83_FR_13038 83 FR 12980 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll) To Establish How the Official Closing Price Would Be Determined for an Exchange-Listed Security That Is a Derivative Securities Product if the Exchange Does Not Conduct a Closing Auction or if a Closing Auction Trade Is Less Than a Round Lot

83 FR 12980 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll) To Establish How the Official Closing Price Would Be Determined for an Exchange-Listed Security That Is a Derivative Securities Product if the Exchange Does Not Conduct a Closing Auction or if a Closing Auction Trade Is Less Than a Round Lot

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 58 (March 26, 2018)

Page Range12980-12982
FR Document2018-06014

Federal Register, Volume 83 Issue 58 (Monday, March 26, 2018)
[Federal Register Volume 83, Number 58 (Monday, March 26, 2018)]
[Notices]
[Pages 12980-12982]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-06014]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82907; File No. SR-NYSEArca-2018-08]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a 
Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll) To Establish How 
the Official Closing Price Would Be Determined for an Exchange-Listed 
Security That Is a Derivative Securities Product if the Exchange Does 
Not Conduct a Closing Auction or if a Closing Auction Trade Is Less 
Than a Round Lot

March 20, 2018.

I. Introduction

    On January 19, 2018, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend NYSE Arca Rule 1.1(ll) to establish how 
the Official Closing Price \3\ would be determined for an Exchange-
listed security that is a Derivative Securities Product \4\ if the

[[Page 12981]]

Exchange does not conduct a Closing Auction \5\ or if a Closing Auction 
trade is less than a round lot. The proposed rule change was published 
for comment in the Federal Register on February 6, 2018.\6\ The 
Commission received no comment letters on the proposed rule change. 
This order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See NYSE Arca Rule 1.1(ll) for a definition of Official 
Closing Price.
    \4\ With respect to equities traded on the Exchange, the term 
``Derivative Securities Product'' means a security that meets the 
definition of ``derivative securities product'' in Rule 19b-4(e) 
under the Act. See NYSE Arca Rule 1.1(k). For purposes of Rule 19b-
4(e), a ``derivative securities product'' means any type of option, 
warrant, hybrid securities product or any other security, other than 
a single equity option or a security futures product, whose value is 
based, in whole or in part, upon the performance of, or interest, 
in, an underlying instrument. 17 CFR 240.19b-4(e).
    \5\ See NYSE Arca Rule 7.35-E(d) for further information on how 
the Closing Auctions would function on the Exchange.
    \6\ See Securities Exchange Act Release No. 82608 (January 31, 
2018), 83 FR 5284 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    Current NYSE Arca Rule 1.1(ll)(1) provides how the Exchange 
establishes the ``Official Closing Price'' for Auction-Eligible 
Securities,\7\ which is used for purposes of NYSE Arca Rule 7-E.\8\ 
Specifically, the Official Closing Price for Auction-Eligible 
Securities is the price established in a Closing Auction of one round 
lot or more on a trading day.\9\ If there is no Closing Auction or if a 
Closing Auction trade is less than a round lot on a trading day, the 
Official Closing Price is the most recent consolidated last-sale 
eligible trade during Core Trading Hours \10\ on that trading day. If 
there were no consolidated last-sale eligible trades during Core 
Trading Hours on that trading day, the Official Closing Price will be 
the prior trading day's Official Closing Price.\11\ For a security that 
has transferred listing to NYSE Arca and does not have any consolidated 
last-sale eligible trades on its first trading day, the Official 
Closing Price will be the prior day's closing price disseminated by the 
former primary listing market.\12\ For a security that is a new listing 
and does not have any consolidated last-sale eligible trades on its 
first trading day, the Official Closing Price will be based on a 
derived last-sale associated with the price of such security before it 
begins trading on the Exchange.\13\
---------------------------------------------------------------------------

    \7\ For purposes of the Closing Auction, an ``Auction-Eligible 
Security'' is defined to mean all securities for which the Exchange 
is the primary listing market and UTP Securities designated by the 
Exchange. See NYSE Arca Rule 7.35-E(a)(1).
    \8\ In NYSE Arca Rule 7-E, the Exchange uses the Official 
Closing Price for three purposes: (1) to determine the Auction 
Reference Price for a security, as provided for in NYSE Arca Rule 
7.35-E(a)(8)(A); (2) to determine the Trading Collar for a security 
if there is no consolidated last-sale price on the same trading day, 
as provided for in NYSE Arca Rule 7.31-E(a)(1)(B)(i); and (3) for 
securities listed on the Exchange only, for purposes of determining 
whether to trigger a Short Sale Price Test, as defined under NYSE 
Arca Rule 7.16-E(f)(2).
    \9\ See NYSE Arca Rule 1.1(ll)(1).
    \10\ The term ``Core Trading Hours'' means the hours of 9:30 
a.m. Eastern Time through 4:00 p.m. Eastern Time or such other hours 
as may be determined by the Exchange from time to time. See NYSE 
Arca Rule 1.1(j).
    \11\ See NYSE Arca Rule 1.1(ll)(1)(A).
    \12\ See NYSE Arca Rule 1.1(ll)(1)(B).
    \13\ See NYSE Arca Rule 1.1(ll)(1)(C).
---------------------------------------------------------------------------

