82 FR 56317 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 497(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)
Federal Register Volume 82, Issue 227 (November 28, 2017)
| Page Range | 56317-56319 | |
| FR Document | 2017-25692 |
[Federal Register Volume 82, Number 227 (Tuesday, November 28, 2017)] [Notices] [Pages 56317-56319] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25692] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82150; File No. SR-NYSE-2017-61] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 497(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, 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, 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. --------------------------------------------------------------------------- \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 to amend Rule 497(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(c) (Additional Requirements for Listed Securities Issued by Intercontinental Exchange, Inc. or its Affiliates) regarding the requirements for the listing of securities that are issued by the Exchange or any of its affiliates. Rule 497(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(c)(1) and (2) provide that, throughout the continued listing and trading of an Affiliate Security \4\ on the Exchange: --------------------------------------------------------------------------- \4\ Pursuant to Rule 497(a), ``Affiliate Security'' means any security issued by an ICE Affiliate or any Exchange-listed option on any such security, with the exception of Investment Company Units as defined in Para. 703.16 of the Listed Company Manual, 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. ---------------------------------------------------------------------------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(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(c)(1) and the text ``and the Commission'' from the end of Rule 497(c)(2). In addition, because the proposed deletions would remove the definition of ``Commission'' currently in Rule 497(c)(1), the Exchange proposes to add the definition to Rule 497(c)(3). No other changes would be made to Rule 497(c), which would continue to require that the Quarterly Report be [[Page 56318]] 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 system and, in general, to protect investors and the public interest. --------------------------------------------------------------------------- \5\ 15 U.S.C. 78f(b). \6\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- 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, 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. --------------------------------------------------------------------------- \7\ 15 U.S.C. 78q. \8\ 17 CFR 240.17a-1. --------------------------------------------------------------------------- The Exchange believes that the proposed non-substantive change adding the definition of ``Commission'' to Rule 497(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\ --------------------------------------------------------------------------- \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. --------------------------------------------------------------------------- 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. --------------------------------------------------------------------------- \12\ 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-2017-61 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-NYSE-2017-61. 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-NYSE-2017-61 and should [[Page 56319]] be submitted on or before December 19, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\13\ --------------------------------------------------------------------------- \13\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-25692 Filed 11-27-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 227 / Tuesday, November 28, 2017 / Notices 56317
Commission, 100 F Street NE., SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
Washington, DC 20549–1090. COMMISSION Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
All submissions should refer to File Change
Number SR–NASDAQ–2017–122. This [Release No. 34–82150; File No. SR–NYSE–
file number should be included on the 2017–61] 1. Purpose
subject line if email is used. To help the The Exchange proposes to amend
Self-Regulatory Organizations; New
Commission process and review your Rule 497(c) (Additional Requirements
York Stock Exchange LLC; Notice of
comments more efficiently, please use for Listed Securities Issued by
Filing and Immediate Effectiveness of Intercontinental Exchange, Inc. or its
only one method. The Commission will
Proposed Rule Change To Amend Rule Affiliates) regarding the requirements
post all comments on the Commission’s
497(c) Regarding the Requirements for for the listing of securities that are
Internet Web site (http://www.sec.gov/
the Listing of Securities That Are issued by the Exchange or any of its
rules/sro.shtml). Copies of the
Issued by the Exchange or Any of Its affiliates.
submission, all subsequent
Affiliates Rule 497(c) sets forth certain
amendments, all written statements
with respect to the proposed rule monitoring requirements that must be
November 22, 2017.
met throughout the continued listing
change that are filed with the
Pursuant to Section 19(b)(1) 1 of the and trading of securities issued by the
Commission, and all written
Securities Exchange Act of 1934 (the Exchange’s ultimate parent,
communications relating to the Intercontinental Exchange, Inc. (‘‘ICE’’),
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
proposed rule change between the or its affiliates. More specifically, Rule
notice is hereby given that on November
Commission and any person, other than 497(c)(1) and (2) provide that,
17, 2017, New York Stock Exchange
those that may be withheld from the throughout the continued listing and
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
public in accordance with the trading of an Affiliate Security 4 on the
with the Securities and Exchange
provisions of 5 U.S.C. 552, will be Exchange:
Commission (the ‘‘Commission’’) the
available for Web site viewing and • The Exchange will prepare a
proposed rule change as described in
printing in the Commission’s Public quarterly report on the Affiliate Security
Items I, II, and III below, which Items (‘‘Quarterly Report’’) for the Exchange’s
Reference Room, 100 F Street NE.,
have been prepared by the self- Regulatory Oversight Committee
Washington, DC 20549, on official
regulatory organization. The (‘‘ROC’’), and a copy of the Quarterly
business days between the hours of
Commission is publishing this notice to Report will be forwarded promptly to
10:00 a.m. and 3:00 p.m. Copies of the
solicit comments on the proposed rule the Securities and Exchange
filing also will be available for
change from interested persons. Commission (‘‘Commission’’); and
inspection and copying at the principal
office of the Exchange. All comments • once a year, an independent
I. Self-Regulatory Organization’s
accounting firm shall review the listing
received will be posted without change. Statement of the Terms of Substance of
standards for the Affiliate Security to
Persons submitting comments are the Proposed Rule Change insure that the issuer is in compliance
cautioned that we do not redact or edit with the listing requirements (‘‘Annual
personal identifying information from The Exchange proposes to amend
Rule 497(c) regarding the requirements Report’’), and a copy of the Annual
comment submissions. You should Report shall be forwarded promptly to
submit only information that you wish for the listing of securities that are
the ROC and the Commission.
