83 FR 19382 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 902.11 of the Exchange's Listed Company Manual Concerning Fees Applicable to Acquisition Companies for Shares Issued Contingent on the Consummation of a Business Combination
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 85 (May 2, 2018)
Federal Register Volume 83, Issue 85 (May 2, 2018)
| Page Range | 19382-19384 | |
| FR Document | 2018-09262 |
[Federal Register Volume 83, Number 85 (Wednesday, May 2, 2018)] [Notices] [Pages 19382-19384] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-09262] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83117; File No. SR-NYSE-2018-14] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 902.11 of the Exchange's Listed Company Manual Concerning Fees Applicable to Acquisition Companies for Shares Issued Contingent on the Consummation of a Business Combination April 26, 2018. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that, on April 16, 2018, New York Stock Exchange LLC (``NYSE'' or the ``Exchange'') filed with the Securities and Exchange Commission (the ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self- regulatory organization. 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\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change The Exchange proposes to amend Rule 902.11. The proposed rule change is available on the Exchange's website at www.nyse.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 self-regulatory organization 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 those 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 Section 102.06 of the Manual provides for the listing of companies (``Acquisition Companies'' or ``ACs'') with no prior operating history that conduct an initial public offering of which at least 90% of the proceeds, together with the proceeds of any other concurrent sales of the AC's equity securities, will be held in a trust account controlled by an independent custodian until consummation of a business combination. The business combination can be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses or assets (a ``Business Combination'') with a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). A listed AC may remain listed upon consummation of its Business Combination, provided it meets the criteria specified in Section 802.01B of the Manual. In the experience of the Exchange, an AC will frequently reconsider its listing venue in connection with the consummation of its Business Combination.\4\ The Business Combination is a transformative event in the life cycle of an AC, when it becomes an operating company instead of a blank check company. In connection with that transformation, an AC will frequently put in place a new management team and significantly change its board of directors and it will often have a significantly different shareholder base after the Business Combination than it had as an AC. In effect, an AC after its Business Combination is a completely different company and it is for this reason that the board and management of the company after the transaction would want to reconsider the positioning of the company in many respects, including its listing venue. --------------------------------------------------------------------------- \4\ The Exchange began to list ACs on a regular basis in the last year, so the practice of ACs changing listing venue at the time of their Business Combination has not yet involved any companies transferring away from the NYSE in those circumstances. --------------------------------------------------------------------------- The market for the retention or transfer to another exchange of these companies is very competitive and a number of transfers to a new listing venue have occurred in recent times in connection with the completion of an AC's Business Combination. The listing rules of the Exchange,\5\ NYSE American \6\ and NASDAQ Stock Market \7\ all provide for a waiver of all initial listing fees in connection with a transfer from another national securities exchange, so an AC moving its listing upon consummation of its Business Combination never has to pay any listing fees in connection with such transfer or the issuance of any new shares at the time of its Business Combination. However, until a recent amendment to Section 902.11 of the Manual,\8\ an AC remaining listed on the Exchange upon consummation of its Business Combination had to pay additional listing fees in relation to any additional shares issued in connection with the Business Combination. In such instances, the AC was faced with the anomalous situation where there would be no listing fee burden associated with a transfer to another exchange but it would be required to pay significant additional listing fees if it remained on its incumbent exchange. Consequently, to eliminate this disparate treatment of companies listing after a Business Combination, the Exchange amended Section 902.11 of the Manual to provide that any AC remaining listed on the Exchange upon consummation of its Business Combination would no longer be subject to any additional listing fees with respect to any shares issued in connection with such Business Combination. --------------------------------------------------------------------------- \5\ See Section 902.02 of the Manual. \6\ See Section 140 of the NYSE American Company Guide. \7\ See NASDAQ Marketplace Rule 5910(7) [sic]. \8\ See Securities Exchange Act Release No. 82731 (February 16, 2018), 83 FR 8140 (February 23, 2018) (SR-NYSE-2018-06). --------------------------------------------------------------------------- The Exchange has identified another anomaly in the fees payable by an AC if it chooses to remain on the NYSE at the time of its Business Combination rather than transfer to another exchange. [[Page 19383]] The Exchange has observed that it is not uncommon for an AC to seek to raise capital by selling shares in a private placement in conjunction with the consummation of its Business Combination. This additional capital is needed to provide sufficient liquidity for the AC to successfully operate its new business after the Business Combination. The private placement generally closes at the same time