.4 is referenced
                                                  Electronic Comments                                                                                               in the rules of NYSE Arca Equities proposed in this
                                                    • Use the Commission’s Internet                                                                                 filing;’’ (2) deleted the sentence stating that ‘‘[i]f an
                                                                                                                                                                    exchange has approved trading rules, procedures
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                                                  comment form (http://www.sec.gov/                                                                                 and listing standards in place that have been
                                                  rules/sro.shtml); or                                                                                              approved by the Commission for the product class
                                                    • Send an email to rule-comments@                                                                               that would include a new derivative securities
                                                  sec.gov. Please include File Number SR–                                                                           product, the listing and trading of such ‘new
                                                                                                                                                                    derivative securities product,’ does not require a
                                                  BatsEDGX–2017–14 on the subject line.                                                                             proposed rule change under Section 19b–4 of the
                                                                                                                                                                    Act’’ and made conforming changes to the rest of
                                                    22 15   U.S.C. 78s(b)(3)(A).                                                                                    that paragraph; (3) deleted the bullet point that
                                                    23 17   CFR 240.19b–4(f).                                  24 17   CFR 200.30–3(a)(12).                         stated ‘‘[c]orrection of a typographical error in



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                                                                                Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices                                                         14051

                                                  Commission designated a longer period                    Commission is publishing this notice to                  Furthermore, the Exchange does not
                                                  for action on the proposed rule change.6                 solicit comment on Amendment No. 4                       intend to list the Subject ETPs on Pillar
                                                  On August 26, 2016, the Exchange filed                   to the proposed rule change from                         or on its Existing Platform. Therefore,
                                                  Amendment No. 2 to the proposed rule                     interested persons and is approving the                  the Exchange proposes rules that only
                                                  change.7 On October 12, 2016, the                        proposed rule change, as modified by                     apply to Pillar and does not propose any
                                                  Commission instituted proceedings                        Amendment Nos. 1, 2, and 4, on an                        changes to the rules pertaining to the
                                                  under Section 19(b)(2)(B) of the Act to                  accelerated basis.                                       Existing Platform. The following further
                                                  determine whether to disapprove the                                                                               describes the Exchange’s proposal.
                                                                                                           II. Description of the Proposal, As
                                                  proposed rule change.8 On January 4,
                                                                                                           Modified by Amendment Nos. 1, 2, and                     New Definitions
                                                  2017, the Commission extended the
                                                                                                           4 11                                                        The Exchange proposes to define the
                                                  time period for Commission action to
                                                  March 11, 2017.9 The Commission                             NYSE proposes to trade on its Pillar                  term ‘‘Exchange Traded Product’’ in
                                                  received no comments on the proposed                     trading platform,12 pursuant to unlisted                 Rule 1.1 (bbb) 16 to mean a security that
                                                  rule change. On March 8, 2017, the                       trading privileges, any NMS Stock listed                 meets the definition of ‘‘derivative
                                                  Exchange submitted Amendment No. 3                       on another national securities exchange                  securities product’’ in Rule 19b–4(e)
                                                  to the proposed rule change. On March                    (i.e., Tapes B and C symbols).13 NYSE                    under the Act and a ‘‘UTP Exchange
                                                  10, 2017, the Exchange withdrew                          also proposes to establish listing and                   Traded Product’’ to mean an Exchange
                                                  Amendment No. 3 to the proposed rule                     trading requirements for certain types of                Traded Product that trades on the
                                                  change and submitted Amendment No.                       ETPs (the ‘‘Subject ETPs’’) on Pillar.14                 Exchange pursuant to unlisted trading
                                                  4 to the proposed rule change.10 The                     The Exchange’s proposed rules for the                    privileges.17 The Exchange is also
                                                                                                           qualification, listing, and trading of the               proposing to add Rule 1.1(jj) to define
                                                  NYSE Arca Equities Rule 8.400(a) so that proposed        Subject ETPs are substantially identical                 ‘‘UTP Listing Market’’ as the primary
                                                  Rule 8.400(a) reads ‘as such terms are used in Rule      to the rules of NYSE Arca Equities.15                    listing market for a UTP security, and
                                                  5.1(b)’ in the last sentence, rather than ‘as such       Finally, the Exchange proposes to adopt
                                                  terms are used in the Rule 5.1(b)’ as is currently                                                                Rule 1.1(kk) to define ‘‘UTP Regulatory
                                                  drafted in NYSE Arca Equities Rule 8.400(a);’’ and       new equity trading rules relating to                     Halt’’ as a trade suspension, halt, or
                                                  (4) noted that ‘‘for new ETPs to be traded pursuant      trading halts of securities traded                       pause called by the UTP Listing Market
                                                  to UTP, which are listed and traded on another           pursuant to UTP on Pillar.                               in a UTP security that requires all
                                                  exchange pursuant to Rule 19b–4(e), the Exchange            The Exchange only proposes to trade
                                                  would be required to file Form 19b–4(e) with the                                                                  market centers to halt trading in that
                                                  Commission in accordance with the requirements
                                                                                                           securities pursuant to UTP on its Pillar                 security.