to make available publicly. All issued by the Exchange or any of its
The Exchange proposes to amend
submissions should refer to File affiliates. The proposed rule change is Rule 497(c) to remove the requirement
Number SR–NASDAQ–2017–122 and available on the Exchange’s Web site at that copies of the Quarterly and Annual
should be submitted on or before www.nyse.com, at the principal office of Reports be forwarded to the
December 19, 2017. the Exchange, and at the Commission’s Commission, by deleting the final
Public Reference Room. sentence of Rule 497(c)(1) and the text
For the Commission, by the Division of
Trading and Markets, pursuant to delegated II. Self-Regulatory Organization’s ‘‘and the Commission’’ from the end of
authority.7 Statement of the Purpose of, and Rule 497(c)(2). In addition, because the
Statutory Basis for, the Proposed Rule proposed deletions would remove the
Eduardo A. Aleman,
definition of ‘‘Commission’’ currently in
Assistant Secretary. Change
Rule 497(c)(1), the Exchange proposes to
[FR Doc. 2017–25693 Filed 11–27–17; 8:45 am] add the definition to Rule 497(c)(3).
In its filing with the Commission, the
BILLING CODE 8011–01–P self-regulatory organization included No other changes would be made to
statements concerning the purpose of, Rule 497(c), which would continue to
and basis for, the proposed rule change require that the Quarterly Report be
and discussed any comments it received 4 Pursuant to Rule 497(a), ‘‘Affiliate Security’’
on the proposed rule change. The text means any security issued by an ICE Affiliate or any
of those statements may be examined at Exchange-listed option on any such security, with
the places specified in Item IV below. the exception of Investment Company Units as
defined in Para. 703.16 of the Listed Company
The Exchange has prepared summaries, Manual, and ‘‘ICE Affiliate’’ means ICE and any
ethrower on DSK3G9T082PROD with NOTICES
set forth in sections A, B, and C below, entity that directly or indirectly, through one or
of the most significant parts of such more intermediaries, controls, is controlled by, or
is under common control with ICE, where ‘‘control’’
statements. means that one entity possesses, directly or
indirectly, voting control of the other entity either
1 15
through ownership of capital stock or other equity
U.S.C. 78s(b)(1).
securities or through majority representation on the
2 15 U.S.C. 78a. board of directors or other management body of
7 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4. such entity.
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![Federal Register / Vol. 82, No. 227 / Tuesday, November 28, 2017 / Notices 56319
be submitted on or before December 19, expect that the board of directors will information is necessary for the proper
2017. base its decision to adopt the resolution performance of the functions of the
For the Commission, by the Division of discussed above, in part, on investment agency, including whether the
Trading and Markets, pursuant to delegated guidelines that the company will follow information will have practical utility;
authority.13 to ensure its investment portfolio is in (b) the accuracy of the agency’s estimate
Eduardo A. Aleman, compliance with the rule’s of the burden of the collection of
Assistant Secretary. requirements. information; (c) ways to enhance the
The collection of information quality, utility, and clarity of the
[FR Doc. 2017–25692 Filed 11–27–17; 8:45 am]
imposed by rule 3a–8 is voluntary information collected; and (d) ways to
BILLING CODE 8011–01–P
because the rule is an exemptive safe minimize the burden of the collection of
harbor, and therefore, R&D companies information on respondents, including
may choose whether or not to rely on it. through the use of automated collection
SECURITIES AND EXCHANGE
The purposes of the information techniques or other forms of information
COMMISSION
collection requirements in rule 3a–8 are technology. Consideration will be given
[SEC File No. 270–516, OMB Control No. to ensure that: (i) The board of directors to comments and suggestions submitted
3235–0574] of an R&D company is involved in in writing within 60 days of this
determining whether the company publication.
