82_FR_18261 82 FR 18189 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Certain of the Initial and Annual Listing Fee Provisions Included in the NYSE MKT Company Guide

82 FR 18189 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Certain of the Initial and Annual Listing Fee Provisions Included in the NYSE MKT Company Guide

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 72 (April 17, 2017)

Page Range18189-18191
FR Document2017-07639

Federal Register, Volume 82 Issue 72 (Monday, April 17, 2017)
[Federal Register Volume 82, Number 72 (Monday, April 17, 2017)]
[Notices]
[Pages 18189-18191]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-07639]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80433; File No. SR-NYSEMKT-2017-19]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending Certain of the 
Initial and Annual Listing Fee Provisions Included in the NYSE MKT 
Company Guide

April 11, 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 31, 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 to amend certain of the initial and annual 
listing fee provisions included in the NYSE MKT Company Guide (the 
``Company Guide''). 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 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The Exchange proposes to amend certain of the initial and annual 
listing fee provisions included in the Company Guide.
    The Exchange proposes to amend Section 140 to provide an exemption 
from the initial listing fees for any company listing within 36 months 
of emergence from bankruptcy and that has not had a security listed on 
a national securities exchange during such period. The Exchange 
believes that it is reasonable to waive the initial listing fees for an 
issuer listing within 36 months following emergence from bankruptcy, so 
long as such issuer has not had a security listed on a national 
securities exchange during such period, because this will incentivize 
such issuers to list their security on the Exchange, which will result 
in increased transparency and liquidity with respect to the issuer's 
security, thereby benefiting investors. In this regard, the Exchange 
notes that the issuer, like all other listing applicants, would be 
required to satisfy the Exchange's listings standards as well as the 
other governance requirements and standards that the Exchange requires 
of issuers listed on the Exchange. The Exchange believes that limiting 
the waiver to 36 months following emergence from bankruptcy is 
reasonable because, in the Exchange's opinion, it is a period of time 
that is sufficient for the issuer to proceed with its reorganization 
and meet the Exchange's qualifications for listing.
    The Exchange proposes to amend Section 141 to provide a waiver of 
annual fees in relation to the first part year of a company's listing 
if the company is transferring its listing from another national 
securities exchange. The Exchange notes that companies transferring in 
mid-year will already have paid listing fees for that year to the 
exchange on which they were previously listed and that the double 
payment the Exchange's prorated annual fee imposes on them imposes a 
significant financial burden and acts as a disincentive to 
transferring.
    The Exchange does not expect the financial impact of these two 
proposed amendments to be material in terms of the level of listing 
fees collected from issuers on the Exchange. Specifically, the Exchange 
anticipates that only a very limited number of issuers will be 
qualified and seek to list on the Exchange that are eligible to qualify 
for

[[Page 18190]]

