82 FR 36033 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change for Trading UTP Securities on Pillar, the Exchange's New Trading Technology Platform
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 147 (August 2, 2017)
Federal Register Volume 82, Issue 147 (August 2, 2017)
| Page Range | 36033-36037 | |
| FR Document | 2017-16206 |
[Federal Register Volume 82, Number 147 (Wednesday, August 2, 2017)] [Notices] [Pages 36033-36037] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-16206] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-81225; File No. SR-NYSE-2017-35] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change for Trading UTP Securities on Pillar, the Exchange's New Trading Technology Platform July 27, 2017. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that on July 13, 2017, New York Stock Exchange LLC (``NYSE'' or the ``Exchange'') filed with the Securities and Exchange Commission (the ``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes rules for trading UTP Securities on Pillar, the Exchange's new trading technology platform. The proposed rule change is available on the Exchange's Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. [[Page 36034]] A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose On January 29, 2015, the Exchange announced the implementation of Pillar, which is an integrated trading technology platform designed to use a single specification for connecting to the equities and options markets operated by the Exchange and its affiliates, NYSE Arca, Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE MKT'').\4\ NYSE Arca Equities, Inc. (``NYSE Arca Equities),\5\ which operates the cash equities trading platform for NYSE Arca, was the first trading system to migrate to Pillar.\6\ NYSE MKT's equities market will transition to Pillar in the second quarter of 2017 and as part of this transition, will be renamed NYSE American LLC (``NYSE American'').\7\ In this filing, the Exchange proposes to refer to the rules of NYSE MKT as ``NYSE American Rule X.'' \8\ --------------------------------------------------------------------------- \4\ See Trader Update dated January 29, 2015, available here: www.nyse.com/pillar. \5\ NYSE Arca Equities is a wholly-owned corporation of NYSE Arca and operates as a facility of NYSE Arca. \6\ In connection with the NYSE Arca implementation of Pillar, NYSE Arca filed four rule proposals relating to Pillar. See Securities Exchange Act Release Nos. 74951 (May 13, 2015), 80 FR 28721 (May 19, 2015) (Notice) and 75494 (July 20, 2015), 80 FR 44170 (July 24, 2015) (SR-NYSEArca-2015-38) (Approval Order of NYSE Arca Pillar I Filing, adopting rules for Trading Sessions, Order Ranking and Display, and Order Execution); Securities Exchange Act Release Nos. 75497 (July 21, 2015), 80 FR 45022 (July 28, 2015) (Notice) and 76267 (October 26, 2015), 80 FR 66951 (October 30, 2015) (SR- NYSEArca-2015-56) (Approval Order of NYSE Arca Pillar II Filing, adopting rules for Orders and Modifiers and the Retail Liquidity Program); Securities Exchange Act Release Nos. 75467 (July 16, 2015), 80 FR 43515 (July 22, 2015) (Notice) and 76198 (October 20, 2015), 80 FR 65274 (October 26, 2015) (SR-NYSEArca-2015-58) (Approval Order of NYSE Arca Pillar III Filing, adopting rules for Trading Halts, Short Sales, Limit Up-Limit Down, and Odd Lots and Mixed Lots); and Securities Exchange Act Release Nos. 76085 (October 6, 2015), 80 FR 61513 (October 13, 2015) (Notice) and 76869 (January 11, 2016), 81 FR 2276 (January 15, 2016) (Approval Order of NYSE Arca Pillar IV Filing, adopting rules for Auctions). \7\ See Securities Exchange Act Release Nos. 80283 (March 21, 2017), 82 FR 15244 (March 27, 2017) (SR-NYSEMKT-201714) (Notice of filing and immediate effectiveness of proposed rule change to change the name of NYSE MKT to NYSE American) and 80748 (May 23, 2017), 82 FR 24764, 24765 (SR-NYSEMKT-2017-20) (Notice of filing and immediate effectiveness of proposed rule change to change the name of NYSE MKT to NYSE American) (``NYSE American Filings''). In connection with the NYSE American implementation of Pillar, NYSE MKT filed several rule changes. See Securities Exchange Act Release Nos. 79242 (November 4, 2016), 81 FR 79081 (November 10, 2016) (SR-NYSEMKT- 2016-97) (Notice and Filing of Immediate Effectiveness of Proposed Rule Change of framework rules); 81038 (June 28, 2017), 82 FR 31118 (July 5, 2017) (SR-NYSEMKT-2016-103) (Approval Order) (the ``ETP Listing Rules Filing''); 80590 (May 4, 2017), 82 FR 21843 (May 10, 2017) (Approval Order) (NYSE MKT rules governing automated trading); 80577 (May 2, 2017), 82 FR 21446 (May 8, 2017) (SR-NYSEMKT-2017-04) (Approval Order) (NYSE MKT rules governing market makers); 80700 (May 16, 2017), 82 FR 23381 (May 22, 2017) (SR-NYSEMKT-2017-05) (Approval Order) (NYSE MKT rules governing delay mechanism). \8\ In the NYSE American Filings, id., NYSE MKT represented that the name change to NYSE American would become operative upon the effectiveness of an amendment to NYSE MKT's Certificate of Formation, which is expected to be no later than July 31, 2017. Because the NYSE American name would become operative before the operative date of this proposed rule change, the Exchange believes it would promote transparency and reduce confusion to refer to NYSE MKT rules as ``NYSE American'' rules. --------------------------------------------------------------------------- Overview The Exchange previously amended its rules to add the Pillar Platform Rules, as set forth in Rules 1P-13P.\9\ With this proposed rule change, the Exchange proposes additional rules for Rules 1P Definitions and 7P Equities Trading to support trading of UTP Securities.\10\ The proposed rules address general order processing and post-trade functions for the Pillar trading platform and are based on the rules of NYSE Arca Equities and NYSE American without any substantive differences.