83_FR_12689 83 FR 12633 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Listing Rules Under Rule 14.11(d)(2)(K)(i) Related to Equity Index-Linked Securities

83 FR 12633 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Listing Rules Under Rule 14.11(d)(2)(K)(i) Related to Equity Index-Linked Securities

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 56 (March 22, 2018)

Page Range12633-12635
FR Document2018-05795

Federal Register, Volume 83 Issue 56 (Thursday, March 22, 2018)
[Federal Register Volume 83, Number 56 (Thursday, March 22, 2018)]
[Notices]
[Pages 12633-12635]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-05795]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82895; File No. SR-CboeBZX-2018-020]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Its Listing Rules Under Rule 14.11(d)(2)(K)(i) Related to Equity Index-
Linked Securities

March 16, 2018.
    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 March 8, 2018, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange has designated this 
proposal as a ``non-controversial'' proposed rule change pursuant to 
Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6)(iii)

[[Page 12634]]

thereunder,\4\ which renders it effective upon filing with the 
Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend its listing rules under Rule 
14.11(d)(2)(K)(i) related to Equity Index-Linked Securities.
    The text of the proposed rule change is available at the Exchange's 
website at www.markets.cboe.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 Exchange 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 these 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is submitting this proposal in order to bring its 
listing rules related to Equity Index-Linked Securities in line with 
those of NYSE Arca, Inc (``Arca'').\5\ Rule 14.11(d) sets forth certain 
rules related to the listing and trading of Linked Securities (as 
defined therein) on the Exchange and Rule 14.11(d)(2)(K)(i) relates 
specifically to the generic listing standards applicable to Equity 
Index-Linked Securities.\6\ Specifically, Rule 14.11(d)(2)(K)(i)(a) 
provides that the index underlying a series of Equity Index-Linked 
Securities must include at least 10 component securities and meet the 
requirements of either Rule 14.11(d)(2)(K)(i)(a)(1) or (2). Rule 
14.11(d)(2)(K)(i)(a)(1) provides that an index must have been reviewed 
and approved for the trading of options or other derivatives by the 
Commission under Section 19(b)(2) of the Act and rules thereunder and 
the conditions set forth in the Commission's approval order, including 
comprehensive surveillance sharing agreements for non-U.S. stocks, 
continue to be satisfied. Rule 14.11(d)(2)(K)(i)(a)(2) provides certain 
quantitative standards related to the market cap, trading volume, 
rebalancing, concentration, and surveillance sharing. As noted above, 
where an index has at least 10 component securities and meets the 
criteria either Rule 14.11(d)(2)(K)(i)(a)(1) or (2), it meets the 
initial listing criteria for Equity Index-Linked Securities. Rule 
14.11(d)(2)(K)(i)(b) includes the continued listing criteria for Equity 
Index-Linked Securities and provides that the Exchange will consider 
suspension and will initiate delisting proceedings where the standards 
set forth in Rule 14.11(d)(2)(K)(i)(a) are not continuously met, with 
some additional concentration and trading volume criteria.
---------------------------------------------------------------------------

    \5\ See Arca Rule 5.2-E(j)(6)(B)(I).
    \6\ See Securities Exchange Act Release No. 65225 (August 30, 
2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018) (Order 
Approving Proposed Rule Change to Adopt Rules for the Qualification, 
Listing and Delisting of Companies on the Exchange).
---------------------------------------------------------------------------

