82_FR_60685 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

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)

Page Range60442-60442
FR Document2017-27351

Federal Register, Volume 82 Issue 243 (Wednesday, 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

60442 Federal Register / Vol. 82, No. 243 / Wednesday, December 20, 2017 / Notices 10:00 a.m. and 3:00 p.m. Copies of the party of $250 million in market value of change, which superseded and replaced filing also will be available for publicly-held shares; (ii) amend Rule 15 the proposed rule change in its entirety. inspection and copying at the principal to add a Reference Price for when a Section 19(b)(2) of the Act 10 provides office of the Exchange. All comments security is listed under Footnote (E) to that, after initiating proceedings, the received will be posted without change. Section 102.01B; (iii) amend Rule 104 to Commission shall issue an order Persons submitting comments are specify Designated Market Maker approving or disapproving the proposed cautioned that we do not redact or edit (‘‘DMM’’) requirements when a security personal identifying information from rule change not later than 180 days after is listed under Footnote (E) to Section the date of publication of notice of the comment submissions. You should 102.01B and there has been no trading submit only information that you wish filing of the proposed rule change. The in the private market for such security; to make available publicly. All Commission may extend the period for and (iv) amend Rule 123D to specify submissions should refer to File issuing an order approving or that the Exchange may declare a Number SR–GEMX–2017–56 and disapproving the proposed rule change, regulatory halt in a security that is the should be submitted on or before however, by not more than 60 days if subject of an initial listing on the January 10, 2018. the Commission determines that a Exchange. For the Commission, by the Division of longer period is appropriate and Trading and Markets, pursuant to delegated The proposed rule change was publishes the reasons for such authority.12 published for comment in the Federal determination. The proposed rule Eduardo A. Aleman, Register on June 20, 2017.3 The change was published for notice and Assistant Secretary. Commission received one comment in comment in the Federal Register on response to the Original Notice.4 The June 20, 2017.11 The 180th day after [FR Doc. 2017–27347 Filed 12–19–17; 8:45 am] Exchange filed Amendment No. 1 to the publication of the Original Notice is BILLING CODE 8011–01–P proposed rule change on July 28, 2017, December 17, 2017. The Commission is which, as noted below, was later extending the time period for approving SECURITIES AND EXCHANGE withdrawn. On August 3, 2017, the or disapproving the proposal for an COMMISSION Commission extended the time period additional 60 days. within which to approve the proposed [Release No. 34–82332; File No. SR–NYSE– rule change, disapprove the proposed The Commission finds that it is 2017–30] appropriate to designate a longer period rule change, or institute proceedings to determine whether to approve or within which to issue an order Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of disapprove the proposed rule change to approving or disapproving the proposed Designation of Longer Period for September 18, 2017.5 rule change so that it has sufficient time Commission Action on Proceedings To On August 16, 2017, the Exchange to consider the proposed rule change, as Determine Whether To Approve or withdrew Amendment No. 1 and filed modified by Amendment No. 3. Disapprove a Proposed Rule Change, Amendment No. 2 to the proposed rule Accordingly, the Commission, pursuant as Modified by Amendment No. 3, To change, which superseded and replaced to Section 19(b)(2) of the Act,12 Amend Section 102.01B of the NYSE the proposed rule change in its designates February 15, 2018 as the date Listed Company Manual To Provide for entirety.6 The Commission published by which the Commission should either the Listing of Companies That List Amendment No. 2 for comment in the approve or disapprove the proposed Without a Prior Exchange Act Federal Register on August 24, 2017.7 rule change (File No. SR–NYSE–2017– Registration and That Are Not Listing On September 15, 2017, the 30), as modified by Amendment No. 3. in Connection With an Underwritten Commission instituted proceedings to For the Commission, by the Division of Initial Public Offering and Related determine whether to approve or Trading and Markets, pursuant to delegated Changes to Rules 15, 104, and 123D disapprove the proposed rule change, as authority.13 December 14, 2017. modified by Amendment No. 2.8 Eduardo A. Aleman, On June 13, 2017, the New York Stock Following the Order Instituting Assistant Secretary. Exchange LLC (‘‘NYSE’’ or the Proceedings, the Commission received [FR Doc. 2017–27351 Filed 12–19–17; 8:45 am] ‘‘Exchange’’) filed with the Securities one additional comment letter.9 On and Exchange Commission December 8, 2017, the Exchange filed BILLING CODE 8011–01–P (‘‘Commission’’), pursuant to Section Amendment No. 3 to the proposed rule 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and 3 See Securities Exchange Act Release No. 80933 Rule 19b–4 thereunder,2 a proposed rule (June 15, 2017), 82 FR 28200 (June 20, 2017) (‘‘Original Notice’’). change to amend Section 102.01B of the 4 See letter to the Commission from James J. NYSE Listed Company Manual to Angel, Ph.D., CFA, Georgetown University, dated modify the provisions relating to the July 28, 2017. qualification of companies listing 5 See Securities Exchange Act Release No. 81309 without a prior Exchange Act (August 3, 2017), 82 FR 37244 (August 9, 2017). 6 See Notice, infra note 7, at n. 8, which describes registration in connection with an the changes proposed in Amendment No. 2 from underwritten initial public offering. The the original proposal. sradovich on DSK3GMQ082PROD with NOTICES proposal also would (i) eliminate the 7 See Securities Exchange Act Release No. 81440 requirement to have a private placement (August 18, 2017), 82 FR 40183 (August 24, 2017) market trading price if there is a (‘‘Notice’’). 8 See Securities Exchange Act Release No. 81640 valuation from an independent third- (September 15, 2017), 82 FR 44229 (September 21, 10 15 U.S.C. 78s(b)(2). 2017) (‘‘Order Instituting Proceedings’’). 12 17 11 See supra note 3. CFR 200.30–3(a)(12). 9 See letter to Brent J. Fields, Commission, from 1 15 U.S.C. 78s(b)(1). 12 15 U.S.C. 78s(b)(2). Cleary Gottlieb Steen & Hamilton, dated October 12, 2 17 CFR 240.19b–4. 2017. 13 17 CFR 200.30–3(a)(57). VerDate Sep<11>2014 21:36 Dec 19, 2017 Jkt 244001 PO 00000 Frm 00074 Fmt 4703 Sfmt 9990 E:\FR\FM\20DEN1.SGM 20DEN1


Document Created: 2018-10-25 10:58:04
Document Modified: 2018-10-25 10:58:04
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 60442 
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