83 FR 3371 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change To Amend the Listed Company Manual for Special Purpose Acquisition Companies To Lower the Initial Holders Requirement From 300 to 150 Round Lot Holders and To Eliminate Completely the 300 Public Stockholders Continued Listing Requirement, To Require at Least $5 Million in Net Tangible Assets for Initial and Continued Listing, and To Impose a 30-Day Deadline To Demonstrate Compliance With the Initial Listing Requirements Following a Business Combination

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 16 (January 24, 2018)

Page Range		3371-3372
FR Document		2018-01208

Federal Register, Volume 83 Issue 16 (Wednesday, January 24, 2018)

[Federal Register Volume 83, Number 16 (Wednesday, January 24, 2018)]
[Notices]
[Pages 3371-3372]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-01208]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82531; File No. SR-NYSE-2017-53]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Designation of a Longer Period for Commission Action on a 
Proposed Rule Change To Amend the Listed Company Manual for Special 
Purpose Acquisition Companies To Lower the Initial Holders Requirement 
From 300 to 150 Round Lot Holders and To Eliminate Completely the 300 
Public Stockholders Continued Listing Requirement, To Require at Least 
$5 Million in Net Tangible Assets for Initial and Continued Listing, 
and To Impose a 30-Day Deadline To Demonstrate Compliance With the 
Initial Listing Requirements Following a Business Combination

January 18, 2018.
    On November 16, 2017, New York Stock Exchange LLC (``NYSE'' or 
``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 amend the Listed Company Manual for Special 
Purpose Acquisition Companies (``SPACs'') \3\ to lower the initial 
holders requirement from 300 to 150 round lot holders and to eliminate 
the continued listing requirement of 300 public stockholders 
completely, to require at least $5 million in net tangible assets for 
initial listing and continued listing, and to impose a 30-day deadline 
to demonstrate compliance with initial listing requirements following a

[[Page 3372]]

business combination. The proposed rule change was published for 
comment in the Federal Register on December 6, 2017.\4\ The Commission 
received two comments on the proposal.\5\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Commission notes that throughout this Notice we have 
used the term ``SPAC'' or ``SPACs.'' These terms have the same 
meaning as an ``Acquisition Company'' or ``AC'' which is the term 
used by NYSE in its current proposed rule filing and rule text.
    \4\ See Securities Exchange Act Release No. 82180 (November 30, 
2017), 82 FR 57632 (December 6, 2017) (``Notice'').
    \5\ See Letters to Brent J. Fields, Secretary, Commission, from 
Michael Kitlas, dated November 30, 2017 (``Kitlas Letter'') and 
Jeffrey P. Mahoney, General Counsel, Council of Institutional 
Investors, dated December 20, 2017 (``CII Letter'').
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    Section 19(b)(2) of the Act \6\ provides that within 45 days of the 
notice publication 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 either approve the proposed rule change, 
disapprove the proposed rule change, or institute 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 January 20, 2018. The Commission is extending this 45-day time 
period.
    The Commission finds it 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 proposal and the comment letters. 
Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Act,\7\ designates March 6, 2018, as the date by which the Commission 
shall either approve or disapprove, or institute proceedings to 
determine whether to disapprove, the proposed rule change (File No. SR-
NYSE-2017-53).
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    \6\ 15 U.S.C. 78s(b)(2).
    \7\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(31).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01208 Filed 1-23-18; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 16 / Wednesday, January 24, 2018 / Notices 3371

to help determine the subject’s by mutual agreement following notice of 56,090 (INV 42); 855,051 (INV 43);
eligibility for employment or security unsatisfactory performance.’’ was 1,355,046 (INV 44))
clearance, and request that the source added. INV 41 (#2) and INV 42 (#7) Estimated Time per Respondent: 5
complete the form to help in this ‘‘abuse of drugs’’ was amended to minutes per form (INV 40, INV 41, INV
determination. Generally, the subject of ‘‘abuse/illegal use of drugs.’’ 42, INV 43, INV 44)
the investigation will identify these Total Burden Hours: 473,562 (4,839
employment references, associates, and Analysis (INV 40); 279,874 (INV 41); 4,674 (INV
schools on his or her SF 85, SF 85P, or Agency: NBIB, Office of Personnel 42); 71,254 (INV 43); 112,921 (INV 44))
SF 86 questionnaire. Management. Office of Personnel Management.
OPM proposes the following Title: General Request for Kathleen M. McGettigan,
modifications to the INV 40, INV 41, Investigative Information (INV 40), Acting Director.
INV 42, INV 43 and INV 44. On all of Investigative Request for Employment
the forms, an explanation was added to [FR Doc. 2018–01258 Filed 1–23–18; 8:45 am]
Data and Supervisor Information (INV
address the need to have the forms 41), Investigative Request for Personal BILLING CODE 6325–53–P