    The Exchange proposes to amend Rule 14.11(d)(2)(K)(i) related to 
Equity Index-Linked Securities in order to make it substantively 
identical to the comparable rule on Arca. In particular, the Exchange 
is proposing to make certain changes to its rules consistent with 
Arca's rule such that: (i) Derivative Securities Products and Linked 
Securities will be excluded from several initial and continued listing 
criteria; (ii) the rule text makes clear that Rule 
14.11(d)(2)(K)(i)(a)(1) includes a series of Index Fund Shares approved 
by the Commission under Section 19(b)(2) of the Act; (iii) the existing 
trading volume requirement under Rule 14.11(d)(2)(K)(i)(a)(2)(B) is 
replaced with a more flexible trading volume standard; (iv) rules with 
standards applicable only to certain index weightings, including equal-
dollar, modified equal-dollar, capitalization-weighted, and modified 
capitalization-weighted, are eliminated; and (v) Rule 
14.11(d)(2)(K)(i)(a)(2)(G) provides that securities of a foreign issuer 
(including when they underlie ADRs) whose primary trading market 
outside the United States is not a member of the Intermarket 
Surveillance Group (``ISG'') or a party to a comprehensive surveillance 
sharing agreement with the Exchange will not in the aggregate represent 
more than 50% of the dollar weight of the index, and (a) the securities 
of any one such market may not represent more than 20% of the dollar 
weight of the index, and (b) the securities of any two such markets may 
not represent more than 33% of the dollar weight of the index.
    As noted above, the Exchange believes that these proposed changes 
are non-controversial because the changes would make the Exchange's 
listing rules related to Equity Index-Linked Securities substantively 
identical to the rules of another listing exchange and do not present 
any new or novel issues that have not been previously considered by the 
Commission.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \7\ in general and Section 6(b)(5) of the Act \8\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to, and perfect the 
mechanism of a free and open market and, in general, to protect 
investors and the public interest. Specifically, the Exchange believes 
that the proposal is designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to remove impediments to, and perfect the mechanism of a free and open 
market and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The proposed changes to Rule 14.11(d)(2)(K)(i) related to the 
listing of Equity Index-Linked Securities on the Exchange remain 
consistent with the Act because the proposed changes generally 
constitute minor modifications to the existing listing requirements 
that do not significantly change the scope or applicability of the 
listing standards. Further and as noted throughout this filing, the 
changes will make the Exchange's listing rules for Equity Index-Linked 
Securities substantively identical to those of Arca.
    As such, the Exchange believes that the proposal is designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, 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 because 
there are no substantive issues raised by this proposal that were not 
otherwise addressed by the Commission in the approvals of Arca's 
listing rules related to Equity Index-Linked Securities.

[[Page 12635]]

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 purpose of the Act. The Exchange believes that 
the proposal will allow the Exchange to better compete with Arca by 
putting the two exchanges on equal footing as it relates to listing 
standards applicable to Equity Index-Linked Securities.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing 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 for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 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.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \11\ normally 
does not become operative for 30 days after the date of its filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange requests 
that the Commission waive the 30-day operative delay so that the 
proposal may become operative immediately upon filing. The Exchange 
represents that waiver of the 30-day operative delay will allow the 
Exchange to immediately compete with respect to listing new series of 
Equity Index-Linked Securities on the Exchange. Because the proposed 
rules previously have been approved by the Commission for, and are 
substantively identical to those of, another listing exchange, the 
Commission believes that the proposal promotes competition with respect 
to the listing and trading of Equity Index-Linked Securities, and does 
not believe that the proposal raises any novel or unique regulatory 
issues.\13\ Therefore, the Commission believes that waiving the 30-day 
operative delay is consistent with the protection of investors and the 
public interest. The Commission hereby waives the 30-day operative 
delay and designates the proposed rule change operative upon 
filing.\14\
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ See supra note 5.
    \14\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule change should be approved or disapproved.

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-CboeBZX-2018-020 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-CboeBZX-2018-020. 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 website (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 website 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-CboeBZX-2018-020, and should be 
submitted on or before April 12, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-05795 Filed 3-21-18; 8:45 am]
BILLING CODE 8011-01-P



                                                                              Federal Register / Vol. 83, No. 56 / Thursday, March 22, 2018 / Notices                                                  12633