    The Exchange proposes to amend how the Official Closing Price for 
an Exchange-listed security that is a Derivative Securities Product 
would be determined if the Exchange does not conduct a Closing Auction 
or if a Closing Auction trade is less than a round lot.\14\ The 
Exchange proposes that the Official Closing Price for such securities 
would be comprised of both a time-weighted average price (``TWAP'') of 
the midpoint of the NBBO \15\ over the last five minutes of trading 
before the end of Core Trading Hours and any last-sale eligible trades 
during that period.
---------------------------------------------------------------------------

    \14\ According to the Exchange, if a security is thinly traded 
or generally illiquid, the Official Closing Price for such security 
will currently be based on a last-sale trade that may be hours, 
days, or months old and may not be indicative of the true and 
current value of the security. See Notice, supra note 6, at 5285.
    \15\ The term ``NBBO'' means the national best bid or offer. See 
NYSE Arca Rule 1.1(dd).
---------------------------------------------------------------------------

    Specifically, if the Official Closing Price for an Exchange-listed 
security that is a Derivative Securities Product cannot be determined 
under proposed NYSE Arca Rule 1.1(ll)(1)(A) (i.e., if the Exchange does 
not conduct a Closing Auction or if a Closing Auction trade is less 
than a round lot), the Official Closing Price for such security would 
be derived by adding a percentage of the TWAP of the NBBO midpoint 
measured over the last five minutes before the end of Core Trading 
Hours and a percentage of the last consolidated last-sale eligible 
trade before the end of Core Trading Hours on that trading day, and the 
percentages assigned to each would depend on when the last consolidated 
last-sale eligible trade occurred.\16\
---------------------------------------------------------------------------

    \16\ See proposed NYSE Arca Rule 1.1(ll)(1)(B).
---------------------------------------------------------------------------

    The Exchange proposes that, if the last consolidated last-sale 
eligible trade occurred:
    (i) Prior to 5 minutes before the end of Core Trading Hours, the 
TWAP would be given 100% weighting;
    (ii) between 5 minutes and 4 minutes before the end of Core Trading 
Hours, the TWAP will be given 40% weighting and the consolidated last-
sale eligible trade would be given 60% weighting;
    (iii) between 4 minutes and 3 minutes before the end of Core 
Trading Hours, the TWAP will be given 30% weighting and the 
consolidated last-sale eligible trade would be given 70% weighting;
    (iv) between 3 minutes and 2 minutes before the end of Core Trading 
Hours, the TWAP will be given 20% weighting and the consolidated last-
sale eligible trade would be given 80% weighting;
    (v) between 2 minutes and 1 minute before the end of Core Trading 
Hours, the TWAP will be given 10% weighting and the consolidated last-
sale eligible trade would be given 90% weighting; and
    (vi) during the last 1 minute before the end of Core Trading Hours, 
the TWAP will be given 0% weighting and the consolidated last-sale 
eligible trade would be given 100% weighting.
    If the Official Closing Price cannot be determined under proposed 
NYSE Arca Rule 1.1(ll)(1)(A) or (B), as described above, the most 
recent consolidated last-sale eligible trade during Core Trading Hours 
on that trading day would be the Official Closing Price.\17\ If there 
are no consolidated last-sale eligible trades during Core Trading Hours 
on that trading day, the Official Closing Price will be the prior 
trading day's Official Closing Price, as under the current rule.\18\
---------------------------------------------------------------------------

    \17\ See proposed NYSE Arca Rule 1.1(ll)(1)(C).
    \18\ See proposed NYSE Arca Rule 1.1(ll)(1)(D). Current NYSE 
Arca Rule 1.1(ll)(1)(B) and (C) will similarly continue to apply as 
renumbered proposed Arca Rule 1.1(ll)(1)(E) and (F).
---------------------------------------------------------------------------

    The Exchange states that it will implement the proposed rule change 
no later than 120 days after this approval of the proposed rule change 
and will announce the implementation date via Trader Update.\19\
---------------------------------------------------------------------------

    \19\ See Notice, supra note 6, at 5285.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\20\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\21\ which 
requires, among other things, that the rules of a national securities 
exchange be designed to promote just and equitable principles of trade, 
to foster cooperation and coordination with persons engaged in 
regulating 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, 
and not be designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.