\11\ --------------------------------------------------------------------------- \9\ See Securities Exchange Act Release Nos. 76803 (December 30, 2015), 81 FR 536 (January 6, 2016) (SR-NYSE-2015-67) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change) (``Framework Filing''). \10\ The term ``UTP Security'' means a security that is listed on a national securities exchange other than the Exchange and that trades on the Exchange pursuant to unlisted trading privileges. See Rule 1.1(ii). The Exchange has authority to extend unlisted trading privileges to any security that is an NMS Stock that is listed on another national securities exchange or with respect to which unlisted trading privileges may otherwise be extended in accordance with Section 12(f) of the Act. See Rule 5.1(a)(1). \11\ The Exchange will file a separate proposed rule change to add additional rules that would govern trading of UTP Securities on the Exchange on the Pillar trading platform. --------------------------------------------------------------------------- Once trading on the Pillar trading platform begins, specified current Exchange rules would not be applicable. For each current rule that would not be applicable for trading UTP Securities on the Pillar trading platform, the Exchange proposes to state in a preamble to such rule that ``this Rule is not applicable to trading UTP Securities on the Pillar trading platform.'' \12\ Current Exchange rules governing trading that do not have this preamble will govern Exchange operations on Pillar. --------------------------------------------------------------------------- \12\ The Exchange proposes to amend the description of Pillar Platform Rules, which precedes Rule 1P, to delete the last sentence, which currently provides that ``[t]he following rules will not be applicable to trading on the Pillar trading platform: Rules 7, 55, 56, and 62.'' As proposed, the inapplicability of these rules on the Pillar platform would be addressed in the preamble that the Exchange proposes to add to each of these rules. --------------------------------------------------------------------------- Subject to rule approvals, the Exchange will announce the implementation of trading of UTP Securities on the Pillar trading system by Trader Update, which the Exchange anticipates will be in the fourth quarter of 2017. Proposed Rule Changes As noted above, the Exchange proposes rules that would be applicable to trading UTP Securities on Pillar that are based on the rules of NYSE Arca Equities and NYSE American. As a global matter, the Exchange proposes non-substantive differences as compared to the NYSE Arca Equities rules to use the terms ``Exchange'' instead of the terms ``NYSE Arca Marketplace,'' ``NYSE Arca,'' or ``Corporation,'' and to use the terms ``mean'' or ``have meaning'' instead of the terms ``shall mean'' or ``shall have the meaning.'' In addition, the Exchange will use the term ``member organization,'' which is defined in Rule 2, instead of ``ETP Holder.'' \13\ --------------------------------------------------------------------------- \13\ Because these non-substantive differences would be applied throughout the proposed rules, the Exchange will not note these differences separately for each proposed rule. --------------------------------------------------------------------------- The Framework Filing established Rule 1P Definitions and Rule 1.1 thereunder with definitions used for trading on the Pillar trading platform. The Exchange proposes the following additional definitions:Rule 1.1(a) would define the term ``Exchange Book'' to refer to the Exchange's electronic file of orders, which contains all orders entered on the Exchange. This proposed rule is based on NYSE American Rule 1.1E(a) without any substantive differences. Rule 1.1(g) would define the term ``Authorized Trader'' or ``AT'' to mean a person who may submit orders to the Exchange on behalf of his or her member organization. This proposed rule is based on NYSE American Rule 1.1E(g) without any substantive differences. Rule 1.1(j) would define the term ``Core Trading Hours'' to mean the hours of 9:30 a.m. Eastern Time through 4:00 p.m. Eastern Time or such other hours as may be determined by the Exchange from time to time. This proposed rule is based on NYSE Arca Equities Rule 1.1(j) and NYSE American Rule 1.1E(j) without any substantive differences. Rule 1.1(k) would define the term ``Exchange'' to mean the New York Stock Exchange LLC. This proposed rule is based on NYSE Arca Equities Rule [[Page 36035]] 1.1(k) and NYSE American Rule 1.1E(k), but uses the Exchange's name. Rule 1.1(p) would define the term ``General Authorized Trader'' or ``GAT'' to mean an AT who performs only non-market making activities on behalf of a member organization. This proposed rule is based on NYSE Arca Equities Rule 1.1(p) and NYSE American Rule 1.1E(p) without any substantive differences. Proposed Rule 1.1(u) would define the term ``Marketable'' to mean, for a Limit Order, an order that can be immediately executed or routed and that Market Orders are always considered Marketable. This proposed rule is based on NYSE Arca Equities Rule 1.1(u) and NYSE American Rule 1.1E(u) without any substantive differences. Proposed Rule 1.1(rr) would define the terms ``security'' and ``securities'' to mean any security as defined in Section 3(a)(10) under the Securities Exchange Act of 1934; provided, however, that for purposes of Rule 7P, such term means any NMS stock. This proposed rule is based on NYSE Arca Equities Rule 1.1(rr) and NYSE American Rule 1.1E(rr) without any substantive differences. In addition, because the term ``security'' would be defined in proposed Rule 1.1(rr), the Exchange proposes that Rules 3 and 4, which define the terms ``Security'' and ``Stock,'' would not be applicable to trading UTP Securities on the Pillar trading platform. Proposed Rule 1.1(ss) would define the terms ``self- regulatory organization'' and ``SRO'' to have the same meaning as set forth in the provisions of the Securities Exchange Act of 1934 relating to national securities exchanges. This proposed rule is based on NYSE Arca Equities Rule 1.1(ss) and NYSE American Rule 1.1E(ss) without any substantive differences. Proposed Rule 1.1(xx) would define the term ``Trading Facilities'' or ``Facilities'' to mean any and all electronic or automatic trading systems provided by the Exchange to member organizations. This proposed rule is based on NYSE Arca Equities Rule 1.1(xx) and NYSE American Rule 1.1E(xx) without any substantive differences. Section 1 of Rule 7P sets forth the General Provisions relating to trading on the Pillar trading