82_FR_22126 82 FR 22036 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, Amending Rule 6.80 To Make Permanent a Program That Allows Cabinet Trade Transactions To Take Place at a Price Below $1 Per Option Contract

82 FR 22036 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, Amending Rule 6.80 To Make Permanent a Program That Allows Cabinet Trade Transactions To Take Place at a Price Below $1 Per Option Contract

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 90 (May 11, 2017)

Page Range22036-22038
FR Document2017-09531

Federal Register, Volume 82 Issue 90 (Thursday, May 11, 2017)
[Federal Register Volume 82, Number 90 (Thursday, May 11, 2017)]
[Notices]
[Pages 22036-22038]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-09531]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80615; File No. SR-NYSEArca-2017-24]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment No. 1 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 1, Amending Rule 
6.80 To Make Permanent a Program That Allows Cabinet Trade Transactions 
To Take Place at a Price Below $1 Per Option Contract

May 5, 2017.

I. Introduction

    On March 2, 2017, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') 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 amending the Exchange's rules to make permanent a 
program that allows transactions to take place in open outcry trading 
at prices of at least $0 but less than $1 per option contract (``sub-
dollar cabinet trades''). The proposed rule change was published for 
comment in the Federal Register on March 23, 2017.\3\ On April 25, 
2017, the Exchange filed Amendment No. 1 to the proposed rule 
change.\4\ The Commission received no comment letters on the proposed 
rule change. This order provides notice of filing of Amendment No. 1 
and approves the proposed rule change, as modified by Amendment No. 1, 
on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 80271 (March 17, 
2017), 82 FR 14934 (March 23, 2017) (``Notice'').
    \4\ In Amendment No. 1, the Exchange provided supplemental 
background detail on its proposal, including a summary of why it 
initially put the program on a pilot, a description of the systems 
enhancements it made to be able to process cabinet trades in the 
regular course, an example of how a cabinet trade is done on the 
trading floor, and a representation that, to its knowledge, neither 
the Options Clearing Corporation (``OCC'') nor the Exchange's 
members have reported any operational issues in connection with 
cabinet trades. To promote transparency of its proposed amendment, 
when NYSE Arca filed Amendment No. 1 with the Commission, it also 
submitted Amendment No. 1 as a comment letter to the file, which the 
Commission posted on its Web site and placed in the public comment 
file for SR-NYSEArca-2017-24 (available at https://www.sec.gov/comments/sr-nysearca-2017-24/nysearca201724.htm). The Exchange also 
posted a copy of its Amendment No. 1 on its Web site (https://www.nyse.com/regulation/rule-filings) when it filed it with the 
Commission.
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    Prior to 2010, Exchange Rule 6.80 (Accommodation Transactions 
(Cabinet Trades)) allowed cabinet trade transactions at a price of $1 
per option contract to occur in open outcry trading for certain 
classes.\5\ In 2010, the Exchange amended Rule 6.80 on a pilot basis to 
allow sub-dollar cabinet trades to take place at prices of at least $0 
but less than $1 per option contract.\6\ The Exchange now proposes to 
amend Rule 6.80 to make permanent its sub-dollar cabinet trade pilot 
program, which currently is scheduled to expire on July 5, 2017.\7\
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    \5\ See Rule 6.80. See also Notice, supra note 3, at 14935 
(discussing Rule 6.80).
    \6\ See Securities Exchange Act Release No. 63476 (December 8, 
2010), 75 FR 77930 (December 14, 2010) (SR-NYSEArca-2010-109).
    \7\ See Commentary .01 to Rule 6.80. See also Securities 
Exchange Act Release No. 79565 (December 15, 2016), 81 FR 93723 
(December 21, 2016) (SR-NYSEArca-2016-163).
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    The Exchange permits sub-dollar cabinet trade transactions to be 
traded pursuant to the same procedures applicable to $1 cabinet trades, 
except that for sub-dollar cabinet trades (i) bids and offers for 
opening transactions are permitted only to accommodate closing 
transactions, and (ii) transactions in option classes participating in 
the Penny Pilot Program are permitted.\8\ As it explained in the 
Notice, the Exchange believes that ``allowing trading at a price of at 
least $0 but less than $1 better accommodates the closing of options 
positions in series that are worthless or not actively traded, 
particularly when there has been a significant move in the price of the 
underlying security, resulting in a large number of series being out-
of-the-money.'' \9\
---------------------------------------------------------------------------