                                               after the date of publication of the                     Time’’) pursuant to Rule 161 of the                   and Exchange Commission
                                               notice in the Federal Register in order                  Commission’s Rules of Practice 1 to                   (‘‘Commission’’) pursuant to Section
                                               to facilitate the clearing of the Standard               extend to April 12, 2018, the time                    11A of the of the Securities Exchange
                                               European Senior Non-Preferred                            previously provided for the in the                    Act of 1934 1 (the ‘‘Exchange Act’’) and
                                               Financial Corporate transaction type,                    Commission’s March 1, 2018, Order                     Rule 608 thereunder,2 Amendment No.
                                               which the Commission understands                         Granting Petitions for Review and                     4 to the CAT NMS Plan to add a fee
                                               market participants will commence                        Scheduling Filing of Statements.2 On                  schedule to the CAT NMS Plan that
                                               trading beginning on March 20, 2018 30                   March 15, 2018, Cboe BZX Exchange,                    would set forth fees to be paid by the
                                               and which are tied to European capital                   Inc. filed a response stating that it does            Participants to fund the Consolidated
                                               and resolution regulations.                              not object to the Motion for an                       Audit Trail.3 A Notice of Filing and
                                                                                                        Extension of Time.                                    Immediate Effectiveness of Amendment
                                               IV. Conclusion                                             Extensions of time are disfavored                   No. 4 was published for comment in the
                                                  On the basis of the foregoing, the                    absent a showing of good cause. It                    Federal Register on January 11, 2018.4
                                               Commission finds that the proposed                       appears appropriate to grant the                         The Commission is publishing this
                                               rule change is consistent with the                       requested extension. Therefore,                       notice to reflect that on January 11,
                                               requirements of the Act and in                             It is Ordered, that the Motion for an               2018, prior to the end of the 60-day
                                               particular with the requirements of                      Extension of Time is hereby Granted.                  period provided for in Exchange Act
                                               Section 17A of the Act,31 and Rules                      The time for any party or other person                Rule 608(b)(iii), the Participants
                                               17Ad–22(b)(2), (b)((3), (e)(4)(ii), and                  to file a statement in support of or in               withdrew the Amendment.5
                                               (e)(6)(i) thereunder.32                                  opposition to the action made pursuant
                                                                                                                                                                By the Commission.
                                                  It Is Therefore Ordered pursuant to                   to delegated authority is extended from
                                               Section 19(b)(2) of the Act 33 that the                  March 22, 2018 to April 12, 2018.                     Eduardo A. Aleman,
                                               proposed rule change (SR–ICEEU–2018–                                                                           Assistant Secretary.
                                                                                                          For the Commission, by its Secretary,
                                               002) be, and hereby is, approved on an                   pursuant to delegated authority.3                     [FR Doc. 2018–05790 Filed 3–21–18; 8:45 am]
                                               accelerated basis.34                                     Eduardo A. Aleman,                                    BILLING CODE 8011–01–P