platform. The Exchange proposes the following additional rules in this section of Rule 7P: Proposed Rule 7.1 (Hours of Business) would specify that the Exchange would be open for the transaction of business on every business day. The proposed rule also sets forth when the CEO may take specified actions, such as halting or suspending trading in some or all securities on the Exchange. The proposed rule is based on NYSE Arca Equities Rule 7.1, NYSE American Rule 7.1E, Rule 51, and Rule 52. The Exchange proposes that Rules 51 and 52 would not be applicable to trading UTP Securities on the Pillar trading platform. In addition, because the definition of the term ``business day'' in Rule 12 would be redundant of proposed Rule 7.1E, the Exchange proposes that Rule 12 would not be applicable to trading on the Pillar trading platform. Proposed Rule 7.2 (Holidays) would establish the holidays when the Exchange would not be open for business. The proposed rule is based on NYSE Arca Equities Rule 7.2, NYSE American Rule 7.2, and Supplementary Material .10 to Rule 51, including text that provides that when any holiday observed by the Exchange falls on a Sunday, the Exchange would not be open for business on the succeeding Monday, which is in Rule 51. Rule 7.8 (Bid or Offer Deemed Regular Way) would establish that all bids and offers would be considered to be ``regular way.'' This proposed rule is based on NYSE Arca Equities Rule 7.8 and NYSE American Rule 7.8E without any substantive differences. The Exchange proposes that Rule 14 would not be applicable to trading of UTP Securities on the Pillar trading platform. Proposed Rule 7.9 (Execution Price Binding) would establish that, notwithstanding Exchange rules governing clearly erroneous executions, the price at which an order is executed is binding notwithstanding that an erroneous report is rendered. This proposed rule is based on NYSE Arca Equities Rule 7.9 and NYSE American Rule 7.9E without any substantive differences. The Exchange proposes that Rules 71 (Precedence of Highest Bid and Lowest Offer) and 411 (Erroneous Reports) would not be applicable to trading of UTP Securities on the Pillar trading platform. Proposed Rule 7.14 (Clearance and Settlement) would establish the requirements regarding a member organization's arrangements for clearing UTP Securities on Pillar. Because all post- trade functions on the Exchange's Pillar trading platform would follow same procedures for post-trade processing as NYSE Arca Equities and NYSE American follow, the Exchange proposes rules that are based on NYSE Arca Equities and NYSE American rules governing clearing. Accordingly, the proposed rule is based on NYSE Arca Equities Rule 7.14 and NYSE American Rule 7.14E without any substantive differences. The Exchange proposes that its current rules governing clearing, Rules 130 and 132 would not be applicable to trading UTP Securities on the Pillar trading platform.\14\ --------------------------------------------------------------------------- \14\ See also infra proposed Rules 7.33 (Capacity Codes) and 7.41 (Clearance and Settlement). --------------------------------------------------------------------------- Proposed Rule 7.17 (Firm Orders and Quotes) would establish requirements that all orders and quotes must be firm. This proposed rule is based on NYSE Arca Equities Rule 7.17 and NYSE American Rule 7.17E without any substantive differences. Because on the Pillar trading platform, the Exchange would only publish automated quotations consistent with proposed Rule 7.17, the Exchange proposes that Rule 60--Equities (Dissemination of Quotations) would not be applicable to trading UTP Securities on the Pillar trading platform. Section 3 of Rule 7P sets forth Exchange Trading on the Pillar trading platform. The Exchange proposes the following additional rules for this section of Rule 7P: Proposed Rule 7.29 (Access) would provide that the Exchange would be available for entry and cancellation of orders by member organizations with authorized access. To obtain authorized access to the Exchange, each member organization would be required to enter into a User Agreement. Proposed Rule 7.29 is based on NYSE Arca Equities Rule 7.29(a) and NYSE American Rule 7.29E(a), without any substantive differences. The Exchange does not propose to include rule text based on NYSE Arca Equities Rule 7.29(b) because the Exchange would not offer sponsored access. Proposed Rule 7.30 (Authorized Traders) would establish requirements for member organizations relating to ATs. The proposed rule is based on NYSE Arca Equities Rule 7.30 and NYSE American Rule 7.30E, with one non-substantive difference to refer to ``the Rules and procedures of the Exchange'' rather than to refer to ``the trading rules and procedures related to the NYSE Arca Marketplace and all other Rules of the Corporation.''. Proposed Rule 7.32 (Order Entry) would establish requirements for order entry size. The proposed rule is based on NYSE Arca Equities Rule 7.32 and NYSE American Rule 7.32E without any substantive differences. The Exchange proposes that the paragraph of Rule 1000 (Automatic Executions) relating to ``Maximum Order Size for Automatic Executions'' would not be applicable to [[Page 36036]] trading UTP Securities on the Pillar trading platform. Proposed Rule 7.33 (Capacity Codes) would establish requirements for capacity code information that member organizations must include with every order. The proposed rule is based on NYSE Arca Equities Rule 7.33 and NYSE American Rule 7.33E without any substantive differences. The Exchange proposes to use the title ``Capacity Codes'' instead of ``ETP Holder User,'' for proposed Rule 7.33, which the Exchange believes provides more clarity regarding the content of the proposed rule. The Exchange proposes that the capacity code requirements in Supplementary Material .30(9) to Rule 132 would not be applicable to trading UTP Securities on the Pillar trading platform. Proposed Rule 7.40 (Trade Execution and Reporting) would establish the Exchange's obligation to report trades to an appropriate consolidated transaction reporting system. The proposed rule is based on NYSE Arca Equities Rule 7.40 and NYSE American Rule 7.40E without any substantive differences. Because all reporting of