                                                  therein.’’ Amendment No. 1 is available at: https://     trading platform; the Exchange does not
                                                  www.sec.gov/comments/sr-nyse-2016-44/                    propose to trade securities pursuant to                  Proposal to Trade Securities Pursuant to
                                                  nyse201644-1.pdf. Because Amendment No. 1 to the         UTP on its Existing Platform.                            UTP
                                                  proposed rule change does not materially alter the
                                                  substance of the proposed rule change or raise                                                                      The Exchange proposes new Rule
                                                  unique or novel regulatory issues, Amendment No.         ETPs on Pillar under these ETP rules; (iv) proposed      5.1(a) to extend UTP to Pillar for
                                                  1 is not subject to notice and comment.                  to adopt NYSE Arca Equities Rule 5.5(m)
                                                                                                           concerning procedures for delisting ETPs; and (v)        securities listed on other national
                                                     6 See Securities Exchange Act Release No. 78641,

                                                  81 FR 59259 (August 29, 2016).                           made other technical corrections. Amendment No.          securities exchanges. Specifically,
                                                     7 In Amendment No. 2, the Exchange: (1) Added         4 is available at https://www.sec.gov/comments/sr-       proposed Rule 5.1(a)(1) would allow the
                                                                                                           nyse-2016-44/nyse201644-1627614-137373.pdf.              Exchange to trade securities eligible for
                                                  the clause ‘‘pursuant to UTP’’ at the end of the            11 Additional information regarding the proposal
                                                  sentence that states that ‘‘[t]he Exchange would
                                                                                                           can be found in the Notice, supra note 4, and in
                                                                                                                                                                    UTP under Section 12(f) of the Act.18
                                                  have to file a Form 19b–4(e) with the Commission                                                                  Proposed Rule 5.1(a) provides that the
                                                  to trade these ETPs;’’ (2) in the first footnote that    Amendment No. 4, supra note 10.
                                                  follows that sentence, deleted the clause ‘‘pursuant
                                                                                                              12 On January 29, 2015, the Exchange announced        securities the Exchange trades pursuant
                                                  to Rule 19b–4(e);’’ and (3) to the end of that same      the implementation of Pillar, which is an integrated     to UTP would be traded on Pillar under
                                                  footnote, added the reference ‘‘[s]ee proposed Rule      trading technology platform designed to use a single     the rules applicable to such trading. The
                                                  5.1(a)(2); supra note 19 and accompanying text.’’        specification for connecting to the equities and
                                                  Amendment No. 2 is available at: https://                options markets operated by the Exchange and its         Exchange does not currently have rules
                                                  www.sec.gov/comments/sr-nyse-2016-44/                    affiliates, NYSE Arca, Inc. (‘‘NYSE Arca’’) and          in place to operate trading on the Pillar
                                                  nyse201644-2.pdf. Because Amendment No. 2 to the         NYSE MKT LLC (‘‘NYSE MKT’’). See Trader Update           platform, and the Exchange has
                                                  proposed rule change does not materially alter the       dated January 29, 2015, available here: http://          represented that it would not trade UTP
                                                  substance of the proposed rule change or raise           www1.nyse.com/pdfs/Pillar_Trader_Update_Jan_
                                                  unique or novel regulatory issues, Amendment No.         2015.pdf. See also Securities Exchange Act Release       securities until it has effective trading
                                                  2 is not subject to notice and comment.                  No. 76803 (December 30, 2015), 81 FR 536 (January        rules for the Pillar platform in place.19
                                                     8 See Securities Exchange Act Release No. 79085,      6, 2016) (SR–NYSE–2015–67) (‘‘Pillar Framework             Proposed Rule 5.1(a)(1) makes clear
                                                  81 FR 71771 (October 18, 2016).                          Filing’’).                                               that the Exchange would not list any
                                                     9 See Securities Exchange Act Release No. 79736,         13 The Exchange will continue to trade Tape A

                                                                                                           symbols on its separate, existing trading platform
                                                                                                                                                                    ETPs unless it files a proposed rule
                                                  82 FR 3067 (January 10, 2017).
                                                     10 In Amendment No. 4, the Exchange revised the       (‘‘Existing Platform’’) and will not trade securities
                                                                                                                                                                       16 As the Exchange is proposing new rules that
                                                  proposed listing and trading requirements for the        pursuant to UTP on the Existing Platform.
