83 FR 15441 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Designation of Longer Period for Commission Action on a Proposed Rule Change To Modify the Listing Requirements Contained in Listing Rule 5635(d) To Change the Definition of Market Value for Purposes of the Shareholder Approval Rules and Eliminate the Requirement for Shareholder Approval of Issuances at a Price Less Than Book Value but Greater Than Market Value
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 69 (April 10, 2018)
Federal Register Volume 83, Issue 69 (April 10, 2018)
| Page Range | 15441-15442 | |
| FR Document | 2018-07245 |
[Federal Register Volume 83, Number 69 (Tuesday, April 10, 2018)] [Notices] [Pages 15441-15442] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-07245] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82994; File No. SR-NASDAQ-2018-008] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Designation of Longer Period for Commission Action on a Proposed Rule Change To Modify the Listing Requirements Contained in Listing Rule 5635(d) To Change the Definition of Market Value for Purposes of the Shareholder Approval Rules and Eliminate the Requirement for Shareholder Approval of Issuances at a Price Less Than Book Value but Greater Than Market Value April 4, 2018. On January 30, 2018, the Nasdaq Stock Market LLC (``Nasdaq'' or the ``Exchange'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to modify the listing requirements contained in Listing Rule 5635(d) to change the definition of market value for purposes of the shareholder approval rules and eliminate the requirement for shareholder approval of issuances at a price less than book value but greater than market value. The proposed rule change was published for comment in the Federal Register on February 20, 2018.\3\ The Commission received three comments in response to the proposed rule change.\4\ --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ See Securities Exchange Act Release No. 82702 (February 13, 2018), 83 FR 7269 (February 20, 2018). \4\ See Letters to Brent J. Fields, Secretary, Commission, from Michael A. Adelstein, Partner, Kelley Drye & Warren LLP, dated February 28, 2018; Penny Somer-Grief, Chair, and Gregory T. Lawrence, Vice-Chair, Committee on Securities Law of the Business Law Section of the Maryland State Bar Association, dated March 13, 2018; and Greg Rodgers, Latham Watkins, dated March 14, 2018. The comment letters are available at: https://www.sec.gov/comments/sr-nasdaq-2018-008/nasdaq2018008.htm. --------------------------------------------------------------------------- Section 19(b)(2) of the Act \5\ provides that, within 45 days of the publication of the notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or as to which the self-regulatory organization consents, the Commission shall approve the proposed rule change, disapprove the proposed rule change, or institute [[Page 15442]] proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the notice for this proposed rule change is April 6, 2018. The Commission is extending this 45-day time period. --------------------------------------------------------------------------- \5\ 15 U.S.C. 78s(b)(2). --------------------------------------------------------------------------- The Commission finds that it is appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change and the comment letters. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,\6\ designates May 21, 2018, as the date by which the Commission should approve, disapprove, or institute proceedings to determine whether to disapprove the proposed rule change (File No. SR- NASDAQ-2018-008). --------------------------------------------------------------------------- \6\ Id. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\7\ --------------------------------------------------------------------------- \7\ 17 CFR 200.30-3(a)(31). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-07245 Filed 4-9-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 69 / Tuesday, April 10, 2018 / Notices 15441
public interest. The Exchange has number should be included on the SECURITIES AND EXCHANGE
requested that the Commission waive subject line if email is used. To help the COMMISSION
the 30-day operative delay so that the Commission process and review your
proposed rule change may become [Release No. 34–82994; File No. SR–
comments more efficiently, please use
operative upon filing. Waiver of the NASDAQ–2018–008]
only one method. The Commission will
operative delay would allow the post all comments on the Commission’s Self-Regulatory Organizations; The
Exchange to update its rules without internet website (http://www.sec.gov/ Nasdaq Stock Market LLC; Notice of
delay to reflect current and accurate rules/sro.shtml). Copies of the Designation of Longer Period for
information with respect to the third submission, all subsequent Commission Action on a Proposed
party data feeds to which it offers amendments, all written statements Rule Change To Modify the Listing
connectivity and to correct with respect to the proposed rule Requirements Contained in Listing
typographical errors. The Commission change that are filed with the Rule 5635(d) To Change the Definition
also notes that BX recently made similar of Market Value for Purposes of the
Commission, and all written
changes to its rules.11 Therefore, the Shareholder Approval Rules and
communications relating to the
Commission believes that waiver of the Eliminate the Requirement for
30-day operative delay is consistent proposed rule change between the
Commission and any person, other than Shareholder Approval of Issuances at
with the protection of investors and the a Price Less Than Book Value but
public interest. Accordingly, the those that may be withheld from the
public in accordance with the Greater Than Market Value
Commission hereby waives the
operative delay and designates the provisions of 5 U.S.C. 552, will be April 4, 2018.
