82 FR 60442 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 3, To Amend Section 102.01B of the NYSE Listed Company Manual To Provide for the Listing of Companies That List Without a Prior Exchange Act Registration and That Are Not Listing in Connection With an Underwritten Initial Public Offering and Related Changes to Rules 15, 104, and 123D

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 243 (December 20, 2017)

[Federal Register Volume 82, Number 243 (Wednesday, December 20, 2017)]
[Notices]
[Page 60442]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-27351]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82332; File No. SR-NYSE-2017-30]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Designation of Longer Period for Commission Action on 
Proceedings To Determine Whether To Approve or Disapprove a Proposed 
Rule Change, as Modified by Amendment No. 3, To Amend Section 102.01B 
of the NYSE Listed Company Manual To Provide for the Listing of 
Companies That List Without a Prior Exchange Act Registration and That 
Are Not Listing in Connection With an Underwritten Initial Public 
Offering and Related Changes to Rules 15, 104, and 123D

December 14, 2017.
    On June 13, 2017, the New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to amend Section 102.01B of the 
NYSE Listed Company Manual to modify the provisions relating to the 
qualification of companies listing without a prior Exchange Act 
registration in connection with an underwritten initial public 
offering. The proposal also would (i) eliminate the requirement to have 
a private placement market trading price if there is a valuation from 
an independent third-party of $250 million in market value of publicly-
held shares; (ii) amend Rule 15 to add a Reference Price for when a 
security is listed under Footnote (E) to Section 102.01B; (iii) amend 
Rule 104 to specify Designated Market Maker (``DMM'') requirements when 
a security is listed under Footnote (E) to Section 102.01B and there 
has been no trading in the private market for such security; and (iv) 
amend Rule 123D to specify that the Exchange may declare a regulatory 
halt in a security that is the subject of an initial listing on the 
Exchange.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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    The proposed rule change was published for comment in the Federal 
Register on June 20, 2017.\3\ The Commission received one comment in 
response to the Original Notice.\4\ The Exchange filed Amendment No. 1 
to the proposed rule change on July 28, 2017, which, as noted below, 
was later withdrawn. On August 3, 2017, the Commission extended the 
time period within which to approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether to approve or disapprove the proposed rule change to 
September 18, 2017.\5\
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    \3\ See Securities Exchange Act Release No. 80933 (June 15, 
2017), 82 FR 28200 (June 20, 2017) (``Original Notice'').
    \4\ See letter to the Commission from James J. Angel, Ph.D., 
CFA, Georgetown University, dated July 28, 2017.
    \5\ See Securities Exchange Act Release No. 81309 (August 3, 
2017), 82 FR 37244 (August 9, 2017).
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    On August 16, 2017, the Exchange withdrew Amendment No. 1 and filed 
Amendment No. 2 to the proposed rule change, which superseded and 
replaced the proposed rule change in its entirety.\6\ The Commission 
published Amendment No. 2 for comment in the Federal Register on August 
24, 2017.\7\ On September 15, 2017, the Commission instituted 
proceedings to determine whether to approve or disapprove the proposed 
rule change, as modified by Amendment No. 2.\8\ Following the Order 
Instituting Proceedings, the Commission received one additional comment 
letter.\9\ On December 8, 2017, the Exchange filed Amendment No. 3 to 
the proposed rule change, which superseded and replaced the proposed 
rule change in its entirety.
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    \6\ See Notice, infra note 7, at n. 8, which describes the 
changes proposed in Amendment No. 2 from the original proposal.
    \7\ See Securities Exchange Act Release No. 81440 (August 18, 
2017), 82 FR 40183 (August 24, 2017) (``Notice'').
    \8\ See Securities Exchange Act Release No. 81640 (September 15, 
2017), 82 FR 44229 (September 21, 2017) (``Order Instituting 
Proceedings'').
    \9\ See letter to Brent J. Fields, Commission, from Cleary 
Gottlieb Steen & Hamilton, dated October 12, 2017.
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    Section 19(b)(2) of the Act \10\ provides that, after initiating 
proceedings, the Commission shall issue an order approving or 
disapproving the proposed rule change not later than 180 days after the 
date of publication of notice of the filing of the proposed rule 
change. The Commission may extend the period for issuing an order 
approving or disapproving the proposed rule change, however, by not 
more than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination. The 
proposed rule change was published for notice and comment in the 
Federal Register on June 20, 2017.\11\ The 180th day after publication 
of the Original Notice is December 17, 2017. The Commission is 
extending the time period for approving or disapproving the proposal 
for an additional 60 days.
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    \10\ 15 U.S.C. 78s(b)(2).
    \11\ See supra note 3.
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    The Commission finds that it is appropriate to designate a longer 
period within which to issue an order approving or disapproving the 
proposed rule change so that it has sufficient time to consider the 
proposed rule change, as modified by Amendment No. 3. Accordingly, the 
Commission, pursuant to Section 19(b)(2) of the Act,\12\ designates 
February 15, 2018 as the date by which the Commission should either 
approve or disapprove the proposed rule change (File No. SR-NYSE-2017-
30), as modified by Amendment No. 3.
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    \12\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-27351 Filed 12-19-17; 8:45 am]
 BILLING CODE 8011-01-P