                                                 For the Commission, by the Division of                 Assistant Secretary.
                                               Trading and Markets, pursuant to delegated               [FR Doc. 2018–05791 Filed 3–21–18; 8:45 am]
                                               authority.35                                                                                                   SECURITIES AND EXCHANGE
                                                                                                        BILLING CODE 8011–01–P                                COMMISSION
                                               Eduardo A. Aleman,
                                               Assistant Secretary.
                                                                                                                                                              [Release No. 34–82895; File No. SR-
                                               [FR Doc. 2018–05793 Filed 3–21–18; 8:45 am]              SECURITIES AND EXCHANGE                               CboeBZX–2018–020]
                                               BILLING CODE 8011–01–P                                   COMMISSION
                                                                                                        [Release No. 34–82892; File No. 4–698]                Self-Regulatory Organizations; Cboe
                                                                                                                                                              BZX Exchange, Inc.; Notice of Filing
                                               SECURITIES AND EXCHANGE                                  Joint Industry Plan; Notice of                        and Immediate Effectiveness of a
                                               COMMISSION                                               Withdrawal of Amendment No. 4 to the                  Proposed Rule Change To Amend Its
                                               [Release No. 82896]                                      National Market System Plan                           Listing Rules Under Rule
                                                                                                        Governing the Consolidated Audit Trail                14.11(d)(2)(K)(i) Related to Equity
                                               Order Granting Motion for Extension of                                                                         Index-Linked Securities
                                               Time                                                     March 16, 2018.
                                                                                                                                                              March 16, 2018.
                                                                                                        I. Introduction
                                               March 16, 2018.                                                                                                   Pursuant to Section 19(b)(1) of the
                                                 In the Matter of the Cboe BZX Exchange,                   On December 11, 2017, the Operating                Securities Exchange Act of 1934
                                               Inc. for an Order Granting the Approval of               Committee for CAT NMS, LLC (the                       (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                               Proposed Rule Change to Introduce Cboe                   ‘‘Company’’), on behalf of the parties to             notice is hereby given that on March 8,
                                               Market Close, a Closing Match Process for                the National Market System Plan                       2018, Cboe BZX Exchange, Inc.
                                               Non-BZX Listed Securities under New                      Governing the Consolidated Audit Trail                (‘‘Exchange’’ or ‘‘BZX’’) filed with the
                                               Exchange Rule 11.28 (File No. SR–BatsBZX–                (the ‘‘CAT NMS Plan’’): BOX Options
                                               2017–34); Securities Exchange Act Of 1934.
                                                                                                                                                              Securities and Exchange Commission
                                                                                                        Exchange LLC, Cboe BYX Exchange,                      (‘‘Commission’’) the proposed rule
                                                 On March 9, 2018, The Nasdaq Stock                     Inc., Cboe BZX Exchange, Inc., Cboe                   change as described in Items I and II
                                               Market LLC and NYSE Group, Inc. filed                    EDGA Exchange, Inc., Cboe EDGX                        below, which Items have been prepared
                                               a Motion for an Extension of Time to                     Exchange, Inc., Cboe C2 Exchange, Inc.,               by the Exchange. The Exchange has
                                               File Statements in Opposition to the                     Cboe Exchange, Inc., Chicago Stock                    designated this proposal as a ‘‘non-
                                               Action Made Pursuant to Delegated                        Exchange, Inc., Financial Industry                    controversial’’ proposed rule change
                                               Authority (‘‘Motion for an Extension of                  Regulatory Authority, Inc., Investors’                pursuant to Section 19(b)(3)(A) of the
                                                                                                        Exchange LLC, Miami International                     Act 3 and Rule 19b–4(f)(6)(iii)
                                                  30 See IHS Markit iTraxx Europe Rule
                                                                                                        Securities Exchange, LLC, MIAX
                                               Announcement, February 6, 2018 (stating that for
                                               iTraxx Europe Series 29, for French bank OpCos
                                                                                                        PEARL, LLC, Nasdaq BX, Inc., Nasdaq                     1 15 U.S.C. 78k–1.
                                               that qualify for inclusion in the index, the senior      GEMX, LLC, Nasdaq ISE, LLC, Nasdaq                      2 17 CFR 242.608.
                                               non-preferred reference obligations will be selected     MRX, LLC, Nasdaq PHLX LLC, The                          3 See Letter from Michael Simon, Chair, CAT

                                               if available).                                           Nasdaq Stock Market LLC, New York                     NMS Plan Operating Committee, to Brent J. Fields,
                                                  31 15 U.S.C. 78q–1.                                                                                         Secretary, Commission, dated December 11, 2017.
                                                                                                        Stock Exchange LLC, NYSE American,
daltland on DSKBBV9HB2PROD with NOTICES




                                                  32 17 CFR 240.17Ad–22(b)(2), (b)(3), (e)(4)(ii) and                                                           4 See Exchange Act Release No. 82451 (January 5,

                                               (e)(6)(i).
                                                                                                        LLC and NYSE Arca, Inc., (the                         2018), 83 FR 1399 (January 11, 2018).
                                                  33 15 U.S.C. 78s(b)(2).                               ‘‘Participants’’) filed with the Securities             5 See Letter from Michael Simon, Chair, CAT

                                                  34 In approving the proposed rule change, the                                                               NMS Plan Operating Committee, to Brent J. Fields,
                                               Commission considered the proposal’s impact on             1 17   CFR 201.161.                                 Secretary, Commission, dated January 10, 2018.
                                                                                                                                                                1 15 U.S.C. 78s(b)(1).
                                               efficiency, competition, and capital formation. 15         2 Exchange   Act Release No. 82794 (March 1,
                                               U.S.C. 78c(f).                                           2018).                                                  2 17 CFR 240.19b–4.
                                                  35 17 CFR 200.30–3(a)(12).                              3 17 CFR 200.30–7(a)(4).                              3 15 U.S.C. 78s(b)(3)(A).