                                                                                                              14 Specifically, the Exchange proposes to             are only applicable to the Pillar platform, references
                                                  Subject ETPs (as defined below) to incorporate
                                                  amendments to the NYSE Arca Equities                     establish listing and trading rules for the following:   in this Order to proposed NYSE Rules 1, 5, 7, and
                                                  requirements for the same products, which the            Equity Linked Notes, Investment Company Units,           8 would fall under NYSE Rules 1P, 5P, 7P, and 8P,
                                                  Commission recently approved. See Securities             Index-Linked Exchangeable Notes, Equity Gold             respectively. See Notice at 45581.
                                                                                                                                                                       17 This proposed definition is identical to the
                                                  Exchange Act Release No. 80189 (March 9, 2017)           Shares, Equity Index-Linked Securities,
                                                  (SR–NYSEArca–2017–01) (‘‘Arca Amendment’’). In           Commodity-Linked Securities, Currency-Linked             definition of ‘‘Derivative Securities Product’’ in
                                                  addition, in Amendment No. 4, the Exchange (i)           Securities, Fixed-Income Index-Linked Securities,        NYSE Arca Equities Rule 1.1(bbb).
                                                  added a statement that the Exchange’s Pillar             Futures-Linked Securities, Multifactor-Index-               18 15 U.S.C. 78l(f).

                                                  implementation is targeted for completion by year-       Linked Securities, Trust Certificates, Currency and         19 See Notice, supra note 4, at 45581. The
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                                                  end 2017 and represented that the Exchange will          Index Warrants, Portfolio Depositary Receipts, Trust     Exchange has adopted a framework for rules
                                                  announce the trading on Pillar of all Tape B and         Issued Receipts, Commodity-Based Trust Shares,           governing trading on Pillar and has stated its intent
                                                  C symbols, on a UTP basis, by Trader Update to go        Currency Trust Shares, Commodity Index Trust             to file additional proposed rule changes to adopt
                                                  out prior to the scheduled implementation date; (ii)     Shares, Commodity Futures Trust Shares,                  rules to operate the Exchange on the Pillar platform.
                                                  deleted proposed Supplementary Material .01 to           Partnership Units, Paired Trust Shares, Trust Units,     See Pillar Framework Filing, supra note 12, at 537
                                                  Rule 5.1(a); (iii) clarified both in the filing and in   Managed Fund Shares, and Managed Trust                   (‘‘Through a series of subsequent rule filings, the
                                                  the proposed rule text that the Exchange is adopting     Securities.                                              Exchange will propose to populate the individual
                                                  ETP rules only for purposes of trading on Pillar            15 See NYSE Arca Equities Rules 5 (Listings) and      rules with the rule text to operate the Exchange on
                                                  pursuant to UTP and that it does not plan to list        8 (Trading of Certain Equities Derivatives).             the Pillar platform’’).



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                                                  14052                        Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices

                                                  change under Section 19(b)(2) under the                 portfolio on which the Subject ETPs are               (Rule 8.400), Trust Units (Rule 8.500),
                                                  Act.20 Therefore, the provisions of                     based.23                                              Managed Fund Shares (Rule 8.600), and
                                                  proposed Rules 5 and 8 described                          Next, the Exchange proposes to add                  Managed Trust Securities (Rule 8.700).
                                                  below, which permit the listing of ETPs,                the definitions contained in NYSE Arca                  As mentioned above, however, the
                                                  would not be effective until the                        Equities Rule 5.1(b) that are relevant to             Exchange would not list any ETPs
                                                  Exchange files a proposed rule change                   the ETP listing and trading rules the                 unless it files a proposed rule change
                                                  to amend its rules to comply with Rules                 Exchange proposes in this filing, with                under Section 19(b)(2) under the Act.24
                                                  10A–3 and 10C–1 under the Act and to                    some non-substantive differences to                   Therefore, the provisions of Rules 5 and
                                                  incorporate qualitative listing criteria,               account for the peculiarities of the two              8 which permit the listing of ETPs
                                                  and such proposed rule change is                        exchanges and their respective rule                   would not be effective until the
                                                  approved by the Commission.21                           books.                                                Exchange files a proposed rule change
                                                                                                                                                                to amend its rules to comply with Rules
                                                  UTP of Exchange Traded Products                         Listing and Trading Requirements for
                                                                                                                                                                10A–3 and 10C–1 under the Act and to
                                                                                                          ETPs
                                                     The Exchange proposes Rule 5.1(a)(2)                                                                       incorporate qualitative listing criteria,
                                                                                                             The Exchange is proposing                          and such proposed rule change is
                                                  to govern trading of ETPs pursuant to
                                                                                                          substantially identical rules to those of             approved by the Commission.
                                                  UTP and Rule 19b–4(e) under the Act.
