83 FR 50980 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change To Provide for the Listing of Exchange Traded Products With No Component NMS Stock Listed on the Exchange, Delete Obsolete Listing Rules for Exchange Traded Products and Amend Rules Regarding Unlisted Trading Privileges

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 196 (October 10, 2018)

Page Range		50980-50981
FR Document		2018-21907

Federal Register, Volume 83 Issue 196 (Wednesday, October 10, 2018)

[Federal Register Volume 83, Number 196 (Wednesday, October 10, 2018)]
[Notices]
[Pages 50980-50981]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2018-21907]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84351; File No. SR-NYSE-2018-30]

Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Approving a Proposed Rule Change To Provide for the Listing of Exchange
Traded Products With No Component NMS Stock Listed on the Exchange,
Delete Obsolete Listing Rules for Exchange Traded Products and Amend
Rules Regarding Unlisted Trading Privileges

October 3, 2018.

I. Introduction

On June 15, 2018, the New York Stock Exchange LLC (``Exchange'' or
``NYSE'') 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 provide for the listing of exchange traded
products (``ETPs'') that do not have any component NMS Stock \3\ listed
on the Exchange, delete obsolete listing rules for ETPs, and amend
rules regarding unlisted trading privileges (``UTP''). The proposed
rule change was published for comment in the Federal Register on July
6, 2018.\4\ On July 24, 2018, the Exchange submitted partial Amendment
No. 1 to the proposed rule change. On August 16, 2018, the Commission
extended the time period within which to approve the proposed rule
change, disapprove the proposed rule change, or institute proceedings
to determine whether to approve or disapprove the proposed rule
change.\5\ On August 23, 2018, the Exchange submitted Amendment No. 2
to the proposed rule change.\6\ The Commission received no comment
letters on the proposal. This order approves the proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ NMS Stock is defined in Rule 600 of Regulation NMS, 17 CFR
242.600(b)(47).
\4\ See Securities Exchange Act Release No. 83560 (June 29,
2018), 83 FR 31585 (``Notice'').
\5\ See Securities Exchange Act Release No. 83860, 83 FR 42534
(August 22, 2018).
\6\ Amendment No. 2 replaced and superseded the original filing,
as modified by partial Amendment No. 1, in its entirety. In
Amendment No. 2, the Exchange: (i) Provided background information
regarding its Pillar platform and clarified that it would not be
listing ETPs on its Pillar platform at this time but that it would
announce via trader update when it plans to do so; (ii) designated
as ``Reserve'' certain sections of the Listed Company Manual which
rules are being deleted by this proposal; (iii) represented that the
Commission approved Exchange listing rules that are substantially
identical to those on NYSE Arca, Inc. (``NYSE Arca'') for certain
ETPs; and (iv) made technical changes to the rule text and proposal.
Because Amendment No. 2 does not materially alter the substance of
the proposed rule change or raise unique or novel regulatory issues
under the Act, it is not subject to notice and comment. Amendment
No. 2 is available at: https://www.sec.gov/comments/sr-nyse-2018-30/nyse201830-4274809-173136.pdf.
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II. Description of the Proposed Rule Change

As described in more detail in the Notice,\7\ the Exchange proposes
to: (1) Provide for the listing of certain ETPs, provided that an ETP
meets the applicable requirements of NYSE Rules 5P and 8P and does not
have any component NMS Stock that is listed on the Exchange or is based
on, or represents an interest in, an underlying index or reference
asset that includes an NMS Stock listed on the Exchange; \8\ (2) delete
a sentence in NYSE Rule 5.1(a)(1) that is no longer relevant given the
Exchange's addition of Section 303A to the Listed Company Manual,\9\
which requires all NYSE-listed companies, including any ETPs listed on
the Exchange, to comply with Section 303A of the Listed Company Manual;
(3) delete certain listing rules that would be superseded by the ETP
listing and trading requirements proposed in NYSE Rules 5P and 8P; (4)
delete all references in NYSE Rules 5P and 8P that imply

[[Page 50981]]

that the initial and continued listing standards contained in those
rules may apply to the trading pursuant to UTP of such ETPs, and make
related changes; and (5) amend NYSE Rule 5.1(a)(2) relating to ETPs
trading pursuant to UTP to delete the requirement that the Exchange
file with the Commission a Form 19b-4(e) with respect to each ETP it
trades by UTP, and to make clear that the Exchange would halt trading
in an ETP trading pursuant to UTP as provided for in NYSE Rule 7.18.
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\7\ See Notice, supra note 4.
\8\ The Exchange represents that its proposed rules for the
qualification, listing, and trading of these products are
substantially identical (other than certain non-substantive and
technical amendments) as the rules of NYSE Arca and the Exchange's
other affiliates, including NYSE American LLC (``NYSE American'').
\9\ Section 303A implements the requirements of Rules 10A-3 and
10C-1 under the Act.
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III. Discussion and Commission Findings