[[Page 12982]]

The Commission also finds that the proposed rule change is consistent 
with Section 6(b)(8) of the Act,\22\ which requires that the rules of 
an exchange not impose any burden on competition that is not necessary 
or appropriate in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \20\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The proposal would set forth the procedures governing how the 
Exchange would determine the Official Closing Price in Exchange-listed 
securities that are Derivative Securities Products when the Exchange 
does not conduct a Closing Auction or if a Closing Auction trade is 
less than a round lot. The Commission notes that the primary listing 
market's closing price for a security is relied upon by market 
participants for a variety of reasons, including, but not limited to, 
calculation of index values, calculation of the net asset value of 
mutual funds and exchange-traded products, the price of derivatives 
that are based on the security, and certain types of trading benchmarks 
such as volume weighted average price strategies. As the Exchange 
notes, the proposed calculation for the Official Closing Price is 
designed to utilize more recent and reliable market information to 
provide a closing price that more accurately reflects the true and 
current value of a security that may be thinly traded or generally 
illiquid and when the Official Closing Price for such security may 
otherwise be based on a potentially stale last-sale trade.\23\ The 
Commission further notes that this objective calculation would take 
into account more recent firm quotations over less recent trades, which 
trades may provide less information about the value of a security, and 
would assign less weight to the last consolidated last-sale eligible 
trade the farther away it occurred from the end of Core Trading Hours. 
The Commission therefore believes that the Exchange's proposal is 
reasonably designed to achieve the Act's objectives to protect 
investors and the public interest. Accordingly, the Commission finds 
that the proposed rule change is consistent with the requirements of 
the Act.
---------------------------------------------------------------------------

    \23\ See Notice, supra note 6, at 5285-86.
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (SR-NYSEArca-2018-08) be, and 
hereby is, approved.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
---------------------------------------------------------------------------

    \25\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-06014 Filed 3-23-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                12980                         Federal Register / Vol. 83, No. 58 / Monday, March 26, 2018 / Notices