proposed rule change operative upon available for website viewing and On January 30, 2018, the Nasdaq
filing.12 printing in the Commission’s Public Stock Market LLC (‘‘Nasdaq’’ or the
At any time within 60 days of the Reference Room, 100 F Street NE, ‘‘Exchange’’) filed with the Securities
filing of the proposed rule change, the Washington, DC 20549 on official and Exchange Commission
Commission summarily may business days between the hours of (‘‘Commission’’), pursuant to Section
temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of the 19(b)(1) of the Securities Exchange Act
it appears to the Commission that such filing also will be available for of 1934 (‘‘Act’’) 1 and Rule 19b–4
action is necessary or appropriate in the inspection and copying at the principal thereunder,2 a proposed rule change to
public interest, for the protection of office of the Exchange. All comments modify the listing requirements
investors, or otherwise in furtherance of received will be posted without change. contained in Listing Rule 5635(d) to
the purposes of the Act. If the Persons submitting comments are change the definition of market value
Commission takes such action, the cautioned that we do not redact or edit for purposes of the shareholder approval
Commission shall institute proceedings personal identifying information from rules and eliminate the requirement for
to determine whether the proposed rule comment submissions. You should shareholder approval of issuances at a
change should be approved or submit only information that you wish price less than book value but greater
disapproved. to make available publicly. All than market value. The proposed rule
IV. Solicitation of Comments submissions should refer to File change was published for comment in
Number SR–GEMX–2018–11, and the Federal Register on February 20,
Interested persons are invited to 2018.3 The Commission received three
submit written data, views, and should be submitted on or before May
1, 2018. comments in response to the proposed
arguments concerning the foregoing, rule change.4
including whether the proposed rule For the Commission, by the Division of Section 19(b)(2) of the Act 5 provides
change is consistent with the Act. Trading and Markets, pursuant to delegated that, within 45 days of the publication
Comments may be submitted by any of authority.13 of the notice of the filing of a proposed
the following methods: Eduardo A. Aleman, rule change, or within such longer
Electronic Comments Assistant Secretary. period up to 90 days as the Commission
may designate if it finds such longer
• Use the Commission’s internet [FR Doc. 2018–07239 Filed 4–9–18; 8:45 am]
period to be appropriate and publishes
comment form (http://www.sec.gov/ BILLING CODE 8011–01–P
its reasons for so finding or as to which
rules/sro.shtml); or
the self-regulatory organization
• Send an email to rule-comments@
consents, the Commission shall approve
sec.gov. Please include File Number SR–
the proposed rule change, disapprove
GEMX–2018–11 on the subject line.
the proposed rule change, or institute
Paper Comments
1 15 U.S.C. 78s(b)(1).
• Send paper comments in triplicate 2 17 CFR 240.19b–4.
to Secretary, Securities and Exchange 3 See Securities Exchange Act Release No. 82702
Commission, 100 F Street NE, (February 13, 2018), 83 FR 7269 (February 20,
Washington, DC 20549–1090. 2018).
4 See Letters to Brent J. Fields, Secretary,
All submissions should refer to File
Commission, from Michael A. Adelstein, Partner,
Number SR–GEMX–2018–11. This file Kelley Drye & Warren LLP, dated February 28,
daltland on DSKBBV9HB2PROD with NOTICES
2018; Penny Somer-Grief, Chair, and Gregory T.