After careful review, the Commission finds that the proposed rule
change, as amended, is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\10\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b) of the Act,\11\ in
general, and furthers the objectives of Section 6(b)(5) of the Act,\12\
in particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and a national market system, and, in
general, to protect investors and the public interest.
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\10\ 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).
\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
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The Commission believes that the Exchange's proposed listing
standards for ETPs \13\ do not raise any novel issues, as they are
consistent with the rules of other national securities exchanges. The
proposed rules for the qualification, listing, and trading of ETPs are
substantially identical (other than certain non-substantive and
technical changes) to the rules of NYSE Arca and NYSE American.
Moreover, the Exchange's proposal to make clear that the initial and
continued listing standards in Rules 5P and 8P do not apply to the
trading pursuant to UTP of such ETPs conforms NYSE's rules to the
corresponding provisions of the rules of NYSE National, Inc. (``NYSE
National'').\14\
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\13\ The proposed listing standards of Rules 5P and 8P: (1)
Provide for the listing of certain ETPs, provided that an ETP meets
the applicable requirements of NYSE Rules 5P and 8P and does not
have any component NMS Stock that is listed on the Exchange or is
based on, or represents an interest in, an underlying index or
reference asset that includes an NMS Stock listed on the Exchange;
(2) delete a sentence in NYSE Rule 5.1(a)(1) that is no longer
relevant given the Exchange's addition of Section 303A to the Listed
Company Manual; and (3) delete all references in NYSE Rules 5P and
8P that imply that the initial and continued listing standards
contained in those rules may apply to the trading pursuant to UTP of
such ETPs.
\14\ In addition, the Commission believes that the proposed
changes to NYSE Rule 5.1(a)(2) would further harmonize the
Exchange's rules applicable to ETPs traded on a UTP basis with the
rules of NYSE National.
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Additionally, the Commission believes that the deletion of listing
rules that would be superseded by the proposed rule change, the
proposed amendments to NYSE Rules 5.1(a), and technical conforming
changes are appropriate and consistent with Section 6(b)(5) of the Act.
These changes would eliminate language that is no longer relevant and
modify the Exchange rules to be more precise, thereby leading to
greater clarity for Exchange members, regulators, investors, and the
general public.
In approving the proposed rule change, the Commission also relies
upon the Exchange's representation that: (1) Listed ETPs would be
subject to the existing trading surveillances administered by the
Exchange for ETPs trading UTP, as well as cross-market surveillances
administered by the Financial Industry Regulatory Authority (``FINRA'')
on behalf of the Exchange, and (2) the initial and continued listing
reviews of ETPs listed on the Exchange will be conducted in the same
manner as they are on NYSE's affiliated exchange, NYSE Arca.\15\
Further, the Exchange or FINRA, on behalf of the Exchange, or both,
will communicate as needed regarding trading in ETPs, as well as
certain other securities and financial instruments underlying such
ETPs, with other markets and other entities that are members of the
Intermarket Surveillance Group (``ISG''). The Exchange or FINRA, on
behalf of the Exchange, or both, may obtain trading information
regarding trading in ETPs and financial instruments from such markets
and other entities. In addition, the Exchange may obtain information
regarding trading in ETPs, as well as certain other securities and
financial instruments underlying such ETPs from markets and other
entities that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement.\16\
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\15\ See Notice, supra note 4, at 31587-31588.
\16\ See id. at 31587.
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The Commission therefore finds that the proposed rule change, as
modified by Amendment No. 2, is consistent with, and furthers the
objectives of, Section 6(b)(5) of the Act.\17\
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\17\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\18\ that the proposed rule change (SR-NYSE-2018-30), as modified
by Amendment No. 2, be, and hereby is, approved.
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\18\ 15 U.S.C. 78s(b)(2).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21907 Filed 10-9-18; 8:45 am]
BILLING CODE 8011-01-P