                                                liquidity by, at a minimum, maintaining                   Interested persons are invited to                   office of DTC and on The Depository
                                                sufficient liquid resources to effect                   submit written data, views, and                       Trust & Clearing Corporation’s website
                                                same-day and, where appropriate,                        arguments regarding whether the                       (http://dtcc.com/legal/sec-rule-
                                                intraday and multiday settlement of                     Proposed Rule Change should be                        filings.aspx). All comments received
                                                payment obligations with a high degree                  approved or disapproved by April 16,                  will be posted without change. Persons
                                                of confidence under a wide range of                     2018. Any person who wishes to file a                 submitting comments are cautioned that
                                                foreseeable stress scenarios that                       rebuttal to any other person’s                        we do not redact or edit personal
                                                includes, but is not limited to, the                    submission must file that rebuttal by                 identifying information from comment
                                                default of the participant family that                  April 30, 2018.                                       submissions. You should submit only
                                                would generate the largest aggregate                      The Commission asks that                            information that you wish to make
                                                payment obligation for the covered                      commenters address the sufficiency of                 available publicly. All submissions
                                                clearing agency in extreme but plausible                DTC’s statements in support of the                    should refer to File Number SR–DTC–
                                                market conditions;                                      Proposed Rule Change, which are set                   2017–022 and should be submitted on
                                                   • Rule 17Ad–22(e)(13) under the Act,                 forth in the Notice,46 in addition to any             or before April 16, 2018. Rebuttal
                                                which requires, in general, a covered                   other comments they may wish to                       comments should be submitted by April
                                                clearing agency, such as DTC, to                        submit about the Proposed Rule Change.                30, 2018.
                                                establish, implement, maintain and                        Comments may be submitted by any                      For the Commission, by the Division of
                                                enforce written policies and procedures                 of the following methods:                             Trading and Markets, pursuant to delegated
                                                reasonably designed to ensure the                                                                             authority.47
                                                covered clearing agency has the                         Electronic Comments
                                                                                                                                                              Eduardo A. Aleman,
                                                authority and operational capacity to                     • Use the Commission’s internet
                                                                                                                                                              Assistant Secretary.
                                                take timely action to contain losses and                comment form (http://www.sec.gov/
                                                liquidity demands and continue to meet                                                                        [FR Doc. 2018–06020 Filed 3–23–18; 8:45 am]
                                                                                                        rules/sro.shtml); or
                                                its obligations.                                          • Send an email to rule-comments@                   BILLING CODE 8011–01–P
                                                   • Rule 17Ad–22(e)(23)(i) under the                   sec.gov. Please include File Number SR–
                                                Act,39 which requires a covered clearing                DTC–2017–022 on the subject line.
                                                agency, such as DTC, to establish,                                                                            SECURITIES AND EXCHANGE
                                                implement, maintain and enforce                         Paper Comments                                        COMMISSION
                                                written policies and procedures                            • Send paper comments in triplicate                [Release No. 34–82907; File No. SR–
                                                reasonably designed to publicly disclose                to Secretary, Securities and Exchange                 NYSEArca–2018–08]
                                                all relevant rules and material                         Commission, 100 F Street NE,
                                                procedures, including key aspects of its                Washington, DC 20549–1090.                            Self-Regulatory Organizations; NYSE
                                                default rules and procedures.                              All submissions should refer to File               Arca, Inc.; Order Approving a
                                                                                                        Number SR–DTC–2017–022. This file                     Proposed Rule Change To Amend
                                                IV. Procedure: Request for Written
                                                                                                        number should be included on the                      NYSE Arca Rule 1.1(ll) To Establish
                                                Comments
                                                                                                        subject line if email is used. To help the            How the Official Closing Price Would
                                                  The Commission requests that                          Commission process and review your                    Be Determined for an Exchange-Listed
                                                interested persons provide written                      comments more efficiently, please use                 Security That Is a Derivative Securities
                                                submissions of their views, data, and                   only one method. The Commission will                  Product if the Exchange Does Not
                                                arguments with respect to the issues                    post all comments on the Commission’s                 Conduct a Closing Auction or if a
                                                identified above, as well as any other                  internet website (http://www.sec.gov/                 Closing Auction Trade Is Less Than a
                                                concerns they may have with the                         rules/sro.shtml). Copies of the                       Round Lot
                                                Proposed Rule Change. In particular, the                submission, all subsequent
                                                Commission invites the written views of                 amendments, all written statements                    March 20, 2018.
                                                interested persons concerning whether                   with respect to the Proposed Rule                     I. Introduction
                                                the Proposed Rule Change is consistent                  Change that are filed with the
                                                with Section 17A(b)(3)(F) of the Act,40                 Commission, and all written                              On January 19, 2018, NYSE Arca, Inc.
                                                Rule 17Ad–22(e)(7)(i) under the Act,41                  communications relating to the                        (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
                                                Rule 17Ad–22(e)(13) under the Act,42                    Proposed Rule Change between the                      with the Securities and Exchange
                                                Rule 17Ad–22(e)(23)(i) under the Act,43                 Commission and any person, other than                 Commission (‘‘Commission’’) pursuant
                                                or any other provision of the Act, or the               those that may be withheld from the                   to Section 19(b)(1) of the Securities
                                                rules and regulations thereunder.                       public in accordance with the                         Exchange Act of 1934 (‘‘Act’’) 1 and Rule
                                                Although there do not appear to be any                  provisions of 5 U.S.C. 552, will be                   19b–4 thereunder,2 a proposed rule
                                                issues relevant to approval or                          available for website viewing and                     change to amend NYSE Arca Rule 1.1(ll)
                                                disapproval that would be facilitated by                printing in the Commission’s Public                   to establish how the Official Closing
                                                an oral presentation of views, data, and                Reference Room, 100 F Street NE,                      Price 3 would be determined for an
                                                arguments, the Commission will                          Washington, DC 20549 on official                      Exchange-listed security that is a
                                                consider, pursuant to Rule 19b–4(g)                     business days between the hours of                    Derivative Securities Product 4 if the
                                                under the Act,44 any request for an                     10:00 a.m. and 3:00 p.m. Copies of the
                                                opportunity to make an oral                             filing also will be available for
                                                                                                                                                                47 17 CFR 200.30–3(a)(57).
                                                                                                                                                                1 15 U.S.C. 78s(b)(1).
                                                presentation.45                                         inspection and copying at the principal                 2 17 CFR 240.19b–4.
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                                3 See NYSE Arca Rule 1.1(ll) for a definition of
                                                  39 17 CFR 240.17Ad–22(e)(23)(i).
                                                  40 15
                                                                                                        proceeding—either oral or notice and opportunity      Official Closing Price.
                                                        U.S.C. 78q–1(b)(3)(F).
                                                  41 17 CFR 240.17Ad–22(e)(7)(i).
                                                                                                        for written comments—is appropriate for                 4 With respect to equities traded on the Exchange,
                                                                                                        consideration of a particular proposal by a self-     the term ‘‘Derivative Securities Product’’ means a
                                                  42 17 CFR 240.17Ad–22(e)(13).
                                                                                                        regulatory organization. See Securities Act           security that meets the definition of ‘‘derivative
                                                  43 17 CFR 240.17Ad–22(e)(23)(i).
                                                                                                        Amendments of 1975, Senate Comm. on Banking,          securities product’’ in Rule 19b–4(e) under the Act.
                                                  44 17 CFR 240.19b–4(g).                               Housing & Urban Affairs, S. Rep. No. 75, 94th         See NYSE Arca Rule 1.1(k). For purposes of Rule
                                                  45 Section 19(b)(2) of the Act grants to the          Cong., 1st Sess. 30 (1975).                           19b–4(e), a ‘‘derivative securities product’’ means
                                                Commission flexibility to determine what type of          46 See Notice, supra note 4.                        any type of option, warrant, hybrid securities