    \8\ See Commentary .01 to Rule 6.80. See also Notice, supra note 
3, at 14935 (discussing the pilot).
    \9\ Notice, supra note 3, at 14935.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act \10\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.\11\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\12\ which 
requires, among other things, that the rules of a national securities 
exchange be designed to prevent fraudulent and

[[Page 22037]]

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

    \10\ 15 U.S.C. 78f.
    \11\ 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).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In the Notice, as amended, the Exchange explains that it initially 
put the sub-dollar cabinet trade rule on a pilot so that it could 
``evaluate the efficacy of the change and to address any operational 
issues that might arise in processing [c]abinet trades.'' \13\ During 
the course of the pilot, the Exchange made enhancements to its system 
to accommodate cabinet trades at a price as small as $0.00000001.\14\ 
With that systems change, and based on its experience with these types 
of trades, the Exchange notes that its systems now ``allow it to 
process [c]abinet trades in a manner similar to how all other trades 
are processed by the Exchange.'' \15\
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    \13\ Amendment No. 1, supra note 4.
    \14\ See id.
    \15\ Id. See also Notice, supra note 3, at 14935 (noting that 
``in 2016, there were a total of 558 cabinet trades'' on the 
Exchange. ``Of these, 50 trades comprising 47,106 contracts were 
executed at a price of $0.01, while the remaining 508 trades 
comprising 208,078 contracts were executed for a premium of less 
than $0.01'').
---------------------------------------------------------------------------

    In support of making the pilot program permanent, the Exchange 
represents that ``there are no operational issues in processing and 
clearing [c]abinet trades in penny and sub-penny increments.'' \16\ The 
Exchange also represents that ``OTP Holders and OTP Firms have not 
raised any concerns with the current method of processing of [c]abinet 
trades.'' \17\ Finally, the Exchange represents that it is ``not aware 
of the Options Clearing Corporation (``OCC'') having operational issues 
with processing [c]abinet trades submitted by the Exchange.'' \18\
---------------------------------------------------------------------------

    \16\ Notice, supra note 3, at 14935.
    \17\ Amendment No. 1, supra note 4.
    \18\ Id.
---------------------------------------------------------------------------

    Based on the representations of the Exchange, the Commission 
believes that permanent approval of the sub-dollar cabinet trade pilot 
is consistent with the Act. In particular, the Commission notes that 
the Exchange has made the necessary systems changes to accommodate sub-
dollar cabinet trades into its regular trading infrastructure, and thus 
is able to process such trades in the normal course. Further, the 
Exchange has not observed any issues or concerns with sub-dollar 
cabinet trades at the Exchange level or with and among its members or 
in processing the trades through OCC. Accordingly, the Exchange's rule 
appears reasonably designed to remove impediments, prevent fraudulent 
and manipulative acts and practices, and foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities. Further, permanent approval will continue to provide 
investors with choice when considering a cabinet trade, including the 
ability to price such trades below $1 per contract.

IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule 
Change

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 1 
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-NYSEArca-2017-24 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-NYSEArca-2017-24. 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-NYSEArca-2017-24, and should 
be submitted on or before June 1, 2017.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of publication of notice of the amended proposal in the 
Federal Register. In Amendment No. 1, NYSE Arca provided supplemental 
background detail on why the sub-dollar cabinet trade provision was put 
on a pilot initially, described the systems changes that the Exchange 
made to be able to process cabinet trades, and represented its 
understanding that neither OCC nor the Exchange's members have reported 
any operational issues in connection with cabinet trades.\19\ The 
additional information contained in Amendment No. 1 provides further 
support for the Exchange's proposal, is consistent with the proposal as 
initially filed, and does not introduce any new provisions or novel 
arguments in support of the proposal. Further, the Commission notes 
that it did not receive any comment letters on the Exchange's proposal. 
Accordingly, the Commission finds good cause, pursuant to Section 
19(b)(2) of the Act,\20\ to approve the proposed rule change, as 
modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \19\ See Amendment No. 1, supra note 4. See also supra note 4 
(noting that the Exchange submitted Amendment No. 1 as a comment 
letter to the file, which the Commission posted on its Web site and 
placed in the public comment file).
    \20\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\21\ that the proposed rule change (SR-NYSEArca-2017-24), as 
modified by Amendment No. 1, be, and hereby is, approved on an 
accelerated basis.
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    \21\ 15 U.S.C. 78s(b)(2).
    \22\ 17 CFR 200.30-3(a)(12).