                                                                                                          NYSE Arca Equities for the
                                                  Specifically, proposed Rule 5.1(a)(2)(A)                                                                      Proposed Rule 7.18—Requirements for
                                                                                                          qualification, listing, and delisting of
                                                  provides that, within five days after                                                                         Halts on Pillar Platform
                                                                                                          the ETPs. The Exchange proposes to add
                                                  commencement of trading, the Exchange
                                                                                                          Rule 5.2(j), which would be                              In conjunction with the
                                                  would file a Form 19b–4(e) with the
                                                                                                          substantially identical to NYSE Arca                  implementation of Pillar for trading of
                                                  Commission with respect to each ETP                     Equities Rule 5.2(j). This proposed rule              securities pursuant to UTP, the
                                                  the Exchange trades pursuant to UTP.                    pertains to the following: Equity Linked              Exchange proposes new Rule 7.18
                                                     The Exchange proposes certain other                  Notes (Rule 5.2(j)(2)); Investment                    which governs trading halts in symbols
                                                  rules to support the trading of ETPs                    Company Units (Rule 5.2(j)(3)); Index-                trading on Pillar. These rules are
                                                  pursuant to UTP. For example,                           Linked Exchangeable Notes (Rule                       substantively identical to their NYSE
                                                  proposed Rule 5.1(a)(2)(B) provides that                5.2(j)(4)); Equity Gold Shares (Rule                  Arca Equities counterparts.
                                                  the Exchange will distribute an                         5.2(j)(5)); Equity Index Linked
                                                  information circular prior to the                                                                             III. Discussion and Commission
                                                                                                          Securities, Commodity-Linked                          Findings
                                                  commencement of trading in an ETP,                      Securities, Currency-Linked Securities,
                                                  which would generally include the                       Fixed Income Index-Linked Securities,                    After careful review, the Commission
                                                  same information as the information                     Futures-Linked Securities, and                        finds that the proposed rule change, as
                                                  circular provided by the listing                        Multifactor Index-Linked Securities                   modified by Amendment Nos. 1, 2, and
                                                  exchange, including (a) the special risks               (Rule 5.2(j)(6)); and Trust Certificates              4, is consistent with the requirements of
                                                  of trading the ETP, (b) the Exchange’s                  (Rule 5.2(j)(7)). The Exchange also                   the Act and the rules and regulations
                                                  rules that will apply to the ETP,                       proposes to add Rules 5.5(g)(2), which                thereunder applicable to a national
                                                  including Rules 2090 and 2111,22 and                    would provide additional continuous                   securities exchange.25 In particular, the
                                                  (c) information about the dissemination                 listing standards for Investment                      Commission finds that the proposed
                                                  of value of the underlying assets or                    Company Units; 5.5(j)–1, which would                  rule change is consistent with Section
                                                  indices.                                                provide additional continuous listing                 6(b)(5) of the Act,26 which requires,
                                                     In addition, proposed Rule                           standards for Equity Linked Notes; and                among other things, that the rules of a
                                                  5.1(a)(2)(C) establishes certain                        5.5(m), which would provide delisting                 national securities exchange be
                                                  requirements for member organizations                   procedures for ETPs. The text of these                designed to prevent fraudulent and
                                                  that have customers that trade ETPs on                  proposed rules is identical to NYSE                   manipulative acts and practices, to
                                                  a UTP basis, including requirements                     Arca Equities Rules 5.2(j)(2)–5.2(j)(7),              promote just and equitable principles of
                                                  pertaining to prospectus delivery and                   5.5(g)(2), 5.5(j)–1, and 5.5(m), other than           trade, to foster cooperation and
                                                  the provision of written description of                 certain non-substantive and technical                 coordination with persons engaged in
                                                  terms and characteristics of the ETPs.                  differences.                                          facilitating transactions in securities, to
                                                  Also, proposed Rule 5.1(a)(2)(E)                           Further, The Exchange also proposes                remove impediments to and perfect the
                                                  imposes restrictions on member                          to add Rule 8, which is substantially                 mechanism of a free and open market
                                                  organizations that are registered as                    identical to Sections 1 and 2 of NYSE                 and a national market system, and, in
                                                  market makers on the Exchange for                       Arca Equities Rule 8. This proposed rule              general, to protect investors and the
                                                  certain ETPs. Finally, proposed Rule                    pertains to the following: Currency and               public interest.
                                                  5.1(a)(2)(F) specifies certain surveillance             Index Warrants (Rules 8.1–8.13),                         The Exchange proposes to trade on
                                                  mechanisms for ETPs traded on the                       Portfolio Depositary Receipts (Rule                   Pillar, pursuant to UTP, NMS Stocks
                                                  Exchange pursuant to UTP. Namely, the                   8.100), Trust Issued Receipts (Rule                   listed on another national securities
                                                  Rule provides that the Exchange will                    8.200), Commodity-Based Trust Shares                  exchange, including the Subject ETPs.