50980 Federal Register / Vol. 83, No. 196 / Wednesday, October 10, 2018 / Notices

The Commission asks that submissions should refer to File the proposed rule change. On August
commenters address the sufficiency and Number SR–MIAX–2018–25 and should 16, 2018, the Commission extended the
merit of the Exchange’s statements in be submitted on or before October 31, time period within which to approve
support of the proposal, in addition to 2018. Rebuttal comments should be the proposed rule change, disapprove
any other comments they may wish to submitted by November 14, 2018. the proposed rule change, or institute
submit about the proposed rule change. proceedings to determine whether to
VI. Conclusion
Interested persons are invited to submit approve or disapprove the proposed
written data, views, and arguments It is therefore ordered, pursuant to rule change.5 On August 23, 2018, the
concerning the proposed rule change, Section 19(b)(3)(C) of the Act,47 that File Exchange submitted Amendment No. 2
including whether the proposed rule Number SR–MIAX–2018–25 be and to the proposed rule change.6 The
change is consistent with the Act. hereby is, temporarily suspended. In Commission received no comment
Comments may be submitted by any of addition, the Commission is instituting letters on the proposal. This order
the following methods: proceedings to determine whether the approves the proposed rule change.
proposed rule change should be
Electronic Comments approved or disapproved. II. Description of the Proposed Rule
• Use the Commission’s internet Change
For the Commission, by the Division of
comment form (http://www.sec.gov/ Trading and Markets, pursuant to delegated As described in more detail in the
rules/sro.shtml); or authority.48 Notice,7 the Exchange proposes to: (1)
• Send an email to rule-comments@ Eduardo A. Aleman, Provide for the listing of certain ETPs,
sec.gov. Please include File Number SR– Assitant Secretary. provided that an ETP meets the
MIAX–2018–25 on the subject line. [FR Doc. 2018–21921 Filed 10–9–18; 8:45 am]
applicable requirements of NYSE Rules
Paper Comments BILLING CODE 8011–01–P
5P and 8P and does not have any
component NMS Stock that is listed on
• Send paper comments in triplicate the Exchange or is based on, or
to Brent J. Fields, Secretary, Securities represents an interest in, an underlying
SECURITIES AND EXCHANGE
and Exchange Commission, 100 F Street index or reference asset that includes an
COMMISSION
NE, Washington, DC 20549–1090. NMS Stock listed on the Exchange; 8 (2)
All submissions should refer to File [Release No. 34–84351; File No. SR–NYSE– delete a sentence in NYSE Rule 5.1(a)(1)
Number SR–MIAX–2018–25. This file 2018–30] that is no longer relevant given the
number should be included on the Exchange’s addition of Section 303A to
subject line if email is used. To help the Self-Regulatory Organizations; New
York Stock Exchange LLC; Order the Listed Company Manual,9 which
Commission process and review your requires all NYSE-listed companies,
comments more efficiently, please use Approving a Proposed Rule Change To
Provide for the Listing of Exchange including any ETPs listed on the
only one method. The Commission will Exchange, to comply with Section 303A
post all comments on the Commission’s Traded Products With No Component
NMS Stock Listed on the Exchange, of the Listed Company Manual; (3)
internet website (http://www.sec.gov/ delete certain listing rules that would be
rules/sro.shtml). Copies of the Delete Obsolete Listing Rules for
Exchange Traded Products and Amend superseded by the ETP listing and
submission, all subsequent trading requirements proposed in NYSE
amendments, all written statements Rules Regarding Unlisted Trading
Privileges Rules 5P and 8P; (4) delete all references
with respect to the proposed rule in NYSE Rules 5P and 8P that imply
change that are filed with the October 3, 2018.
Commission, and all written 5 See Securities Exchange Act Release No. 83860,

communications relating to the I. Introduction 83 FR 42534 (August 22, 2018).
6 Amendment No. 2 replaced and superseded the
proposed rule change between the On June 15, 2018, the New York Stock
original filing, as modified by partial Amendment
Commission and any person, other than Exchange LLC (‘‘Exchange’’ or ‘‘NYSE’’) No. 1, in its entirety. In Amendment No. 2, the
those that may be withheld from the filed with the Securities and Exchange Exchange: (i) Provided background information
public in accordance with the Commission (‘‘Commission’’), pursuant regarding its Pillar platform and clarified that it
provisions of 5 U.S.C. 552, will be to Section 19(b)(1) of the Securities would not be listing ETPs on its Pillar platform at
available for website viewing and Exchange Act of 1934 (‘‘Act’’) 1 and Rule this time but that it would announce via trader
update when it plans to do so; (ii) designated as
printing in the Commission’s Public 19b–4 thereunder,2 a proposed rule ‘‘Reserve’’ certain sections of the Listed Company
Reference Room, 100 F Street NE, change to provide for the listing of Manual which rules are being deleted by this
Washington, DC 20549 on official exchange traded products (‘‘ETPs’’) that proposal; (iii) represented that the Commission
business days between the hours of do not have any component NMS approved Exchange listing rules that are
substantially identical to those on NYSE Arca, Inc.
10:00 a.m. and 3:00 p.m. Copies of the Stock 3 listed on the Exchange, delete (‘‘NYSE Arca’’) for certain ETPs; and (iv) made
filing also will be available for obsolete listing rules for ETPs, and technical changes to the rule text and proposal.
inspection and copying at the principal amend rules regarding unlisted trading Because Amendment No. 2 does not materially alter
office of the Exchange. All comments privileges (‘‘UTP’’). The proposed rule the substance of the proposed rule change or raise
unique or novel regulatory issues under the Act, it
received will be posted without change. change was published for comment in is not subject to notice and comment. Amendment
Persons submitting comments are the Federal Register on July 6, 2018.4 No. 2 is available at: https://www.sec.gov/
cautioned that we do not redact or edit On July 24, 2018, the Exchange comments/sr-nyse-2018-30/nyse201830-4274809-
personal identifying information from submitted partial Amendment No. 1 to 173136.pdf.
7 See Notice, supra note 4.
comment submissions. You should
amozie on DSK3GDR082PROD with NOTICES1