                                           VerDate Sep<11>2014   16:38 Mar 23, 2018   Jkt 244001   PO 00000   Frm 00043   Fmt 4703   Sfmt 4703   E:\FR\FM\26MRN1.SGM    26MRN1


                                                                               Federal Register / Vol. 83, No. 58 / Monday, March 26, 2018 / Notices                                                      12981

                                                Exchange does not conduct a Closing                      does not have any consolidated last-sale               the TWAP will be given 20% weighting
                                                Auction 5 or if a Closing Auction trade                  eligible trades on its first trading day,              and the consolidated last-sale eligible
                                                is less than a round lot. The proposed                   the Official Closing Price will be based               trade would be given 80% weighting;
                                                rule change was published for comment                    on a derived last-sale associated with                    (v) between 2 minutes and 1 minute
                                                in the Federal Register on February 6,                   the price of such security before it                   before the end of Core Trading Hours,
                                                2018.6 The Commission received no                        begins trading on the Exchange.13                      the TWAP will be given 10% weighting
                                                comment letters on the proposed rule                        The Exchange proposes to amend how                  and the consolidated last-sale eligible
                                                change. This order approves the                          the Official Closing Price for an                      trade would be given 90% weighting;
                                                proposed rule change.                                    Exchange-listed security that is a                     and
                                                II. Description of the Proposed Rule                     Derivative Securities Product would be                    (vi) during the last 1 minute before
                                                Change                                                   determined if the Exchange does not                    the end of Core Trading Hours, the
                                                                                                         conduct a Closing Auction or if a                      TWAP will be given 0% weighting and
                                                   Current NYSE Arca Rule 1.1(ll)(1)                     Closing Auction trade is less than a                   the consolidated last-sale eligible trade
                                                provides how the Exchange establishes                    round lot.14 The Exchange proposes that                would be given 100% weighting.
                                                the ‘‘Official Closing Price’’ for Auction-              the Official Closing Price for such                       If the Official Closing Price cannot be
                                                Eligible Securities,7 which is used for                  securities would be comprised of both a                determined under proposed NYSE Arca
                                                purposes of NYSE Arca Rule 7–E.8                         time-weighted average price (‘‘TWAP’’)                 Rule 1.1(ll)(1)(A) or (B), as described
                                                Specifically, the Official Closing Price                 of the midpoint of the NBBO 15 over the                above, the most recent consolidated last-
                                                for Auction-Eligible Securities is the                   last five minutes of trading before the                sale eligible trade during Core Trading
                                                price established in a Closing Auction of                end of Core Trading Hours and any last-                Hours on that trading day would be the
                                                one round lot or more on a trading day.9                 sale eligible trades during that period.               Official Closing Price.17 If there are no
                                                If there is no Closing Auction or if a                      Specifically, if the Official Closing               consolidated last-sale eligible trades
                                                Closing Auction trade is less than a                     Price for an Exchange-listed security                  during Core Trading Hours on that
                                                round lot on a trading day, the Official                 that is a Derivative Securities Product                trading day, the Official Closing Price
                                                Closing Price is the most recent                         cannot be determined under proposed                    will be the prior trading day’s Official
                                                consolidated last-sale eligible trade                    NYSE Arca Rule 1.1(ll)(1)(A) (i.e., if the             Closing Price, as under the current
                                                during Core Trading Hours 10 on that                     Exchange does not conduct a Closing                    rule.18
                                                trading day. If there were no                            Auction or if a Closing Auction trade is                  The Exchange states that it will
                                                consolidated last-sale eligible trades                   less than a round lot), the Official                   implement the proposed rule change no
                                                during Core Trading Hours on that
                                                                                                         Closing Price for such security would be               later than 120 days after this approval
                                                trading day, the Official Closing Price
                                                                                                         derived by adding a percentage of the                  of the proposed rule change and will
                                                will be the prior trading day’s Official
                                                                                                         TWAP of the NBBO midpoint measured                     announce the implementation date via
                                                Closing Price.11 For a security that has
                                                                                                         over the last five minutes before the end              Trader Update.19
                                                transferred listing to NYSE Arca and
                                                                                                         of Core Trading Hours and a percentage
                                                does not have any consolidated last-sale                                                                        III. Discussion and Commission’s
                                                                                                         of the last consolidated last-sale eligible
                                                eligible trades on its first trading day,                                                                       Findings
                                                                                                         trade before the end of Core Trading
                                                the Official Closing Price will be the                                                                             After careful review, the Commission
                                                                                                         Hours on that trading day, and the
                                                prior day’s closing price disseminated                                                                          finds that the proposed rule change is
                                                                                                         percentages assigned to each would
                                                by the former primary listing market.12
                                                                                                         depend on when the last consolidated                   consistent with the requirements of the
                                                For a security that is a new listing and
                                                                                                         last-sale eligible trade occurred.16                   Act and the rules and regulations
                                                                                                            The Exchange proposes that, if the                  thereunder applicable to a national
                                                product or any other security, other than a single
                                                equity option or a security futures product, whose       last consolidated last-sale eligible trade             securities exchange.20 In particular, the
                                                value is based, in whole or in part, upon the            occurred:                                              Commission finds that the proposed
                                                performance of, or interest, in, an underlying              (i) Prior to 5 minutes before the end               rule change is consistent with Section
                                                instrument. 17 CFR 240.19b–4(e).
                                                   5 See NYSE Arca Rule 7.35–E(d) for further            of Core Trading Hours, the TWAP                        6(b)(5) of the Act,21 which requires,
                                                information on how the Closing Auctions would            would be given 100% weighting;                         among other things, that the rules of a
                                                function on the Exchange.                                   (ii) between 5 minutes and 4 minutes                national securities exchange be
                                                   6 See Securities Exchange Act Release No. 82608
                                                                                                         before the end of Core Trading Hours,                  designed to promote just and equitable
                                                (January 31, 2018), 83 FR 5284 (‘‘Notice’’).                                                                    principles of trade, to foster cooperation
                                                   7 For purposes of the Closing Auction, an
                                                                                                         the TWAP will be given 40% weighting
                                                ‘‘Auction-Eligible Security’’ is defined to mean all     and the consolidated last-sale eligible                and coordination with persons engaged
                                                securities for which the Exchange is the primary         trade would be given 60% weighting;                    in regulating transactions in securities,
                                                listing market and UTP Securities designated by the         (iii) between 4 minutes and 3 minutes               to remove impediments to and perfect
                                                Exchange. See NYSE Arca Rule 7.35–E(a)(1).               before the end of Core Trading Hours,                  the mechanism of a free and open
                                                   8 In NYSE Arca Rule 7–E, the Exchange uses the
                                                                                                         the TWAP will be given 30% weighting                   market and a national market system
                                                Official Closing Price for three purposes: (1) to
                                                determine the Auction Reference Price for a              and the consolidated last-sale eligible                and, in general, to protect investors and
                                                security, as provided for in NYSE Arca Rule 7.35–        trade would be given 70% weighting;                    the public interest, and not be designed
                                                E(a)(8)(A); (2) to determine the Trading Collar for         (iv) between 3 minutes and 2 minutes                to permit unfair discrimination between
                                                a security if there is no consolidated last-sale price
                                                on the same trading day, as provided for in NYSE         before the end of Core Trading Hours,                  customers, issuers, brokers, or dealers.
                                                Arca Rule 7.31–E(a)(1)(B)(i); and (3) for securities
                                                                                                           13 See                                                 17 See proposed NYSE Arca Rule 1.1(ll)(1)(C).
                                                listed on the Exchange only, for purposes of                       NYSE Arca Rule 1.1(ll)(1)(C).
                                                determining whether to trigger a Short Sale Price          14 According   to the Exchange, if a security is       18 See proposed NYSE Arca Rule 1.1(ll)(1)(D).
sradovich on DSK3GMQ082PROD with NOTICES