[[Page 22038]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-09531 Filed 5-10-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                    22036                          Federal Register / Vol. 82, No. 90 / Thursday, May 11, 2017 / Notices

                                                    the Federal Register on March 24,                       SECURITIES AND EXCHANGE                               II. Description of the Proposed Rule
                                                    2017.4 The Commission received no                       COMMISSION                                            Change
                                                    comments on the proposal.                                                                                        Prior to 2010, Exchange Rule 6.80
                                                       Section 19(b)(2) of the Act 5 provides               [Release No. 34–80615; File No. SR–                   (Accommodation Transactions (Cabinet
                                                    that within 45 days of the publication of               NYSEArca–2017–24]                                     Trades)) allowed cabinet trade
                                                    notice of filing of a proposed rule                                                                           transactions at a price of $1 per option
                                                    change, or within such longer period up                 Self-Regulatory Organizations; NYSE                   contract to occur in open outcry trading
                                                    to 90 days as the Commission may                        Arca, Inc.; Notice of Filing of                       for certain classes.5 In 2010, the
                                                    designate if it finds such longer period                Amendment No. 1 and Order Granting                    Exchange amended Rule 6.80 on a pilot
                                                    to be appropriate and publishes its                     Accelerated Approval of a Proposed                    basis to allow sub-dollar cabinet trades
                                                                                                            Rule Change, as Modified by                           to take place at prices of at least $0 but
                                                    reasons for so finding or as to which the
                                                                                                            Amendment No. 1, Amending Rule 6.80                   less than $1 per option contract.6 The
                                                    self-regulatory organization consents,
                                                                                                            To Make Permanent a Program That                      Exchange now proposes to amend Rule
                                                    the Commission shall either approve the
                                                                                                            Allows Cabinet Trade Transactions To                  6.80 to make permanent its sub-dollar
                                                    proposed rule change, disapprove the                                                                          cabinet trade pilot program, which
                                                    proposed rule change, or institute                      Take Place at a Price Below $1 Per
                                                                                                            Option Contract                                       currently is scheduled to expire on July
                                                    proceedings to determine whether the                                                                          5, 2017.7
                                                    proposed rule change should be                          May 5, 2017.                                             The Exchange permits sub-dollar
                                                    disapproved. The 45th day for this filing                                                                     cabinet trade transactions to be traded
                                                    is May 8, 2017.                                         I. Introduction                                       pursuant to the same procedures
                                                       The Commission is extending the 45-                     On March 2, 2017, NYSE Arca, Inc.                  applicable to $1 cabinet trades, except
                                                    day time period for Commission action                   (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed             that for sub-dollar cabinet trades (i) bids
                                                    on the proposed rule change. The                        with the Securities and Exchange                      and offers for opening transactions are
                                                    Commission finds that it is appropriate                 Commission (‘‘Commission’’), pursuant                 permitted only to accommodate closing
                                                    to designate a longer period to take                    to Section 19(b)(1) of the Securities                 transactions, and (ii) transactions in
                                                    action on the proposed rule change so                                                                         option classes participating in the
                                                                                                            Exchange Act of 1934 (‘‘Act’’) 1 and Rule
                                                    that it has sufficient time to consider the                                                                   Penny Pilot Program are permitted.8 As
                                                                                                            19b–4 thereunder,2 a proposed rule
                                                                                                                                                                  it explained in the Notice, the Exchange
                                                    Exchange’s proposed rule change.                        change amending the Exchange’s rules
                                                                                                                                                                  believes that ‘‘allowing trading at a price
                                                    Accordingly, pursuant to Section                        to make permanent a program that
                                                                                                                                                                  of at least $0 but less than $1 better
                                                    19(b)(2) of the Act,6 the Commission                    allows transactions to take place in open             accommodates the closing of options
                                                    designates June 22, 2017 as the date by                 outcry trading at prices of at least $0 but           positions in series that are worthless or
                                                    which the Commission should either                      less than $1 per option contract (‘‘sub-              not actively traded, particularly when
                                                    approve or disapprove, or institute                     dollar cabinet trades’’). The proposed                there has been a significant move in the
                                                    proceedings to determine whether to                     rule change was published for comment                 price of the underlying security,
                                                    disapprove, the proposed rule change.                   in the Federal Register on March 23,                  resulting in a large number of series