transactions would be automated, the Exchange proposes that Rules 128A and 128B would not be applicable to trading UTP Securities on the Pillar trading platform. Proposed Rule 7.41 (Clearance and Settlement) would establish requirements that all trades be processed for clearance and settlement on a locked-in and anonymous basis. The proposed rule is based on NYSE American Rule 7.41E with a non-substantive difference to cross reference Supplementary Material .10 to Rule 132 to define the term ``Qualified Clearing Agency.'' In addition, proposed Rules 7.41(a), (b), (d), and (e) are based on NYSE Arca Equities Rule 7.41(a), (b), (d), and (e) with non-substantive differences not to include references to sponsored access, because the Exchange will not offer sponsored access. Because all trades would be reported by the Exchange on a locked-in basis, the Exchange proposes to specify that the following rules relating to clearance and settlement would not be applicable to trading UTP Securities on the Pillar trading system: [cir] Rule 130 (Overnight Comparison of Exchange Transactions), [cir] Rule 131 (Comparison--Requirements for Reporting Trades and Providing Facilities), [cir] Rule 132 (Comparison and Settlement of Transactions Through a Fully-Interfaced or Qualified Clearing Agency), [cir] Rule 133 (Comparison--Non-cleared Transactions), [cir] Rule 134 (Differences and Omissions--Cleared Transactions QTs), [cir] Rule 135 (Differences and Omissions--Non-cleared Transactions (`DKs')), and [cir] Rule 136 (Comparison--Transactions Excluded from a Clearance). The Exchange further proposes to specify that the following additional rules, which also relate to post-trade functions and have no analog on either NYSE Arca Equities or NYSE American would not be applicable to trading UTP Securities on the Pillar trading platform: Rules 137 (Written Contracts), Rule 137A (Samples of Written Contracts), 138 (Give-Ups), 139 (Recording), 140 (Members Closing Contracts--Conditions), 141 (``Fail to Deliver'' Confirmations), 142 (Effect on Contracts of Errors in Comparison, etc.), 165-168 (Marking to the Market), 175-227 (Settlement of Contracts), 235-251 (Dividends, Interest, Rights, etc.), 255-259 (Due-Bills), 265-275 (Reclamations), 280-295 (Closing Contracts), 296 (Liquidation of Securities Loans and Borrowings), and 297-299C (Miscellaneous Floor Procedure). * * * * * As discussed above, because of the technology changes associated with the migration to the Pillar trading platform, the Exchange will announce by Trader Update when the Pillar rules for trading UTP Securities will become operative. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Securities Exchange Act of 1934 (the ``Act''),\15\ in general, and furthers the objectives of Section 6(b)(5),\16\ in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to, and perfect the mechanism of, a free and open market and a national market system and, in general, to protect investors and the public interest. The Exchange believes that the proposed rules would remove impediments to and perfect the mechanism of a free and open market because they provide for additional rules to support trading of UTP Securities on the Pillar trading platform. --------------------------------------------------------------------------- \15\ 15 U.S.C. 78f(b). \16\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- More specifically, the Exchange believes that the proposed definitions for Rule 1.1 would remove impediments to and perfect the mechanism of a free and open market and a national market system because the proposed definitions are terms that would be used in the additional rules proposed by the Exchange. The proposed rules are definitional and would promote transparency in Exchange rules regarding the use of those terms. The Exchange believes that the additional rules proposed for Rule 7P would remove impediments to and perfect the mechanism of a free and open market and a national market system because they would establish rules governing general order processing and post-trade functions for the Pillar trading platform. The proposed rules are based on the rules of NYSE Arca Equities and NYSE American without any substantive differences. The proposed rule change would therefore remove impediments to and perfect the mechanism of a free and open market and a national market system because they are based on the approved rules of another exchange. The Exchange further believes that it would remove impediments to and perfect the mechanism of a free and open market and a national market system to specify which current rules would not be applicable to trading UTP Securities on the Pillar trading platform. The Exchange believes that the following legend, which would be added to existing rules, ``This rule is not applicable to trading UTP Securities on the Pillar trading platform,'' would promote transparency regarding which rules would govern trading on the Exchange once it transitions to Pillar. The Exchange has proposed to add this legend to rules that would be superseded by proposed rules. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed change is designed to propose rules to support the Exchange's new Pillar trading platform and to introduce trading of UTP Securities on the Exchange on that platform. The Exchange operates in a highly competitive environment in which its unaffiliated exchange competitors operate multiple affiliated exchanges that operate under common rules. By basing its rules on those of NYSE Arca Equities and NYSE American, the Exchange will provide its member [[Page 36037]] organizations with consistency across affiliated exchanges, thereby enabling the Exchange to compete with unaffiliated exchange competitors that similarly operate multiple exchanges on the same trading platforms. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act \17\ and Rule 19b-4(f)(6) thereunder.\18\ Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act \19\ and subparagraph (f)(6) Rule 19b-4 thereunder.\20\ --------------------------------------------------------------------------- \17\ 15 U.S.C. 78s(b)(3)(A)(iii). \18\ 17 CFR 240.19b-4(f)(6). \19\ 15 U.S.C. 78s(b)(3)(A). \20\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to give the Commission written notice of the Exchange's intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) \21\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \21\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSE-2017-35 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSE-2017-35. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2017-35 and should be submitted on or before August 23, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\22\ --------------------------------------------------------------------------- \22\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-16206 Filed 8-1-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 147 / Wednesday, August 2, 2017 / Notices 36033