as the consummation of the Business Combination and the closing of the private placement is contractually conditioned on such consummation. Under current Exchange rules, the AC would be required to pay listing fees with respect to the shares issued in any such private placement. By contrast, if the AC chose to transfer to another listing venue at the time of consummation of its Business Combination, the other market would charge no listing fees on those shares as they would be subject to the listing fee exemption all of the markets apply to any shares outstanding at the time of transfer. As this anomaly would impose a cost on the AC if it remained on the NYSE where none would be incurred if the company chose to transfer, the Exchange proposes to amend Section 902.11 to provide that ACs remaining listed after consummation of their Business Combination will not be required to pay listing fees in relation to the issuance of any additional shares in a transaction which is occurring at the same time as the Business Combination with a closing contractually contingent on the consummation of the Business Combination.\9\ --------------------------------------------------------------------------- \9\ The Exchange believes that it is appropriate to provide this waiver to an AC at the time of its Business Combination and not to an operating company that would also be subject to additional listing fees in connection with a share issuance subsequent to listing. In the Exchange's experience, there is generally no parallel to the Business Combination in the life cycle of an operating company that would cause it to reconsider its listing venue at the time it issued additional shares, so the anomaly the Exchange seeks to address in relation to ACs is not relevant to operating companies. --------------------------------------------------------------------------- The Exchange does not expect the revenues it forgoes as a result of the proposed waiver to negatively affect its ability to conduct its regulatory program. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,\10\ in general, and furthers the objectives of Sections 6(b)(4) \11\ of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges and is not designed to permit unfair discrimination among its members and issuers and other persons using its facilities. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act, in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating 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. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78f(b). \11\ 15 U.S.C. 78f(b)(4). --------------------------------------------------------------------------- The Exchange believes that the proposed rule change is consistent with Sections 6(b)(4) and 6(b)(5) of the Act in that it represents an equitable allocation of fees and does not unfairly discriminate among listed companies. In particular, the Exchange notes that the proposed amendment is not unfairly discriminatory as it will result in an AC that remains listed on the Exchange after its Business Combination being treated the same as an AC that transfers to the Exchange from another listing venue. The Exchange also believes the proposed rule change is not discriminatory with respect to listed operating companies, as operating companies generally do not have an event in their life cycle parallel to the Business Combination for an AC which would normally give rise to a reconsideration of the company's listing venue. 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 proposed rule change does not impose any burden on competition, as it will have the effect of treating an AC that remains listed on the Exchange after its Business Combination the same for fee purposes as an AC that transfers to the Exchange from another listing venue or transfers to another listing venue at that time. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) \12\ of the Act and subparagraph (f)(2) of Rule 19b-4 \13\ thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78s(b)(3)(A). \13\ 17 CFR 240.19b-4(f)(2). --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) \14\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \14\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- 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 CommentsUse 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-NYSE-2018-14 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-NYSE-2018-14. 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 [[Page 19384]] 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 such 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- NYSE-2018-14, and should be submitted on or before May 23, 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. 2018-09262 Filed 5-1-18; 8:45 am] BILLING CODE 8011-01-P
![19382 Federal Register / Vol. 83, No. 85 / Wednesday, May 2, 2018 / Notices
writing within 60 days of this II. Self-Regulatory Organization’s management team and significantly
publication. Statement of the Purpose of, and change its board of directors and it will
An agency may not conduct or Statutory Basis for, the Proposed Rule often have a significantly different
sponsor, and a person is not required to Change shareholder base after the Business
respond to, a collection of information In its filing with the Commission, the Combination than it had as an AC. In
under the PRA unless it displays a self-regulatory organization included effect, an AC after its Business
currently valid OMB control number. statements concerning the purpose of, Combination is a completely different
Please direct your written comments and basis for, the proposed rule change company and it is for this reason that
to: Pamela Dyson, Director/Chief and discussed any comments it received the board and management of the
Information Officer, Securities and on the proposed rule change. The text company after the transaction would
Exchange Commission, c/o Remi Pavlik- of those statements may be examined at want to reconsider the positioning of the
Simon, 100 F Street NE, Washington, the places specified in Item IV below. company in many respects, including its
DC 20549, or send an email to: PRA_ The Exchange has prepared summaries, listing venue.
