82 FR 51661 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Annual Listing Fees for Common Stocks and Warrants
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 214 (November 7, 2017)
Federal Register Volume 82, Issue 214 (November 7, 2017)
| Page Range | 51661-51662 | |
| FR Document | 2017-24132 |
[Federal Register Volume 82, Number 214 (Tuesday, November 7, 2017)] [Notices] [Pages 51661-51662] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-24132] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-81996; File No. SR-NYSEAMER-2017-27] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Annual Listing Fees for Common Stocks and Warrants November 1, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on October 25, 2017, NYSE American LLC (``NYSE American'' or the ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. 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\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend annual listing fees for common stocks and warrants. The proposed change is available on the Exchange's Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Section 141 of the NYSE American Company Guide to amend certain of its listing fee provisions. The amended fees will take effect in the 2018 calendar year. The following are the proposed fee increases:The annual fee for a common stock with 50 million shares or less outstanding would increase from $35,000 to $40,000. The annual fee for a common stock with more than 50 million and up to 75 million shares outstanding would increase from $45,000 to $50,000. The annual fee for a common stock with more than 75 million shares outstanding would increase from $50,000 to $60,000. The flat annual fee applicable to warrants would increase from $5,000 to $10,000. As described below, the Exchange proposes to make the aforementioned fee increases to better reflect the Exchange's costs related to listing equity securities and the corresponding value of such listing to issuers. The Exchange also proposes to remove a number of references in Section 141 to fees that are no longer applicable as they were superseded by new fee rates specified in the rule text. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,\3\ in general, and furthers the objectives of Section 6(b)(4) \4\ of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,\5\ in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the [[Page 51662]] 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. --------------------------------------------------------------------------- \3\ 15 U.S.C. 78f(b). \4\ 15 U.S.C. 78f(b)(4). \5\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that it is reasonable to increase the annual listing fees for common stocks and warrants because these fees have not been increased since 2015. In that regard, the Exchange notes that, since the fees were last amended, the Exchange has improved and increased the services it provides to listed companies. These improvements include the continued development and enhancement of an interactive web-based platform designed to improve communication between the Exchange and listed companies, the availability to listed companies of the Exchange's new state-of-the-art conference facilities at 11 Wall Street, and continued development and content in an investor relations tool available to all listed companies which provides companies with information enabling them to better understand the trading and ownership of their securities. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is designed to ensure that the fees charged by the Exchange accurately reflect the services provided and benefits realized by listed companies. The market for listing services is extremely competitive. Each listing exchange has a different fee schedule that applies to issuers seeking to list securities on its exchange. Issuers have the option to list their securities on these alternative venues based on the fees charged and the value provided by each listing. Because issuers have a choice to list their securities on a different national securities exchange, the Exchange does not believe that the proposed fee changes impose a burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) \6\ of the Act and subparagraph (f)(2) of Rule 19b- 4 \7\ thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78s(b)(3)(A). \7\ 17 CFR 240.19b-4(f)(2). --------------------------------------------------------------------------- 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) \8\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \8\ 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-NYSEAMER-2017-27 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-NYSEAMER-2017-27. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSEAMER-2017-27, and should be submitted on or before November 28, 2017. --------------------------------------------------------------------------- \9\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\9\ Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-24132 Filed 11-6-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51661
the terms and conditions of the with the policies of each registered on the proposed rule change. The text
Reference Order. investment company concerned and of those statements may be examined at
5. Applicants request that the Order consistent with the general purposes of the places specified in Item IV below.
apply to the Initial Fund and to any the Act; and (3) with respect to the relief The Exchange has prepared summaries,
other existing or future open-end requested pursuant to section 12(d)(1)(J) set forth in sections A, B, and C below,
management investment company or of the Act, the relief is consistent with of the most significant parts of such
series thereof that: (a) Is advised by the the public interest and the protection of statements.
Adviser or any entity controlling, investors.
controlled by, or under common control A. Self-Regulatory Organization’s
For the Commission, by the Division of Statement of the Purpose of, and the
with the Adviser (any such entity Investment Management, pursuant to
included in the term ‘‘Adviser’’); and (b) Statutory Basis for, the Proposed Rule
delegated authority.
operates as an exchange-traded managed Change
Eduardo A. Aleman,
fund as described in the Reference Assistant Secretary. 1. Purpose
Order; and (c) complies with the terms [FR Doc. 2017–24138 Filed 11–6–17; 8:45 am] The Exchange proposes to amend
and conditions of the Order and of the Section 141 of the NYSE American
BILLING CODE 8011–01–P
Reference Order, which is incorporated Company Guide to amend certain of its
by reference herein (each such company listing fee provisions. The amended fees
or series and Initial Fund, a ‘‘Fund’’).3 SECURITIES AND EXCHANGE will take effect in the 2018 calendar
6. Section 6(c) of the Act provides that COMMISSION year. The following are the proposed fee
the Commission may exempt any
[Release No. 34–81996; File No. SR–
increases:
person, security or transaction, or any • The annual fee for a common stock
class of persons, securities or NYSEAMER–2017–27]
with 50 million shares or less
transactions, from any provisions of the outstanding would increase from
Act, if and to the extent that such Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and $35,000 to $40,000.