based on NAV. Applicants state that (a) valued in the same manner as those SECURITIES AND EXCHANGE
secondary market trading in shares does investment positions currently held by COMMISSION
not involve a Fund as a party and will the Funds. Applicants also seek relief
not result in dilution of an investment from the prohibitions on affiliated [Release No. 34–81225; File No. SR–NYSE–
in shares, and (b) to the extent different transactions in section 17(a) to permit a 2017–35]
prices exist during a given trading day, Fund to sell its shares to and redeem its
or from day to day, such variances occur shares from a Fund of Funds, and to Self-Regulatory Organizations; New
as a result of third-party market forces, engage in the accompanying in-kind York Stock Exchange LLC; Notice of
such as supply and demand. Therefore, transactions with the Fund of Funds.3 Filing and Immediate Effectiveness of
applicants assert that secondary market
The purchase of Creation Units by a Proposed Rule Change for Trading
transactions in shares will not lead to
Fund of Funds directly from a Fund will UTP Securities on Pillar, the
discrimination or preferential treatment
among purchasers. Finally, applicants be accomplished in accordance with the Exchange’s New Trading Technology
represent that share market prices will policies of the Fund of Funds and will Platform
be disciplined by arbitrage be based on the NAVs of the Funds.
July 27, 2017.
opportunities, which should prevent 9. Section 6(c) of the Act permits the
shares from trading at a material Commission to exempt any persons or Pursuant to Section 19(b)(1) 1 of the
discount or premium from NAV. transactions from any provision of the Securities Exchange Act of 1934 (the
6. With respect to Funds that effect Act if such exemption is necessary or ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
creations and redemptions of Creation appropriate in the public interest and notice is hereby given that on July 13,
Units in kind and that are based on consistent with the protection of 2017, New York Stock Exchange LLC
certain Underlying Indexes that include investors and the purposes fairly (‘‘NYSE’’ or the ‘‘Exchange’’) filed with
foreign securities, applicants request intended by the policy and provisions of the Securities and Exchange
relief from the requirement imposed by Commission (the ‘‘Commission’’) the
the Act. Section 12(d)(1)(J) of the Act
section 22(e) in order to allow such proposed rule change as described in
provides that the Commission may
Funds to pay redemption proceeds Items I and II below, which Items have
within fifteen calendar days following exempt any person, security, or
transaction, or any class or classes of been prepared by the self-regulatory
the tender of Creation Units for organization. The Commission is
redemption. Applicants assert that the persons, securities, or transactions, from
any provision of section 12(d)(1) if the publishing this notice to solicit
requested relief would not be
exemption is consistent with the public comments on the proposed rule change
inconsistent with the spirit and intent of
interest and the protection of investors. from interested persons.
section 22(e) to prevent unreasonable,
undisclosed or unforeseen delays in the Section 17(b) of the Act authorizes the I. Self-Regulatory Organization’s
actual payment of redemption proceeds. Commission to grant an order Statement of the Terms of Substance of
7. Applicants request an exemption to permitting a transaction otherwise the Proposed Rule Change
permit Funds of Funds to acquire Fund prohibited by section 17(a) if it finds
shares beyond the limits of section that (a) the terms of the proposed The Exchange proposes rules for
12(d)(1)(A) of the Act; and the Funds, transaction are fair and reasonable and trading UTP Securities on Pillar, the
and any principal underwriter for the do not involve overreaching on the part Exchange’s new trading technology
Funds, and/or any broker or dealer of any person concerned; (b) the platform. The proposed rule change is
registered under the Exchange Act, to proposed transaction is consistent with available on the Exchange’s Web site at
sell shares to Funds of Funds beyond the policies of each registered www.nyse.com, at the principal office of
the limits of section 12(d)(1)(B) of the the Exchange, and at the Commission’s
investment company involved; and (c)
Act. The application’s terms and Public Reference Room.
the proposed transaction is consistent
conditions are designed to, among other
things, help prevent any potential (i) with the general purposes of the Act. II. Self-Regulatory Organization’s
undue influence over a Fund through For the Commission, by the Division of Statement of the Purpose of, and
control or voting power, or in Investment Management, under delegated Statutory Basis for, the Proposed Rule
connection with certain services, authority. Change
transactions, and underwritings, (ii) Eduardo A. Aleman,
excessive layering of fees, and (iii) Assistant Secretary.
In its filing with the Commission, the
overly complex fund structures, which self-regulatory organization included
[FR Doc. 2017–16200 Filed 8–1–17; 8:45 am]
are the concerns underlying the limits statements concerning the purpose of,
BILLING CODE 8011–01–P
in sections 12(d)(1)(A) and (B) of the and basis for, the proposed rule change
Act. and discussed any comments it received
8. Applicants request an exemption on the proposed rule change. The text
from sections 17(a)(1) and 17(a)(2) of the of those statements may be examined at
Act to permit persons that are Affiliated the places specified in Item IV below.
