83 FR 56385 - Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to New Derivative Securities Products

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 219 (November 13, 2018)

Page Range		56385-56387
FR Document		2018-24636
Federal Register, Volume 83 Issue 219 (Tuesday, November 13, 2018)
[Federal Register Volume 83, Number 219 (Tuesday, November 13, 2018)]
[Notices]
[Pages 56385-56387]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-24636]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84542; File No. SR-Phlx-2018-67]


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to New 
Derivative Securities Products

November 6, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on October 24, 2018, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Phlx Rule 803 related to derivative

[[Page 56386]]

securities traded under unlisted trading privileges (``UTP'') to remove 
the requirement in Rule 803(o)(3) for the Exchange to file with the 
Commission a Form 19b-4(e) for each ``new derivative securities 
product'' as defined in Rule 19b-4(e) under the Act \3\ (``Derivative 
Security'') traded under UTP and renumber the remaining provisions of 
Rule 803(o) to maintain an organized rule structure. The Exchange has 
designated this rule change as ``non-controversial'' under Section 
19(b)(3)(A) of the Act \4\ and provided the Commission with the notice 
required by Rule 19b-4(f)(6) thereunder.\5\
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    \3\ 17 CFR 240.19b-4(e)
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqphlx.cchwallstreet.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 Exchange 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 these 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 aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend Rule 803 
related to derivative securities traded under UTP by removing the 
requirement in Rule 803(o)(3) for the Exchange to file with the 
Commission a Form 19b-4(e) for each Derivative Security, and 
renumbering the remaining rules of Rule 803(o) to maintain an organized 
rule structure, as described below.
    Rule 803(o)(3) sets forth the requirement for Phlx to file with the 
Commission a Form 19b-4(e) with respect to each Derivative Security 
that is traded under UTP. However, Phlx believes that it should not be 
necessary to file a Form 19b-4(e) with the Commission if it begins 
trading a Derivative Security on a UTP basis, because Rule 19b- 4(e)(1) 
under the Act refers to the ``listing and trading'' of a ``new 
derivative securities product.''
    The Exchange believes that the requirements of that rule refers 
[sic] to when an exchange lists and trades a Derivative Security, and 
not when an exchange seeks only to trade such product on a UTP basis 
pursuant to Rule 12f-2 under the Act.\6\ Therefore, Phlx proposes to 
delete the requirement in current Rule 803(o)(3) for Phlx to file a 
Form 19b-4(e) with the Commission with respect to each Derivative 
Security it begins trading on a UTP basis. In addition, as a result of 
the deletion of current Rule 803(a)(1) Phlx proposes to renumber 
current Rule 803(o)(4), as Rule 803(o)(3).
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    \6\ 17 CFR 240.12f-2.
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2. Statutory Basis
    Phlx believes that the proposed rule change is consistent with the 
provisions of Section 6(b) \7\ of the Act in general, and furthers the 
objectives of Section 6(b)(5) of the Act \8\ 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. Specifically, eliminating the requirement to file a 
Form 19b-4(e) for each Derivative Security the Exchange begins trading 
on a UTP basis removes an unnecessary regulatory requirement thereby 
providing for a more efficient process for adding Derivative Securities 
to trading on the Exchange on a UTP basis.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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    In addition, the Exchange notes that a substantially identical 
proposed rule change by NYSE National, Inc. (``NYSE National'') was 
recently approved by the Commission.\9\ In particular, the Commission 
noted in the approval order that it ``believes that the filing of a 
Form 19b-4(e) is not required when an Exchange is trading a new 
derivative securities product on a UTP basis only'' \10\ and also found 
that the NYSE National's proposed rule change is ``consistent with the 
requirements of Section 6(b)(5) of the Act.'' \11\
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    \9\ See Securities Exchange Act Release No. 83289 (May 17, 
2018), 83 FR 23968 (May 23, 2018) (Order Approving File No. SR-
NYSENAT-2018-02).
    \10\ See supra note 9 at page 23975 at footnote 149.
    \11\ See supra note 9 at page 23975-6.
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    With respect to the renumbering of current Rule 803(o)(4) as Rule 
803(o)(3), the Exchange believes that this change is consistent with 
the Act because they [sic] will allow the Exchange to maintain a clear 
and organized rule structure, thus preventing investor confusion.
    For these reasons, Phlx believes the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Phlx does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. To the contrary, removing the 
requirement to file a Form 19b-4(e) will serve to enhance competition 
by providing for the efficient addition of Derivative Securities for 
trading under UTP on Phlx. To the extent that a competitor marketplace 
believes that the proposed rule change places it at a competitive 
disadvantage, it may file with the Commission a proposed rule change to 
adopt the same or similar rule.
    In addition, the proposal to renumber the current Rules [sic] 
803(o)(4) as Rule 803(o)(3) does not impact competition in any respect 
since it merely maintains a clear and organized rule structure.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the proposed rule change does not: (i) Significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; or (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, it has become effective pursuant to 
Section 19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(6) 
thereunder.\13\
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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. Waiving the 30-day delay would permit the Exchange to more 
efficiently add Derivative Securities to the