completed and returned as soon as Information (INV 42), Investigative
possible. The Privacy Act Information Request for Educational Registrar and
section changed from, ‘‘The information Dean of Students Record Data (INV 43), SECURITIES AND EXCHANGE
you provide, including your identity, and Investigative Request for Law COMMISSION
will be disclosed to the person being Enforcement Data (INV 44). [Release No. 34–82531; File No. SR–NYSE–
investigated and other federal agencies, OMB Number: 3206–0165. 2017–53]
at this person’s request’’ to ‘‘The Affected Public: Forms are not used
information you provide, including your for any purpose other than a personnel Self-Regulatory Organizations; New
identity, will be furnished to the agency background investigation. The York Stock Exchange LLC; Notice of
requesting the investigation, other completed forms are maintained by Designation of a Longer Period for
agencies as warranted, and to the person OPM and are subject to the protections Commission Action on a Proposed
investigated upon his or her specific of the Privacy Act of 1974, as amended. Rule Change To Amend the Listed
request. Routine uses for disclosure of Procedurally, the subject of a Company Manual for Special Purpose
investigative records are published in Acquisition Companies To Lower the
personnel background investigation
the Federal Register at 81 FR 70194– Initial Holders Requirement From 300
discloses the identity of relevant
95.’’ The INV 41 and INV 43, to 150 Round Lot Holders and To
sources, such as supervisors, coworkers,
Instruction, ‘‘Your name has been Eliminate Completely the 300 Public
neighbors, friends, current or former
provided by the person’’ was amended Stockholders Continued Listing
spouses, instructors, relatives, or
to ‘‘Your contact information was Requirement, To Require at Least $5
schools attended, on the standard form
provided by the person.’’ The INV 41, Million in Net Tangible Assets for Initial
(SF) 85, Questionnaire for Non-Sensitive
42, 43, and 44 were amended to refer to and Continued Listing, and To Impose
Positions; the SF 85P, Questionnaire for
the purpose of the investigations as a 30-Day Deadline To Demonstrate
Public Trust Positions; or the SF 86,
‘‘eligibility for employment or security Compliance With the Initial Listing
clearance’’ for uniformity. The INV 41 Questionnaire for National Security
Positions. After OPM receives a Requirements Following a Business
and INV 42 Privacy Act Information, Combination
‘‘Providing additional information on completed SF 85, SF 85P, or SF 86, the
this form will void your request for INV forms are distributed to the January 18, 2018.
confidentiality’’ was removed. Specific provided source contacts through an On November 16, 2017, New York
instructions for requesting automated mailing operation. Stock Exchange LLC (‘‘NYSE’’ or
confidentiality are provided in block 6 The INV 40 is used to collect records ‘‘Exchange’’) filed with the Securities
on the INV 41 and block 8 on the INV from a Federal or State record repository and Exchange Commission
42. Changes were made to OPM’s form or a credit bureau. The INV 44 is used (‘‘Commission’’), pursuant to Section
processing options found on the INV 40, to collect law enforcement data from a 19(b)(1) of the Securities Exchange Act
INV 41, INV 43, and INV 44. criminal justice agency. The INV 41, 42, of 1934 (‘‘Act’’) 1 and Rule 19b–4
Modifications were made to clarify the and 43 are sent to employment thereunder,2 a proposed rule change to
use of the ‘‘additional information’’ references, associates, and educational amend the Listed Company Manual for
section on the INV 41, INV 42, INV 43, institutions attended. The forms Special Purpose Acquisition Companies
and INV 44. disclose that the source’s name was (‘‘SPACs’’) 3 to lower the initial holders
In an effort to align the collection of provided by the subject to assist in requirement from 300 to 150 round lot
information obtained through written completing a background investigation holders and to eliminate the continued
inquiries and the collection of to help determine the subject’s listing requirement of 300 public
information disclosed by the subject of eligibility for employment or security stockholders completely, to require at
the background investigation on the clearance, and request that the source least $5 million in net tangible assets for
standard form questionnaires, the complete the form to help in this initial listing and continued listing, and
following changes were made. INV 41 determination. Generally, the subject of to impose a 30-day deadline to
(#2) (e) ‘‘Fired for unfavorable the investigation will identify these demonstrate compliance with initial
employment or conduct’’ was amended employment references, associates, and listing requirements following a
to ‘‘Fired’’; (f) ‘‘Resigned after informed schools on his or her SF 85, SF 85P, or
daltland on DSKBBV9HB2PROD with NOTICES