                                                Test, as defined under NYSE Arca Rule 7.16–E(f)(2).      thinly traded or generally illiquid, the Official      Current NYSE Arca Rule 1.1(ll)(1)(B) and (C) will
                                                   9 See NYSE Arca Rule 1.1(ll)(1).                      Closing Price for such security will currently be      similarly continue to apply as renumbered
                                                   10 The term ‘‘Core Trading Hours’’ means the          based on a last-sale trade that may be hours, days,    proposed Arca Rule 1.1(ll)(1)(E) and (F).
                                                hours of 9:30 a.m. Eastern Time through 4:00 p.m.        or months old and may not be indicative of the true      19 See Notice, supra note 6, at 5285.

                                                Eastern Time or such other hours as may be               and current value of the security. See Notice, supra     20 In approving this proposed rule change, the

                                                determined by the Exchange from time to time. See        note 6, at 5285.                                       Commission has considered the proposed rule’s
                                                NYSE Arca Rule 1.1(j).                                     15 The term ‘‘NBBO’’ means the national best bid     impact on efficiency, competition, and capital
                                                   11 See NYSE Arca Rule 1.1(ll)(1)(A).                  or offer. See NYSE Arca Rule 1.1(dd).                  formation. See 15 U.S.C. 78c(f).
                                                   12 See NYSE Arca Rule 1.1(ll)(1)(B).                    16 See proposed NYSE Arca Rule 1.1(ll)(1)(B).          21 15 U.S.C. 78f(b)(5).