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                                               12634                        Federal Register / Vol. 83, No. 56 / Thursday, March 22, 2018 / Notices

                                               thereunder,4 which renders it effective                 approved for the trading of options or                not represent more than 33% of the
                                               upon filing with the Commission. The                    other derivatives by the Commission                   dollar weight of the index.
                                               Commission is publishing this notice to                 under Section 19(b)(2) of the Act and                   As noted above, the Exchange
                                               solicit comments on the proposed rule                   rules thereunder and the conditions set               believes that these proposed changes are
                                               change from interested persons.                         forth in the Commission’s approval                    non-controversial because the changes
                                               I. Self-Regulatory Organization’s                       order, including comprehensive                        would make the Exchange’s listing rules
                                               Statement of the Terms of Substance of                  surveillance sharing agreements for non-              related to Equity Index-Linked
                                               the Proposed Rule Change                                U.S. stocks, continue to be satisfied.                Securities substantively identical to the
                                                                                                       Rule 14.11(d)(2)(K)(i)(a)(2) provides
                                                  The Exchange filed a proposal to                                                                           rules of another listing exchange and do
                                                                                                       certain quantitative standards related to
                                               amend its listing rules under Rule                                                                            not present any new or novel issues that
                                                                                                       the market cap, trading volume,
                                               14.11(d)(2)(K)(i) related to Equity Index-                                                                    have not been previously considered by
                                                                                                       rebalancing, concentration, and
                                               Linked Securities.                                                                                            the Commission.
                                                                                                       surveillance sharing. As noted above,
                                                  The text of the proposed rule change                 where an index has at least 10                        2. Statutory Basis
                                               is available at the Exchange’s website at               component securities and meets the
                                               www.markets.cboe.com, at the principal                  criteria either Rule 14.11(d)(2)(K)(i)(a)(1)             The Exchange believes that the
                                               office of the Exchange, and at the                      or (2), it meets the initial listing criteria         proposal is consistent with Section 6(b)
                                               Commission’s Public Reference Room.                     for Equity Index-Linked Securities. Rule              of the Act 7 in general and Section
                                               II. Self-Regulatory Organization’s                      14.11(d)(2)(K)(i)(b) includes the                     6(b)(5) of the Act 8 in particular in that
                                               Statement of the Purpose of, and                        continued listing criteria for Equity                 it is designed to prevent fraudulent and
                                               Statutory Basis for, the Proposed Rule                  Index-Linked Securities and provides                  manipulative acts and practices, to
                                               Change                                                  that the Exchange will consider                       promote just and equitable principles of
                                                  In its filing with the Commission, the               suspension and will initiate delisting                trade, to remove impediments to, and
                                               Exchange included statements                            proceedings where the standards set                   perfect the mechanism of a free and
                                               concerning the purpose of and basis for                 forth in Rule 14.11(d)(2)(K)(i)(a) are not            open market and, in general, to protect
                                               the proposed rule change and discussed                  continuously met, with some additional                investors and the public interest.
                                               any comments it received on the                         concentration and trading volume                      Specifically, the Exchange believes that
                                               proposed rule change. The text of these                 criteria.                                             the proposal is designed to prevent
                                               statements may be examined at the                         The Exchange proposes to amend                      fraudulent and manipulative acts and
                                               places specified in Item IV below. The                  Rule 14.11(d)(2)(K)(i) related to Equity              practices, to promote just and equitable
                                               Exchange has prepared summaries, set                    Index-Linked Securities in order to                   principles of trade, to remove
                                               forth in Sections A, B, and C below, of                 make it substantively identical to the                impediments to, and perfect the
                                               the most significant parts of such                      comparable rule on Arca. In particular,               mechanism of a free and open market
                                               statements.                                             the Exchange is proposing to make                     and, in general, to protect investors and
                                                                                                       certain changes to its rules consistent               the public interest.
                                               A. Self-Regulatory Organization’s
                                                                                                       with Arca’s rule such that: (i) Derivative               The proposed changes to Rule