of possible firing’’ was amended to SF 86 questionnaire. If information is 1 15 U.S.C. 78s(b)(1).
‘‘Quit after being told they would be omitted on the questionnaire, however, 2 17 CFR 240.19b–4.
fired’’; (g) ‘‘Left employment by mutual the information may be provided in a 3 The Commission notes that throughout this

agreement due to specific problems’’ follow-up contact between the subject Notice we have used the term ‘‘SPAC’’ or ‘‘SPACs.’’
These terms have the same meaning as an
was amended to ‘‘Left by mutual and an investigator. ‘‘Acquisition Company’’ or ‘‘AC’’ which is the term
agreement following charges or Number of Respondents: 5,682,744 used by NYSE in its current proposed rule filing
allegations of misconduct’’; and (h) ‘‘left (58,071 (INV 40); 3,358,486 (INV 41); and rule text.

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3372 Federal Register / Vol. 83, No. 16 / Wednesday, January 24, 2018 / Notices

business combination. The proposed SECURITIES AND EXCHANGE Exchange and to make other
rule change was published for comment COMMISSION nonsubstantive changes to the Rules.
in the Federal Register on December 6, Deletion of Rules
[Release No. 34–82529; File No. SR–CBOE–
2017.4 The Commission received two
2018–003] The Exchange proposes to delete the
comments on the proposal.5
following rules and chapters from its
Section 19(b)(2) of the Act 6 provides Self-Regulatory Organizations; Cboe rulebook:
that within 45 days of the notice Exchange, Inc.; Notice of Filing and • Rule 2.40—Market-Maker
publication of the filing of a proposed Immediate Effectiveness of a Proposed Surcharge for Brokerage. Rule 2.40
rule change, or within such longer Rule Change To Delete Obsolete Rules operated as a pilot program until March
period up to 90 days as the Commission January 18, 2018. 30, 2000, at which time the program
may designate if it finds such longer expired (and the Exchange did not
Pursuant to Section 19(b)(1) of the
period to be appropriate and publishes request renewal). The Exchange does
Securities Exchange Act of 1934
its reasons for so finding, or as to which not impose a surcharge on Market-
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
the self-regulatory organization Maker transactions pursuant to this rule.
notice is hereby given that on January 3,
consents, the Commission shall either Any fees and rebates applicable to any
2018, Cboe Exchange, Inc. (the
approve the proposed rule change, Market-Maker transactions are included
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
disapprove the proposed rule change, or in the Cboe Options Fees Schedule.
with the Securities and Exchange • Rule 6.2—Trading Rotations. Rule
institute proceedings to determine Commission (‘‘Commission’’) the 6.2 states the Exchange may use the
whether the proposed rule change proposed rule change as described in procedures described in current Rules
should be disapproved. The 45th day Items I and II below, which Items have 6.2, 6.2A, or 6.2B to conduct trading
after publication of the notice for this been prepared by the Exchange. The rotations in all options listed on the
proposed rule change is January 20, Commission is publishing this notice to Exchange. Currently, the Exchange only
2018. The Commission is extending this solicit comments on the proposed rule uses the procedures set forth in current
45-day time period. change from interested persons. Rule 6.2B to conduct trading rotations,
The Commission finds it appropriate I. Self-Regulatory Organization’s and no longer conducts trading rotations
to designate a longer period within Statement of the Terms of Substance of pursuant to current Rule 6.2. Therefore,
which to take action on the proposed the Proposed Rule Change this provision no longer applies to
rule change so that it has sufficient time trading on the Exchange.3
The Exchange proposes to delete • Rule 6.2A—Rapid Opening System