                                                  enter into a comprehensive surveillance                 (Rule 8.201), Currency Trust Shares                   Section 12(f) of the Act 27 provides that
                                                  sharing agreements with markets that                    (Rule 8.202), Commodity Index Trust                   any national securities exchange may
                                                  trade components of the index or                        Shares (Rule 8.203), Commodity Futures                extend unlisted trading privileges to
                                                                                                          Trust Shares (Rule 8.204), Partnership                securities listed and registered on other
                                                                                                                                                                national securities exchanges, subject to
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                                                    20 15  U.S.C. 78s(b)(2).                              Units (Rule 8.300), Paired Trust Shares
                                                    21 In addition, the introductory note to each of
                                                                                                                                                                  24 15 U.S.C. 78s(b)(2).
                                                  proposed Rules 5P and 8P states that the provisions       23 In addition, the Exchange represents that its
                                                                                                                                                                  25 Inapproving this proposed rule change, the
                                                  of the rules apply to the trading pursuant to UTP       surveillance procedures for ETPs traded on the
                                                  of ETPs on the Exchange and do not apply to the         Exchange pursuant to UTP would be similar to the      Commission has considered the proposed rule’s
                                                  listing of ETPs on the Exchange.                        procedures used for equity securities traded on the   impact on efficiency, competition, and capital
                                                     22 See NYSE Rule 2090 (the Exchange’s Know           Exchange and would incorporate and rely upon          formation. See 15 U.S.C. 78c(f).
                                                                                                                                                                  26 15 U.S.C. 78f(b)(5).
                                                  Your Customer Rule) and NYSE Rule 2111 (the             existing Exchange surveillance systems. See Notice,
                                                  Exchange’s Suitability Rule).                           supra note 4, at 45582.                                 27 15 U.S.C. 78l.




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                                                                                Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices                                                   14053

                                                  Commission rules. In particular, in                     market participants with improved price               the Commission does not edit personal
                                                  order to extend unlisted trading                        discovery, increased liquidity, more                  identifying information from
                                                  privileges to securities listed elsewhere,              competitive quotes, and greater price                 submissions. You should submit only
                                                  Rule 12f–5 under the Act requires a                     improvement in those securities.31 The                information that you wish to make
                                                  national securities exchange to have in                 Commission therefore finds that NYSE’s                available publicly. All submissions
                                                  effect a rule or rules providing for                    proposed rules governing trading on a                 should refer to File Number SR–NYSE–
                                                  transactions in the class or type of                    UTP basis on its Pillar platform are                  2016–44 and should be submitted on or
                                                  security to which the exchange extends                  consistent with the Act.                              before April 6, 2017.
                                                  unlisted trading privileges.28 The
                                                                                                          IV. Solicitation of Comments on                       V. Accelerated Approval of Proposed
                                                  Commission notes that the Exchange’s
                                                                                                          Amendment No. 4                                       Rule Change, as Modified by
                                                  proposed Rule 5.1 allows NYSE to
                                                  extend unlisted trading privileges in                     Interested persons are invited to                   Amendment Nos. 1, 2, and 4
                                                  Pillar to any security that is an NMS                   submit written data, views, and
                                                                                                          arguments concerning the foregoing,                     Amendment No. 4: (1) Revised the
                                                  Stock that is listed on another national                                                                      proposed listing and trading
                                                  securities exchange.                                    including whether Amendment No. 4 to
                                                                                                          the proposed rule change is consistent                requirements for the Subject ETPs to
                                                     The Commission has previously
                                                                                                          with the Act. Comments may be                         take into account recently approved
                                                  approved substantively identical rules
                                                                                                          submitted by any of the following                     amendments to the NYSE Arca Equities
                                                  for the listing and trading of the Subject
                                                                                                          methods:                                              requirements for the same products; 32
                                                  ETPs on NYSE Arca Equities. The
                                                  Exchange represents that it will not list,                                                                    (2) added a statement that the
                                                                                                          Electronic Comments                                   Exchange’s Pillar implementation is
                                                  but only trade, the Subject ETPs on a
                                                  UTP basis. The Exchange represents that                   • Use the Commission’s Internet                     targeted for completion by year-end
                                                  to trade pursuant to UTP any ETP that                   comment form (http://www.sec.gov/                     2017 and a representation that the
                                                  is listed and traded on another national                rules/sro.shtml); or                                  Exchange will announce the trading on
                                                  securities exchange, NYSE would be                        • Send an email to rule-comments@                   Pillar of all Tape B and C symbols, on
                                                  required to file Form 19b–4(e) with the                 sec.gov. Please include File Number SR–               a UTP basis, by Trader Update prior to
                                                  Commission.                                             NYSE–2016–44 on the subject line.                     the scheduled implementation date; (3)
