82 FR 31790 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Listing Standards for Special Purpose Acquisition Companies To Change Its Requirements With Respect to the Approval of a Business Combination
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 130 (July 10, 2017)
Federal Register Volume 82, Issue 130 (July 10, 2017)
| Page Range | 31790-31792 | |
| FR Document | 2017-14341 |
[Federal Register Volume 82, Number 130 (Monday, July 10, 2017)] [Notices] [Pages 31790-31792] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-14341] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-81073; File No. SR-NYSE-2017-20] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Listing Standards for Special Purpose Acquisition Companies To Change Its Requirements With Respect to the Approval of a Business Combination July 3, 2017 I. Introduction On May 1, 2017, the New York Stock Exchange LLC (``NYSE'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to amend listing standards for Special Purpose Acquisition Companies (``SPACs'') \3\ to amend the Exchange's listing standards with respect to its shareholder vote requirement for approval of a Business Combination. The proposed rule change was published for comment in the Federal Register on May 19, 2017.\4\ On May 23, 2017, NYSE filed Amendment No. 1 with the Commission to amend and restate its proposal to, among other things, require a majority of a SPAC's independent directors to approve a Business Combination, until a SPAC has satisfied the Business Combination condition.\5\ The Commission received no comments on the proposal. The Commission is publishing this notice on Amendment No. 1 and approving the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ The Commission notes that throughout this order we have used the term ``SPAC'' or ``SPACs'', but these terms have the same meaning as ``Acquisition Company'' or ``Acquisition Companies'' which are the terms used for listing, and continued listing, in Section 102.06 of the NYSE Listed Company Manual (``Manual''). \4\ See Securities Exchange Act Release No. 80677 (May 15, 2017), 82 FR 23123 (May 19, 2017) (``Notice''). \5\ In Amendment No. 1, the Exchange also proposed to add two new defined terms, ``Business Combination'' and ``Business Combination Condition'', using the existing language in Section 102.06 of the Manual, concerning listing standards for SPACs, as the definition for these defined terms. Therefore, these changes merely provided clarification and do not substantively change the SPAC standards or the Business Combination requirements for SPACs. See also, note 6, infra. --------------------------------------------------------------------------- II. Description of the Proposal, as Modified by Amendment No. 1 A. General Background on SPACs A SPAC is a special purpose company that raises capital in an initial public offering (``IPO'') to enter into future undetermined business combinations (a ``Business Combination'') through mergers, capital stock exchanges, assets acquisitions, stock purchases, reorganizations or similar business combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets of the SPAC held in trust (``Business Combination Condition''). Section 102.06 of the Manual sets forth the listing standards that apply to SPACs. In addition to requiring SPACs to meet certain quantitative standards, Section 102.06 of the Manual provides additional investor protection safeguards for shareholders investing in SPACs.\6\ --------------------------------------------------------------------------- \6\ See also, NYSE SPAC Continued Listing Standards, Section 802.01B. --------------------------------------------------------------------------- B. Proposed Change to Shareholder Vote Requirements Section 102.06 of the Manual sets forth, among other things, the approval process of SPAC Business Combinations. If the SPAC holds a shareholder vote on a Business Combination for which the SPAC must file and furnish a proxy or information statement subject to Regulation 14A or 14C under the Act in advance of the shareholding meeting, the Business Combination must be approved by a majority of the votes cast by public shareholders at the shareholder meeting at which the Business Combination is being considered.\7\ Until the Business Combination Condition is met each Business Combination of a SPAC, utilizing the voting option,\8\ must be approved by a majority of the public shareholders. The Exchange proposes to amend the approval requirement from a majority of the votes cast by public shareholders to a majority of the votes cast at the shareholder meeting at which the Business Combination is being considered. --------------------------------------------------------------------------- \7\ See Section 102.06(a) of the Manual. Shares held by directors, officers, or their immediate families and other concentrated holdings of 10 percent or more are excluded in calculating the number of publicly-held shares. See note (B) of Section 102.01 of the Manual. \8\ See note 15, infra. --------------------------------------------------------------------------- C. Proposed Change To Require Independent Director Approval The Exchange, in Amendment No. 1, also proposed to add a new requirement that each Business Combination to be approved by a majority of the SPAC's independent directors, until the SPAC satisfies the Business Combination Condition. The Exchange also made some clarifying changes to its proposal.