                                                      For the Commission, by the Division of
                                                                                                            2017.3 On April 25, 2017, the Exchange                being out-of-the-money.’’ 9
                                                    Trading and Markets, pursuant to delegated              filed Amendment No. 1 to the proposed
                                                                                                            rule change.4 The Commission received                 III. Discussion and Commission
                                                    authority.7
                                                                                                            no comment letters on the proposed rule               Findings
                                                    Eduardo A. Aleman,
                                                                                                            change. This order provides notice of                    After careful review, the Commission
                                                    Assistant Secretary.                                    filing of Amendment No. 1 and                         finds that the proposed rule change is
                                                    [FR Doc. 2017–09525 Filed 5–10–17; 8:45 am]             approves the proposed rule change, as                 consistent with the requirements of the
                                                    BILLING CODE 8011–01–P                                  modified by Amendment No. 1, on an                    Act 10 and the rules and regulations
                                                                                                            accelerated basis.                                    thereunder applicable to a national
                                                                                                                                                                  securities exchange.11 In particular, the
                                                                                                              1 15  U.S.C. 78s(b)(1).                             Commission finds that the proposed
                                                                                                              2 17  CFR 240.19b–4.                                rule change is consistent with Section
                                                                                                               3 See Securities Exchange Act Release No. 80271
                                                                                                                                                                  6(b)(5) of the Act,12 which requires,
                                                                                                            (March 17, 2017), 82 FR 14934 (March 23, 2017)        among other things, that the rules of a
                                                                                                            (‘‘Notice’’).
                                                                                                               4 In Amendment No. 1, the Exchange provided
                                                                                                                                                                  national securities exchange be
                                                                                                            supplemental background detail on its proposal,       designed to prevent fraudulent and
                                                                                                            including a summary of why it initially put the
                                                                                                            program on a pilot, a description of the systems        5 See Rule 6.80. See also Notice, supra note 3, at
                                                                                                            enhancements it made to be able to process cabinet    14935 (discussing Rule 6.80).
                                                                                                            trades in the regular course, an example of how a       6 See Securities Exchange Act Release No. 63476
                                                                                                            cabinet trade is done on the trading floor, and a     (December 8, 2010), 75 FR 77930 (December 14,
                                                                                                            representation that, to its knowledge, neither the    2010) (SR–NYSEArca–2010–109).
                                                                                                            Options Clearing Corporation (‘‘OCC’’) nor the          7 See Commentary .01 to Rule 6.80. See also
                                                                                                            Exchange’s members have reported any operational      Securities Exchange Act Release No. 79565
                                                                                                            issues in connection with cabinet trades. To          (December 15, 2016), 81 FR 93723 (December 21,
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                            promote transparency of its proposed amendment,       2016) (SR–NYSEArca–2016–163).
                                                                                                            when NYSE Arca filed Amendment No. 1 with the           8 See Commentary .01 to Rule 6.80. See also
                                                                                                            Commission, it also submitted Amendment No. 1 as
                                                                                                                                                                  Notice, supra note 3, at 14935 (discussing the pilot).
                                                                                                            a comment letter to the file, which the Commission      9 Notice, supra note 3, at 14935.
                                                                                                            posted on its Web site and placed in the public
                                                                                                                                                                    10 15 U.S.C. 78f.
                                                      4 See Securities Exchange Act Release No. 80279       comment file for SR–NYSEArca-2017–24 (available
                                                                                                                                                                    11 In approving this proposed rule change, the
                                                    (March 20, 2017), 82 FR 15085 (‘‘Notice’’).             at https://www.sec.gov/comments/sr-nysearca-2017-
                                                                                                            24/nysearca201724.htm). The Exchange also posted      Commission has considered the proposed rule’s
                                                      5 15 U.S.C. 78s(b)(2).
                                                                                                            a copy of its Amendment No. 1 on its Web site         impact on efficiency, competition, and capital
                                                      6 15 U.S.C. 78s(b)(2).
                                                                                                            (https://www.nyse.com/regulation/rule-filings)        formation. See 15 U.S.C. 78c(f).
                                                      7 17 CFR 200.30–3(a)(12).                             when it filed it with the Commission.                   12 15 U.S.C. 78f(b)(5).