to consider the proposal and the Rules that no longer apply to the
comment letters. Accordingly, the (‘‘ROS’’). The Exchange used ROS prior
Exchange and make other to open options prior to implementation
Commission, pursuant to Section nonsubstantive changes to the Rules. of the Exchange’s Hybrid Trading
19(b)(2) of the Act,7 designates March 6, The text of the proposed rule change is System, which includes the Hybrid 3.0
2018, as the date by which the available on the Exchange’s website Platform. Currently, all options listed on
Commission shall either approve or (http://www.cboe.com/AboutCBOE/ the Exchange trade on its Exchange’s
disapprove, or institute proceedings to CBOELegalRegulatoryHome.aspx), at Hybrid Trading System. As stated in
determine whether to disapprove, the the Exchange’s Office of the Secretary, Rule 6.2A, ROS does not apply to series
proposed rule change (File No. SR– and at the Commission’s Public trading on the Hybrid Trading System,
NYSE–2017–53). Reference Room. which open on the Cboe Options Hybrid
For the Commission, by the Division of II. Self-Regulatory Organization’s Opening System (‘‘HOSS’’) (pursuant to
Trading and Markets, pursuant to delegated Statement of the Purpose of, and Rule 6.2B). Therefore, Rule 6.2A no
authority.8 Statutory Basis for, the Proposed Rule longer applies to any options listed for
Eduardo A. Aleman, Change trading on the Exchange.4
• Rules 6.8—RAES Operations and
Assistant Secretary. In its filing with the Commission, the 6.9—Automatic ORS Order Execution
[FR Doc. 2018–01208 Filed 1–23–18; 8:45 am] Exchange included statements Against Booked Orders. The Exchange’s
BILLING CODE 8011–01–P concerning the purpose of and basis for Retail Automatic Execution System
the proposed rule change and discussed (‘‘RAES’’) was an automated execution
any comments it received on the system feature of the Exchange’s Order
proposed rule change. The text of these Routing System (‘‘ORS’’) operated by
statements may be examined at the the Exchange and that provided
places specified in Item IV below. The automated order execution and
Exchange has prepared summaries, set reporting services for options. RAES and
forth in sections A, B, and C below, of ORS are no longer used, as all options
the most significant aspects of such
statements. 3 The proposed rule change makes corresponding

changes to the following rules to delete references
4 See Securities Exchange Act Release No. 82180
A. Self-Regulatory Organization’s to ROS and the rule proposed to be deleted: Rules
Statement of the Purpose of, and 6.6, 6.18, 6.25(b)(1), 6.73(c), 8.60(c)(7) and
(November 30, 2017), 82 FR 57632 (December 6, Interpretation and Policy .02, 21.11, 22.11, and
2017) (‘‘Notice’’).
Statutory Basis for, the Proposed Rule
24.13.
Change
daltland on DSKBBV9HB2PROD with NOTICES

5 See Letters to Brent J. Fields, Secretary, 4 The proposed rule change makes corresponding

Commission, from Michael Kitlas, dated November 1. Purpose changes to the following rules to delete references
30, 2017 (‘‘Kitlas Letter’’) and Jeffrey P. Mahoney, to ROS and the rule proposed to be deleted: Rules
General Counsel, Council of Institutional Investors, The purpose of this rule change is to 1.1(fff) and (ggg), 6.2, 6.6, 6.18, 6.25(b)(1), 8.60(c)(7)
dated December 20, 2017 (‘‘CII Letter’’). delete Rules that no longer apply to the and Interpretation and Policy .02, 22.11, 24.13.
6 15 U.S.C. 78s(b)(2).
Because the proposed rule change deletes both
Rules 6.2 and 6.2A, the proposed rule change also
7 Id. 1 15 U.S.C. 78s(b)(1). renumbers Rule 6.2B to be Rule 6.2, and makes
8 17 CFR 200.30–3(a)(31). 2 17 CFR 240.19b–4. corresponding changes throughout the Rules.

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Document Created: 2018-10-26 10:00:01
Document Modified: 2018-10-26 10:00:01

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 3371