11 See Securities Exchange Act Release No. 82628 Lawrence, Vice-Chair, Committee on Securities Law
(February 5, 2018), 83 FR 5818 (February 9, 2018) of the Business Law Section of the Maryland State
(SR–BX–2018–006). Bar Association, dated March 13, 2018; and Greg
12 For purposes only of waiving the 30-day Rodgers, Latham Watkins, dated March 14, 2018.
operative delay, the Commission also has The comment letters are available at: https://
considered the proposed rule’s impact on www.sec.gov/comments/sr-nasdaq-2018-008/
efficiency, competition, and capital formation. See nasdaq2018008.htm.
15 U.S.C. 78c(f). 13 17 CFR 200.30–3(a)(12). 5 15 U.S.C. 78s(b)(2).
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![15442 Federal Register / Vol. 83, No. 69 / Tuesday, April 10, 2018 / Notices
proceedings to determine whether the I. Self-Regulatory Organization’s The Exchange proposes to modify this
proposed rule change should be Statement of the Terms of Substance of description to more accurately reflect
disapproved. The 45th day after the Proposed Rule Change how the ORF is imposed. Specifically,
publication of the notice for this The Exchange proposes to amend the the ORF is assessed to each ATP Holder
proposed rule change is April 6, 2018. NYSE Amex Options Fee Schedule for all options transactions cleared (but
The Commission is extending this 45- (‘‘Fee Schedule’’) by modifying the not necessarily executed) by an ATP
day time period. description of the Options Regulatory Holder through the OCC in the customer
Fee (‘‘ORF’’). The proposed rule change range regardless of the exchange on
The Commission finds that it is which the transaction occurs. The ORF
appropriate to designate a longer period is available on the Exchange’s website at
www.nyse.com, at the principal office of is only assessed to ATP Holders that act
within which to take action on the as the clearing firm for the transaction,
proposed rule change so that it has the Exchange, and at the Commission’s
Public Reference Room. regardless of whether the executing firm
sufficient time to consider the proposed (if different from the clearing firm) is an
rule change and the comment letters. II. Self-Regulatory Organization’s ATP Holder.5 Thus, the Exchange
Accordingly, the Commission, pursuant Statement of the Purpose of, and proposes to delete the words ‘‘executed
to Section 19(b)(2) of the Act,6 Statutory Basis for, the Proposed Rule or’’ from the current description of the
designates May 21, 2018, as the date by Change ORF and to make clear that the ORF is
which the Commission should approve, In its filing with the Commission, the assessed ‘‘to each ATP Holder’’ on
disapprove, or institute proceedings to self-regulatory organization included transactions ‘‘that are cleared by the
determine whether to disapprove the statements concerning the purpose of, ATP Holder through the OCC’’ and that
proposed rule change (File No. SR– and basis for, the proposed rule change the ORF is ‘‘collected from ATP Holder
NASDAQ–2018–008). and discussed any comments it received clearing firms by OCC on behalf of
on the proposed rule change. The text NYSE American.’’ 6 The Exchange also
For the Commission, by the Division of
of those statements may be examined at proposes to clarify that it ‘‘uses reports
Trading and Markets, pursuant to delegated
the places specified in Item IV below. from OCC when assessing and collecting
authority.7
The Exchange has prepared summaries, the ORF.’’ 7 The Exchange believes these
Eduardo A. Aleman, set forth in sections A, B, and C below, changes would clarify how the ORF is
Assistant Secretary. of the most significant parts of such assessed and collected. To illustrate
[FR Doc. 2018–07245 Filed 4–9–18; 8:45 am] statements. how the ORF is assessed and collected,
BILLING CODE 8011–01–P
A. Self-Regulatory Organization’s the Exchange provides the following set
Statement of the Purpose of, and the of scenarios.