                                               Statement of the Purpose of, and
                                                                                                       Securities Products and Linked                        14.11(d)(2)(K)(i) related to the listing of
                                               Statutory Basis for, the Proposed Rule
                                                                                                       Securities will be excluded from several              Equity Index-Linked Securities on the
                                               Change
                                                                                                       initial and continued listing criteria; (ii)          Exchange remain consistent with the
                                               1. Purpose                                              the rule text makes clear that Rule                   Act because the proposed changes
                                                  The Exchange is submitting this                      14.11(d)(2)(K)(i)(a)(1) includes a series             generally constitute minor
                                               proposal in order to bring its listing                  of Index Fund Shares approved by the                  modifications to the existing listing
                                               rules related to Equity Index-Linked                    Commission under Section 19(b)(2) of
                                                                                                                                                             requirements that do not significantly
                                               Securities in line with those of NYSE                   the Act; (iii) the existing trading volume
                                                                                                                                                             change the scope or applicability of the
                                               Arca, Inc (‘‘Arca’’).5 Rule 14.11(d) sets               requirement under Rule
                                                                                                                                                             listing standards. Further and as noted
                                               forth certain rules related to the listing              14.11(d)(2)(K)(i)(a)(2)(B) is replaced
                                                                                                                                                             throughout this filing, the changes will
                                               and trading of Linked Securities (as                    with a more flexible trading volume
                                                                                                                                                             make the Exchange’s listing rules for
                                               defined therein) on the Exchange and                    standard; (iv) rules with standards
                                                                                                                                                             Equity Index-Linked Securities
                                               Rule 14.11(d)(2)(K)(i) relates specifically             applicable only to certain index
                                                                                                                                                             substantively identical to those of Arca.
                                               to the generic listing standards                        weightings, including equal-dollar,
                                               applicable to Equity Index-Linked                       modified equal-dollar, capitalization-                   As such, the Exchange believes that
                                               Securities.6 Specifically, Rule                         weighted, and modified capitalization-                the proposal is designed to prevent
                                               14.11(d)(2)(K)(i)(a) provides that the                  weighted, are eliminated; and (v) Rule                fraudulent and manipulative acts and
                                               index underlying a series of Equity                     14.11(d)(2)(K)(i)(a)(2)(G) provides that              practices, to promote just and equitable
                                               Index-Linked Securities must include at                 securities of a foreign issuer (including             principles of trade, to remove
                                               least 10 component securities and meet                  when they underlie ADRs) whose                        impediments to and perfect the
                                               the requirements of either Rule                         primary trading market outside the                    mechanism of a free and open market
                                               14.11(d)(2)(K)(i)(a)(1) or (2). Rule                    United States is not a member of the                  and a national market system, and, in
                                               14.11(d)(2)(K)(i)(a)(1) provides that an                Intermarket Surveillance Group (‘‘ISG’’)              general, to protect investors and the
                                               index must have been reviewed and                       or a party to a comprehensive                         public interest because there are no
                                                                                                       surveillance sharing agreement with the               substantive issues raised by this
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                                                 4 17 CFR 240.19b–4(f)(6)(iii).                        Exchange will not in the aggregate                    proposal that were not otherwise
                                                 5 See Arca Rule 5.2–E(j)(6)(B)(I).                    represent more than 50% of the dollar                 addressed by the Commission in the
                                                 6 See Securities Exchange Act Release No. 65225       weight of the index, and (a) the                      approvals of Arca’s listing rules related
                                               (August 30, 2011), 76 FR 55148 (September 6, 2011)      securities of any one such market may                 to Equity Index-Linked Securities.
                                               (SR–BATS–2011–018) (Order Approving Proposed
                                               Rule Change to Adopt Rules for the Qualification,
                                                                                                       not represent more than 20% of the
                                               Listing and Delisting of Companies on the               dollar weight of the index, and (b) the                 7 15   U.S.C. 78f.
                                               Exchange).                                              securities of any two such markets may                  8 15   U.S.C. 78f(b)(5).