Persons, or Second Tier Affiliates, of the The Exchange has prepared summaries,
Funds, solely by virtue of certain 3 The requested relief would apply to direct sales
set forth in sections A, B, and C below,
ownership interests, to effectuate of shares in Creation Units by a Fund to a Fund of
of the most significant parts of such
purchases and redemptions in-kind. The
sradovich on DSKBCFCHB2PROD with NOTICES
Funds and redemptions of those shares. Applicants,
moreover, are not seeking relief from section 17(a)
statements.
deposit procedures for in-kind
purchases of Creation Units and the for, and the requested relief will not apply to,
transactions where a Fund could be deemed an
redemption procedures for in-kind
Affiliated Person, or a Second-Tier Affiliate, of a
redemptions of Creation Units will be Fund of Funds because an Adviser or an entity
the same for all purchases and controlling, controlled by or under common control
1 15 U.S.C. 78s(b)(1).
redemptions and Deposit Instruments with an Adviser provides investment advisory 2 15 U.S.C. 78a.
and Redemption Instruments will be services to that Fund of Funds. 3 17 CFR 240.19b–4.
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![36034 Federal Register / Vol. 82, No. 147 / Wednesday, August 2, 2017 / Notices
A. Self-Regulatory Organization’s Exchange proposes to refer to the rules this preamble will govern Exchange
Statement of the Purpose of, and the of NYSE MKT as ‘‘NYSE American Rule operations on Pillar.
Statutory Basis for, the Proposed Rule X.’’ 8 Subject to rule approvals, the
Change Exchange will announce the
Overview implementation of trading of UTP
1. Purpose
The Exchange previously amended its Securities on the Pillar trading system
On January 29, 2015, the Exchange by Trader Update, which the Exchange
rules to add the Pillar Platform Rules, as
announced the implementation of Pillar, anticipates will be in the fourth quarter
set forth in Rules 1P–13P.9 With this
which is an integrated trading of 2017.
proposed rule change, the Exchange
technology platform designed to use a
proposes additional rules for Rules 1P Proposed Rule Changes
single specification for connecting to the
equities and options markets operated Definitions and 7P Equities Trading to
support trading of UTP Securities.10 The As noted above, the Exchange
by the Exchange and its affiliates, NYSE proposes rules that would be applicable
Arca, Inc. (‘‘NYSE Arca’’) and NYSE proposed rules address general order
processing and post-trade functions for to trading UTP Securities on Pillar that
MKT LLC (‘‘NYSE MKT’’).4 NYSE Arca are based on the rules of NYSE Arca
Equities, Inc. (‘‘NYSE Arca Equities),5 the Pillar trading platform and are based
on the rules of NYSE Arca Equities and Equities and NYSE American. As a
which operates the cash equities trading global matter, the Exchange proposes
platform for NYSE Arca, was the first NYSE American without any
substantive differences.11 non-substantive differences as
trading system to migrate to Pillar.6 compared to the NYSE Arca Equities
NYSE MKT’s equities market will Once trading on the Pillar trading rules to use the terms ‘‘Exchange’’
transition to Pillar in the second quarter platform begins, specified current instead of the terms ‘‘NYSE Arca
of 2017 and as part of this transition, Exchange rules would not be applicable. Marketplace,’’ ‘‘NYSE Arca,’’ or
will be renamed NYSE American LLC For each current rule that would not be ‘‘Corporation,’’ and to use the terms
(‘‘NYSE American’’).7 In this filing, the applicable for trading UTP Securities on ‘‘mean’’ or ‘‘have meaning’’ instead of
the Pillar trading platform, the Exchange the terms ‘‘shall mean’’ or ‘‘shall have
4 See Trader Update dated January 29, 2015,
proposes to state in a preamble to such the meaning.’’ In addition, the Exchange
available here: www.nyse.com/pillar. rule that ‘‘this Rule is not applicable to
5 NYSE Arca Equities is a wholly-owned will use the term ‘‘member
corporation of NYSE Arca and operates as a facility
trading UTP Securities on the Pillar organization,’’ which is defined in Rule
of NYSE Arca. trading platform.’’ 12 Current Exchange 2, instead of ‘‘ETP Holder.’’ 13
6 In connection with the NYSE Arca rules governing trading that do not have The Framework Filing established
implementation of Pillar, NYSE Arca filed four rule
proposals relating to Pillar. See Securities Exchange
Rule 1P Definitions and Rule 1.1
21446 (May 8, 2017) (SR–NYSEMKT–2017–04) thereunder with definitions used for
Act Release Nos. 74951 (May 13, 2015), 80 FR
(Approval Order) (NYSE MKT rules governing
28721 (May 19, 2015) (Notice) and 75494 (July 20,
market makers); 80700 (May 16, 2017), 82 FR 23381
trading on the Pillar trading platform.
2015), 80 FR 44170 (July 24, 2015) (SR–NYSEArca– The Exchange proposes the following
(May 22, 2017) (SR–NYSEMKT–2017–05)
2015–38) (Approval Order of NYSE Arca Pillar I
Filing, adopting rules for Trading Sessions, Order
(Approval Order) (NYSE MKT rules governing additional definitions:
Ranking and Display, and Order Execution);
delay mechanism). • Rule 1.1(a) would define the term
8 In the NYSE American Filings, id., NYSE MKT
Securities Exchange Act Release Nos. 75497 (July ‘‘Exchange Book’’ to refer to the
21, 2015), 80 FR 45022 (July 28, 2015) (Notice) and represented that the name change to NYSE
American would become operative upon the Exchange’s electronic file of orders,
76267 (October 26, 2015), 80 FR 66951 (October 30,
2015) (SR–NYSEArca–2015–56) (Approval Order of effectiveness of an amendment to NYSE MKT’s which contains all orders entered on the
NYSE Arca Pillar II Filing, adopting rules for Orders Certificate of Formation, which is expected to be no Exchange. This proposed rule is based
and Modifiers and the Retail Liquidity Program); later than July 31, 2017. Because the NYSE on NYSE American Rule 1.1E(a) without
Securities Exchange Act Release Nos. 75467 (July American name would become operative before the
operative date of this proposed rule change, the any substantive differences.