8 The Exchange represents that its proposed rules
submit only information that you wish 47 15 U.S.C. 78s(b)(3)(C).
for the qualification, listing, and trading of these
to make available publicly. All 48 17 CFR 200.30–3(a)(57) and (58). products are substantially identical (other than
1 15 U.S.C. 78s(b)(1).
certain non-substantive and technical amendments)
2 17 CFR 240.19b–4.
for consideration of a particular proposal by an as the rules of NYSE Arca and the Exchange’s other
3 NMS Stock is defined in Rule 600 of Regulation affiliates, including NYSE American LLC (‘‘NYSE
SRO. See Securities Acts Amendments of 1975,
Report of the Senate Committee on Banking, NMS, 17 CFR 242.600(b)(47). American’’).
Housing and Urban Affairs to Accompany S. 249, 4 See Securities Exchange Act Release No. 83560 9 Section 303A implements the requirements of

S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). (June 29, 2018), 83 FR 31585 (‘‘Notice’’). Rules 10A–3 and 10C–1 under the Act.

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Federal Register / Vol. 83, No. 196 / Wednesday, October 10, 2018 / Notices 50981

that the initial and continued listing such ETPs conforms NYSE’s rules to the IV. Conclusion
standards contained in those rules may corresponding provisions of the rules of
apply to the trading pursuant to UTP of NYSE National, Inc. (‘‘NYSE It is therefore ordered, pursuant to
such ETPs, and make related changes; National’’).14 Section 19(b)(2) of the Act,18 that the
and (5) amend NYSE Rule 5.1(a)(2) Additionally, the Commission proposed rule change (SR–NYSE–2018–
relating to ETPs trading pursuant to believes that the deletion of listing rules 30), as modified by Amendment No. 2,
UTP to delete the requirement that the that would be superseded by the be, and hereby is, approved.
Exchange file with the Commission a proposed rule change, the proposed For the Commission, by the Division of
Form 19b–4(e) with respect to each ETP amendments to NYSE Rules 5.1(a), and Trading and Markets, pursuant to delegated
it trades by UTP, and to make clear that technical conforming changes are authority.19
the Exchange would halt trading in an appropriate and consistent with Section Eduardo A. Aleman,
ETP trading pursuant to UTP as 6(b)(5) of the Act. These changes would
provided for in NYSE Rule 7.18. Assistant Secretary.
eliminate language that is no longer
[FR Doc. 2018–21907 Filed 10–9–18; 8:45 am]
III. Discussion and Commission relevant and modify the Exchange rules
to be more precise, thereby leading to BILLING CODE 8011–01–P
Findings
greater clarity for Exchange members,
After careful review, the Commission regulators, investors, and the general
finds that the proposed rule change, as public. SECURITIES AND EXCHANGE
amended, is consistent with the COMMISSION
In approving the proposed rule
requirements of the Act and the rules
change, the Commission also relies
and regulations thereunder applicable to [Release No. 34–84352; File No. SR–Phlx–
upon the Exchange’s representation
a national securities exchange.10 In 2018–61]
that: (1) Listed ETPs would be subject to
particular, the Commission finds that
the existing trading surveillances
the proposed rule change is consistent Self-Regulatory Organizations; Nasdaq
administered by the Exchange for ETPs
with Section 6(b) of the Act,11 in PHLX LLC; Notice of Filing and
general, and furthers the objectives of trading UTP, as well as cross-market
surveillances administered by the Immediate Effectiveness of Proposed
Section 6(b)(5) of the Act,12 in Rule Change To Amend, Reorganize
particular, in that it is designed to Financial Industry Regulatory Authority
(‘‘FINRA’’) on behalf of the Exchange, and Enhance Membership,
prevent fraudulent and manipulative
and (2) the initial and continued listing Registration and Qualification Rules
acts and practices, to promote just and
reviews of ETPs listed on the Exchange and To Make Conforming Changes to
equitable principles of trade, to remove
will be conducted in the same manner Certain Other Rules
impediments to and perfect the
mechanism of a free and open market as they are on NYSE’s affiliated
exchange, NYSE Arca.15 Further, the October 3, 2018.