\9\ --------------------------------------------------------------------------- \9\ See note 5, supra. --------------------------------------------------------------------------- The Exchange represented that its amended proposal would harmonize its SPAC listing standards with those of the NASDAQ Stock Market and NYSE MKT. NYSE stated that both the NASDAQ Stock Market and NYSE MKT have comparable voting and independent director requirements for SPACs as those being proposed by the Exchange in the amended filing.\10\ --------------------------------------------------------------------------- \10\ See NASDAQ IM 5101-2 and Section 119 of the NYSE MKT Company Guide. --------------------------------------------------------------------------- III. Solicitation of Comments on Amendment No. 1 Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether Amendment No. 1 is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSE-2017-20 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. [[Page 31791]] All submissions should refer to File Number SR-NYSE-2017-20. 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 will also 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 publicly available. All submissions should refer to File Number SR-NYSE-2017-20 and should be submitted on or before July 31, 2017. IV. Discussion and Commission's Findings The Commission has carefully reviewed the proposed rule change, as modified by Amendment No. 1, and finds that it is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act and the rules and regulations thereunder.\11\ Specifically, the Commission finds that the proposal is consistent with the requirements of Sections 6(b)(5) of the Act,\12\ in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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; and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78f. In approving this proposed rule change, the Commission has considered the proposed rule change's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \12\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The proposal seeks to modify the requirements in the Manual with respect to how a SPAC may seek approval of a Business Combination in two ways. First, the Exchange is proposing to require a majority of all votes cast at a shareholder meeting to approve a Business Combination instead of a majority of votes cast by public shareholders. Second, the Exchange is proposing to require the approval of a majority of a SPAC's independent directors until the Business Combination Condition is satisfied. The Commission notes that the proposed changes are substantially similar to previously approved requirements of the NASDAQ Stock Market and NYSE MKT.\13\ These requirements have previously been subject to full public notice and comment period and have been found to be consistent with the Act. The Commission also notes, under the Exchange rules, that the public shareholders of an Exchange listed SPAC will continue to have a conversion right which allows them to convert their shares for a pro rata share of the cash held in the trust account if they vote against a Business Combination, provided that the Business Combination is approved and consummated.\14\ The Commission believes that this provision should help to provide protections to those shareholders who have voted against the Business Combination. Moreover, requiring a majority of the independent directors to approve a Business Combination should provide further protection for public shareholders by including an additional level of review. --------------------------------------------------------------------------- \13\ See Securities Exchange Act Release No. 58228 (July 25, 2008), 73 FR 44794 (July 31, 2008) (SR-Nasdaq-2008-013) and Securities Exchange Act Release No. 63366 (November 23, 2010), 75 FR 74119 (November 30, 2010) (SR-NYSEAmex-2010-103). SR-NYSEAmex-2010- 103 filing was noticed and immediately effective upon filing. This was a copycat filing of the previously approved SR-Nasdaq-2008-013 and was filed under Section 19(b)(3)(A)(iii) of the Act and Rule 19b-4(f)(6). See 17 CFR 240.19b-4(f)(6). \14\ See Section 102.06(b) of the Manual. --------------------------------------------------------------------------- In approving the same provisions for the Nasdaq Stock Market that NYSE is proposing, the Commission stated that the conversion rights will help to ensure that public shareholders who disagree with management's decisions with respect to a Business Combination have adequate remedies. In addition, the Commission noted that requiring the majority of the independent directors to approve a Business Combination should help to ensure that a Business Combination is entered into by the SPAC after a fair and impartial decision. The Commission continues to believe that these two provisions together, in addition to the other requirements in the Exchange's SPAC listing and continued listing standards both prior to, at the time of and after a Business Combination, should continue to adequately protect public investors of SPACs upon approval of the Exchange's proposal.