83 FR 60935 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Add to the Rules of the Exchange the Twelfth Amended and Restated Operating Agreement of the New York Stock Exchange LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 228 (November 27, 2018)

[Federal Register Volume 83, Number 228 (Tuesday, November 27, 2018)]
[Notices]
[Pages 60935-60936]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-25882]



[[Page 60935]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84641; File No. SR-NYSEAMER-2018-52]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Add to the 
Rules of the Exchange the Twelfth Amended and Restated Operating 
Agreement of the New York Stock Exchange LLC

November 21, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on November 19, 2018, NYSE American LLC (``Exchange'' or ``NYSE 
American'') 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.
---------------------------------------------------------------------------

    \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 Substance 
of the Proposed Rule Change

    The Exchange proposes to add to the rules of the Exchange the 
Twelfth Amended and Restated Operating Agreement of the New York Stock 
Exchange LLC (``NYSE LLC''). The proposed 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to add to the rules of the Exchange the 
Twelfth Amended and Restated Operating Agreement of the NYSE LLC (the 
``Twelfth NYSE Operating Agreement'').
    NYSE LLC has a wholly-owned subsidiary, NYSE Market (DE), Inc. 
(``NYSE Market (DE), Inc.''), which owns a majority interest in NYSE 
Amex Options LLC (``NYSE Amex Options''), a facility of the Exchange. 
The Exchange and NYSE Market (DE) are the only members of NYSE Amex 
Options.\4\ Because of NYSE LLC's ownership of NYSE Market (DE), the 
Exchange filed the Eleventh Amended and Restated Operating Agreement of 
the NYSE LLC (``Eleventh NYSE Operating Agreement'') as a ``rule of the 
Exchange'' under Section 3(a)(27) of the Exchange Act.\5\
---------------------------------------------------------------------------

    \4\ See Exchange Act Release No. 75301 (June 25, 2015), 80 FR 
37695 (July 1, 2015) (SR-NYSEMKT-2015-44) (notice of filing and 
immediate effectiveness of proposed rule change amending the 
members' schedule of the Amended and Restated Limited Liability 
Company Agreement of NYSE Amex Options LLC).
    \5\ See 15 U.S.C. 78c(a)(27); Securities Exchange Act Release 
Nos. 82923 (March 22, 2018), 83 FR 13161 (March 27, 2018) (SR-
NYSEAmer-2018-10); 79232 (November 3, 2016), 81 FR 78873 (November 
9, 2016) (SR-NYSEMKT2016-96); and 75984 (September 25, 2015), 80 FR 
59213, 59214 (October 1, 2015) (SR-NYSEMKT2015-71) [sic].
---------------------------------------------------------------------------

    On November 14, 2018, the NYSE LLC amended the Eleventh NYSE 
Operating Agreement to harmonize certain provisions with similar 
provisions in the governing documents of the Exchange's national 
securities exchange affiliates, and parent companies, as well as make 
clarifying, technical and conforming changes.\6\ Such rule change will 
become operative 30 days from the date on which it was filed, or such 
shorter time as the Commission may designate.\7\
---------------------------------------------------------------------------

    \6\ See SR-NYSE-2018-56 (November 14, 2018).
    \7\ Id., at 10.
---------------------------------------------------------------------------

    Consistent with that change, the Exchange is filing to remove the 
obsolete Eleventh NYSE Operating Agreement as a ``rule of the 
exchange'' under Section 3(a)(27) of the Act, and replace it with the 
Twelfth NYSE Operating Agreement as a ``rule of the exchange'' under 
Section 3(a)(27) of the Act.\8\ The Exchange proposes that the rule 
change become effective on the date that the rule change amending the 
Eleventh NYSE Operating Agreement becomes operative.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78c(a)(27).
---------------------------------------------------------------------------

    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange, its 
facility NYSE Amex Options, or NYSE Amex Options' direct and indirect 
parent entities.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \9\ in general, and with Section 
6(b)(1) \10\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change would 
contribute to the orderly operation of the Exchange and would enable 
the Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members because, by removing the obsolete 
Eleventh NYSE Operating Agreement and making the Twelfth NYSE Operating 
Agreement a rule of the Exchange, the Exchange would be ensuring that 
its rules remain consistent with the NYSE LLC operating agreement in 
effect.
    The Exchange notes that, as with the Eleventh NYSE Operating 
Agreement, it would be required to file any changes to the Twelfth NYSE 
Operating Agreement with the Commission as a proposed rule change.\11\ 
In addition, the Exchange believes that the proposed changes are 
consistent with and will facilitate an ownership structure of the 
Exchange's facility NYSE Amex Options that will provide the Commission 
with appropriate oversight tools to ensure that the Commission will 
have the ability to enforce the Exchange Act with respect to NYSE Amex 
Options and its direct and indirect parent entities.
---------------------------------------------------------------------------

    \11\ The Exchange notes that any amendment to the Twelfth NYSE 
Operating Agreement would require that NYSE LLC file a proposed rule 
change with the Commission.
---------------------------------------------------------------------------

    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Exchange Act \12\ 
because the proposed

[[Page 60936]]

rule change would be consistent with and facilitate a governance and 
regulatory structure that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in 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. The Exchange believes that obsolete removing the 
Eleventh NYSE Operating Agreement from its rules and adding the Twelfth 
NYSE Operating Agreement would remove impediments to the operation of 
the Exchange by ensuring that its rules remain consistent with the NYSE 
LLC operating agreement in effect. The Exchange notes that, as with the 
Eleventh NYSE Operating Agreement, no amendment to the Twelfth Amended 
[sic] NYSE Operating Agreement could be made without the Exchange 
filing a proposed rule change with the Commission. For the same 
reasons, the proposed rule change is also designed to protect investors 
as well as the public interest.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 purposes of the Exchange Act. The proposed rule 
change is not designed to address any competitive issue but rather is 
concerned solely with ensuring that the Commission will have the 
ability to enforce the Exchange Act with respect to NYSE Amex Options 
and its direct and indirect parent entities.

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 proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \13\ and Rule 19b-4(f)(3) \14\ thereunder. 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.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------

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-NYSEAMER-2018-52 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-NYSEAMER-2018-52. 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-NYSEAMER-2018-52 and should be submitted 
on or before December 18, 2018.
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
Brent J. Fields,
Secretary.
[FR Doc. 2018-25882 Filed 11-26-18; 8:45 am]
 BILLING CODE 8011-01-P