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                                                                                   Federal Register / Vol. 82, No. 90 / Thursday, May 11, 2017 / Notices                                                   22037

                                                    manipulative acts and practices, to                     at the Exchange level or with and among               inspection and copying at the principal
                                                    promote just and equitable principles of                its members or in processing the trades               office of the Exchange. All comments
                                                    trade, to foster cooperation and                        through OCC. Accordingly, the                         received will be posted without change;
                                                    coordination with persons engaged in                    Exchange’s rule appears reasonably                    the Commission does not edit personal
                                                    regulating, clearing, settling, processing              designed to remove impediments,                       identifying information from
                                                    information with respect to, and                        prevent fraudulent and manipulative                   submissions. You should submit only
                                                    facilitating transactions in securities, to             acts and practices, and foster                        information that you wish to make
                                                    remove impediments to and perfect the                   cooperation and coordination with                     available publicly. All submissions
                                                    mechanism of a free and open market                     persons engaged in facilitating                       should refer to File Number SR–
                                                    and a national market system, and, in                   transactions in securities. Further,                  NYSEArca-2017–24, and should be
                                                    general, to protect investors and the                   permanent approval will continue to
                                                                                                                                                                  submitted on or before June 1, 2017.
                                                    public interest.                                        provide investors with choice when
                                                       In the Notice, as amended, the                       considering a cabinet trade, including                V. Accelerated Approval of Proposed
                                                    Exchange explains that it initially put                 the ability to price such trades below $1             Rule Change, as Modified by
                                                    the sub-dollar cabinet trade rule on a                  per contract.                                         Amendment No. 1
                                                    pilot so that it could ‘‘evaluate the                   IV. Solicitation of Comments on
                                                    efficacy of the change and to address                                                                            The Commission finds good cause to
                                                                                                            Amendment No. 1 to the Proposed Rule
                                                    any operational issues that might arise                                                                       approve the proposed rule change, as
                                                                                                            Change
                                                    in processing [c]abinet trades.’’ 13                                                                          modified by Amendment No. 1, prior to
                                                    During the course of the pilot, the                       Interested persons are invited to                   the thirtieth day after the date of
                                                    Exchange made enhancements to its                       submit written data, views, and                       publication of notice of the amended
                                                    system to accommodate cabinet trades                    arguments concerning the foregoing,                   proposal in the Federal Register. In
                                                    at a price as small as $0.00000001.14                   including whether Amendment No. 1 to                  Amendment No. 1, NYSE Arca provided
                                                    With that systems change, and based on                  the proposed rule change is consistent
                                                                                                                                                                  supplemental background detail on why
                                                    its experience with these types of trades,              with the Act. Comments may be
                                                                                                                                                                  the sub-dollar cabinet trade provision
                                                    the Exchange notes that its systems now                 submitted by any of the following
                                                                                                            methods:                                              was put on a pilot initially, described
                                                    ‘‘allow it to process [c]abinet trades in                                                                     the systems changes that the Exchange
                                                    a manner similar to how all other trades                Electronic Comments                                   made to be able to process cabinet
                                                    are processed by the Exchange.’’ 15                       • Use the Commission’s Internet                     trades, and represented its
                                                       In support of making the pilot                       comment form (http://www.sec.gov/                     understanding that neither OCC nor the
                                                    program permanent, the Exchange                         rules/sro.shtml); or                                  Exchange’s members have reported any
                                                    represents that ‘‘there are no operational                • Send an email to rule-comments@                   operational issues in connection with
                                                    issues in processing and clearing                       sec.gov. Please include File Number SR–               cabinet trades.19 The additional
                                                    [c]abinet trades in penny and sub-penny                 NYSEArca-2017–24 on the subject line.                 information contained in Amendment
                                                    increments.’’ 16 The Exchange also
                                                                                                            Paper Comments                                        No. 1 provides further support for the
                                                    represents that ‘‘OTP Holders and OTP
                                                                                                                                                                  Exchange’s proposal, is consistent with
                                                    Firms have not raised any concerns with                    • Send paper comments in triplicate
                                                    the current method of processing of                                                                           the proposal as initially filed, and does
                                                                                                            to Secretary, Securities and Exchange
                                                    [c]abinet trades.’’ 17 Finally, the                                                                           not introduce any new provisions or
                                                                                                            Commission, 100 F Street NE.,
                                                    Exchange represents that it is ‘‘not                    Washington, DC 20549–1090.                            novel arguments in support of the
                                                    aware of the Options Clearing                                                                                 proposal. Further, the Commission
                                                                                                            All submissions should refer to File
                                                    Corporation (‘‘OCC’’) having operational                                                                      notes that it did not receive any
                                                                                                            Number SR–NYSEArca–2017–24. This
                                                    issues with processing [c]abinet trades                 file number should be included on the                 comment letters on the Exchange’s
                                                    submitted by the Exchange.’’ 18                         subject line if email is used. To help the            proposal. Accordingly, the Commission
                                                       Based on the representations of the                  Commission process and review your                    finds good cause, pursuant to Section
                                                    Exchange, the Commission believes that                  comments more efficiently, please use                 19(b)(2) of the Act,20 to approve the
                                                    permanent approval of the sub-dollar                    only one method. The Commission will                  proposed rule change, as modified by
                                                    cabinet trade pilot is consistent with the              post all comments on the Commission’s                 Amendment No. 1, on an accelerated
                                                    Act. In particular, the Commission notes                Internet Web site (http://www.sec.gov/                basis.
                                                    that the Exchange has made the                          rules/sro.shtml). Copies of the
                                                    necessary systems changes to                                                                                  VI. Conclusion
                                                                                                            submission, all subsequent
                                                    accommodate sub-dollar cabinet trades                   amendments, all written statements                      It is therefore ordered, pursuant to
                                                    into its regular trading infrastructure,                with respect to the proposed rule                     Section 19(b)(2) of the Act,21 that the
                                                    and thus is able to process such trades                 change that are filed with the                        proposed rule change (SR–NYSEArca–
                                                    in the normal course. Further, the                      Commission, and all written                           2017–24), as modified by Amendment
                                                    Exchange has not observed any issues or                 communications relating to the                        No. 1, be, and hereby is, approved on an
                                                    concerns with sub-dollar cabinet trades                 proposed rule change between the                      accelerated basis.
                                                                                                            Commission and any person, other than
                                                      13 Amendment      No. 1, supra note 4.
                                                      14 See
                                                                                                            those that may be withheld from the
                                                               id.
                                                                                                            public in accordance with the
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                       15 Id. See also Notice, supra note 3, at 14935