the waivers. Accordingly, the Exchange believes that the proposed rule 
change will not impact the Exchange's resource commitment to its 
regulatory oversight of the listing process or its regulatory programs.
2. Statutory Basis
    The Exchange believes that each of the proposed amendments is 
consistent with Section 6(b) of the Exchange Act,\4\ in general, and 
furthers the objectives of Sections 6(b)(4) \5\ of the Exchange Act, in 
particular, in that they are designed to provide for the equitable 
allocation of reasonable dues, fees, and other charges and is not 
designed to permit unfair discrimination among its members and issuers 
and other persons using its facilities. The Exchange also believes that 
each of the proposed amendments is consistent with Section 6(b)(5) of 
the Exchange Act, in particular in that each of them is designed to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes that it is reasonable to waive the initial 
listing fees for an issuer within 36 months following emergence from 
bankruptcy, so long as such issuer has not had a security listed on a 
national securities exchange during such period, because this will 
incentivize such issuers to list their security on the Exchange, which 
will result in increased transparency and liquidity with respect to the 
issuer's security, thereby benefiting investors. In this regard, the 
Exchange notes that the issuer, like all other listing applicants, 
would be required to satisfy the Exchange's listings standards as well 
as the other governance requirements and standards that the Exchange 
requires of issuers listed on the Exchange. Accordingly, the Exchange 
believes that it is in the public's interest, and the interest of the 
issuer, to provide an opportunity for the increased transparency and 
liquidity that is attendant with listing on the Exchange and therefore 
that it is reasonable to waive the Listing Fees for such issuers. The 
Exchange believes that the number of additional issuers that will 
qualify for this waiver, as proposed, will be limited. The Exchange 
also believes that limiting the waiver to 36 months following emergence 
from bankruptcy is reasonable because, in the Exchange's opinion, it is 
a period of time that is sufficient for the issuer to proceed with its 
reorganization and meet the Exchange's qualifications for listing.
    The Exchange also believes that it is reasonable to limit the 
waiver to issuers that have emerged from bankruptcy but have not yet 
had a security listed on a national securities exchange during such 
period because, if an issuer has already listed its security post-
emergence, it has already exposed itself to the requirements and 
transparency associated with listing on a national securities exchange, 
which is what the Exchange is incentivizing by waiving the initial 
listing fees. The Exchange also believes that this is equitable and not 
unfairly discriminatory because the goal of the waiver is to 
incentivize listing, and the transparency and public benefits (e.g., 
increased liquidity) that is attendant therewith. Accordingly, these 
goals would already be achieved for an issuer that has already listed 
on another national securities exchange post-emergence, and to waive 
the initial listing fees would therefore be inconsistent with the 
waiver's purpose.
    The Exchange believes that the proposed waiver of the annual fees 
for the first partial year of listing for a company transferring from 
another exchange is consistent with Sections 6(b)(4) and 6(b)(5) of the 
Exchange Act in that it represents an equitable allocation of fees and 
does not unfairly discriminate among listed companies. The Exchange 
believes that the proposed waiver is not unfairly discriminatory with 
respect to companies that are already listed or companies that are not 
transferring from another exchange at the time of initial listing, 
because it is narrowly designed to address the fact that companies 
transferring from other markets have already paid annual listing fees 
at their predecessor market and would otherwise have an unusually large 
aggregate listing fee burden in their first partial year of listing. 
The Exchange also expects the effect of the proposed waiver to be 
small, as it is limited to the first part year of a transfer company's 
listing and a relatively small number of companies transfer to the 
Exchange in any year.
    Overall, the Exchange believes that instances of these waivers 
being granted to issuers that apply to list on the Exchange will be 
relatively rare. Accordingly, the Exchange does not anticipate that it 
will experience any meaningful diminution in revenue as a result of the 
proposed waivers and therefore does not believe that the proposed 
waivers would in any way negatively affect its ability to continue to 
adequately fund its regulatory program or the services the Exchange 
provides to issuers.

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

    The Exchange does not believe that either of the proposed 
amendments will impose any burden on competition that is not necessary 
or appropriate in furtherance of the purposes of the Exchange Act. The 
proposed amendment to Section 140 is designed to encourage companies 
emerging from bankruptcy to list as soon as possible, providing 
investors with a transparent and liquid market in which to trade those 
companies' stocks. The proposed amendment to Section 141 is designed to 
enable all companies transferring from any other national securities 
exchange to benefit from a waiver with respect to annual fees for their 
first partial year of listing to offset the annual fees they will 
already have paid for that year on their predecessor exchange. The 
market for listings is extremely competitive. Each listing exchange has 
a different fee schedule that applies to issuers seeking to list 
securities on its exchange. Issuers have the option to list their 
securities on these alternative venues based on the fees charged and 
the value provided by each listing. Because issuers have a choice to 
list their securities on a different national securities exchange, the 
Exchange does not believe that the proposed fee change imposes a burden 
on competition.