\15\ --------------------------------------------------------------------------- \15\ The Commission notes that amending the vote requirement for approval of a Business Combination to all shareholders rather than public shareholders may also help prevent greenmail situations that have arisen over recent years with SPACs. NYSE recently adopted a tender offer option for a SPAC to complete a Business Combination, rather than a shareholder vote, to address greenmail concerns. Greenmail is a situation where a particular, or group of, hedge funds and other activist investors employ a strategy of acquiring an interest in a SPAC. These SPAC investors then use their voting rights as a threat to block a proposed Business Combination unless additional consideration is provided to them which is not provided to other shareholders. See Securities Exchange Act Release No. 80199 (March 10, 2017), 82 FR 13905, 13907 (March 15, 2017) (The Commission approving a SPAC related filing describing the threat of greenmail). --------------------------------------------------------------------------- Based on the foregoing, the Commission finds that the proposed changes to SPAC listing standards are consistent with the requirements of the Act. V. Accelerated Approval of the Proposal, as Modified by Amendment No. 1 The Commission finds good cause, pursuant to Section 19(b)(2) of the Act,\16\ for approving the proposed rule change, as modified by Amendment No. 1 thereto, prior to the 30th day after publication of Amendment No. 1 in the Federal Register. Amendment No. 1 requires a majority of a SPAC's independent directors to approve a Business Combination, until a SPAC has satisfied the Business Combination Condition and contains additional clarifying amendments.\17\ The Commission notes that the remainder of the proposed rule change is not being amended and was subject to a full notice-and-comment period. The Commission further notes that Amendment No. 1 would bring the proposal to align with the requirements of other national securities exchanges, whose proposals were subject to notice and comment, and does not raise any novel regulatory concerns. Accordingly, the Commission finds that good cause exists to approve the proposal, as modified by Amendment No. 1, on an accelerated basis. --------------------------------------------------------------------------- \16\ 15 U.S.C. 78s(b)(2). \17\ See note 5, supra. --------------------------------------------------------------------------- [[Page 31792]] VI. Conclusion It is therefore ordered that pursuant to Section 19(b)(2) of the Act \18\ that the proposed rule change, as modified by Amendment No. 1, (SR-NYSE-2017-20) be, and hereby is, approved. --------------------------------------------------------------------------- \18\ 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\19\ --------------------------------------------------------------------------- \19\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-14341 Filed 7-7-17; 8:45 am] BILLING CODE 8011-01-P
![31790 Federal Register / Vol. 82, No. 130 / Monday, July 10, 2017 / Notices
deadline(s) for each request appear in Register on May 19, 2017.4 On May 23, shareholders at the shareholder meeting
section II. 2017, NYSE filed Amendment No. 1 at which the Business Combination is
with the Commission to amend and being considered.7 Until the Business
II. Docketed Proceeding(s)
restate its proposal to, among other Combination Condition is met each
1. Docket No(s).: MC2017–154 and things, require a majority of a SPAC’s Business Combination of a SPAC,
CP2017–218; Filing Title: Request of the independent directors to approve a utilizing the voting option,8 must be
United States Postal Service to Add Business Combination, until a SPAC has approved by a majority of the public
Priority Mail & First-Class Package satisfied the Business Combination shareholders. The Exchange proposes to
Service Contract 47 to Competitive condition.5 The Commission received amend the approval requirement from a
Product List and Notice of Filing (Under no comments on the proposal. The majority of the votes cast by public
Seal) of Unredacted Governors’ Commission is publishing this notice on shareholders to a majority of the votes
Decision, Contract, and Supporting Amendment No. 1 and approving the cast at the shareholder meeting at which
Data; Filing Acceptance Date: July 3, proposed rule change, as modified by the Business Combination is being
2017; Filing Authority: 39 U.S.C. 3642 Amendment No. 1, on an accelerated considered.
and 39 CFR 3020.30 et seq.; Public basis.