                                                    (noting that ‘‘in 2016, there were a total of 558       provisions of 5 U.S.C. 552, will be                     19 See Amendment No. 1, supra note 4. See also
                                                    cabinet trades’’ on the Exchange. ‘‘Of these, 50        available for Web site viewing and                    supra note 4 (noting that the Exchange submitted
                                                    trades comprising 47,106 contracts were executed at     printing in the Commission’s Public                   Amendment No. 1 as a comment letter to the file,
                                                    a price of $0.01, while the remaining 508 trades        Reference Room, 100 F Street NE.,
                                                    comprising 208,078 contracts were executed for a                                                              which the Commission posted on its Web site and
                                                    premium of less than $0.01’’).                          Washington, DC 20549, on official                     placed in the public comment file).
                                                       16 Notice, supra note 3, at 14935.                   business days between the hours of                      20 15 U.S.C. 78s(b)(2).

                                                       17 Amendment No. 1, supra note 4.                    10:00 a.m. and 3:00 p.m. Copies of the                  21 15 U.S.C. 78s(b)(2).

                                                       18 Id.                                               filing also will be available for                       22 17 CFR 200.30–3(a)(12).




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                                                    22038                          Federal Register / Vol. 82, No. 90 / Thursday, May 11, 2017 / Notices

                                                      For the Commission, by the Division of                comments on the proposed rule change.                  G.distributors, LLC, will be the
                                                    Trading and Markets, pursuant to delegated              This order grants approval of the                      principal underwriter and distributor of
                                                    authority.22                                            proposed rule change, as modified by                   the Funds’ Shares. The Bank of New
                                                    Eduardo A. Aleman,                                      Amendment Nos. 2, 3, and 4.                            York Mellon will act as custodian and
                                                    Assistant Secretary.                                                                                           transfer agent. BNY Mellon Investment
                                                                                                            II. Exchange’s Description of the
                                                    [FR Doc. 2017–09531 Filed 5–10–17; 8:45 am]                                                                    Servicing (US) Inc. will act as the sub-
                                                                                                            Proposed Rule Change
                                                    BILLING CODE 8011–01–P
                                                                                                                                                                   administrator to the Funds. Interactive
                                                                                                               The Exchange proposes to list and                   Data Pricing and Reference Data, Inc.
                                                                                                            trade the Shares of the Funds under                    will calculate the Intraday Indicative
                                                    SECURITIES AND EXCHANGE                                 Nasdaq Rule 5745, which governs the                    Value (as described below) for the
                                                    COMMISSION                                              listing and trading of Exchange-Traded                 Funds.
                                                                                                            Managed Fund Shares, as defined in                        The Exchange has made the following
                                                    [Release No. 34–80614; File No. SR–                     Nasdaq Rule 5745(c)(1). Each Fund is a                 representations and statements in
                                                    NASDAQ–2017–029]                                        series of the Gabelli NextSharesTM Trust               describing the Funds.7 According to the
                                                                                                            (‘‘Trust’’).5 The Exchange represents                  Exchange, each Fund will be actively
                                                    Self-Regulatory Organizations; The                      that the Trust is registered with the
                                                    NASDAQ Stock Market LLC; Order                                                                                 managed and will pursue the various
                                                                                                            Commission as an open-end investment                   principal investment strategies
                                                    Granting Approval of Proposed Rule                      company and that it has filed a
                                                    Change, as Modified by Amendment                                                                               described below.8
                                                                                                            registration statement on Form N–1A
                                                    Nos. 2, 3, and 4, to List and Trade                     (‘‘Registration Statement’’) with the                  A. Principal Investment Strategies