Mailbox@sec.gov. set forth in sections A, B, and C below, The market for the retention or
of the most significant parts of such transfer to another exchange of these
Dated: April 24, 2018.
statements. companies is very competitive and a
Eduardo A. Aleman, number of transfers to a new listing
Assistant Secretary. A. Self-Regulatory Organization’s venue have occurred in recent times in
[FR Doc. 2018–09093 Filed 5–1–18; 8:45 am] Statement of the Purpose of, and connection with the completion of an
BILLING CODE 8011–01–P Statutory Basis for, the Proposed Rule AC’s Business Combination. The listing
Change rules of the Exchange,5 NYSE
1. Purpose American 6 and NASDAQ Stock
SECURITIES AND EXCHANGE Market 7 all provide for a waiver of all
COMMISSION Section 102.06 of the Manual initial listing fees in connection with a
provides for the listing of companies transfer from another national securities
[Release No. 34–83117; File No. SR–NYSE– (‘‘Acquisition Companies’’ or ‘‘ACs’’) exchange, so an AC moving its listing
2018–14] with no prior operating history that upon consummation of its Business
conduct an initial public offering of Combination never has to pay any
Self-Regulatory Organizations; New which at least 90% of the proceeds, listing fees in connection with such
York Stock Exchange LLC; Notice of together with the proceeds of any other transfer or the issuance of any new
Filing and Immediate Effectiveness of concurrent sales of the AC’s equity shares at the time of its Business
Proposed Rule Change To Amend securities, will be held in a trust Combination. However, until a recent
Section 902.11 of the Exchange’s account controlled by an independent amendment to Section 902.11 of the
Listed Company Manual Concerning custodian until consummation of a Manual,8 an AC remaining listed on the
Fees Applicable to Acquisition business combination. The business Exchange upon consummation of its
Companies for Shares Issued combination can be in the form of a Business Combination had to pay
Contingent on the Consummation of a merger, capital stock exchange, asset additional listing fees in relation to any
Business Combination acquisition, stock purchase, additional shares issued in connection
reorganization, or similar business with the Business Combination. In such
April 26, 2018. combination with one or more operating instances, the AC was faced with the
Pursuant to Section 19(b)(1) 1 of the businesses or assets (a ‘‘Business anomalous situation where there would
Securities Exchange Act of 1934 (the Combination’’) with a fair market value be no listing fee burden associated with
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 equal to at least 80% of the net assets a transfer to another exchange but it
notice is hereby given that, on April 16, held in trust (net of amounts disbursed would be required to pay significant
2018, New York Stock Exchange LLC to management for working capital additional listing fees if it remained on
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with purposes and excluding the amount of its incumbent exchange. Consequently,
the Securities and Exchange any deferred underwriting discount to eliminate this disparate treatment of
Commission (the ‘‘Commission’’) the held in trust). A listed AC may remain companies listing after a Business
proposed rule change as described in listed upon consummation of its Combination, the Exchange amended
Items I, II, and III below, which Items Business Combination, provided it Section 902.11 of the Manual to provide
have been prepared by the self- meets the criteria specified in Section that any AC remaining listed on the
regulatory organization. The 802.01B of the Manual. Exchange upon consummation of its
Commission is publishing this notice to In the experience of the Exchange, an Business Combination would no longer
solicit comments on the proposed rule AC will frequently reconsider its listing be subject to any additional listing fees
change from interested persons. venue in connection with the with respect to any shares issued in