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                                                                              Federal Register / Vol. 83, No. 56 / Thursday, March 22, 2018 / Notices                                                 12635

                                               B. Self-Regulatory Organization’s                         promotes competition with respect to                 communications relating to the
                                               Statement on Burden on Competition                        the listing and trading of Equity Index-             proposed rule change between the
                                                 The Exchange does not believe that                      Linked Securities, and does not believe              Commission and any person, other than
                                               the proposed rule change will impose                      that the proposal raises any novel or                those that may be withheld from the
                                               any burden on competition that is not                     unique regulatory issues.13 Therefore,               public in accordance with the
                                               necessary or appropriate in furtherance                   the Commission believes that waiving                 provisions of 5 U.S.C. 552, will be
                                               of the purpose of the Act. The Exchange                   the 30-day operative delay is consistent             available for website viewing and
                                               believes that the proposal will allow the                 with the protection of investors and the             printing in the Commission’s Public
                                               Exchange to better compete with Arca                      public interest. The Commission hereby               Reference Room, 100 F Street NE,
                                               by putting the two exchanges on equal                     waives the 30-day operative delay and                Washington, DC 20549 on official
                                               footing as it relates to listing standards                designates the proposed rule change                  business days between the hours of
                                               applicable to Equity Index-Linked                         operative upon filing.14                             10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                            At any time within 60 days of the                 filing also will be available for
                                               Securities.
                                                                                                         filing of the proposed rule change, the              inspection and copying at the principal
                                               C. Self-Regulatory Organization’s                         Commission summarily may                             office of the Exchange. All comments
                                               Statement on Comments on the                              temporarily suspend such rule change if              received will be posted without change.
                                               Proposed Rule Change Received From                        it appears to the Commission that such               Persons submitting comments are
                                               Members, Participants, or Others                          action is: (i) Necessary or appropriate in           cautioned that we do not redact or edit
                                                 The Exchange has neither solicited                      the public interest; (ii) for the protection         personal identifying information from
                                               nor received written comments on the                      of investors; or (iii) otherwise in                  comment submissions. You should
                                               proposed rule change.                                     furtherance of the purposes of the Act.              submit only information that you wish
                                                                                                         If the Commission takes such action, the             to make available publicly. All
                                               III. Date of Effectiveness of the                         Commission shall institute proceedings               submissions should refer to File
                                               Proposed Rule Change and Timing for                       to determine whether the proposed rule               Number SR–CboeBZX–2018–020, and
                                               Commission Action                                         change should be approved or                         should be submitted on or before April
                                                  Because the foregoing proposed rule                    disapproved.                                         12, 2018.
                                               change does not: (i) Significantly affect                 IV. Solicitation of Comments                           For the Commission, by the Division of
                                               the protection of investors or the public                                                                      Trading and Markets, pursuant to delegated
                                                                                                           Interested persons are invited to                  authority.15
                                               interest; (ii) impose any significant
                                                                                                         submit written data, views, and                      Eduardo A. Aleman,
                                               burden on competition; and (iii) become
                                                                                                         arguments concerning the foregoing,
                                               operative for 30 days from the date on                    including whether the proposed rule
                                                                                                                                                              Assistant Secretary.
                                               which it was filed, or such shorter time                  change is consistent with the Act.                   [FR Doc. 2018–05795 Filed 3–21–18; 8:45 am]
                                               as the Commission may designate, it has                   Comments may be submitted by any of                  BILLING CODE 8011–01–P
                                               become effective pursuant to Section                      the following methods:
                                               19(b)(3)(A) of the Act 9 and Rule 19b–
                                               4(f)(6) thereunder.10                                     Electronic Comments                                  SECURITIES AND EXCHANGE
                                                  A proposed rule change filed under                       • Use the Commission’s internet                    COMMISSION
                                               Rule 19b–4(f)(6) 11 normally does not                     comment form (http://www.sec.gov/