exemption is necessary or appropriate • The annual fee for a common stock
in the public interest and consistent Immediate Effectiveness of Proposed
Rule Change To Amend Annual Listing with more than 50 million and up to 75
with the protection of investors and the million shares outstanding would
purposes fairly intended by the policy Fees for Common Stocks and
Warrants increase from $45,000 to $50,000.
and provisions of the Act. Section 17(b) • The annual fee for a common stock
of the Act authorizes the Commission to November 1, 2017. with more than 75 million shares
exempt a proposed transaction from Pursuant to Section 19(b)(1) of the outstanding would increase from
section 17(a) of the Act if evidence Securities Exchange Act of 1934 $50,000 to $60,000.
establishes that the terms of the (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 • The flat annual fee applicable to
transaction, including the consideration notice is hereby given that on October warrants would increase from $5,000 to
to be paid or received, are reasonable 25, 2017, NYSE American LLC (‘‘NYSE $10,000.
and fair and do not involve American’’ or the ‘‘Exchange’’) filed As described below, the Exchange
overreaching on the part of any person with the Securities and Exchange proposes to make the aforementioned
concerned, and the proposed Commission (‘‘Commission’’) the fee increases to better reflect the
transaction is consistent with the proposed rule change as described in Exchange’s costs related to listing equity
policies of the registered investment Items I, II, and III below, which Items securities and the corresponding value
company and the general purposes of have been prepared by the Exchange. of such listing to issuers.
the Act. Section 12(d)(1)(J) of the Act The Commission is publishing this The Exchange also proposes to
provides that the Commission may notice to solicit comments on the remove a number of references in
exempt any person, security, or proposed rule change from interested Section 141 to fees that are no longer
transaction, or any class or classes of persons. applicable as they were superseded by
persons, securities or transactions, from new fee rates specified in the rule text.
any provision of section 12(d)(1) if the I. Self-Regulatory Organization’s 2. Statutory Basis
exemption is consistent with the public Statement of the Terms of Substance of The Exchange believes that the
interest and the protection of investors. the Proposed Rule Change proposed rule change is consistent with
7. Applicants submit that for the The Exchange proposes to amend Section 6(b) of the Act,3 in general, and
reasons stated in the Reference Order: annual listing fees for common stocks furthers the objectives of Section
(1) With respect to the relief requested and warrants. The proposed change is 6(b)(4) 4 of the Act, in particular, in that
pursuant to section 6(c) of the Act, the available on the Exchange’s Web site at it is designed to provide for the
relief is appropriate, in the public www.nyse.com, at the principal office of equitable allocation of reasonable dues,
interest and consistent with the the Exchange, and at the Commission’s fees, and other charges. The Exchange
protection of investors and the purposes Public Reference Room. also believes that the proposed rule
fairly intended by the policy and change is consistent with Section 6(b)(5)
provisions of the Act; (2) with respect to II. Self-Regulatory Organization’s of the Act,5 in that it is designed to
the relief request pursuant to section Statement of the Purpose of, and promote just and equitable principles of
17(b) of the Act, the proposed Statutory Basis for, the Proposed Rule trade, to foster cooperation and
transactions are reasonable and fair and Change coordination with persons engaged in
do not involve overreaching on the part In its filing with the Commission, the regulating, clearing, settling, processing
ethrower on DSK3G9T082PROD with NOTICES
of any person concerned, are consistent self-regulatory organization included information with respect to, and
statements concerning the purpose of, facilitating transactions in securities, to
3 All entities that currently intend to rely on the
and basis for, the proposed rule change remove impediments to and perfect the
Order are named as applicants. Any other entity
that relies on the Order in the future will comply
and discussed any comments it received
3 15 U.S.C. 78f(b).
with the terms and conditions of the Order and of
1 15 U.S.C. 78s(b)(1). 4 15 U.S.C. 78f(b)(4).
the Reference Order, which is incorporated by
reference herein. 2 17 CFR 240.19b–4. 5 15 U.S.C. 78f(b)(5).
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![51662 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices
mechanism of a free and open market 19(b)(3)(A) 6 of the Act and available for Web site viewing and
and a national market system, and, in subparagraph (f)(2) of Rule 19b–4 7 printing in the Commission’s Public
general, to protect investors and the thereunder, because it establishes a due, Reference Room, 100 F Street NE.,
public interest and is not designed to fee, or other charge imposed by the Washington, DC 20549 on official
permit unfair discrimination between Exchange. business days between the hours of
customers, issuers, brokers, or dealers. At any time within 60 days of the 10:00 a.m. and 3:00 p.m. Copies of such
The Exchange believes that it is filing of such proposed rule change, the filing also will be available for
reasonable to increase the annual listing Commission summarily may inspection and copying at the principal
fees for common stocks and warrants temporarily suspend such rule change if office of the Exchange. All comments
because these fees have not been it appears to the Commission that such received will be posted without change.
