82 FR 56302 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 497-Equities (c) Regarding the Requirements for the Listing of Securities That Are Issued by the Exchange or Any of Its Affiliates

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 227 (November 28, 2017)

Page Range		56302-56303
FR Document		2017-25690
Federal Register, Volume 82 Issue 227 (Tuesday, November 28, 2017)
[Federal Register Volume 82, Number 227 (Tuesday, November 28, 2017)]
[Notices]
[Pages 56302-56303]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-25690]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82148; File No. SR-NYSEAMER-2017-32]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
Rule 497--Equities (c) Regarding the Requirements for the Listing of 
Securities That Are Issued by the Exchange or Any of Its Affiliates

November 22, 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 November 17, 2017, NYSE American LLC (the ``Exchange'' or 
``NYSE American'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 497--Equities (c) regarding the 
requirements for the listing of securities that are issued by the 
Exchange or any of its affiliates. 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.

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 Rule 497--Equities (c) (Additional 
Requirements for Listed Securities Issued by ICE or its Affiliates) 
regarding the requirements for the listing of securities that are 
issued by the Exchange or any of its affiliates.
    Rule 497--Equities (c) sets forth certain monitoring requirements 
that must be met throughout the continued listing and trading of 
securities issued by the Exchange's ultimate parent, Intercontinental 
Exchange, Inc. (``ICE''), or its affiliates. More specifically, Rule 
497--Equities (c)(1) and (2) provide that, throughout the continued 
listing and trading of an Affiliate Security \4\ on the Exchange:
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    \4\ Pursuant to Rule 497--Equities (a), ``Affiliate Security'' 
means any security issued by an ICE Affiliate or any Exchange-listed 
option on any such security, and ``ICE Affiliate'' means ICE and any 
entity that directly or indirectly, through one or more 
intermediaries, controls, is controlled by, or is under common 
control with ICE, where ``control'' means that one entity possesses, 
directly or indirectly, voting control of the other entity either 
through ownership of capital stock or other equity securities or 
through majority representation on the board of directors or other 
management body of such entity.
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     the Exchange will prepare a quarterly report on the 
Affiliate Security (``Quarterly Report'') for the Exchange's Regulatory 
Oversight Committee (``ROC''), and a copy of the Quarterly Report will 
be forwarded promptly to the Securities and Exchange Commission 
(``Commission''); and
     once a year, an independent accounting firm shall review 
the listing standards for the Affiliate Security to insure that the 
issuer is in compliance with the listing requirements (``Annual 
Report''), and a copy of the Annual Report shall be forwarded promptly 
to the ROC and the Commission.
    The Exchange proposes to amend Rule 497--Equities (c) to remove the 
requirement that copies of the Quarterly and Annual Reports be 
forwarded to the Commission, by deleting the final sentence of Rule 
497--Equities (c)(1) and the text ``and the Commission'' from the end 
of Rule 497--Equities (c)(2). In addition, because the proposed 
deletions would remove the definition of ``Commission'' currently in 
Rule 497--Equities (c)(1), the Exchange proposes to add the definition 
to Rule 497--Equities (c)(3).
    No other changes would be made to Rule 497--Equities (c), which 
would continue to require that the Quarterly Report be prepared for the 
ROC and the Annual Report be forwarded promptly to the ROC.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \5\ in general, and Section 
6(b)(5) \6\ in particular, in that 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 regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to, and perfect the mechanism of a 
free and open market and a national market

[[Page 56303]]

system and, in general, to protect investors and the public interest.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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, 
because the proposed changes would reduce the paperwork received by the 
Commission and ease the burden of submitting the Quarterly and Annual 
Reports, without changing the information available to the Commission. 
In discussions with the Commission Staff regarding Rule 497--Equities, 
it was determined that the Exchange no longer needed to provide copies 
of the Quarterly and Annual Reports to the Commission. The Quarterly 
and Annual Reports would continue to be available to the Commission, as 
they are subject to Section 17A of the Act \7\ and Rule 17a-1 
thereunder,\8\ pursuant to which the Exchange is required to keep and 
preserve copies of the Quarterly and Annual Reports, and to promptly 
furnish to the Commission copies of such Reports upon request of any 
representative of the Commission.
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    \7\ 15 U.S.C. 78q.
    \8\ 17 CFR 240.17a-1.
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    The Exchange believes that the proposed non-substantive change 
adding the definition of ``Commission'' to Rule 497--Equities (c)(3) 
would promote just and equitable principles of trade and remove 
impediments to a free and open market by providing greater clarity in 
the Exchange's 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 Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather to 
reduce the paperwork received by the Commission and ease the burden of 
submitting the Quarterly and Annual Reports, without changing the 
information available to the Commission.