Representative: Christopher C. Mohr; C. Proposed Change To Require
II. Description of the Proposal, as Independent Director Approval
Comments Due: July 12, 2017. Modified by Amendment No. 1
This notice will be published in the The Exchange, in Amendment No. 1,
Federal Register. A. General Background on SPACs also proposed to add a new requirement
A SPAC is a special purpose company that each Business Combination to be
Ruth Ann Abrams,
that raises capital in an initial public approved by a majority of the SPAC’s
Acting Secretary. independent directors, until the SPAC
offering (‘‘IPO’’) to enter into future
[FR Doc. 2017–14379 Filed 7–7–17; 8:45 am] satisfies the Business Combination
undetermined business combinations (a
BILLING CODE 7710–FW–P
‘‘Business Combination’’) through Condition. The Exchange also made
mergers, capital stock exchanges, assets some clarifying changes to its proposal.9
acquisitions, stock purchases, The Exchange represented that its
SECURITIES AND EXCHANGE reorganizations or similar business amended proposal would harmonize its
COMMISSION combinations with one or more SPAC listing standards with those of the
operating businesses or assets with a fair NASDAQ Stock Market and NYSE MKT.
[Release No. 34–81073; File No. SR–NYSE–
market value equal to at least 80% of the NYSE stated that both the NASDAQ
2017–20]
net assets of the SPAC held in trust Stock Market and NYSE MKT have
Self-Regulatory Organizations; New (‘‘Business Combination Condition’’). comparable voting and independent
York Stock Exchange LLC; Notice of Section 102.06 of the Manual sets forth director requirements for SPACs as
Filing of Amendment No. 1 and Order the listing standards that apply to those being proposed by the Exchange
Granting Accelerated Approval of a SPACs. In addition to requiring SPACs in the amended filing.10
Proposed Rule Change, as Modified by to meet certain quantitative standards, III. Solicitation of Comments on
Amendment No. 1, To Amend Listing Section 102.06 of the Manual provides Amendment No. 1
Standards for Special Purpose additional investor protection
Acquisition Companies To Change Its safeguards for shareholders investing in Interested persons are invited to
Requirements With Respect to the SPACs.6 submit written data, views, and
Approval of a Business Combination arguments concerning the foregoing,
B. Proposed Change to Shareholder Vote including whether Amendment No. 1 is
July 3, 2017 Requirements consistent with the Act. Comments may
I. Introduction Section 102.06 of the Manual sets be submitted by any of the following
forth, among other things, the approval methods:
On May 1, 2017, the New York Stock process of SPAC Business
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) Electronic Comments
Combinations. If the SPAC holds a
filed with the Securities and Exchange shareholder vote on a Business • Use the Commission’s Internet
Commission (‘‘Commission’’), pursuant Combination for which the SPAC must comment form (http://www.sec.gov/
to Section 19(b)(1) of the Securities file and furnish a proxy or information rules/sro.shtml); or
Exchange Act of 1934 (‘‘Act’’) 1 and Rule statement subject to Regulation 14A or • Send an email to rule-comments@
19b–4 thereunder,2 a proposed rule 14C under the Act in advance of the sec.gov. Please include File Number SR–
change to amend listing standards for shareholding meeting, the Business NYSE–2017–20 on the subject line.
Special Purpose Acquisition Companies Combination must be approved by a
(‘‘SPACs’’) 3 to amend the Exchange’s Paper Comments
majority of the votes cast by public
listing standards with respect to its • Send paper comments in triplicate
shareholder vote requirement for 4 See
Securities Exchange Act Release No. 80677 to Brent J. Fields, Secretary, Securities
approval of a Business Combination. (May 15, 2017), 82 FR 23123 (May 19, 2017) and Exchange Commission, 100 F Street
The proposed rule change was (‘‘Notice’’). NE., Washington, DC 20549–1090.
5 In Amendment No. 1, the Exchange also
published for comment in the Federal proposed to add two new defined terms, ‘‘Business
7 See Section 102.06(a) of the Manual. Shares
Combination’’ and ‘‘Business Combination
sradovich on DSK3GMQ082PROD with NOTICES
1 15 U.S.C. 78s(b)(1). Condition’’, using the existing language in Section held by directors, officers, or their immediate
2 17 CFR 240.19b–4. 102.06 of the Manual, concerning listing standards families and other concentrated holdings of 10
3 The Commission notes that throughout this for SPACs, as the definition for these defined terms. percent or more are excluded in calculating the
order we have used the term ‘‘SPAC’’ or ‘‘SPACs’’, Therefore, these changes merely provided number of publicly-held shares. See note (B) of
but these terms have the same meaning as clarification and do not substantively change the Section 102.01 of the Manual.