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

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

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \6\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \7\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the

[[Page 18191]]

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) \8\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \8\ 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-2017-19 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEMKT-2017-19. 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 such 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-2017-19, and should 
be submitted on or before May 8, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-07639 Filed 4-14-17; 8:45 am]
BILLING CODE 8011-01-P



                                                                                 Federal Register / Vol. 82, No. 72 / Monday, April 17, 2017 / Notices                                             18189

                                                  23, 2013. Of those 19,908 respondents,                  SECURITIES AND EXCHANGE                               A. Self-Regulatory Organization’s
                                                  we estimate that 220 respondents with                   COMMISSION                                            Statement of the Purpose of, and the
                                                  disqualifying events will spend ten                                                                           Statutory Basis for, the Proposed Rule
                                                  hours to prepare a disclosure statement                 [Release No. 34–80433; File No. SR–                   Change
                                                  describing the matters that would have                  NYSEMKT–2017–19]                                      1. Purpose
                                                  triggered disqualification under
                                                                                                                                                                   The Exchange proposes to amend
                                                  506(d)(1) of Regulation D, except that                  Self-Regulatory Organizations; NYSE
                                                                                                                                                                certain of the initial and annual listing
                                                  these disqualifying events occurred                     MKT LLC; Notice of Filing and
                                                                                                                                                                fee provisions included in the Company
                                                  before September 23, 2013, the effective                Immediate Effectiveness of Proposed                   Guide.
                                                  date of the Rule 506 amendments. An                     Rule Change Amending Certain of the                      The Exchange proposes to amend
                                                  estimated 2,200 burden hours are                        Initial and Annual Listing Fee                        Section 140 to provide an exemption
                                                  attributed to the 220 respondents with                  Provisions Included in the NYSE MKT                   from the initial listing fees for any
                                                  disqualifying events in addition to the                 Company Guide                                         company listing within 36 months of
                                                  19,908 burden hours associated with the                                                                       emergence from bankruptcy and that
                                                                                                          April 11, 2017.
                                                  one-hour factual inquiry. In sum, the                                                                         has not had a security listed on a
                                                  total annual increase in paperwork                         Pursuant to Section 19(b)(1) 1 of the              national securities exchange during
                                                  burden for all affected respondents to                  Securities Exchange Act of 1934 (the                  such period. The Exchange believes that
                                                  comply with the Rule 506(e) disclosure                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                it is reasonable to waive the initial
                                                  statement is estimated to be                            notice is hereby given that, on March                 listing fees for an issuer listing within
                                                  approximately 22,108 hours of company                   31, 2017, NYSE MKT LLC (the                           36 months following emergence from
                                                  personnel time.                                         ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with              bankruptcy, so long as such issuer has
                                                                                                          the Securities and Exchange                           not had a security listed on a national
                                                     Written comments are invited on: (a)                                                                       securities exchange during such period,
                                                  Whether this proposed collection of                     Commission (the ‘‘Commission’’) the
                                                                                                          proposed rule change as described in                  because this will incentivize such
                                                  information is necessary for the proper                                                                       issuers to list their security on the
                                                  performance of the functions of the                     Items I, II, and III below, which Items
                                                                                                                                                                Exchange, which will result in
                                                  agency, including whether the                           have been prepared by the self-
                                                                                                                                                                increased transparency and liquidity
                                                  information will have practical utility;                regulatory organization. The