consummation of its Business connection with such Business
I. Self-Regulatory Organization’s Combination.4 The Business Combination.
Statement of the Terms of the Substance Combination is a transformative event The Exchange has identified another
of the Proposed Rule Change in the life cycle of an AC, when it anomaly in the fees payable by an AC
The Exchange proposes to amend becomes an operating company instead if it chooses to remain on the NYSE at
Rule 902.11. The proposed rule change of a blank check company. In the time of its Business Combination
is available on the Exchange’s website at connection with that transformation, an rather than transfer to another exchange.
daltland on DSKBBV9HB2PROD with NOTICES
www.nyse.com, at the principal office of AC will frequently put in place a new
the Exchange, and at the Commission’s 5 See Section 902.02 of the Manual.
6 See Section 140 of the NYSE American
Public Reference Room. 4 The Exchange began to list ACs on a regular
basis in the last year, so the practice of ACs Company Guide.
7 See NASDAQ Marketplace Rule 5910(7) [sic].
changing listing venue at the time of their Business
1 15 U.S.C. 78s(b)(1). Combination has not yet involved any companies 8 See Securities Exchange Act Release No. 82731
2 15 U.S.C. 78a. transferring away from the NYSE in those (February 16, 2018), 83 FR 8140 (February 23, 2018)
3 17 CFR 240.19b–4. circumstances. (SR–NYSE–2018–06).
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![19384 Federal Register / Vol. 83, No. 85 / Wednesday, May 2, 2018 / Notices
Commission and any person, other than I. Self-Regulatory Organization’s principle, the Exchange endeavors to
those that may be withheld from the Statement of the Terms of Substance of keep its rules corresponding to FINRA
public in accordance with the the Proposed Rule Change rules as closely worded and structured
provisions of 5 U.S.C. 552, will be The Exchange proposes to amend as possible to the FINRA rules on which
available for website viewing and certain rules of the Rule 7000A Series they are based. In certain instances,
printing in the Commission’s Public concerning the Order Audit Trail such as FINRA Rule 7410(o)(2), which
Reference Room, 100 F Street NE, System to make conforming and concerns an exception to the definition
Washington, DC 20549 on official technical changes. of a Reporting Member relating to
business days between the hours of The text of the proposed rule change members operating on equities floors,
10:00 a.m. and 3:00 p.m. Copies of such is available on the Exchange’s website at the Exchange has not copied those
filing also will be available for http://nasdaq.cchwallstreet.com, at the inapplicable FINRA rules. Generally,
inspection and copying at the principal principal office of the Exchange, and at the Exchange seeks to keep the Rule
office of the Exchange. All comments the Commission’s Public Reference 7000 Series consistent with the
received will be posted without change. Room. applicable portions FINRA Rule 7040
Persons submitting comments are Series. The proposed changes will
II. Self-Regulatory Organization’s harmonize Nasdaq rules with analogous
cautioned that we do not redact or edit Statement of the Purpose of, and
personal identifying information from FINRA rules, which have changed since
Statutory Basis for, the Proposed Rule the Exchange first adopted its rules.
comment submissions. You should Change
submit only information that you wish First Change
to make available publicly. All In its filing with the Commission, the
submissions should refer to File Exchange included statements The Exchange is proposing to amend
Number SR–NYSE–2018–14, and concerning the purpose of and basis for Rule 7410A(o)(1)(A) to harmonize the
should be submitted on or before May the proposed rule change and discussed rule with FINRA Rule 7410(o)(1)(A).