[[Page 56387]]

Exchange under UTP without the unnecessary requirement to file a 19b-
4(e) with the Commission. The Commission also notes that because Phlx 
is adopting a rule that is substantially identical to a similar NYSE 
National rule, the proposed change does not present any new or novel 
issues. Thus, the Commission believes that waiver of the 30-day 
operative delay is consistent with the protection of investors and the 
public interest and hereby waives the 30-day operative delay and 
designates the proposed rule change to be operative upon filing.\14\
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    \14\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the 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.

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 Comments

     Use 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-Phlx-2018-67 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-Phlx-2018-67. 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 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 the 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-Phlx-2018-67 and should be submitted on 
or before December 4, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-24636 Filed 11-9-18; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 219 / Tuesday, November 13, 2018 / Notices 56385

discrimination between customers, investors or the public interest; (ii) Commission and any person, other than
issuers, brokers, or dealers. As noted impose any significant burden on those that may be withheld from the
above, the effect of the proposed rule competition; and (iii) become operative public in accordance with the
change is to change the threshold for prior to 30 days from the date on which provisions of 5 U.S.C. 552, will be
listed companies to benefit from the it was filed, or such shorter time as the available for website viewing and
exemptions from the NYSE Commission may designate, if printing in the Commission’s Public
compensation committee requirements consistent with the protection of Reference Room, 100 F Street NE,
applicable to smaller reporting investors and the public interest, the Washington, DC 20549 on official
companies so that all companies that proposed rule change has become business days between the hours of
qualify for smaller reporting company effective pursuant to Section 19(b)(3)(A) 10:00 a.m. and 3:00 p.m. Copies of such
status under the revised SEC definition of the Act and Rule 19b–4(f)(6)(iii) filing also will be available for
will qualify for those exemptions. Listed thereunder. inspection and copying at the principal
smaller reporting companies must At any time within 60 days of the office of the Exchange. All comments
comply with all other applicable filing of such proposed rule change, the received will be posted without change.
Exchange corporate governance Commission summarily may Persons submitting comments are
requirements, including all other temporarily suspend such rule change if cautioned that we do not redact or edit
applicable compensation committee it appears to the Commission that such personal identifying information from
requirements. The Commission has action is necessary or appropriate in the comment submissions. You should
already determined through its own public interest, for the protection of submit only information that you wish
rulemaking that the revised thresholds investors, or otherwise in furtherance of to make available publicly. All
for smaller reporting company status the purposes of the Act. If the submissions should refer to File
proposed in this rule proposal are Commission takes such action, the Number SR–NYSE–2018–51, and
consistent with the goal of the Act to Commission shall institute proceedings should be submitted on or before
further the protection of investors and under Section 19(b)(2)(B) 15 of the Act to December 4, 2018.
the public interest 12 and the Exchange determine whether the proposed rule For the Commission, by the Division of
believes that its own proposal is change should be approved or Trading and Markets, pursuant to delegated
consistent with Section 6(b)(5) of the disapproved. authority.16
Act for the same reasons. IV. Solicitation of Comments Eduardo A. Aleman,
Assistant Secretary.
B. Self-Regulatory Organization’s Interested persons are invited to
[FR Doc. 2018–24637 Filed 11–9–18; 8:45 am]
Statement on Burden on Competition submit written data, views, and
BILLING CODE 8011–01–P
The Exchange does not believe that arguments concerning the foregoing,
the proposed rule change will impose including whether the proposed rule
any burden on competition that is not change is consistent with the Act. SECURITIES AND EXCHANGE
necessary or appropriate in furtherance Comments may be submitted by any of COMMISSION
of the purposes of the Act. The the following methods:
[Release No. 34–84542; File No. SR–Phlx–
proposed rule change will not impose Electronic Comments 2018–67]
any burden competition as its sole
purpose is to change the threshold for • Use the Commission’s internet
comment form (http://www.sec.gov/ Self-Regulatory Organizations; Nasdaq
listed companies to benefit from the PHLX LLC; Notice of Filing and
exemptions from the NYSE rules/sro.shtml); or
• Send an email to rule-comments@ Immediate Effectiveness of Proposed
compensation committee requirements Rule Change Relating to New
sec.gov. Please include File Number SR–
applicable to smaller reporting Derivative Securities Products
NYSE–2018–51 on the subject line.
companies so that all companies that
qualify for smaller reporting company Paper Comments November 6, 2018.
status under the revised SEC definition Pursuant to Section 19(b)(1) of the
• Send paper comments in triplicate
will qualify for those exemptions. Securities Exchange Act of 1934
to Secretary, Securities and Exchange
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
C. Self-Regulatory Organization’s Commission, 100 F Street NE,
notice is hereby given that on October
Statement on Comments on the Washington, DC 20549–1090.
24, 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
Proposed Rule Change Received From All submissions should refer to File ‘‘Exchange’’) filed with the Securities
Members, Participants, or Others Number SR–NYSE–2018–51. This file and Exchange Commission
No written comments were solicited number should be included on the (‘‘Commission’’) the proposed rule
or received with respect to the proposed subject line if email is used. To help the change as described in Items I and II
rule change. Commission process and review your below, which Items have been prepared
comments more efficiently, please use by the Exchange. The Commission is
III. Date of Effectiveness of the only one method. The Commission will publishing this notice to solicit
Proposed Rule Change and Timing for post all comments on the Commission’s comments on the proposed rule change
Commission Action internet website (http://www.sec.gov/ from interested persons.
The Exchange has filed the proposed rules/sro.shtml). Copies of the
rule change pursuant to Section submission, all subsequent I. Self-Regulatory Organization’s
19(b)(3)(A)(iii) of the Act 13 and Rule amendments, all written statements Statement of the Terms of Substance of
amozie on DSK3GDR082PROD with NOTICES1