and a national market system, and, in
general, to protect investors and the Exchange or FINRA, on behalf of the Pursuant to Section 19(b)(1) of the
public interest. Exchange, or both, will communicate as Securities Exchange Act of 1934
The Commission believes that the needed regarding trading in ETPs, as (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Exchange’s proposed listing standards well as certain other securities and notice is hereby given that on
for ETPs 13 do not raise any novel issues, financial instruments underlying such September 27, 2018, Nasdaq PHLX LLC
as they are consistent with the rules of ETPs, with other markets and other (‘‘Phlx’’ or ‘‘Exchange’’) filed with the
other national securities exchanges. The entities that are members of the Securities and Exchange Commission
proposed rules for the qualification, Intermarket Surveillance Group (‘‘ISG’’). (‘‘SEC’’ or ‘‘Commission’’) the proposed
listing, and trading of ETPs are The Exchange or FINRA, on behalf of rule change as described in Items I and
substantially identical (other than the Exchange, or both, may obtain II, below, which Items have been
certain non-substantive and technical trading information regarding trading in prepared by the Exchange. The
changes) to the rules of NYSE Arca and ETPs and financial instruments from Commission is publishing this notice to
NYSE American. Moreover, the such markets and other entities. In solicit comments on the proposed rule
Exchange’s proposal to make clear that addition, the Exchange may obtain change from interested persons.
the initial and continued listing information regarding trading in ETPs,
standards in Rules 5P and 8P do not as well as certain other securities and I. Self-Regulatory Organization’s
apply to the trading pursuant to UTP of financial instruments underlying such Statement of the Terms of Substance of
ETPs from markets and other entities the Proposed Rule Change
10 In approving this proposed rule change, the that are members of ISG or with which
Commission has considered the proposed rule’s the Exchange has in place a The Exchange proposes to amend,
impact on efficiency, competition, and capital reorganize and enhance its membership,
formation. See 15 U.S.C. 78c(f).
comprehensive surveillance sharing
11 15 U.S.C. 78f(b). agreement.16 registration and qualification rules and
12 15 U.S.C. 78f(b)(5). The Commission therefore finds that to make conforming changes to certain
13 The proposed listing standards of Rules 5P and the proposed rule change, as modified other rules.
8P: (1) Provide for the listing of certain ETPs, by Amendment No. 2, is consistent The text of the proposed rule change
provided that an ETP meets the applicable
requirements of NYSE Rules 5P and 8P and does with, and furthers the objectives of, is available on the Exchange’s website at
not have any component NMS Stock that is listed Section 6(b)(5) of the Act.17 http://nasdaqphlx.cchwallstreet.com/,
on the Exchange or is based on, or represents an at the principal office of the Exchange,
amozie on DSK3GDR082PROD with NOTICES1

interest in, an underlying index or reference asset
that includes an NMS Stock listed on the Exchange;
14 In addition, the Commission believes that the
and at the Commission’s Public
proposed changes to NYSE Rule 5.1(a)(2) would Reference Room.
(2) delete a sentence in NYSE Rule 5.1(a)(1) that is
further harmonize the Exchange’s rules applicable
no longer relevant given the Exchange’s addition of
Section 303A to the Listed Company Manual; and to ETPs traded on a UTP basis with the rules of
(3) delete all references in NYSE Rules 5P and 8P NYSE National. 18 15 U.S.C. 78s(b)(2).
15 See Notice, supra note 4, at 31587–31588. 19 17 CFR 200.30–3(a)(12).
that imply that the initial and continued listing
16 See id. at 31587. 1 15 U.S.C. 78s(b)(1).
standards contained in those rules may apply to the
trading pursuant to UTP of such ETPs. 17 15 U.S.C. 78f(b)(5). 2 17 CFR 240.19b–4.

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Document Created: 2018-10-10 17:38:09
Document Modified: 2018-10-10 17:38:09

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 50980