8 See note 15, infra.
‘‘Acquisition Company’’ or ‘‘Acquisition SPAC standards or the Business Combination
Companies’’ which are the terms used for listing, requirements for SPACs. See also, note 6, infra. 9 See note 5, supra.
and continued listing, in Section 102.06 of the 6 See also, NYSE SPAC Continued Listing 10 See NASDAQ IM 5101–2 and Section 119 of
NYSE Listed Company Manual (‘‘Manual’’). Standards, Section 802.01B. the NYSE MKT Company Guide.
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![31792 Federal Register / Vol. 82, No. 130 / Monday, July 10, 2017 / Notices
VI. Conclusion Section 19(b)(2) of the Act 6 provides SUMMARY: In accordance with the
It is therefore ordered that pursuant to that within 45 days of the publication of provisions of the Privacy Act, as
Section 19(b)(2) of the Act 18 that the notice of the filing of a proposed rule amended, this notice announces a re-
proposed rule change, as modified by change, or within such longer period up establishment of an existing computer
Amendment No. 1, (SR–NYSE–2017–20) to 90 days as the Commission may matching program that we are currently
be, and hereby is, approved. designate if it finds such longer period conducting with CMS.
to be appropriate and publishes its DATES: The deadline to submit
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
reasons for so finding, or as to which the comments on the proposed matching
authority.19 self-regulatory organization consents, program is 30 days from the date of
Eduardo A. Aleman,
the Commission shall either approve the publication of this notice. The matching
proposed rule change, disapprove the program will be effective on July 1, 2017
Assistant Secretary.
proposed rule change, or institute and will expire on December 31, 2018.
[FR Doc. 2017–14341 Filed 7–7–17; 8:45 am]
proceedings to determine whether the ADDRESSES: Interested parties may
BILLING CODE 8011–01–P
proposed rule change should be comment on this notice by either
disapproved. The 45th day after telefaxing to (410) 966–0869, writing to
publication of the notice for this Mary Ann Zimmerman, Acting
SECURITIES AND EXCHANGE
proposed rule change is July 6, 2017. Executive Director, Office of Privacy
COMMISSION
The Commission is extending the 45- and Disclosure, Office of the General
[Release No. 34–81072; File No. SR– day time period for Commission action Counsel, Social Security
BatsBZX–2017–34] on the proposed rule change. Administration, 617 Altmeyer Building,
The Commission finds it appropriate 6401 Security Boulevard, Baltimore, MD
Self-Regulatory Organizations; Bats to designate a longer period within
BZX Exchange, Inc.; Notice of 21235–6401, or email at
which to take action on the proposed Mary.Ann.Zimmerman@ssa.gov. All
Designation of a Longer Period for
rule change so that it has sufficient time comments received will be available for
Commission Action on Proposed Rule
to consider this proposed rule change public inspection at this address.
Change To Introduce Bats Market
and the comments received. FOR FURTHER INFORMATION CONTACT:
Close, a Closing Match Process for
Accordingly, the Commission, pursuant Interested parties may submit general
Non-BZX Listed Securities Under New
to section 19(b)(2) of the Act,7 questions about the matching program
Exchange Rule 11.28
designates August 20, 2017, as the date to Mary Ann Zimmerman, Acting
July 3, 2017. by which the Commission shall either Executive Director, Office of Privacy
On May 5, 2017, Bats BZX Exchange, approve or disapprove, or institute and Disclosure, Office of the General
Inc. (‘‘BZX’’ or ‘‘Exchange’’) filed with proceedings to determine whether to Counsel, by any of the means shown
the Securities and Exchange disapprove, the proposed rule change above.
Commission (‘‘Commission’’), pursuant (File No. SR–BatsBZX–2017–34).