                                                     The Commission believes that the                                                                           deleted proposed Supplementary
                                                                                                          Paper Comments
                                                  Exchange’s proposal does not raise any                                                                        Material .01 to Rule 5.1(a); (4) clarified
                                                  novel issues, as it is consistent with the                 • Send paper comments in triplicate                both in the filing and in the proposed
                                                  rules of other national securities                      to Secretary, Securities and Exchange                 rule text that the Exchange is adopting
                                                  exchanges that trade securities and, in                 Commission, 100 F Street NE.,                         ETP rules only for purposes of trading
                                                  particular, ETPs pursuant to UTP.29                     Washington, DC 20549–1090.                            on Pillar pursuant to UTP and that it
                                                  Additionally, the Exchange represents,                  All submissions should refer to File                  does not plan to list ETPs on Pillar
                                                  and its proposed rules specify, that                    Number SR–NYSE–2016–44. This file                     under these ETP rules; (5) proposed to
                                                  NYSE will not list any Subject ETPs                     number should be included on the                      adopt NYSE Arca Equities Rule 5.5(m)
                                                  unless it first obtains Commission                      subject line if email is used. To help the            concerning procedures for delisting
                                                  approval of a proposed rule change                      Commission process and review your                    ETPs; and (6) made other technical
                                                  under Section 19(b)(2) of the Act.                      comments more efficiently, please use                 corrections. Thus, as a result of
                                                  Therefore, the provisions of proposed                   only one method. The Commission will                  Amendment No. 4, among other things,
                                                  Rules 5 and 8 that permit the listing of                post all comments on the Commission’s                 the Exchange’s proposed rules for the
                                                  Subject ETPs would only be effective if                 Internet Web site (http://www.sec.gov/                Subject ETPs remain substantially
                                                  the Commission approves a proposed                      rules/sro.shtml). Copies of the                       identical to the rules of NYSE Arca
                                                  rule change for the Exchange to amend                   submission, all subsequent                            Equities for the qualification, listing,
                                                  its rules to comply with Rules 10A–3                    amendments, all written statements                    and trading of the Subject ETPs.
                                                  and 10C–1 under the Act and to                          with respect to the proposed rule
                                                                                                                                                                  The Commission believes that
                                                  incorporate qualitative listing criteria.               change that are filed with the
                                                                                                                                                                Amendment No. 4 furthers the goals of
                                                  Finally, the Commission notes that                      Commission, and all written
                                                                                                                                                                the proposed rule change and does not
                                                  NYSE has represented that it will be                    communications relating to the
                                                                                                                                                                raise novel regulatory issues.
                                                  responsible for accepting the obligations               proposed rule change between the
                                                                                                          Commission and any person, other than                 Accordingly, the Commission finds
                                                  pertinent to a UTP market, including                                                                          good cause, pursuant to Section 19(b)(2)
                                                  specific requirements for registered                    those that may be withheld from the
                                                                                                          public in accordance with the                         of the Act,33 to approve the proposed
                                                  market makers, books and record                                                                               rule change, as modified by Amendment
                                                  production, surveillance procedures,                    provisions of 5 U.S.C. 552, will be
                                                                                                          available for Web site viewing and                    Nos. 1, 2 and 4, on an accelerated basis.
                                                  suitability and prospectus requirements,
                                                  and requisite Exchange approvals.30                     printing in the Commission’s Public                   VI. Conclusion
                                                     The Commission believes that the                     Reference Room, 100 F Street NE.,
                                                  trading of Tapes B and C symbols,                       Washington, DC 20549, on official                        It is therefore ordered, pursuant to
                                                  including ETPs, on NYSE on a UTP                        business days between the hours of                    Section 19(b)(2) of the Act,34 that the
                                                  basis should lead to increased                          10:00 a.m. and 3:00 p.m. Copies of the                proposed rule change (SR–NYSE–2016–
                                                  competition among the different                         filing also will be available for                     44), as modified by Amendment Nos. 1,
                                                  securities markets, as well as provide                  inspection and copying at the principal               2, and 4, be, and hereby is, approved on
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                                                                                                          office of the Exchange. All comments                  an accelerated basis.
                                                    28 See 17 CFR 240.12f–5. See also Securities          received will be posted without change;
                                                  Exchange Act Release No. 35737 (April 21, 1995),                                                                32 See Arca Amendment, supra note 10. These

                                                  60 FR 20891 (April 28, 1995) (File No. S7–4–95)           31 The  Commission notes that the Exchange has      amendments to the NYSE Arca Equities
                                                  (adopting Rule 12f–5 under the Act).                    represented that it would not trade UTP securities    requirements, among other things, specified certain
                                                    29 See, e.g., Rule 14.1 of Bats BYX Exchange, Inc.
                                                                                                          until it has effective trading rules for the Pillar   continued listing requirements for the Subject ETPs.
                                                  and Rule 14.1 of Bats EDGA Exchange, Inc.               platform in place. See Notice, supra note 4, at         33 15 U.S.C. 78s(b)(2).