23, 2018. any comments it received on the Rule 7410A(o) provides the definition of
proposed rule change. The text of these ‘‘Reporting Member,’’ which means a
For the Commission, by the Division of statements may be examined at the
Trading and Markets, pursuant to delegated member that receives or originates an
places specified in Item IV below. The order and has an obligation to record
authority.15 Exchange has prepared summaries, set and report information under Rules
Eduardo A. Aleman, forth in sections A, B, and C below, of 7440A and 7450A. Rule 7410A(o)(1)
Assistant Secretary. the most significant aspects of such provides an exception to the general
[FR Doc. 2018–09262 Filed 5–1–18; 8:45 am] statements. definition if the member meets four
BILLING CODE 8011–01–P A. Self-Regulatory Organization’s conditions. The first condition the
Statement of the Purpose of, and member must meet is that the member
Statutory Basis for, the Proposed Rule engages in a non-discretionary order
SECURITIES AND EXCHANGE Change routing process, pursuant to which it
COMMISSION immediately routes, by electronic or
1. Purpose
other means, all of its orders to a single
[Release No. 34–83115; File No. SR– The Exchange is proposing to make receiving Reporting Member. On May
NASDAQ–2018–030] the following three changes to the Rule 12, 2014, FINRA amended FINRA Rule
7000A Order Audit Trail Series: (1) 7410(o)(1)(A) to allow a member to
Self-Regulatory Organizations; The Amend Rule 7410A(o)(1)(A) to route its orders to two receiving
Nasdaq Stock Market LLC; Notice of harmonize the rule with FINRA Rule Reporting Members, if two conditions
Filing and Immediate Effectiveness of 7410(o)(1)(A); (2) correct rule citations were met.3 First, the orders are routed
Proposed Rule Change To Amend in Rules 7430A and 7450A; and (3) by the member to each receiving
Certain Rules of the Rule 7000A Series delete the rule text under Rule 7470A, Reporting Member on a pre-determined
To Make Conforming and Technical which lapsed in 2015. schedule approved by FINRA. Second,
Changes The Exchange’s Rule 7000A Series the FINRA member’s orders are routed
imposes an obligation on Exchange to two receiving Reporting Members
members to record in electronic form pursuant to the schedule for a time
DATES: April 26, 2018. and report to FINRA on a daily basis period not to exceed one year. The rule
Pursuant to Section 19(b)(1) of the certain information with respect to change permits FINRA members to
Securities Exchange Act of 1934 orders originated, received, transmitted, continue to rely on the exception from
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 modified, canceled, or executed by the definition of Reporting Member if,
notice is hereby given that on April 17, members in Nasdaq-listed stocks. for a limited time, the member routes
2018, The Nasdaq Stock Market LLC FINRA’s Order Audit Trail System orders to two different Reporting
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the (‘‘OATS’’) captures this order Members, provided the criteria are met.
Securities and Exchange Commission information and integrates it with quote FINRA noted in adopting the change
(‘‘Commission’’) the proposed rule and transaction information to create a that the rule was intended to
change as described in Items I, II, and time-sequenced record of orders, quotes, accommodate introducing firms that
III below, which Items have been and transactions. This information is transition to a different clearing firm
prepared by the Exchange. The used by FINRA staff to conduct over time and, during the transition,
daltland on DSKBBV9HB2PROD with NOTICES
Commission is publishing this notice to surveillance and investigations of route their orders two different clearing
solicit comments on the proposed rule members for potential violation of firms, both of which report the
change from interested persons. Exchange rules, federal securities laws, introducing firm’s information to OATS
and FINRA rules.
15 17 CFR 200.30–3(a)(12). The Exchange adopted the Rule 3 See Securities Exchange Act Release No. 72191
1 15 U.S.C. 78s(b)(1). 7000A Series to copy FINRA OATS (May 20, 2014), 79 FR 30219 (May 27, 2014) (SR–
2 17 CFR 240.19b–4. rules, where appropriate. As a general FINRA–2014–024).
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Document Created: 2018-05-02 00:49:51
Document Modified: 2018-05-02 00:49:51
| 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 19382 |
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