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 \9\ and Rule 19b-4(f)(6) thereunder.\10\ 
Because the 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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\11\
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    \9\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the 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) \12\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \12\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEAMER-2017-32 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEAMER-2017-32. 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. 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-2017-32 and should 
be submitted on or before December 19, 2017.
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    \13\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-25690 Filed 11-27-17; 8:45 am]
 BILLING CODE 8011-01-P
56302 Federal Register / Vol. 82, No. 227 / Tuesday, November 28, 2017 / Notices

believe that this estimate is appropriate. notice is hereby given that on November and trading of an Affiliate Security 4 on
Thus the estimated total annual burden 17, 2017, NYSE American LLC (the the Exchange:
for rule 489 and Form F–N is 30 hours.1 ‘‘Exchange’’ or ‘‘NYSE American’’) filed • the Exchange will prepare a
Estimates of the average burden hours with the Securities and Exchange quarterly report on the Affiliate Security
are made solely for the purposes of the Commission (the ‘‘Commission’’) the (‘‘Quarterly Report’’) for the Exchange’s
Paperwork Reduction Act and are not proposed rule change as described in Regulatory Oversight Committee
derived from a comprehensive or even Items I, II, and III below, which Items (‘‘ROC’’), and a copy of the Quarterly
a representative survey or study of the have been prepared by the self- Report will be forwarded promptly to
costs of Commission rules and forms. regulatory organization. The the Securities and Exchange
Compliance with the collection of Commission is publishing this notice to Commission (‘‘Commission’’); and
information requirements of rule 489
solicit comments on the proposed rule • once a year, an independent
and Form F–N is mandatory to obtain accounting firm shall review the listing
change from interested persons.
the benefit of the exemption. Responses standards for the Affiliate Security to
to the collection of information will not I. Self-Regulatory Organization’s insure that the issuer is in compliance
be kept confidential. An agency may not Statement of the Terms of Substance of with the listing requirements (‘‘Annual
conduct or sponsor, and a person is not the Proposed Rule Change Report’’), and a copy of the Annual
required to respond to, a collection of Report shall be forwarded promptly to
information unless it displays a The Exchange proposes to amend the ROC and the Commission.
currently valid OMB control number. Rule 497—Equities (c) regarding the The Exchange proposes to amend
The public may view the background requirements for the listing of securities Rule 497—Equities (c) to remove the
documentation for this information that are issued by the Exchange or any requirement that copies of the Quarterly
collection at the following Web site, of its affiliates. The proposed rule and Annual Reports be forwarded to the
www.reginfo.gov. Comments should be change is available on the Exchange’s Commission, by deleting the final
directed to: (i) Desk Officer for the Web site at www.nyse.com, at the sentence of Rule 497—Equities (c)(1)
Securities and Exchange Commission, principal office of the Exchange, and at and the text ‘‘and the Commission’’
Office of Information and Regulatory the Commission’s Public Reference from the end of Rule 497—Equities
Affairs, Office of Management and Room. (c)(2). In addition, because the proposed
Budget, Room 10102, New Executive deletions would remove the definition
Office Building, Washington, DC 20503, II. Self-Regulatory Organization’s
of ‘‘Commission’’ currently in Rule
or by sending an email to: Shagufta_ Statement of the Purpose of, and
497—Equities (c)(1), the Exchange
Ahmed@omb.eop.gov; and (ii) Pamela Statutory Basis for, the Proposed Rule
proposes to add the definition to Rule
Dyson, Director/Chief Information Change
497—Equities (c)(3).
Officer, Securities and Exchange No other changes would be made to
Commission, c/o Remi Pavlik-Simon, In its filing with the Commission, the
self-regulatory organization included Rule 497—Equities (c), which would
100 F Street NE., Washington, DC 20549 continue to require that the Quarterly
or send an email to: PRA_Mailbox@ statements concerning the purpose of,
and basis for, the proposed rule change Report be prepared for the ROC and the
sec.gov. Comments must be submitted to Annual Report be forwarded promptly
OMB within 30 days of this notice. and discussed any comments it received
on the proposed rule change. The text to the ROC.
Dated: November 22, 2017.
of those statements may be examined at 2. Statutory Basis
Eduardo A. Aleman, the places specified in Item IV below.
Assistant Secretary. The Exchange believes that the
The Exchange has prepared summaries,
[FR Doc. 2017–25643 Filed 11–27–17; 8:45 am] proposed rule change is consistent with
set forth in sections A, B, and C below,
Section 6(b) of the Exchange Act 5 in
BILLING CODE P of the most significant parts of such
general, and Section 6(b)(5) 6 in
statements.
particular, in that it is designed to
SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s prevent fraudulent and manipulative
COMMISSION Statement of the Purpose of, and the acts and practices, to promote just and
Statutory Basis for, the Proposed Rule equitable principles of trade, to foster
[Release No. 34–82148; File No. SR–
Change cooperation and coordination with
NYSEAMER–2017–32]
persons engaged in regulating, clearing,
1. Purpose settling, processing information with
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and respect to, and facilitating transactions
The Exchange proposes to amend
Immediate Effectiveness of Proposed in securities, to remove impediments to,
Rule 497—Equities (c) (Additional
Rule Change To Amend Rule 497— and perfect the mechanism of a free and
Requirements for Listed Securities
Equities (c) Regarding the open market and a national market
Issued by ICE or its Affiliates) regarding
Requirements for the Listing of the requirements for the listing of 4 Pursuant to Rule 497—Equities (a), ‘‘Affiliate
Securities That Are Issued by the securities that are issued by the Security’’ means any security issued by an ICE
Exchange or Any of Its Affiliates Exchange or any of its affiliates. Affiliate or any Exchange-listed option on any such
security, and ‘‘ICE Affiliate’’ means ICE and any
November 22, 2017. Rule 497—Equities (c) sets forth entity that directly or indirectly, through one or
Pursuant to Section 19(b)(1) 1 of the certain monitoring requirements that more intermediaries, controls, is controlled by, or
ethrower on DSK3G9T082PROD with NOTICES