16, 2015), 80 FR 43515 (July 22, 2015) (Notice) and
76198 (October 20, 2015), 80 FR 65274 (October 26, Exchange believes it would promote transparency • Rule 1.1(g) would define the term
2015) (SR–NYSEArca–2015–58) (Approval Order of and reduce confusion to refer to NYSE MKT rules ‘‘Authorized Trader’’ or ‘‘AT’’ to mean
NYSE Arca Pillar III Filing, adopting rules for as ‘‘NYSE American’’ rules. a person who may submit orders to the
9 See Securities Exchange Act Release Nos. 76803
Trading Halts, Short Sales, Limit Up-Limit Down, Exchange on behalf of his or her
and Odd Lots and Mixed Lots); and Securities (December 30, 2015), 81 FR 536 (January 6, 2016)
Exchange Act Release Nos. 76085 (October 6, 2015), (SR–NYSE–2015–67) (Notice of Filing and member organization. This proposed
80 FR 61513 (October 13, 2015) (Notice) and 76869 Immediate Effectiveness of Proposed Rule Change) rule is based on NYSE American Rule
(January 11, 2016), 81 FR 2276 (January 15, 2016) (‘‘Framework Filing’’). 1.1E(g) without any substantive
10 The term ‘‘UTP Security’’ means a security that
(Approval Order of NYSE Arca Pillar IV Filing, differences.
adopting rules for Auctions). is listed on a national securities exchange other
7 See Securities Exchange Act Release Nos. 80283 than the Exchange and that trades on the Exchange • Rule 1.1(j) would define the term
(March 21, 2017), 82 FR 15244 (March 27, 2017) pursuant to unlisted trading privileges. See Rule ‘‘Core Trading Hours’’ to mean the
(SR–NYSEMKT–201714) (Notice of filing and 1.1(ii). The Exchange has authority to extend hours of 9:30 a.m. Eastern Time through
immediate effectiveness of proposed rule change to unlisted trading privileges to any security that is an 4:00 p.m. Eastern Time or such other
change the name of NYSE MKT to NYSE American) NMS Stock that is listed on another national
securities exchange or with respect to which hours as may be determined by the
and 80748 (May 23, 2017), 82 FR 24764, 24765 (SR–
NYSEMKT–2017–20) (Notice of filing and unlisted trading privileges may otherwise be Exchange from time to time. This
immediate effectiveness of proposed rule change to extended in accordance with Section 12(f) of the proposed rule is based on NYSE Arca
change the name of NYSE MKT to NYSE American) Act. See Rule 5.1(a)(1). Equities Rule 1.1(j) and NYSE American
11 The Exchange will file a separate proposed rule
(‘‘NYSE American Filings’’). In connection with the Rule 1.1E(j) without any substantive
NYSE American implementation of Pillar, NYSE change to add additional rules that would govern
MKT filed several rule changes. See Securities trading of UTP Securities on the Exchange on the differences.
Exchange Act Release Nos. 79242 (November 4, Pillar trading platform. • Rule 1.1(k) would define the term
sradovich on DSKBCFCHB2PROD with NOTICES
2016), 81 FR 79081 (November 10, 2016) (SR– 12 The Exchange proposes to amend the
‘‘Exchange’’ to mean the New York
NYSEMKT–2016–97) (Notice and Filing of description of Pillar Platform Rules, which precedes Stock Exchange LLC. This proposed rule
Immediate Effectiveness of Proposed Rule Change Rule 1P, to delete the last sentence, which currently
of framework rules); 81038 (June 28, 2017), 82 FR provides that ‘‘[t]he following rules will not be is based on NYSE Arca Equities Rule
31118 (July 5, 2017) (SR–NYSEMKT–2016–103) applicable to trading on the Pillar trading platform:
(Approval Order) (the ‘‘ETP Listing Rules Filing’’); Rules 7, 55, 56, and 62.’’ As proposed, the 13 Because these non-substantive differences
80590 (May 4, 2017), 82 FR 21843 (May 10, 2017) inapplicability of these rules on the Pillar platform would be applied throughout the proposed rules,
(Approval Order) (NYSE MKT rules governing would be addressed in the preamble that the the Exchange will not note these differences
automated trading); 80577 (May 2, 2017), 82 FR Exchange proposes to add to each of these rules. separately for each proposed rule.