                                                                                                                                                                with respect to the issuer’s security,
                                                  (b) the accuracy of the agency’s estimate               Commission is publishing this notice to               thereby benefiting investors. In this
                                                  of the burden imposed by the collection                 solicit comments on the proposed rule                 regard, the Exchange notes that the
                                                  of information; (c) ways to enhance the                 change from interested persons.                       issuer, like all other listing applicants,
                                                  quality, utility, and clarity of the                    I. Self-Regulatory Organization’s                     would be required to satisfy the
                                                  information collected; and (d) ways to                  Statement of the Terms of Substance of                Exchange’s listings standards as well as
                                                  minimize the burden of the collection of                the Proposed Rule Change                              the other governance requirements and
                                                  information on respondents, including                                                                         standards that the Exchange requires of
                                                  through the use of automated collection                   The Exchange proposes to amend                      issuers listed on the Exchange. The
                                                  techniques or other forms of information                certain of the initial and annual listing             Exchange believes that limiting the
                                                  technology. Consideration will be given                 fee provisions included in the NYSE                   waiver to 36 months following
                                                  to comments and suggestions submitted                   MKT Company Guide (the ‘‘Company                      emergence from bankruptcy is
                                                  in writing within 60 days of this                       Guide’’). The proposed change is                      reasonable because, in the Exchange’s
                                                                                                          available on the Exchange’s Web site at               opinion, it is a period of time that is
                                                  publication.
                                                                                                          www.nyse.com, at the principal office of              sufficient for the issuer to proceed with
                                                     An agency may not conduct or                                                                               its reorganization and meet the
                                                  sponsor, and a person is not required to                the Exchange, and at the Commission’s
                                                                                                                                                                Exchange’s qualifications for listing.
                                                  respond to, a collection of information                 Public Reference Room.                                   The Exchange proposes to amend
                                                  unless it displays a currently valid                    II. Self-Regulatory Organization’s                    Section 141 to provide a waiver of
                                                  control number.                                         Statement of the Purpose of, and                      annual fees in relation to the first part
                                                     Please direct your written comment to                Statutory Basis for, the Proposed Rule                year of a company’s listing if the
                                                  Pamela Dyson, Director/Chief                            Change                                                company is transferring its listing from
                                                  Information Officer, Securities and                                                                           another national securities exchange.
                                                                                                            In its filing with the Commission, the              The Exchange notes that companies
                                                  Exchange Commission, c/o Remi Pavlik-
                                                                                                          self-regulatory organization included                 transferring in mid-year will already
                                                  Simon, 100 F Street NE., Washington,
                                                                                                          statements concerning the purpose of,                 have paid listing fees for that year to the
                                                  DC 20549 or send an email to: PRA_
                                                                                                          and basis for, the proposed rule change               exchange on which they were
                                                  Mailbox@sec.gov.                                                                                              previously listed and that the double
                                                                                                          and discussed any comments it received
                                                    Dated: April 11, 2017.                                on the proposed rule change. The text                 payment the Exchange’s prorated
                                                  Eduardo A. Aleman,                                      of those statements may be examined at                annual fee imposes on them imposes a
                                                  Assistant Secretary.                                    the places specified in Item IV below.                significant financial burden and acts as
                                                  [FR Doc. 2017–07655 Filed 4–14–17; 8:45 am]             The Exchange has prepared summaries,                  a disincentive to transferring.
                                                                                                          set forth in sections A, B, and C below,                 The Exchange does not expect the
                                                  BILLING CODE 8011–01–P
                                                                                                                                                                financial impact of these two proposed
mstockstill on DSK30JT082PROD with NOTICES