SUPPLEMENTARY INFORMATION: The
to section 19(b)(1) of the Securities For the Commission, by the Division of Computer Matching and Privacy
Exchange Act of 1934 (‘‘Act’’) 1 and Rule Trading and Markets, pursuant to delegated Protection Act of 1988 (Public Law
19b–4 thereunder,2 a proposed rule authority.8
(Pub. L.) 100–503), amended the Privacy
change to adopt Bats Market Close, a Eduardo Aleman, Act (5 U.S.C. 552a) by describing the
closing match process for non-BZX Assistant Secretary. conditions under which computer
Listed Securities.3 The proposed rule [FR Doc. 2017–14340 Filed 7–7–17; 8:45 am] matching involving the Federal
change was published for comment in BILLING CODE 8011–01–P government could be performed and
the Federal Register on May 22, 2017.4
adding certain protections for persons
The Commission has received 14
applying for, and receiving, Federal
comments on the proposal.5
SOCIAL SECURITY ADMINISTRATION benefits. Section 7201 of the Omnibus
18 15 U.S.C. 78s(b)(2).
Budget Reconciliation Act of 1990 (Pub.
19 17 CFR 200.30–3(a)(12). [Docket No. SSA 2016–0048] L. 101–508) further amended the
1 15 U.S.C. 78s(b)(1). Privacy Act regarding protections for
2 17 CFR 240.19b–4. Privacy Act of 1974; Matching Program such persons.
3 A BZX Listed security is a security listed on the The Privacy Act, as amended,
Exchange pursuant to Chapter 14 of the Exchange’s AGENCY: Social Security Administration regulates the use of computer matching
Rules and includes both corporate listed securities (SSA). by Federal agencies when records in a
and Exchange Traded Products (‘‘ETPs’’). ACTION:Notice of a New Matching
4 See Exchange Act Release No. 80683 (May 16, system of records are matched with
2017), 82 FR 23320.
Program. other Federal, State, or local government
5 See Letters to Brent J. Fields, Secretary, records. It requires Federal agencies
Commission, from: (1) Donald K. Ross, Jr.,
Compliance Officer, Americas Executions, LLC,
involved in computer matching
Executive Chairman, PDQ Enterprise, LLC, dated programs to:
June 6, 2017; (2) Edward S. Knight, Executive Vice dated June 16, 2017; (10) Ari M. Rubenstein, Co-
President and General Counsel, Nasdaq, Inc., dated Founder and Chief Executive Officer, GTS (1) Negotiate written agreements with
June 12, 2017; (3) Ray Ross, Chief Technology Securities LLC, dated June 22, 2017; (11) John the other agency or agencies
Officer, Clearpool Group, dated June 12, 2017; (4) Ramsay, Chief Market Policy Officer, Investors participating in the matching programs;
Venu Palaparthi, SVP, Compliance, Regulatory and Exchange LLC, dated June 23, 2017; (12) Jay S.
Sidhu, Chairman, Chief Executive Officer, (2) Obtain approval of the matching
Government Affairs, Virtu Financial, dated June 12,
sradovich on DSK3GMQ082PROD with NOTICES
2017; (5) Theodore R. Lazo, Managing Director and Customers Bancorp, Inc., dated June 27, 2017; (13) agreement by the Data Integrity Boards
Associate General Counsel, SIFMA, dated June 13, Joanne Freiberger, Vice President, Treasurer, of the participating Federal agencies;
2017; (6) Elizabeth K. King, General Counsel and Masonite International Corporation, dated June 27, (3) Publish notice of the computer
2017; and (14) David B. Griffith, Investor Relations
Corporate Secretary, New York Stock Exchange,
Manager, Orion Group Holdings, Inc., dated June
matching program in the Federal
dated June 13, 2017; (7) John M. Bowers, Bowers Register;
Securities, dated June 14, 2017; (8) Jonathan D. 27, 2017.
Corpina, Senior Managing Partner, Meridian Equity
6 15 U.S.C. 78s(b)(2). (4) Furnish detailed reports about
Partners, dated June 16, 2017; (9) Fady Tanios, 7 Id. matching programs to Congress and
Chief Executive Officer, and Brian Fraioli, Chief 8 17 CFR 200.30–3(a)(31). OMB;
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Document Created: 2017-07-08 00:55:37
Document Modified: 2017-07-08 00:55:37
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 31790 |
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