19b–4(f)(6) thereunder.14 Because the with respect to the proposed rule the Proposed Rule Change
proposed rule change does not: (i) change that are filed with the The Exchange proposes to amend
Significantly affect the protection of Commission, and all written Phlx Rule 803 related to derivative
communications relating to the
12 See footnote 4, supra. proposed rule change between the 16 17 CFR 200.30–3(a)(12).
13 15 U.S.C. 78s(b)(3)(A)(iii). 1 15 U.S.C. 78s(b)(1).
14 17 CFR 240.19b–4(f)(6). 15 15 U.S.C. 78s(b)(2)(B). 2 17 CFR 240.19b–4.

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56386 Federal Register / Vol. 83, No. 219 / Tuesday, November 13, 2018 / Notices

securities traded under unlisted trading refers to the ‘‘listing and trading’’ of a maintain a clear and organized rule
privileges (‘‘UTP’’) to remove the ‘‘new derivative securities product.’’ structure, thus preventing investor
requirement in Rule 803(o)(3) for the The Exchange believes that the confusion.
Exchange to file with the Commission a requirements of that rule refers [sic] to For these reasons, Phlx believes the
Form 19b–4(e) for each ‘‘new derivative when an exchange lists and trades a proposed rule change is consistent with
securities product’’ as defined in Rule Derivative Security, and not when an the requirements of Section 6(b)(5) of
19b–4(e) under the Act 3 (‘‘Derivative exchange seeks only to trade such the Act.
Security’’) traded under UTP and product on a UTP basis pursuant to Rule
B. Self-Regulatory Organization’s
renumber the remaining provisions of 12f–2 under the Act.6 Therefore, Phlx
Statement on Burden on Competition
Rule 803(o) to maintain an organized proposes to delete the requirement in
rule structure. The Exchange has current Rule 803(o)(3) for Phlx to file a Phlx does not believe that the
designated this rule change as ‘‘non- Form 19b–4(e) with the Commission proposed rule change will result in any
controversial’’ under Section 19(b)(3)(A) with respect to each Derivative Security burden on competition that is not
of the Act 4 and provided the it begins trading on a UTP basis. In necessary or appropriate in furtherance
Commission with the notice required by addition, as a result of the deletion of of the purposes of the Act. To the
Rule 19b–4(f)(6) thereunder.5 current Rule 803(a)(1) Phlx proposes to contrary, removing the requirement to
The text of the proposed rule change renumber current Rule 803(o)(4), as file a Form 19b–4(e) will serve to
is available on the Exchange’s website at Rule 803(o)(3). enhance competition by providing for
http://nasdaqphlx.cchwallstreet.com/, the efficient addition of Derivative
2. Statutory Basis Securities for trading under UTP on
at the principal office of the Exchange,
and at the Commission’s Public Phlx believes that the proposed rule Phlx. To the extent that a competitor
Reference Room. change is consistent with the provisions marketplace believes that the proposed
of Section 6(b) 7 of the Act in general, rule change places it at a competitive
II. Self-Regulatory Organization’s and furthers the objectives of Section disadvantage, it may file with the
Statement of the Purpose of, and 6(b)(5) of the Act 8 in particular, in that Commission a proposed rule change to
Statutory Basis for, the Proposed Rule it is designed to prevent fraudulent and adopt the same or similar rule.
Change manipulative acts and practices, to In addition, the proposal to renumber
In its filing with the Commission, the promote just and equitable principles of the current Rules [sic] 803(o)(4) as Rule
Exchange included statements trade, to remove impediments to and 803(o)(3) does not impact competition
concerning the purpose of and basis for perfect the mechanism of a free and in any respect since it merely maintains
the proposed rule change and discussed open market and a national market a clear and organized rule structure.
any comments it received on the system, and, in general, to protect
C. Self-Regulatory Organization’s
proposed rule change. The text of these investors and the public interest.