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![Federal Register / Vol. 82, No. 147 / Wednesday, August 2, 2017 / Notices 36037
organizations with consistency across Comments may be submitted by any of SECURITIES AND EXCHANGE
affiliated exchanges, thereby enabling the following methods: COMMISSION
the Exchange to compete with
unaffiliated exchange competitors that Electronic Comments [Release No. 34–81250; File No. SR–
NASDAQ–2017–075]
similarly operate multiple exchanges on • Use the Commission’s Internet
the same trading platforms. comment form (http://www.sec.gov/ Self-Regulatory Organizations; The
C. Self-Regulatory Organization’s rules/sro.shtml); or NASDAQ Stock Market LLC; Notice of
Statement on Comments on the Filing and Immediate Effectiveness of
• Send an email to rule-comments@ Proposed Rule Change To Delay the
Proposed Rule Change Received From sec.gov. Please include File Number SR–
Members, Participants, or Others Effective Date of the TotalView and
NYSE–2017–35 on the subject line. OpenView Depth-of-Book Products
No written comments were solicited Paper Comments
or received with respect to the proposed July 28, 2017.
rule change. • Send paper comments in triplicate Pursuant to Section 19(b)(1) of the
to Brent J. Fields, Secretary, Securities Securities Exchange Act of 1934
III. Date of Effectiveness of the (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Proposed Rule Change and Timing for and Exchange Commission, 100 F Street
notice is hereby given that on July 21,
Commission Action NE., Washington, DC 20549–1090.
2017, The NASDAQ Stock Market LLC
The Exchange has filed the proposed All submissions should refer to File (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
rule change pursuant to Section Number SR–NYSE–2017–35. This file Securities and Exchange Commission
19(b)(3)(A)(iii) of the Act 17 and Rule number should be included on the (‘‘SEC’’ or ‘‘Commission’’) the proposed
19b–4(f)(6) thereunder.18 Because the subject line if email is used. To help the rule change as described in Items I and
foregoing proposed rule change does Commission process and review your II below, which Items have been
not: (i) Significantly affect the comments more efficiently, please use prepared by the Exchange. The
protection of investors or the public only one method. The Commission will Commission is publishing this notice to
interest; (ii) impose any significant post all comments on the Commission’s solicit comments on the proposed rule
burden on competition; and (iii) become change from interested persons.
Internet Web site (http://www.sec.gov/
operative for 30 days from the date on rules/sro.shtml). Copies of the I. Self-Regulatory Organization’s
which it was filed, or such shorter time submission, all subsequent Statement of the Terms of Substance of
as the Commission may designate, it has amendments, all written statements the Proposed Rule Change
become effective pursuant to Section with respect to the proposed rule The Exchange proposes to delay the
19(b)(3)(A)(iii) of the Act 19 and change that are filed with the effective date of the merger of TotalView
subparagraph (f)(6) Rule 19b–4 Commission, and all written and OpenView by 31 days, until
thereunder.20 communications relating to the September 1, 2017.
At any time within 60 days of the proposed rule change between the
filing of such proposed rule change, the II. Self-Regulatory Organization’s
Commission and any person, other than Statement of the Purpose of, and
Commission summarily may those that may be withheld from the
temporarily suspend such rule change if Statutory Basis for, the Proposed Rule
public in accordance with the Change
it appears to the Commission that such
provisions of 5 U.S.C. 552, will be
action is necessary or appropriate in the In its filing with the Commission, the
available for Web site viewing and
public interest, for the protection of Exchange included statements
investors, or otherwise in furtherance of printing in the Commission’s Public
concerning the purpose of and basis for
the purposes of the Act. If the Reference Room, 100 F Street NE.,
the proposed rule change and discussed
Commission takes such action, the Washington, DC 20549 on official any comments it received on the
Commission shall institute proceedings business days between the hours of proposed rule change. The text of these
under Section 19(b)(2)(B) 21 of the Act to 10:00 a.m. and 3:00 p.m. Copies of the statements may be examined at the
determine whether the proposed rule filing also will be available for places specified in Item IV below. The
change should be approved or inspection and copying at the principal Exchange has prepared summaries, set
disapproved. office of the Exchange. All comments forth in sections A, B, and C below, of
received will be posted without change; the most significant aspects of such
IV. Solicitation of Comments the Commission does not edit personal statements.
Interested persons are invited to identifying information from
submissions. You should submit only A. Self-Regulatory Organization’s
submit written data, views, and
information that you wish to make Statement of the Purpose of, and the
arguments concerning the foregoing,
available publicly. All submissions Statutory Basis for, the Proposed Rule
including whether the proposed rule
should refer to File Number SR–NYSE– Change
change is consistent with the Act.
2017–35 and should be submitted on or 1. Purpose
17 15 U.S.C. 78s(b)(3)(A)(iii). before August 23, 2017. The purpose of this filing is to delay
18 17 CFR 240.19b–4(f)(6).
19 15 U.S.C. 78s(b)(3)(A).
For the Commission, by the Division of the effective date of the merger of
20 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
Trading and Markets, pursuant to delegated TotalView and OpenView by 31 days,
sradovich on DSKBCFCHB2PROD with NOTICES
4(f)(6)(iii) requires the Exchange to give the authority.22 from August 1, 2017, until September 1,
Commission written notice of the Exchange’s intent Eduardo A. Aleman, 2017.
to file the proposed rule change, along with a brief On May 26, 2017, the Exchange filed
description and text of the proposed rule change, Assistant Secretary.
with the Commission a proposed rule
at least five business days prior to the date of filing [FR Doc. 2017–16206 Filed 8–1–17; 8:45 am]
of the proposed rule change, or such shorter time change (‘‘Proposal’’) to merge the
BILLING CODE 8011–01–P
as designated by the Commission. The Exchange
has satisfied this requirement. 1 15 U.S.C. 78s(b)(1).
21 15 U.S.C. 78s(b)(2)(B). 22 17 CFR 200.30–3(a)(12). 2 17 CFR 240.19b–4.
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Document Created: 2017-08-02 07:10:07
Document Modified: 2017-08-02 07:10:07
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 82 FR 36033 |
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