                                                    Shares of the Gabelli Small Cap                         Commission with respect to the Funds.6                 1. The Gabelli Small Cap Growth Fund
                                                    Growth Fund and the Gabelli RBI Fund                       Gabelli Funds, LLC (‘‘Adviser’’) will
                                                    Under Nasdaq Rule 5745                                  be the Adviser to the Funds.                              The Gabelli Small Cap Growth Fund
                                                                                                                                                                   seeks to provide a high level of capital
                                                    May 5, 2017.                                                                                                   appreciation. Under normal market
                                                                                                            regarding the investments of each Fund; (d)
                                                    I. Introduction                                         modifies the continued listing representations to      conditions, the Gabelli Small Cap
                                                                                                            conform to Nasdaq rules; and (e) makes other           Growth Fund invests at least 80% of its
                                                       On March 17, 2017, The NASDAQ                        technical, non-substantive corrections in the          net assets, plus borrowings for
                                                    Stock Market LLC (‘‘Nasdaq’’ or                         proposed rule change. Amendment No. 2 is
                                                                                                            available at: https://www.sec.gov/comments/sr-         investment purposes, in equity
                                                    ‘‘Exchange’’) filed with the Securities                 nasdaq-2017–029/nasdaq2017029–1701356–                 securities of companies that are
                                                    and Exchange Commission                                 149968.pdf. Amendment Nos. 3 to the proposed           considered to be small companies at the
                                                    (‘‘Commission’’), pursuant to Section                   rule change is a partial amendment in which the        time the Gabelli Small Cap Growth
                                                    19(b)(1) of the Securities Exchange Act                 Exchange clarifies that, under normal market
                                                                                                            conditions, the Gabelli RBI Fund invests primarily     Fund makes its investment. The Gabelli
                                                    of 1934 (‘‘Act’’) 1 and Rule 19b–4                      in equity securities, such as common stock, of         Small Cap Growth Fund invests
                                                    thereunder,2 a proposed rule change to                  domestic and foreign services and equipment            primarily in the common stocks of
                                                    list and trade common shares (‘‘Shares’’)               companies focused on physical asset development,
                                                                                                                                                                   companies, which the Adviser believes
                                                    of the Gabelli Small Cap Growth                         including roads, bridges, and infrastructure (RBI).
                                                                                                            Amendment No. 3 is available at: https://              are likely to have rapid growth in
                                                    NextSharesTM (‘‘Gabelli Small Cap                       www.sec.gov/comments/sr-nasdaq-2017–029/               revenues and above average rates of
                                                    Growth Fund’’) and the Gabelli RBI                      nasdaq2017029–1717445–150417.pdf. Amendment            earnings growth. The Adviser currently
                                                    NextSharesTM (‘‘Gabelli RBI Fund’’)                     No. 4 to the proposed rule change is a partial
                                                                                                                                                                   characterizes small companies for the
                                                    (each, a ‘‘Fund,’’ and collectively, the                amendment in which the Exchange clarifies that the
                                                                                                            Reporting Authority (as defined in Nasdaq Rule         Gabelli Small Cap Growth Fund as those
                                                    ‘‘Funds’’) under Nasdaq Rule 5745. The                  5745) will implement and maintain, or ensure that      with total common stock market values
                                                    proposed rule change was published for                  the Composition File (as defined in Nasdaq Rule        of $3 billion or less at the time of
                                                    comment in the Federal Register on                      5745) will be subject to, procedures designed to
                                                                                                                                                                   investment.
                                                                                                            prevent the use and dissemination of material non-
                                                    March 31, 2017.3 On April 13, 2017, the                 public information regarding the Fund’s portfolio
                                                    Exchange filed Amendment No. 2 to the                   positions and changes in the positions. Amendment
                                                                                                                                                                   2. The Gabelli RBI Fund