                                                    30 See proposed Rule 5.1.                             45581.                                                  34 Id.




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                                                  14054                          Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices

                                                    For the Commission, by the Division of                office of the Exchange, and at the                        The Exchange is proposing
                                                  Trading and Markets, pursuant to delegated              Commission’s Public Reference Room.                     amendments to Supplementary Material
                                                  authority.35                                                                                                    .09 to IEX Rule 11.340 to delay the date
                                                  Eduardo A. Aleman,                                      II. Self-Regulatory Organization’s
                                                                                                                                                                  by which Pre-Pilot and Pilot Appendix
                                                  Assistant Secretary.                                    Statement of the Purpose of, and the
                                                                                                                                                                  B data is to be made publicly available
                                                                                                          Statutory Basis for, the Proposed Rule
                                                  [FR Doc. 2017–05221 Filed 3–15–17; 8:45 am]                                                                     on the Exchange or DEA’s Web site from
                                                                                                          Change
                                                  BILLING CODE 8011–01–P                                                                                          February 28, 2017, until April 28, 2017.
                                                                                                             In its filing with the Commission, the               Appendix C data for the Pre-Pilot Period
                                                                                                          self-regulatory organization included                   through the month of January 2017, will
                                                  SECURITIES AND EXCHANGE                                 statements concerning the purpose of                    be published on the Exchange or DEA’s
                                                  COMMISSION                                              and basis for the proposed rule change                  Web site on February 28, 2017, and,
                                                                                                          and discussed any comments it received                  thereafter, on the original 30-day
                                                  [Release No. 34–80218; File No. SR–IEX–
                                                  2017–07]
                                                                                                          on the proposed rule change. The text                   schedule.
                                                                                                          of these statement may be examined at                     In the SRO Tick Size Plan Proposal,
                                                  Self-Regulatory Organizations:                          the places specified in Item IV below.                  the Participants stated that the public
                                                  Investors Exchange LLC; Notice of                       The self-regulatory organization has                    data will be made available for free ‘‘on
                                                  Filing and Immediate Effectiveness of                   prepared summaries, set forth in                        a disaggregated basis by trading center’’
                                                  Proposed Rule Change To Amend                           Sections A, B, and C below, of the most                 on the Web sites of the Participants and
                                                  Exchange Rule 11.340 To Modify the                      significant aspects of such statements.                 the Designated Examining Authorities.11
                                                  Date of Appendix B Web Site Data                                                                                However, market participants have
                                                                                                          A. Self-Regulatory Organization’s
                                                  Publication Pursuant to the Regulation                                                                          expressed confidentiality concerns
                                                                                                          Statement of the Purpose of, and the
                                                  NMS Plan To Implement a Tick Size                                                                               regarding this approach for over-the-
                                                                                                          Statutory Basis for, the Proposed Rule
                                                  Pilot Program                                                                                                   counter (‘‘OTC’’) data.12 Thus, the
                                                                                                          Change
                                                                                                                                                                  Exchange is filing the instant proposed
                                                  March 10, 2017.                                         1. Purpose                                              rule change to provide additional time
                                                     Pursuant to Section 19(b)(1) 1 of the                                                                        to assess a means of addressing the
                                                  Securities Exchange Act of 1934 (the                       Rule 11.340(b) (Compliance with Data
                                                                                                          Collection Requirements) 7 implements                   confidentiality concerns raised in
                                                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                                                                          connection with the publication of
                                                  notice is hereby given that, on February                the data collection and Web site
                                                                                                          publication requirements of the Plan.8                  Appendix B data related to OTC activity
                                                  28, 2017, the Investors Exchange LLC                                                                            in furtherance of the objectives of the
                                                  (‘‘IEX’’ or the ‘‘Exchange’’) filed with the            Supplementary Material .09 to IEX Rule
                                                                                                          11.340 provides, among other things,                    Plan.13 Pursuant to this amendment,
                                                  Securities and Exchange Commission                                                                              Appendix B data publication will be
                                                  (the ‘‘Commission’’) the proposed rule                  that the requirement that the Exchange
                                                                                                          or Designated Examining Authority                       delayed until April 28, 2017. The
                                                  change as described in Items I and II                                                                           Participants anticipate filing an
                                                  below, which Items have been prepared                   (‘‘DEA’’) make certain data publicly
                                                                                                          available on their Web site pursuant to                 additional proposed rule change in the
                                                  by the self-regulatory organization. The                                                                        near future to address the Appendix B
                                                  Commission is publishing this notice to                 Appendix B and C to the Plan shall
                                                                                                          commence at the beginning of the Pilot                  data publication.
                                                  solicit comments on the proposed rule
                                                  change from interested persons.                         Period,9 and that the Exchange or DEA                   2. Statutory Basis
                                                                                                          shall make data for the Pre-Pilot Period                   The Exchange believes that its
                                                  I. Self-Regulatory Organization’s                       publicly available on their Web site
                                                  Statement of the Terms of Substance of                                                                          proposal is consistent with Section 6(b)
                                                                                                          pursuant to Appendix B and C to the                     of the Act 14 in general, and furthers the
                                                  the Proposed Rule Change                                Plan by February 28, 2017.10                            objectives of Section 6(b)(5) of the Act 15
                                                     Pursuant to the provisions of Section                                                                        in particular, in that it is designed to
                                                                                                             7 See Exchange Rule 11.340(b). See also Securities
                                                  19(b)(1) under the Securities Exchange                                                                          promote just and equitable principles of
                                                                                                          Exchange Act Release Nos. 77418 (March 22, 2016),
                                                  Act of 1934 (‘‘Act’’),4 and Rule 19b–4                  81 FR 17213 (March 28, 2016); and 78795                 trade, to foster cooperation and
                                                  thereunder,5 Investors Exchange LLC                     (September 9, 2016), 81 FR 63508 (September 15,         coordination with persons engaged in
                                                  (‘‘IEX’’ or ‘‘Exchange’’) is filing with the            2016).                                                  facilitating transactions in securities, to
                                                  Securities and Exchange Commission                         8 The Participants filed the Plan to comply with
                                                                                                                                                                  remove impediments to and perfect the
                                                  (‘‘Commission’’) a proposed rule change                 an order issued by the Commission on June 24,
                                                                                                          2014. See Letter from Brendon J. Weiss, Vice
                                                  to amend Exchange Rule 11.340 to                        President, Intercontinental Exchange, Inc., to          also Securities Exchange Act Release No. 34–79473
                                                  modify the date of Appendix B Web site                  Secretary, Commission, dated August 25, 2014            (December 6, 2016), 81 FR 89562 (December 12,
                                                  data publication pursuant to the                        (‘‘SRO Tick Size Plan Proposal’’). See Securities       2016) (Notice of Filing and Immediate Effectiveness
                                                                                                          Exchange Act Release No 72460 (June 24, 2014), 79       of File No. SR–IEX–2016–17).
                                                  Regulation NMS Plan to Implement a                                                                                 11 See Securities Exchange Act Release No. 73511
                                                                                                          FR 36840 (June 30, 2014); see also Securities
                                                  Tick Size Pilot Program (‘‘Plan’’). The                 Exchange Act Release No. 74892 (May 6, 2015), 80        (November 3, 2014), 79 FR 66423 (November 7,
                                                  Exchange has designated this proposal                   FR 27513 (May 13, 2015).                                2014) (Notice of Filing of Proposed National Market
                                                  as non-controversial and provided the                      9 Unless otherwise defined herein, capitalized       System Plan to Implement a Tick Size Pilot Program
                                                  Commission with the notice required by                  terms have the meaning ascribed to them in Rule         on a One-Year Pilot Basis, File No. 4–657) (‘‘Tick
                                                                                                          11.340.                                                 Size Plan Proposal’’).
                                                  Rule 19b–4(f)(6)(iii) under the Act.6                                                                              12 See letters from Adam C. Cooper, Senior
                                                                                                             10 On November 30, 2016, the SEC granted
                                                     The text of the proposed rule change                                                                         Managing Director and Chief Legal Officer, Citadel
                                                                                                          exemptive relief to the Participants, and the
                                                  is available at the Exchange’s Web site                 Exchange filed proposed rule changes to, among          Securities, to Brent J. Fields, Secretary,
                                                  at www.iextrading.com, at the principal                 other things, delay the publication of Web site data    Commission, dated December 21, 2016 (‘‘Citadel
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                                                                                                          pursuant to Appendices B and C to the Plan until        letter’’); and William Hebert, Managing Director,
                                                    35 17                                                 February 28, 2017, and to delay the ongoing Web         Financial Information Forum, to Robert W. Errett,
                                                          CFR 200.30–3(a)(12).                                                                                    Deputy Secretary, Commission, dated December 21,
                                                    1 15 U.S.C. 78s(b)(1).                                site publication by ninety days such that data
                                                                                                          would be published within 120 calendar days             2016 (‘‘FIF letter’’).
                                                    2 15 U.S.C. 78a.                                                                                                 13 FINRA, on behalf of the Exchange, also is
                                                    3 17 CFR 240.19b–4.
                                                                                                          following the end of the month. See Letter from
                                                                                                          David S. Shillman, Associate Director, Division of      submitting an exemptive request with the SEC in
                                                    4 15 U.S.C. 78s(b)(1).                                                                                        connection with the instant filing.
                                                                                                          Trading and Markets, Commission, to Marcia E.
                                                    5 17 CFR 240.19b–4.                                                                                              14 15 U.S.C. 78f(b).
                                                                                                          Asquith, Senior Vice President and Corporate
                                                    6 17 CFR 240.19b–4(f)(6)(iii).                        Secretary, FINRA dated November 30, 2016; see              15 15 U.S.C. 78f(b)(5).




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Document Created: 2017-03-16 02:18:42
Document Modified: 2017-03-16 02:18:42
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 14050 

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