Statutory Basis for, the Proposed Rule Scenario 1:
SECURITIES AND EXCHANGE Change Executing (or Give-Up) Firm is not an
COMMISSION ATP Holder. The Executing Firm does
1. Purpose not ‘‘give-up’’ or ‘‘CMTA’’ the
[Release No. 34–82992; File No. SR– The Exchange proposes to amend the transaction to another clearing firm.8
NYSEAMER–2018–11] Fee Schedule to clarify the description No ORF Fee is assessed.
of the ORF. The Exchange charges an Scenario 2:
Self-Regulatory Organizations; NYSE ORF in the amount of $0.0055 per Executing Firm is an ATP Holder. The
American LLC; Notice of Filing and contract side. The proposed rule change Executing Firm ‘‘give-ups’’ or ‘‘CMTAs’’
Immediate Effectiveness of Proposed does not change the amount of the ORF, the transaction to another clearing firm
Change To Amend the NYSE Amex but instead modifies the rule text to that is not an ATP Holder.
Options Fee Schedule With Respect to clarify how the ORF is assessed and No ORF Fee is assessed.
the Options Regulatory Fee collected. Currently, the Exchange Scenario 3:
describes the ORF as follows: The Executing (or Give-Up) Firm is an
April 4, 2018. The ORF will be assessed on each ATP ATP Holder. The Executing Firm does
Pursuant to Section 19(b)(1) 1 of the Holder for all options transactions, including not ‘‘give-up’’ or ‘‘CMTA’’ the
Mini Options, executed or cleared by the transaction to another clearing firm.
Securities Exchange Act of 1934 (the
ATP Holder that are cleared by the OCC in ORF Fee is assessed on the self-
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 the customer range regardless of the clearing Executing Firm.
notice is hereby given that, on March exchange on which the transaction occurs. Scenario 4:
23, 2018, NYSE American LLC (the The fee is collected indirectly from ATP The Executing (or Give-Up) Firm is an
‘‘Exchange’’ or ‘‘NYSE American’’) filed Holders through their clearing firms by the
OCC on behalf of NYSE American. Effective ATP Holder. The Executing Firm ‘‘give-
with the Securities and Exchange ups’’ or ‘‘CMTAs’’ the transaction to
December 1, 2012, an ATP Holder shall not
Commission (the ‘‘Commission’’) the be assessed the fee until it has satisfied
proposed rule change as described in applicable technological requirements 5 The Exchange uses reports from OCC to
Items I, II, and III below, which Items necessary to commence operations on NYSE determine the identity of the clearing firm and
have been prepared by the self- American. The Exchange may only increase compares that to the list of ATP Holders for billing
or decrease the ORF semi-annually, and any purposes.
regulatory organization. The 6 See proposed Fee Schedule, Section VII,
Commission is publishing this notice to such fee change will be effective on the first
Regulatory Fees, ORF. In connection with the
business day of February or August. The
solicit comments on the proposed rule Exchange will notify participants via a
proposed revisions, the Exchange proposes to
daltland on DSKBBV9HB2PROD with NOTICES
remove as redundant the word ‘‘indirectly’’ from
change from interested persons. Trader Update of any change in the amount the sentence explaining that the OCC collects the
of the fee at least 30 calendar days prior to ORF from the ATP Holder clearing firm. See id.
6 Id. the effective date of the change.4 7 See id. See supra note 5.
8 A CMTA or Clearing Member Trade Assignment
7 17 CFR 200.30–3(a)(31).
1 15
4 See Fee Schedule, Section VII, Regulatory Fees, is an agreement by which an investor may enter
U.S.C. 78s(b)(1).
ORF, available here, https://www.nyse.com/ derivative trades with a limited number of different
2 15 U.S.C. 78a.
publicdocs/nyse/markets/american-options/NYSE_ brokers and later consolidate these trades with one
3 17 CFR 240.19b–4. American_Options_Fee_Schedule.pdf. brokerage house for clearing.
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Document Created: 2018-04-09 23:51:41
Document Modified: 2018-04-09 23:51:41
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 83 FR 15441 |
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