Statement on Comments on the
statements may be examined at the Specifically, eliminating the
Proposed Rule Change Received From
places specified in Item IV below. The requirement to file a Form 19b–4(e) for
Members, Participants, or Others
Exchange has prepared summaries, set each Derivative Security the Exchange
forth in sections A, B, and C below, of begins trading on a UTP basis removes No written comments were either
the most significant aspects of such an unnecessary regulatory requirement solicited or received.
statements. thereby providing for a more efficient III. Date of Effectiveness of the
process for adding Derivative Securities Proposed Rule Change and Timing for
A. Self-Regulatory Organization’s
to trading on the Exchange on a UTP Commission Action
Statement of the Purpose of, and
basis.
Statutory Basis for, the Proposed Rule In addition, the Exchange notes that a Because the proposed rule change
Change substantially identical proposed rule does not: (i) Significantly affect the
1. Purpose change by NYSE National, Inc. (‘‘NYSE protection of investors or the public
National’’) was recently approved by the interest; (ii) impose any significant
The purpose of the proposed rule burden on competition; or (iii) become
change is to amend Rule 803 related to Commission.9 In particular, the
Commission noted in the approval order operative prior to 30 days from the date
derivative securities traded under UTP on which it was filed, or such shorter
by removing the requirement in Rule that it ‘‘believes that the filing of a Form
19b–4(e) is not required when an time as the Commission may designate,
803(o)(3) for the Exchange to file with it has become effective pursuant to
the Commission a Form 19b–4(e) for Exchange is trading a new derivative
securities product on a UTP basis Section 19(b)(3)(A) of the Act 12 and
each Derivative Security, and
only’’ 10 and also found that the NYSE Rule 19b–4(f)(6) thereunder.13
renumbering the remaining rules of Rule The Exchange has asked the
803(o) to maintain an organized rule National’s proposed rule change is
‘‘consistent with the requirements of Commission to waive the 30-day
structure, as described below. operative delay so that the proposal may
Rule 803(o)(3) sets forth the Section 6(b)(5) of the Act.’’ 11
With respect to the renumbering of become operative immediately upon
requirement for Phlx to file with the
current Rule 803(o)(4) as Rule 803(o)(3), filing. Waiving the 30-day delay would
Commission a Form 19b–4(e) with
the Exchange believes that this change permit the Exchange to more efficiently
respect to each Derivative Security that
is consistent with the Act because they add Derivative Securities to the
is traded under UTP. However, Phlx
believes that it should not be necessary [sic] will allow the Exchange to
12 15 U.S.C. 78s(b)(3)(A).
to file a Form 19b–4(e) with the
amozie on DSK3GDR082PROD with NOTICES1

13 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
6 17 CFR 240.12f–2.
Commission if it begins trading a 7 15 U.S.C. 78f(b). 4(f)(6)(iii) requires a self-regulatory organization to
Derivative Security on a UTP basis, 8 15 U.S.C. 78f(b)(5).
give the Commission written notice of its intent to
because Rule 19b– 4(e)(1) under the Act file the proposed rule change, along with a brief
9 See Securities Exchange Act Release No. 83289
description and text of the proposed rule change,
(May 17, 2018), 83 FR 23968 (May 23, 2018) (Order at least five business days prior to the date of filing
3 17 CFR 240.19b–4(e) Approving File No. SR–NYSENAT–2018–02). of the proposed rule change, or such shorter time
4 15 U.S.C. 78s(b)(3)(A). 10 See supra note 9 at page 23975 at footnote 149.
as designated by the Commission. The Exchange
5 17 CFR 240.19b–4(f)(6). 11 See supra note 9 at page 23975–6. has satisfied this requirement.

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Document Created: 2018-11-10 03:18:47
Document Modified: 2018-11-10 03:18:47
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 56385