                                           VerDate Sep<11>2014   16:38 Mar 23, 2018   Jkt 244001   PO 00000   Frm 00044   Fmt 4703   Sfmt 4703   E:\FR\FM\26MRN1.SGM       26MRN1


                                                12982                          Federal Register / Vol. 83, No. 58 / Monday, March 26, 2018 / Notices

                                                The Commission also finds that the                        For the Commission, by the Division of              Certificate of Incorporation to
                                                proposed rule change is consistent with                 Trading and Markets, pursuant to delegated            streamline the document.
                                                Section 6(b)(8) of the Act,22 which                     authority.25
                                                                                                        Eduardo A. Aleman,                                    A. Changes to Certain Titles, Offices,
                                                requires that the rules of an exchange                                                                        and Related Powers and Duties
                                                not impose any burden on competition                    Assistant Secretary.
                                                that is not necessary or appropriate in                 [FR Doc. 2018–06014 Filed 3–23–18; 8:45 am]             FICC proposes changes to the titles,
                                                furtherance of the purposes of the Act.                 BILLING CODE 8011–01–P
                                                                                                                                                              offices, and related powers and duties of
                                                                                                                                                              certain Board and officer personnel, as
                                                   The proposal would set forth the                                                                           further described below.
                                                procedures governing how the Exchange
                                                                                                        SECURITIES AND EXCHANGE                               1. Non-Executive Chairman of the Board
                                                would determine the Official Closing                    COMMISSION
                                                Price in Exchange-listed securities that                                                                         FICC proposes to replace the title of
                                                are Derivative Securities Products when                                                                       ‘‘Chairman of the Board’’ with the title
                                                                                                        [Release No. 34–82917; File No. SR–FICC–              of ‘‘Non-Executive Chairman of the
                                                the Exchange does not conduct a                         2018–002]
                                                Closing Auction or if a Closing Auction                                                                       Board.’’ 5 FICC proposes to change its
                                                trade is less than a round lot. The                     Self-Regulatory Organizations; Fixed                  By-Laws to reflect that this position is
                                                Commission notes that the primary                       Income Clearing Corporation; Order                    held by a non-executive.6 Therefore,
                                                listing market’s closing price for a                    Approving Proposed Rule Change To                     FICC would change relevant references
                                                security is relied upon by market                       Amend the By-Laws                                     in the By-Laws from ‘‘Chairman’’ and
                                                participants for a variety of reasons,                                                                        ‘‘Chairman of the Board’’ to ‘‘Non-
                                                including, but not limited to,                          March 20, 2018.                                       Executive Chairman of the Board.’’ 7
                                                                                                           On February 2, 2018, Fixed Income                  FICC also would delete certain
                                                calculation of index values, calculation
                                                                                                        Clearing Corporation (‘‘FICC’’) filed                 references in the By-Laws to the Non-
                                                of the net asset value of mutual funds
                                                                                                        with the Securities and Exchange                      Executive Chairman of the Board as a
                                                and exchange-traded products, the price
                                                                                                        Commission (‘‘Commission’’) proposed                  member of FICC management because
                                                of derivatives that are based on the                                                                          the position is no longer in
                                                security, and certain types of trading                  rule change SR–FICC–2018–002,
                                                                                                        pursuant to Section 19(b)(1) of the                   management.8
                                                benchmarks such as volume weighted                                                                               In the proposed Section 2.8 (Non-
                                                average price strategies. As the                        Securities Exchange Act of 1934
                                                                                                                                                              Executive Chairman of the Board), FICC
                                                Exchange notes, the proposed                            (‘‘Act’’) 1 and Rule 19b–4 thereunder.2
                                                                                                                                                              would identify the powers and duties of
                                                calculation for the Official Closing Price              The proposed rule change was
                                                                                                                                                              the Non-Executive Chairman of the
                                                is designed to utilize more recent and                  published for comment in the Federal
                                                                                                                                                              Board, including (1) general
                                                reliable market information to provide a                Register on February 14, 2018.3 The
                                                                                                                                                              responsibility for carrying out the
                                                                                                        Commission did not receive any
                                                closing price that more accurately                                                                            policies of the Board, (2) general
                                                                                                        comment letters on the proposed rule
                                                reflects the true and current value of a                                                                      supervision of the Board and its
                                                                                                        change. For the reasons discussed
                                                security that may be thinly traded or                                                                         activities and general leadership of the
                                                                                                        below, the Commission approves the
                                                generally illiquid and when the Official                                                                      Board, (3) presiding over stockholders’
                                                                                                        proposed rule change.
                                                Closing Price for such security may                                                                           meetings (when present), and (4) such
                                                otherwise be based on a potentially stale               I. Description of the Proposed Rule                   other powers and duties as the Board
                                                last-sale trade.23 The Commission                       Change                                                may designate.9 Proposed Section 2.8
                                                further notes that this objective                                                                             (Non-Executive Chairman of the Board)
                                                                                                          The proposed rule change would                      also would include a provision stating
                                                calculation would take into account
                                                                                                        amend the FICC By-Laws (‘‘By-Laws’’) 4                that a presiding director (as elected by
                                                more recent firm quotations over less                   to (1) change certain FICC Board of
                                                recent trades, which trades may provide                                                                       the Board) shall preside at all
                                                                                                        Directors (‘‘Board’’) titles, officer titles,         stockholders and Board meetings when
                                                less information about the value of a                   and offices (and their respective powers              the Non-Executive Chairman of the
                                                security, and would assign less weight                  and duties), (2) update the                           Board is absent.10 Additionally,
                                                to the last consolidated last-sale eligible             compensation section for officers, and
                                                trade the farther away it occurred from                 (3) make technical changes and                          5 Notice,   83 FR at 6654.
                                                the end of Core Trading Hours. The                      corrections, each discussed more fully                  6 Id.