Securities Exchange Act of 1934 (the must be met throughout the continued is under common control with ICE, where ‘‘control’’
means that one entity possesses, directly or
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 listing and trading of securities issued indirectly, voting control of the other entity either
by the Exchange’s ultimate parent, through ownership of capital stock or other equity
1 30 responses per year × 1 hour per response =
Intercontinental Exchange, Inc. (‘‘ICE’’), securities or through majority representation on the
30 hours per year. board of directors or other management body of
1 15 U.S.C.78s(b)(1).
or its affiliates. More specifically, Rule such entity.
2 15 U.S.C. 78a. 497—Equities (c)(1) and (2) provide 5 15 U.S.C. 78f(b).
3 17 CFR 240.19b–4. that, throughout the continued listing 6 15 U.S.C. 78f(b)(5).

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Federal Register / Vol. 82, No. 227 / Tuesday, November 28, 2017 / Notices 56303

system and, in general, to protect C. Self-Regulatory Organization’s • Send an email to rule-comments@
investors and the public interest. Statement on Comments on the sec.gov. Please include File Number SR–
The Exchange believes that the Proposed Rule Change Received From NYSEAMER–2017–32 on the subject
proposed rule change is designed to Members, Participants, or Others line.
prevent fraudulent and manipulative No written comments were solicited Paper Comments
acts and practices, to foster cooperation or received with respect to the proposed
and coordination with persons engaged rule change. • Send paper comments in triplicate
in regulating, clearing, settling, III. Date of Effectiveness of the to Secretary, Securities and Exchange
processing information with respect to, Proposed Rule Change and Timing for Commission, 100 F Street NE.,
and facilitating transactions in Commission Action Washington, DC 20549–1090.
securities, remove impediments to, and All submissions should refer to File
The Exchange has filed the proposed
perfect the mechanism of a free and Number SR–NYSEAMER–2017–32. This
rule change pursuant to Section
open market and a national market file number should be included on the
19(b)(3)(A)(iii) of the Act 9 and Rule
system and, in general, to protect 19b–4(f)(6) thereunder.10 Because the subject line if email is used. To help the
investors and the public interest, proposed rule change does not: (i) Commission process and review your
because the proposed changes would Significantly affect the protection of comments more efficiently, please use
reduce the paperwork received by the investors or the public interest; (ii) only one method. The Commission will
Commission and ease the burden of impose any significant burden on post all comments on the Commission’s
submitting the Quarterly and Annual competition; and (iii) become operative Internet Web site (http://www.sec.gov/
Reports, without changing the prior to 30 days from the date on which rules/sro.shtml). Copies of the
information available to the it was filed, or such shorter time as the submission, all subsequent
Commission. In discussions with the Commission may designate, if amendments, all written statements
Commission Staff regarding Rule 497— consistent with the protection of with respect to the proposed rule
Equities, it was determined that the investors and the public interest, the change that are filed with the
Exchange no longer needed to provide proposed rule change has become Commission, and all written
copies of the Quarterly and Annual effective pursuant to Section 19(b)(3)(A) communications relating to the
Reports to the Commission. The of the Act and Rule 19b–4(f)(6)(iii)
proposed rule change between the
Quarterly and Annual Reports would thereunder.11