Proposed Collection; Comment should be considered an investment Please direct your written comments
Request company and subject to regulation to Pamela Dyson, Director/Chief
Upon Written Request, Copies Available under the Act, and (ii) adequate records Information Officer, Securities and
From: Securities and Exchange are available for Commission review, if Exchange Commission, c/o Remi Pavlik-
Commission, Office of FOIA Services, necessary. Rule 3a–8 would not require Simon, 100 F Street NE., Washington,
100 F Street NE., Washington, DC the reporting of any information or the DC 20549; or send an email to: PRA_
20549–2736 filing of any documents with the Mailbox@sec.gov.
Commission. November 22, 2017.
Extension: Commission staff estimates that there
Rule 3a–8 Eduardo A. Aleman,
is no annual recordkeeping burden
Notice is hereby given that pursuant associated with the rule’s requirements. Assistant Secretary.
to the Paperwork Reduction Act of 1995 Nevertheless, the Commission requests [FR Doc. 2017–25709 Filed 11–27–17; 8:45 am]
(44 U.S.C. 3501 et seq.), the Securities authorization to maintain an inventory BILLING CODE P
and Exchange Commission (the of one burden hour for administrative
‘‘Commission’’) is soliciting comments purposes.
on the collections of information Commission staff estimates that SECURITIES AND EXCHANGE
summarized below. The Commission approximately 65,139 R&D companies COMMISSION
plans to submit the existing collection may take advantage of rule 3a–8.2 Given [SEC File No. 270–035, OMB Control No.
of information to the Office of that the board resolutions and 3235–0029]
Management and Budget for extension investment guidelines will generally
and approval. need to be adopted only once (unless Submission for OMB Review;
Rule 3a–8 (17 CFR 270.3a–8) of the relevant circumstances change),3 the Comment Request
Investment Company Act of 1940 (15 Commission believes that all the R&D Upon Written Request, Copies Available
U.S.C. 80a) (the ‘‘Act’’), serves as a companies that existed prior to the From: Securities and Exchange
nonexclusive safe harbor from adoption of rule 3a–8 adopted their Commission, Office of FOIA Services,
investment company status for certain board resolutions and established 100 F Street NE., Washington, DC
research and development companies written investment guidelines in 2003 20549–2736
(‘‘R&D companies’’). when the rule was adopted. We expect
The rule requires that the board of that R&D companies formed subsequent Extension:
to the adoption of rule 3a–8 would Rule 17Ad–2(c), (d), and (h)
directors of an R&D company seeking to
rely on the safe harbor adopt an adopt the board resolution and Notice is hereby given that pursuant
appropriate resolution evidencing that investment guidelines simultaneously to the Paperwork Reduction Act of 1995
the company is primarily engaged in a with their formation documents in the (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
non-investment business and record ordinary course of business.4 Therefore, Securities and Exchange Commission
that resolution contemporaneously in its we estimate that rule 3a–8 does not (‘‘Commission’’) has submitted to the
minute books or comparable impose additional burdens. Office of Management and Budget
documents.1 An R&D company seeking Written comments are invited on: (a) (‘‘OMB’’) a request for approval of
to rely on the safe harbor must retain Whether the proposed collection of extension of the previously approved
these records only as long as such collection of information provided for in
2 See National Science Foundation/Division of
records must be maintained in Rule 17Ad–2(c), (d), and (h), (17 CFR
Science Resources Statistics, Business Research and
accordance with state law. Development and Innovation Survey: 2013 (results
240.17Ad–2(c), (d), and (h)), under the
Rule 3a–8 contains an additional published August 2, 2016). Securities Exchange Act of 1934 (15
requirement that is also a collection of 3 In the event of changed circumstances, the U.S.C. 78a et seq.).
information within the meaning of the Commission believes that the board resolution and Rule 17f–2(c) allows persons required
investment guidelines will be amended and to be fingerprinted pursuant to Section
PRA. The board of directors of a
ethrower on DSK3G9T082PROD with NOTICES
recorded in the ordinary course of business and
company that relies on the safe harbor would not create additional time burdens. 17(f)(2) of the Act to submit their
under rule 3a–8 must adopt a written 4 In order for these companies to raise sufficient fingerprints to the Attorney General of
policy with respect to the company’s capital to fund their product development stage, the United States or its designee (i.e.,
capital preservation investments. We Commission staff believes that they will need to the Federal Bureau of Investigation
present potential investors with investment
guidelines. Investors generally want to be assured
(‘‘FBI’’)) through a registered national
13 17 CFR 200.30–3(a)(12). that the company’s funds are invested consistent securities exchange or a registered
1 Rule 3a–8(a)(6) (17 CFR 270.3a–8(6)). with the goals of capital preservation and liquidity. national securities association
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Document Created: 2017-11-28 01:51:24
Document Modified: 2017-11-28 01:51:24
| 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 56317 |
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