                                                                                                          of the most significant parts of such
                                                                                                                                                                amendments to be material in terms of
                                                                                                          statements.
                                                                                                                                                                the level of listing fees collected from
                                                                                                                                                                issuers on the Exchange. Specifically,
                                                                                                                                                                the Exchange anticipates that only a
                                                                                                            1 15 U.S.C. 78s(b)(1).                              very limited number of issuers will be
                                                                                                            2 15 U.S.C. 78a.                                    qualified and seek to list on the
                                                                                                            3 17 CFR 240.19b–4.                                 Exchange that are eligible to qualify for


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                                                  18190                             Federal Register / Vol. 82, No. 72 / Monday, April 17, 2017 / Notices

                                                  the waivers. Accordingly, the Exchange                     following emergence from bankruptcy is                proposed waivers would in any way
                                                  believes that the proposed rule change                     reasonable because, in the Exchange’s                 negatively affect its ability to continue
                                                  will not impact the Exchange’s resource                    opinion, it is a period of time that is               to adequately fund its regulatory
                                                  commitment to its regulatory oversight                     sufficient for the issuer to proceed with             program or the services the Exchange
                                                  of the listing process or its regulatory                   its reorganization and meet the                       provides to issuers.
                                                  programs.                                                  Exchange’s qualifications for listing.
                                                                                                                The Exchange also believes that it is              B. Self-Regulatory Organization’s
                                                  2. Statutory Basis                                         reasonable to limit the waiver to issuers             Statement on Burden on Competition
                                                     The Exchange believes that each of                      that have emerged from bankruptcy but                    The Exchange does not believe that
                                                  the proposed amendments is consistent                      have not yet had a security listed on a               either of the proposed amendments will
                                                  with Section 6(b) of the Exchange Act,4                    national securities exchange during                   impose any burden on competition that
                                                  in general, and furthers the objectives of                 such period because, if an issuer has                 is not necessary or appropriate in
                                                  Sections 6(b)(4) 5 of the Exchange Act,                    already listed its security post-                     furtherance of the purposes of the
                                                  in particular, in that they are designed                   emergence, it has already exposed itself              Exchange Act. The proposed
                                                  to provide for the equitable allocation of                 to the requirements and transparency                  amendment to Section 140 is designed
                                                  reasonable dues, fees, and other charges                   associated with listing on a national                 to encourage companies emerging from
                                                  and is not designed to permit unfair                       securities exchange, which is what the                bankruptcy to list as soon as possible,
                                                  discrimination among its members and                       Exchange is incentivizing by waiving                  providing investors with a transparent
                                                  issuers and other persons using its                        the initial listing fees. The Exchange                and liquid market in which to trade
                                                  facilities. The Exchange also believes                     also believes that this is equitable and              those companies’ stocks. The proposed
                                                  that each of the proposed amendments                       not unfairly discriminatory because the               amendment to Section 141 is designed
                                                  is consistent with Section 6(b)(5) of the                  goal of the waiver is to incentivize                  to enable all companies transferring
                                                  Exchange Act, in particular in that each                   listing, and the transparency and public              from any other national securities
                                                  of them is designed to promote just and                    benefits (e.g., increased liquidity) that is          exchange to benefit from a waiver with
                                                  equitable principles of trade, to foster                   attendant therewith. Accordingly, these               respect to annual fees for their first
                                                  cooperation and coordination with                          goals would already be achieved for an                partial year of listing to offset the annual
                                                  persons engaged in regulating, clearing,                   issuer that has already listed on another             fees they will already have paid for that
                                                  settling, processing information with                      national securities exchange post-                    year on their predecessor exchange. The
                                                  respect to, and facilitating transactions                  emergence, and to waive the initial                   market for listings is extremely
                                                  in securities, to remove impediments to                    listing fees would therefore be                       competitive. Each listing exchange has a