                                                Commission therefore believes that the                  below. The proposed rule change would                   7 Id.

                                                Exchange’s proposal is reasonably                       also amend the GSD Rules and the                        8 Notice,   83 FR at 6655.
                                                                                                                                                                9 Id.
                                                designed to achieve the Act’s objectives                MBSD Rules to incorporate, by
                                                                                                                                                                 10 Id. This provision is designed to correct an
                                                to protect investors and the public                     reference, the By-Laws and the
                                                                                                                                                              inaccuracy in current By-Laws Section 3.3 (Powers
                                                interest. Accordingly, the Commission                   Certificate of Incorporation. Finally, the            and Duties of the President), which gives presiding
                                                finds that the proposed rule change is                  proposed rule change would restate the                authority over stockholder meetings to the
                                                consistent with the requirements of the                                                                       President when the Chairman of the Board is
                                                                                                                                                              absent. Proposed Section 2.8 (Non-Executive
                                                Act.                                                      25 17 CFR 200.30–3(a)(12).
                                                                                                                                                              Chairman of the Board) would be consistent with
                                                                                                          1 15 U.S.C. 78s(b)(1).                              the Mission Statement and Charter of the
                                                IV. Conclusion                                            2 17 CFR 240.19b–4.
                                                                                                                                                              Depository Trust Corporation (‘‘DTC’’), FICC,
                                                                                                          3 Securities Exchange Act Release No. 82672
                                                                                                                                                              National Securities Clearing Corporation (‘‘NSCC’’),
                                                  It is therefore ordered, pursuant to                  (February 8, 2018), 83 FR 6654 (February 14, 2018)    and the Depository Trust and Clearing Corporation
sradovich on DSK3GMQ082PROD with NOTICES




                                                Section 19(b)(2) of the Act,24 that the                 (SR–FICC–2018–002) (‘‘Notice’’).                      (‘‘DTCC’’), which gives presiding authority over
                                                                                                          4 As discussed below, FICC’s By-Laws and FICC’s     stockholder meetings to a presiding director when
                                                proposed rule change (SR–NYSEArca–
                                                                                                        Certificate of Incorporation (‘‘Certificate of        the Non-Executive Chairman of the Board is absent.
                                                2018–08) be, and hereby is, approved.                   Incorporation’’) would each be incorporated by        DTC, FICC, and NSCC are subsidiaries of DTCC,
                                                                                                        reference into FICC’s Government Securities           each having the same Board of Directors as DTCC.
                                                  22 15
                                                                                                        Division (‘‘GSD’’) Rulebook (‘‘GSD Rules’’) and       See Securities Exchange Act Release No. 74142
                                                        U.S.C. 78f(b)(8).
                                                                                                        Mortgage-Backed Securities Division (‘‘MBSD’’)        (January 27, 2015), 80 FR 5188 (January 30, 2015)
                                                  23 See Notice, supra note 6, at 5285–86.              Rulebook (‘‘MBSD Rules’’), available at http://       (SR–FICC–2014–810, SR–NSCC–2014–811, SR–
                                                  24 15 U.S.C. 78s(b)(2).                               www.dtcc.com/legal/rules-and-procedures.              DTC–2014–812).



                                           VerDate Sep<11>2014   16:38 Mar 23, 2018   Jkt 244001   PO 00000   Frm 00045   Fmt 4703   Sfmt 4703   E:\FR\FM\26MRN1.SGM    26MRN1



Document Created: 2018-03-24 00:59:46
Document Modified: 2018-03-24 00:59:46
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 12980 

2024 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR