82 FR 15244 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Organizational Documents, Company Guide, Price List, Fee Schedules, Independence Policy and Rules To Change the Name of the Exchange to NYSE American LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 57 (March 27, 2017)

[Federal Register Volume 82, Number 57 (Monday, March 27, 2017)]
[Notices]
[Pages 15244-15247]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-05920]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80283; File No. SR-NYSEMKT-2017-14]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change To Amend Its 
Organizational Documents, Company Guide, Price List, Fee Schedules, 
Independence Policy and Rules To Change the Name of the Exchange to 
NYSE American LLC

March 21, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on March 16, 2017 NYSE MKT LLC (the ``Exchange'' or ``NYSE 
MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes, in connection with its name change to NYSE 
American LLC, to amend certain organizational documents, the NYSE MKT 
LLC Company Guide (``Company Guide''), the NYSE MKT Equities Price List 
(``Price List''), the NYSE Amex Options Fee Schedule (``Fee 
Schedule''), the NYSE MKT LLC Equities Proprietary Market Data Fees 
(``Market Data Fees''), the Independence Policy of the Board of 
Directors (``Independence Policy''), and rules of the Exchange to 
reflect that name change. The proposed change is available on the 
Exchange's Web site at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at

[[Page 15245]]

the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    NYSE MKT proposes, in connection with its name change to NYSE 
American LLC (``NYSE American''), to amend certain organizational 
documents, the Company Guide, Price List, Fee Schedule, Market Data 
Fees, Independence Policy, and rules of the Exchange to reflect that 
name change.
Name Change of the Exchange
    In 2008, NYSE Euronext acquired the American Stock Exchange LLC 
(``Amex''), as a result of which the Exchange, as the successor entity 
to Amex, became a wholly owned subsidiary of NYSE Group, Inc. At that 
time, the Exchange was named ``NYSE Alternext US LLC.'' \4\ In 2009, 
the name of the Exchange was changed to ``NYSE Amex LLC'' \5\ and in 
2012 it was changed to ``NYSE MKT LLC.'' \6\ The Exchange has now 
determined that for marketing purposes it would be desirable to change 
the name of the Exchange to ``NYSE American LLC.''
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    \4\ See Securities Exchange Act Release No. 58673 (September 29, 
2008), 73 FR 57707 (October 3, 2008) (SR-Amex-2008-62).
    \5\ See Securities Exchange Act Release No. 59575 (March 13, 
2009), 74 FR 11803 (March 19, 2009) (SR-NYSEALTR-2009-24).
    \6\ See Securities Exchange Act Release No. 67037 (May 21, 
2012), 77 FR 31415 (May 25, 2012) (SR-NYSEAmex-2012-32).
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    In connection with the name change, the Exchange proposes to amend 
the following documents as described below:
     Certificate of Formation: The Exchange proposes to replace 
``NYSE MKT LLC'' with ``NYSE American LLC'' in number 1 of the 
certificate of formation and to make conforming changes to the title.
     Tenth Amended and Restated Operating Agreement of NYSE MKT 
LLC: The Exchange proposes to replace ``NYSE MKT LLC'' with ``NYSE 
American LLC'' in Article I, Section 1.01 (Name) and to replace ``NYSE 
MKT DCRC'' with ``NYSE American DCRC'' in Article II, Section 2.03 
(Board). The Exchange also proposes to make conforming changes to the 
title, preamble, recitals, and signature line.
     Company Guide: The Exchange proposes to replace ``NYSE MKT 
LLC'' with ``NYSE American LLC'' in the title, Section 211(c) (Original 
Listing Application--General) and Section 350 (Cancellation Notice), 
and in the Appendix forms for an Initial Public Offering, Common Stock, 
and Listing Agreement.
     Price List: The Exchange proposes to replace ``NYSE MKT'' 
with ``NYSE American'' in the title and throughout the Price List. 
Under ``Co-Location Fees,'' the Exchange proposes to replace ``NYSE MKT 
Equities Price List'' with ``NYSE American Equities Price List'' and 
``NYSE MKT Options Fee Schedule'' with ``NYSE American Options Fee 
Schedule.'' Under ``Listing Fees,'' the Exchange proposes to replace 
``NYSE MKT Company Guide'' with ``NYSE American Company Guide.''
     Fee Schedule: The Exchange proposes to replace ``NYSE MKT 
LLC'' with ``NYSE American LLC'' in the title. Additionally, the 
Exchange proposes to replace all references to ``NYSE MKT'' with ``NYSE 
American'' in ``Section V. Technology & System Access Fees--Co-Location 
Fees.''
     Market Data Fees: The Exchange proposes to replace ``NYSE 
MKT LLC'' with ``NYSE American LLC'' in the title. Additionally, the 
Exchange proposes to replace all references to ``NYSE MKT'' with ``NYSE 
American'' in the product names and footnotes 1, 2, and 4.
     Independence Policy: The Exchange proposes to replace 
``NYSE MKT LLC'' with ``NYSE American LLC'' throughout the Independence 
Policy.\7\ Additionally, the Exchange proposes to replace ``[Insert 
name of relevant NYSE U.S. Regulated Subsidiary]'' with ``NYSE American 
LLC.'' The text being replaced was used in prior filings because 
several entities used the same Independence Policy.\8\
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    \7\ In addition, the Exchange proposes to delete footnote 2 of 
the Independence Policy, which has an obsolete reference to NYSE 
Regulation, Inc. (``NYSE Regulation''). NYSE Regulation and NYSE 
Market (DE), Inc. (``NYSE Market (DE)'') were previously parties to 
a Delegation Agreement whereby the New York Stock Exchange LLC 
delegated certain regulatory functions to NYSE Regulation and 
certain market functions to NYSE Market (DE) (``Delegation 
Agreement''). The Delegation Agreement was terminated when the New 
York Stock Exchange LLC re-integrated its regulatory and market 
functions. As a result, the two entities ceased being regulated 
subsidiaries, and NYSE Regulation was merged out of existence. See 
Securities Exchange Act Release No. 75991 (September 28, 2015), 80 
FR 59837 (October 10, 2015) (SR-NYSE-2015-27).
    \8\ Prior to the termination of the Delegation Agreement, the 
same Independence Policy applied to the Exchange, the New York Stock 
Exchange LLC, NYSE Market (DE), and NYSE Regulation. See Securities 
Exchange Act Release Nos. 72156 (May 13, 2014), 79 FR 28782 (May 19, 
2014) (SR-NYSEMKT-2014-41); 67564 (August 1, 2012), 77 FR 47161 
(August 7, 2012) (SR-NYSE-2012-17; SR-NYSEArca-2012-59; SR-NYSEMKT-
2012-07).
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    In addition, the Exchange proposes to amend its rules as follows:
     The Exchange proposes to replace ``NYSE MKT LLC'' with 
``NYSE American LLC'' in definitions 11 (``The Exchange'') and 37 
(``Company Guide''); Rule 341, Commentary .02 and .08 (Approval of 
Registered Employees and Officers); Rule 1--Equities (The Exchange and 
Related Entities); Rule 37--Equities (Visitors); Rule 98--Equities 
(c)(6) (Operation of a DMM Unit); Rule 227--Equities Forms 6(a), 7(a), 
and 12(a) (Depository Eligibility); Rule 497--Equities (a)(3) 
(Additional Requirements for Listed Securities Issued by ICE or its 
Affiliates); and Rule 900.2NY(45) and (47) (Definitions).
     The Exchange proposes to replace ``NYSE MKT LLC'' with 
``the Exchange'' in Rule 341, Commentary .08 (Approval of Registered 
Employees and Officers).
     The Exchange proposes to replace ``NYSE MKT Bonds'' with 
``NYSE American Bonds'' in Rule 51--Equities (a), Supplementary 
Material .20 (Hours for Business); Rule 72--Equities, Supplementary 
Material .40 (Priority of Bids and Offers and Allocation of 
Executions); Rule 86--Equities (NYSE MKT Bonds); Rule 119--Equities 
(Change in Basis from ``And Interest'' to ``Flat''); and Rule 123B--
Equities, Supplementary Material .30 (Exchange Automated Order Routing 
System).
     In Rule 86--Equities (b)(2) and (c), the Exchange proposes 
to replace ``NYSE MKT Bonds Limit Order'' with ``NYSE American Bonds 
Limit Order''; ``NYSE MKT Bonds Reserve Order'' with ``NYSE American 
Bonds Reserve Order''; ``NYSE MKT Bonds Good `Til Cancelled Order'' 
with NYSE American Bonds Good `Til Cancelled Order''; and ``NYSE MKT 
Bonds Day Order'' with ``NYSE American Bonds Day Order.''
     The Exchange proposes to replace ``NYSE MKT Company 
Guide'' with ``Company Guide'' in Rule 2210--Equities (c)(7)(N) 
(Communications with the Public).
     The Exchange proposes to replace ``NYSE MKT'' with ``NYSE 
American'' in Rule 3170--Equities (a)(3) (Tape Recording of Registered 
Persons by Certain Firms).
     In the Trading of Options Contracts portion of the 
rulebook, the Exchange proposes to replace ``NYSE MKT'' with 
``Exchange'' in Section 15 (Flexible Exchange (``FLEX'') Options), Rule 
900G(b) (Applicability and Definitions); Rule 903G(b)(4) and (5) (Terms 
of FLEX Options); and Rule 975NY(k)(3)(A) (Nullification and Adjustment 
of Options Transactions including Obvious Errors).

[[Page 15246]]

    None of the foregoing changes are substantive.\9\ The name change 
and the above-listed changes would become operative upon the 
effectiveness of an amendment to the Exchange's Certificate of 
Formation, which is expected to be no later than June 30, 2017. The 
Exchange will announce the name change via Trader Update.
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    \9\ The Exchange will submit subsequent rule filings as 
necessary to make any technical corrections to proposed rule changes 
that are pending as of the date of submission of this filing and 
approved by the Commission thereafter.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \10\ in general, and with Section 
6(b)(1) \11\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(1).
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    The proposed rule change is a non-substantive change and does not 
impact the governance or ownership of the Exchange. The Exchange 
believes that the proposed rule change would enable the Exchange to 
continue to be so organized as to have the capacity to carry out the 
purposes of the Exchange Act and comply and enforce compliance with the 
provisions of the Exchange Act by its members and persons associated 
with its members, because ensuring that the Exchange's governing 
documents, Company Guide, Price List, Fee Schedule, Market Data Fees, 
Independence Policy and rulebook accurately reflect the name of the 
Exchange would contribute to the orderly operation of the Exchange by 
adding clarity and transparency to such documents and rules.
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\12\ in that 
it is 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.
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    \12\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by ensuring that market participants can more 
easily navigate, understand and comply with the Exchange's governing 
documents, Company Guide, Price List, Fee Schedule, Market Data Fees, 
Independence Policy and rulebook. The Exchange believes that, by 
ensuring that such documents and rulebook accurately reflect the name 
of the Exchange, the proposed rule change would reduce potential 
investor or market participant confusion.
    The Exchange believes that the proposed changes to replace 
``[Insert name of relevant NYSE U.S. Regulated Subsidiary]'' with 
``NYSE American LLC'' would contribute to the orderly operation of the 
Exchange by adding clarity and transparency to such document.
    Further, the Exchange believes that the proposed deletion of 
footnote two of the Independence Policy would remove impediments to, 
and perfect the mechanism of a free and open market and a national 
market system and, in general, protect investors and the public 
interest because the change would eliminate an obsolete reference to 
NYSE Regulation, thereby reducing potential confusion. Market 
participants and investors would not be harmed and in fact could 
benefit from the increased clarity and transparency in the Independence 
Policy, ensuring that market participants could more easily understand 
the Independence Policy.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change is 
not intended to address competitive issues but rather is concerned 
solely with updating the Exchange's organizational documents, Company 
guide, Price List, Fee Schedule, Market Data Fees, Independence Policy 
and rules to reflect its name change.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Ac t\13\ and Rule 19b-4(f)(3) \14\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(3).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings under Section 
19(b)(2)(B) \15\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \15\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEMKT-2017-14 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-NYSEMKT-2017-14. 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

[[Page 15247]]

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-NYSEMKT-2017-14 and should be submitted on or before 
April 17, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05920 Filed 3-24-17; 8:45 am]
 BILLING CODE 8011-01-P