Commission and any person, other than
continue to be available to the At any time within 60 days of the
filing of such proposed rule change, the those that may be withheld from the
Commission, as they are subject to public in accordance with the
Section 17A of the Act 7 and Rule 17a– Commission summarily may
temporarily suspend such rule change if provisions of 5 U.S.C. 552, will be
1 thereunder,8 pursuant to which the available for Web site viewing and
Exchange is required to keep and it appears to the Commission that such
action is necessary or appropriate in the printing in the Commission’s Public
preserve copies of the Quarterly and Reference Room, 100 F Street NE.,
Annual Reports, and to promptly public interest, for the protection of
investors, or otherwise in furtherance of Washington, DC 20549 on official
furnish to the Commission copies of business days between the hours of
the purposes of the Act. If the
such Reports upon request of any 10:00 a.m. and 3:00 p.m. Copies of the
Commission takes such action, the
representative of the Commission. Commission shall institute proceedings filing also will be available for
The Exchange believes that the under Section 19(b)(2)(B) 12 of the Act to inspection and copying at the principal
proposed non-substantive change determine whether the proposed rule office of the Exchange. All comments
adding the definition of ‘‘Commission’’ change should be approved or received will be posted without change.
to Rule 497—Equities (c)(3) would disapproved. Persons submitting comments are
promote just and equitable principles of cautioned that we do not redact or edit
IV. Solicitation of Comments
trade and remove impediments to a free personal identifying information from
and open market by providing greater Interested persons are invited to comment submissions. You should
clarity in the Exchange’s rules. submit written data, views, and submit only information that you wish
arguments concerning the foregoing, to make available publicly. All
B. Self-Regulatory Organization’s including whether the proposed rule
Statement on Burden on Competition submissions should refer to File
change is consistent with the Act.
Number SR–NYSEAMER–2017–32 and
Comments may be submitted by any of
The Exchange does not believe that the following methods: should be submitted on or before
the proposed rule change will impose December 19, 2017.
any burden on competition that is not Electronic Comments
For the Commission, by the Division of
necessary or appropriate in furtherance • Use the Commission’s Internet Trading and Markets, pursuant to delegated
of the purposes of the Exchange Act. comment form (http://www.sec.gov/ authority.13
The proposed rule change is not rules/sro.shtml); or Eduardo A. Aleman,
intended to address competitive issues Assistant Secretary.
but rather to reduce the paperwork 9 15 U.S.C. 78s(b)(3)(A)(iii).
10 17 CFR 240.19b–4(f)(6). [FR Doc. 2017–25690 Filed 11–27–17; 8:45 am]
received by the Commission and ease
ethrower on DSK3G9T082PROD with NOTICES

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– BILLING CODE 8011–01–P
the burden of submitting the Quarterly 4(f)(6) requires a self-regulatory organization to give
and Annual Reports, without changing the Commission written notice of its intent to file
the information available to the the proposed rule change at least five business days
Commission. 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
7 15 U.S.C. 78q. requirement.
8 17 CFR 240.17a–1. 12 15 U.S.C. 78s(b)(2)(B). 13 17 CFR 200.30–3(a)(12).

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Document Created: 2017-11-28 01:50:50
Document Modified: 2017-11-28 01:50:50
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 56302