                                                  and perfect the mechanism of a free and                    inconsistent with the waiver’s purpose.               different fee schedule that applies to
                                                  open market and a national market                             The Exchange believes that the                     issuers seeking to list securities on its
                                                  system, and, in general, to protect                        proposed waiver of the annual fees for                exchange. Issuers have the option to list
                                                  investors and the public interest.                         the first partial year of listing for a               their securities on these alternative
                                                     The Exchange believes that it is                        company transferring from another                     venues based on the fees charged and
                                                  reasonable to waive the initial listing                    exchange is consistent with Sections                  the value provided by each listing.
                                                  fees for an issuer within 36 months                        6(b)(4) and 6(b)(5) of the Exchange Act               Because issuers have a choice to list
                                                  following emergence from bankruptcy,                       in that it represents an equitable                    their securities on a different national
                                                  so long as such issuer has not had a                       allocation of fees and does not unfairly              securities exchange, the Exchange does
                                                  security listed on a national securities                   discriminate among listed companies.                  not believe that the proposed fee change
                                                  exchange during such period, because                       The Exchange believes that the                        imposes a burden on competition.
                                                  this will incentivize such issuers to list                 proposed waiver is not unfairly
                                                  their security on the Exchange, which                      discriminatory with respect to                        C. Self-Regulatory Organization’s
                                                  will result in increased transparency                      companies that are already listed or                  Statement on Comments on the
                                                  and liquidity with respect to the issuer’s                 companies that are not transferring from              Proposed Rule Change Received From
                                                  security, thereby benefiting investors. In                 another exchange at the time of initial               Members, Participants, or Others
                                                  this regard, the Exchange notes that the                   listing, because it is narrowly designed                No written comments were solicited
                                                  issuer, like all other listing applicants,                 to address the fact that companies                    or received with respect to the proposed
                                                  would be required to satisfy the                           transferring from other markets have                  rule change.
                                                  Exchange’s listings standards as well as                   already paid annual listing fees at their
                                                  the other governance requirements and                      predecessor market and would                          III. Date of Effectiveness of the
                                                  standards that the Exchange requires of                    otherwise have an unusually large                     Proposed Rule Change and Timing for
                                                  issuers listed on the Exchange.                            aggregate listing fee burden in their first           Commission Action
                                                  Accordingly, the Exchange believes that                    partial year of listing. The Exchange also               The foregoing rule change is effective
                                                  it is in the public’s interest, and the                    expects the effect of the proposed                    upon filing pursuant to Section
                                                  interest of the issuer, to provide an                      waiver to be small, as it is limited to the           19(b)(3)(A) 6 of the Act and
                                                  opportunity for the increased                              first part year of a transfer company’s               subparagraph (f)(2) of Rule 19b–4 7
                                                  transparency and liquidity that is                         listing and a relatively small number of              thereunder, because it establishes a due,
                                                  attendant with listing on the Exchange                     companies transfer to the Exchange in                 fee, or other charge imposed by the
                                                  and therefore that it is reasonable to                     any year.                                             Exchange.
                                                  waive the Listing Fees for such issuers.                      Overall, the Exchange believes that                   At any time within 60 days of the
                                                  The Exchange believes that the number                      instances of these waivers being granted              filing of such proposed rule change, the
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                                                  of additional issuers that will qualify for                to issuers that apply to list on the                  Commission summarily may
                                                  this waiver, as proposed, will be                          Exchange will be relatively rare.                     temporarily suspend such rule change if
                                                  limited. The Exchange also believes that                   Accordingly, the Exchange does not                    it appears to the Commission that such
                                                  limiting the waiver to 36 months                           anticipate that it will experience any                action is necessary or appropriate in the
                                                                                                             meaningful diminution in revenue as a
                                                    4 15   U.S.C. 78f(b).                                    result of the proposed waivers and                      6 15   U.S.C. 78s(b)(3)(A).
                                                    5 15   U.S.C. 78f(b)(4).                                 therefore does not believe that the                     7 17   CFR 240.19b–4(f)(2).