                                               become operative for 30 days after the                                                                         Submission for OMB Review;
                                                                                                         rules/sro.shtml); or
                                               date of its filing. However, pursuant to                    • Send an email to rule-comments@                  Comment Request
                                               Rule 19b–4(f)(6)(iii),12 the Commission                   sec.gov. Please include File Number SR–              Upon Written Request Copies Available
                                               may designate a shorter time if such                      CboeBZX–2018–020 on the subject line.                 From: Securities and Exchange
                                               action is consistent with the protection                                                                        Commission, Office of FOIA Services,
                                               of investors and the public interest. The                 Paper Comments
                                                                                                                                                               100 F Street NE, Washington, DC
                                               Exchange requests that the Commission                        • Send paper comments in triplicate                20549–2736.
                                               waive the 30-day operative delay so that                  to Secretary, Securities and Exchange
                                                                                                                                                              Extension:
                                               the proposal may become operative                         Commission, 100 F Street NE,
                                                                                                                                                                Form F–6, SEC File No. 270–270, OMB
                                               immediately upon filing. The Exchange                     Washington, DC 20549–1090.                               Control No. 3235–0292
                                               represents that waiver of the 30-day                      All submissions should refer to File
                                               operative delay will allow the Exchange                   Number SR–CboeBZX–2018–020. This                        Notice is hereby given that, pursuant
                                               to immediately compete with respect to                    file number should be included on the                to the Paperwork Reduction Act of 1995
                                               listing new series of Equity Index-                       subject line if email is used. To help the           (44 U.S.C. 3501 et seq.), the Securities
                                               Linked Securities on the Exchange.                        Commission process and review your                   and Exchange Commission
                                               Because the proposed rules previously                     comments more efficiently, please use                (‘‘Commission’’) has submitted to the
                                                                                                                                                              Office of Management and Budget this
                                               have been approved by the Commission                      only one method. The Commission will
                                                                                                                                                              request for extension of the previously
                                               for, and are substantively identical to                   post all comments on the Commission’s
                                                                                                                                                              approved collection of information
                                               those of, another listing exchange, the                   internet website (http://www.sec.gov/
                                                                                                                                                              discussed below.
                                               Commission believes that the proposal                     rules/sro.shtml). Copies of the                         Form F–6 (17 CFR 239.36) is a form
                                                                                                         submission, all subsequent                           used by foreign companies to register
                                                 9 15  U.S.C. 78s(b)(3)(A).                              amendments, all written statements                   the offer and sale of American
                                                 10 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–      with respect to the proposed rule                    Depositary Receipts (ADRs) under the
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                                               4(f)(6) requires a self-regulatory organization to give
                                               the Commission written notice of its intent to file
                                                                                                         change that are filed with the                       Securities Act of 1933 (15 U.S.C. 77a et
                                               the proposed rule change at least five business days      Commission, and all written                          seq.). Form F–6 requires disclosure of
                                               prior to the date of filing of the proposed rule                                                               information regarding the terms of the
                                               change, or such shorter time as designated by the           13 Seesupra note 5.
                                               Commission. The Exchange has satisfied this                 14 For
                                                                                                                                                              depository bank, fees charged, and a
                                                                                                                 purposes only of waiving the 30-day
                                               requirement.                                              operative delay, the Commission has considered the   description of the ADRs. No special
                                                 11 17 CFR 240.19b–4(f)(6).
                                                                                                         proposed rule’s impact on efficiency, competition,
                                                 12 17 CFR 240.19b–4(f)(6)(iii).                         and capital formation. See 15 U.S.C. 78c(f).           15 17   CFR 200.30–3(a)(12).



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Document Created: 2018-03-22 01:25:21
Document Modified: 2018-03-22 01:25:21
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 Citation83 FR 12633 

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