                                                    proposed rule change; on April 24,                      No. 4 is available at: https://www.sec.gov/               The Gabelli RBI Fund seeks to
                                                    2017, the Exchange filed Amendment                      comments/sr-nasdaq-2017–029/nasdaq2017029–             provide above average capital-
                                                                                                            1734987–150973.pdf. Because Amendment Nos. 2,
                                                    No. 3 to the proposed rule change; and                  3, and 4 to the proposed rule change do not            appreciation. Under normal market
                                                    on May 3, 2017, the Exchange filed                      materially alter the substance of the proposed rule    conditions, the Gabelli RBI Fund
                                                    Amendment No. 4 to the proposed rule                    change or raise unique or novel regulatory issues,     primarily invests in equity securities,
                                                    change.4 The Commission received no                     Amendment Nos. 2, 3, and 4 are not subject to
                                                                                                            notice and comment.
                                                                                                                                                                   such as common stock, of domestic and
                                                                                                               5 According to the Exchange, the Commission has     foreign services and equipment
                                                      1 15 U.S.C. 78s(b)(1).                                issued an order granting the Trust and certain         companies focused on physical asset
                                                      2 17 CFR 240.19b–4.
                                                      3 See Securities Exchange Act Release No. 80315
                                                                                                            affiliates of the Trust exemptive relief under the     development, including roads, bridges,
                                                                                                            Investment Company Act of 1940 (‘‘1940 Act’’). See     and infrastructure (RBI). The Adviser
                                                    (March 27, 2017), 82 FR 16075 (‘‘Notice’’).             Investment Company Act Release No. 31608 (May
                                                      4 On April 11, 2017, the Exchange filed               19, 2015) (File No. 812–14438). The Exchange
                                                                                                                                                                     7 The Commission notes that additional
                                                    Amendment No. 1 to the proposed rule change and,        represents that, in compliance with Nasdaq Rule
                                                    on April 13, 2017, the Exchange withdrew                5745(b)(5), which applies to Shares based on an        information regarding the Trust, the Funds, and the
                                                    Amendment No. 1. Amendment No. 2 to the                 international or global portfolio, the Trust’s         Shares, including investment strategies, risks,
                                                    proposed rule change replaces and supersedes the        application for exemptive relief under the 1940 Act    creation and redemption procedures, calculation of
                                                                                                            states that the Trust will comply with the federal     net asset value (‘‘NAV’’), fees, distributions, and
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    original filing in its entirety. In Amendment No. 2,
                                                    the Exchange: (a) Represents that the Adviser will      securities laws in accepting securities for deposits   taxes, among other things, can be found in the
                                                    maintain a fire wall with respect to its affiliated     and satisfying redemptions with securities,            Notice, Amendment Nos. 2, 3, and 4, and
                                                    broker-dealer regarding access to information           including that the securities accepted for deposits    Registration Statement, as applicable. See supra
                                                    concerning the composition of, and/or changes to,       and the securities used to satisfy redemption          notes 3, 4, and 6, respectively, and accompanying
                                                    each Fund’s portfolio; (b) represents that personnel    requests are sold in transactions that would be        text.
                                                    who make decisions on each Fund’s portfolio             exempt from registration under the Securities Act        8 According to the Exchange, additional

                                                    composition must be subject to procedures               of 1933, as amended.                                   information regarding the Funds will be available
                                                    designed to prevent the use and dissemination of           6 See Registration Statement on Form N–1A for       on one of two free public Web sites
                                                    material, non-public information regarding each         the Trust dated March 14, 2017 (File Nos. 333–         (www.gabelli.com or www.nextshares.com), as well
                                                    Fund’s portfolio; (c) provides additional detail        211881 and 811–23160).                                 as in the Registration Statement for the Funds.



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Document Created: 2017-05-11 00:15:25
Document Modified: 2017-05-11 00:15:25
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 22036 

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