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                                                                                    Federal Register / Vol. 82, No. 72 / Monday, April 17, 2017 / Notices                                                     18191

                                                  public interest, for the protection of                     available publicly. All submissions                    comment letters on the proposed rule
                                                  investors, or otherwise in furtherance of                  should refer to File Number SR–                        change. This order approves the
                                                  the purposes of the Act. If the                            NYSEMKT–2017–19, and should be                         proposed rule change, as modified by
                                                  Commission takes such action, the                          submitted on or before May 8, 2017.                    Amendment No. 1.
                                                  Commission shall institute proceedings                       For the Commission, by the Division of
                                                  under Section 19(b)(2)(B) 8 of the Act to                                                                         II. Discussion and Commission
                                                                                                             Trading and Markets, pursuant to delegated             Findings
                                                  determine whether the proposed rule                        authority.9
                                                  change should be approved or                               Eduardo A. Aleman,                                        After careful review, the Commission
                                                  disapproved.                                               Assistant Secretary.                                   finds that the proposed rule change, as
                                                  IV. Solicitation of Comments                               [FR Doc. 2017–07639 Filed 4–14–17; 8:45 am]            modified by Amendment No. 1, is
                                                                                                             BILLING CODE 8011–01–P
                                                                                                                                                                    consistent with the requirements of the
                                                    Interested persons are invited to                                                                               Act and the rules and regulations
                                                  submit written data, views, and                                                                                   thereunder applicable to a national
                                                  arguments concerning the foregoing,                                                                               securities exchange.6 In particular, the
                                                                                                             SECURITIES AND EXCHANGE
                                                  including whether the proposed rule                                                                               Commission finds that the proposed
                                                                                                             COMMISSION
                                                  change is consistent with the Act.                                                                                rule change is consistent with Section
                                                  Comments may be submitted by any of                        [Release No. 34–80432; File No. SR–ISE–
                                                                                                                                                                    6(b)(5) of the Act,7 which requires,
                                                  the following methods:                                     2017–03]
                                                                                                                                                                    among other things, that the rules of a
                                                  Electronic Comments                                        Self-Regulatory Organizations; Nasdaq                  national securities exchange be
                                                    • Use the Commission’s Internet                          ISE, LLC; Order Approving Proposed                     designed to prevent fraudulent and
                                                  comment form (http://www.sec.gov/                          Rule Change, as Modified by                            manipulative acts and practices, to
                                                  rules/sro.shtml); or                                       Amendment No. 1, To Amend Various                      promote just and equitable principles of
                                                    • Send an email to rule-comments@                        Rules in Connection With a System                      trade, to foster cooperation and
                                                  sec.gov. Please include File Number SR–                    Migration to Nasdaq INET Technology                    coordination with persons engaged in
                                                  NYSEMKT–2017–19 on the subject line.                                                                              facilitating transactions in securities, to
                                                                                                             April 11, 2017.                                        remove impediments to and perfect the
                                                  Paper Comments                                             I. Introduction                                        mechanism of a free and open market
                                                     • Send paper comments in triplicate                        On February 8, 2017, the International
                                                                                                                                                                    and a national market system, and, in
                                                  to Brent J. Fields, Secretary, Securities                                                                         general, to protect investors and the
                                                                                                             Securities Exchange, LLC (now known
                                                  and Exchange Commission, 100 F Street                                                                             public interest. As noted above, the
                                                                                                             as Nasdaq ISE, LLC (‘‘ISE’’ or
                                                  NE., Washington, DC 20549–1090.                                                                                   Commission received no comment
                                                                                                             ‘‘Exchange’’)) 1 filed with the Securities
                                                  All submissions should refer to File                                                                              letters regarding the proposed rule
                                                                                                             and Exchange Commission
                                                  Number SR–NYSEMKT–2017–19. This                                                                                   change.
                                                                                                             (‘‘Commission’’), pursuant to Section
                                                  file number should be included on the                      19(b)(1) of the Securities Exchange Act                   The Exchange proposes to amend
                                                  subject line if email is used. To help the                 of 1934 (‘‘Act’’),2 and Rule 19b–4                     various Exchange rules to reflect the ISE
                                                  Commission process and review your                         thereunder,3 a proposed rule change to                 system migration to a Nasdaq INET
                                                  comments more efficiently, please use                      amend various Exchange rules in                        technology.8 In connection this system
                                                  only one method. The Commission will                       connection with a system migration to                  migration, as discussed below, the
                                                  post all comments on the Commission’s                      Nasdaq, Inc. (‘‘Nasdaq’’) supported                    Exchange intends to adopt certain
                                                  Internet Web site (http://www.sec.gov/                     technology. The proposed rule change                   trading functionality currently utilized
                                                  rules/sro.shtml). Copies of the                            was published for comment in the                       on Nasdaq Exchanges.9
                                                  submission, all subsequent                                 Federal Register on February 27, 2017.4
                                                                                                                                                                       6 In approving this proposed rule change, the
                                                  amendments, all written statements                         On March 30, 2017, the Exchange filed
                                                                                                                                                                    Commission has considered the proposed rule’s
                                                  with respect to the proposed rule                          Amendment No. 1 to the proposed rule                   impact on efficiency, competition, and capital
                                                  change that are filed with the                             change.5 The Commission received no                    formation. See 15 U.S.C. 78c(f).
                                                  Commission, and all written                                                                                          7 15 U.S.C. 78f(b)(5).