increased since 2015. In that regard, the action is necessary or appropriate in the Persons submitting comments are
Exchange notes that, since the fees were public interest, for the protection of cautioned that we do not redact or edit
last amended, the Exchange has investors, or otherwise in furtherance of personal identifying information from
improved and increased the services it the purposes of the Act. If the comment submissions. You should
provides to listed companies. These Commission takes such action, the submit only information that you wish
improvements include the continued Commission shall institute proceedings to make available publicly. All
development and enhancement of an under Section 19(b)(2)(B) 8 of the Act to submissions should refer to File
interactive web-based platform designed determine whether the proposed rule Number SR–NYSEAMER–2017–27, and
to improve communication between the change should be approved or should be submitted on or before
Exchange and listed companies, the disapproved. November 28, 2017.
availability to listed companies of the For the Commission, by the Division of
Exchange’s new state-of-the-art IV. Solicitation of Comments
Trading and Markets, pursuant to delegated
conference facilities at 11 Wall Street, Interested persons are invited to authority.9
and continued development and content submit written data, views, and Eduardo A. Aleman,
in an investor relations tool available to arguments concerning the foregoing, Assistant Secretary.
all listed companies which provides including whether the proposed rule [FR Doc. 2017–24132 Filed 11–6–17; 8:45 am]
companies with information enabling change is consistent with the Act.
BILLING CODE 8011–01–P
them to better understand the trading Comments may be submitted by any of
and ownership of their securities. the following methods:
B. Self-Regulatory Organization’s Electronic Comments SECURITIES AND EXCHANGE
Statement on Burden on Competition COMMISSION
• Use the Commission’s Internet
The Exchange does not believe that comment form (http://www.sec.gov/ Sunshine Act Meetings
the proposed rule change will impose rules/sro.shtml); or
any burden on competition that is not • Send an email to rule-comments@ TIME AND DATE: 2:00 p.m. on Thursday,
necessary or appropriate in furtherance sec.gov. Please include File Number SR– November 9, 2017.
of the purposes of the Act. The NYSEAMER–2017–27 on the subject PLACE: Closed Commission Hearing
proposed rule change is designed to line. Room 10800.
ensure that the fees charged by the Paper Comments STATUS: This meeting will be closed to
Exchange accurately reflect the services the public.
provided and benefits realized by listed • Send paper comments in triplicate
MATTERS TO BE CONSIDERED:
companies. The market for listing to Brent J. Fields, Secretary, Securities
Commissioners, Counsel to the
services is extremely competitive. Each and Exchange Commission, 100 F Street
Commissioners, the Secretary to the
listing exchange has a different fee NE., Washington, DC 20549–1090.
Commission, and recording secretaries
schedule that applies to issuers seeking All submissions should refer to File will attend the closed meeting. Certain
to list securities on its exchange. Issuers Number SR–NYSEAMER–2017–27. This staff members who have an interest in
have the option to list their securities on file number should be included on the the matters also may be present.
these alternative venues based on the subject line if email is used. To help the The General Counsel of the
fees charged and the value provided by Commission process and review your Commission, or his designee, has
each listing. Because issuers have a comments more efficiently, please use certified that, in his opinion, one or
choice to list their securities on a only one method. The Commission will more of the exemptions set forth in 5
different national securities exchange, post all comments on the Commission’s U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
the Exchange does not believe that the Internet Web site (http://www.sec.gov/ and 17 CFR 200.402(a)(3), (a)(5), (a)(7),
proposed fee changes impose a burden rules/sro.shtml). Copies of the (a)(9)(ii) and (a)(10), permit
on competition. submission, all subsequent consideration of the scheduled matters
amendments, all written statements at the closed meeting.
C. Self-Regulatory Organization’s with respect to the proposed rule Commissioner Stein, as duty officer,
Statement on Comments on the change that are filed with the voted to consider the items listed for the
Proposed Rule Change Received From Commission, and all written closed meeting in closed session.
Members, Participants, or Others communications relating to the The subject matters of the closed
No written comments were solicited proposed rule change between the meeting will be:
or received with respect to the proposed Commission and any person, other than Institution and settlement of
ethrower on DSK3G9T082PROD with NOTICES
rule change. those that may be withheld from the injunctive actions;
public in accordance with the Institution and settlement of
III. Date of Effectiveness of the
provisions of 5 U.S.C. 552, will be administrative proceedings; and
Proposed Rule Change and Timing for Other matters relating to enforcement
Commission Action 6 15 proceedings.
U.S.C. 78s(b)(3)(A).
The foregoing rule change is effective 7 17 CFR 240.19b–4(f)(2).
upon filing pursuant to Section 8 15 U.S.C. 78s(b)(2)(B). 9 17 CFR 200.30–3(a)(12).
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Document Created: 2018-10-25 10:26:13
Document Modified: 2018-10-25 10:26:13
| 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 51661 |
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