                                                  communications relating to the                               9 17 CFR 200.30–3(a)(12).                               8 INET is utilized across Nasdaq’s markets,

                                                  proposed rule change between the                             1 ISE was renamed Nasdaq ISE, LLC in a rule          including The NASDAQ Options Market LLC
                                                                                                             change that became operative on April 3, 2017. See     (‘‘NOM’’), NASDAQ PHLX LLC (‘‘Phlx’’), and
                                                  Commission and any person, other than                                                                             NASDAQ BX, Inc. (collectively, the ‘‘Nasdaq
                                                                                                             Securities Exchange Act Release No. 80325 (March
                                                  those that may be withheld from the                        29, 2017), 82 FR 16445 (April 4, 2017) (SR–ISE–        Exchanges’’). See Notice, supra note 4, at 11975.
                                                  public in accordance with the                              2017–25).                                              The Commission also recently approved Nasdaq
                                                  provisions of 5 U.S.C. 552, will be                          2 15 U.S.C. 78s(b)(1).                               GEMX, LLC’s (formerly ISE Gemini, LLC) migration
                                                                                                                                                                    to INET. See Securities Exchange Act Release Nos.
                                                  available for Web site viewing and                           3 17 CFR 240.19b–4.
                                                                                                                                                                    80011 (February 10, 2017), 82 FR 10927 (February
                                                                                                               4 See Securities Exchange Act Release No. 80075
                                                  printing in the Commission’s Public                                                                               16, 2017) (SR–ISEGemini–2016–17); 80014
                                                                                                             (February 21, 2017), 82 FR 11975 (‘‘Notice’’).
                                                  Reference Room, 100 F Street NE.,                            5 In Amendment No. 1, the Exchange clarified the     (February 10, 2017), 82 FR 10952 (February 16,
                                                  Washington, DC 20549 on official                           proposed handling of complex orders during Limit       2017) (SR–ISEGemini–2016–18).
                                                                                                                                                                       9 See Notice, supra note 4, at 11975. The
                                                  business days between the hours of                         Up-Limit Down states, proposed that All-Or-None
                                                                                                             Orders may only be entered with a time-in-force        Exchange anticipates that it will begin
                                                  10:00 a.m. and 3:00 p.m. Copies of such                                                                           implementation of the proposed rule changes in the
                                                                                                             designation of Immediate-Or-Cancel, proposed to
                                                  filing also will be available for                          memorialize the handling of Cancel and Replace         second quarter of 2017. See Notice, supra note 4,
                                                  inspection and copying at the principal                    Orders, and removed a proposed rule change             at 11975. According to the Exchange, the system
                                                  office of the Exchange. All comments                       regarding delaying the implementation of Directed      migration will be on a symbol by symbol basis. The
mstockstill on DSK30JT082PROD with NOTICES




                                                                                                             Orders. The Exchange also clarified the reason Price   Exchange will issue an alert to members in the form
                                                  received will be posted without change;                    Level Protection would be applied to complex           of an Options Trader Alert to provide notification
                                                  the Commission does not edit personal                      orders and made other clarifying changes. Because      of the symbols that will migrate and the relevant
                                                  identifying information from                               Amendment No. 1 does not materially alter the          dates. See id. Further, the Commission has
                                                  submissions. You should submit only                        substance of the proposed rule change or raise         approved a separately filed companion proposed
                                                                                                             unique or novel regulatory issues, it is not subject   rule change to amend the Exchange’s opening
                                                  information that you wish to make                          to notice and comment. The amendment is                process in connection with the system migration to
                                                                                                             available at: https://www.sec.gov/comments/sr-ise-     INET technology. See Securities Exchange Act
                                                    8 15   U.S.C. 78s(b)(2)(B).                              2017-03/ise201703-1677882-149321.pdf.                                                            Continued




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Document Created: 2018-08-25 11:27:30
Document Modified: 2018-08-25 11:27:30
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 18189 

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