83 FR 64167 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting an Extension to Limited Exemptions From Rule 612(c) of Regulation NMS In Connection With the Exchange's Retail Liquidity Programs Until June 30, 2019

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 239 (December 13, 2018)

Page Range		64167-64168
FR Document		2018-27004
Federal Register, Volume 83 Issue 239 (Thursday, December 13, 2018)
[Federal Register Volume 83, Number 239 (Thursday, December 13, 2018)]
[Notices]
[Pages 64167-64168]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-27004]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84762; File No. SR-NYSEArca-2013-107]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting an 
Extension to Limited Exemptions From Rule 612(c) of Regulation NMS In 
Connection With the Exchange's Retail Liquidity Programs Until June 30, 
2019

December 10, 2018.
    On December 23, 2013, the Securities and Exchange Commission 
(``Commission'') issued an order pursuant to its authority under Rule 
612(c) of Regulation NMS (``Sub-Penny Rule'') \1\ that granted NYSE 
Arca, Inc. (``Exchange'') a limited exemption from the Sub-Penny Rule 
in connection with the operation of the Exchange's Retail Liquidity 
Program (``Program'').\2\ The limited exemption was granted 
concurrently with the Commission's approval of the Exchange's proposal 
to adopt its Program for a one-year pilot term.\3\ The exemption was 
granted coterminous with the effectiveness of the pilot Program; both 
the pilot Program and exemption are scheduled to expire on December 31, 
2018.\4\
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    \1\ 17 CFR 242.612(c).
    \2\ See Securities Exchange Act Release No. 71176 (December 23, 
2013), 78 FR 79524 (December 30, 2013) (SR-NYSEArca-2013-107) 
(``Order'').
    \3\ See id.
    \4\ On March 19, 2015, the Exchange requested an extension of 
the exemption for the Program. See letter from Martha Redding, 
Senior Counsel and Assistant Secretary, to Brent J. Fields, 
Secretary, Commission, dated March 19, 2015. The pilot period for 
the Program was extended until September 30, 2015. See Securities 
Exchange Act Release No. 74572 (Mar. 24, 2015), 80 FR 16705 (Mar. 
30, 2015) (SR-NYSEArca-2015-22). On September 17, 2015, the Exchange 
requested another extension of the exemption for the Program. See 
letter from Martha Redding, Senior Counsel and Assistant Secretary, 
to Brent J. Fields, Secretary, Commission, dated September 17, 2015. 
The pilot period for the Program was extended until March 31, 2016. 
See Securities Exchange Act Release Nos. 75994 (Sept. 28, 2015), 80 
FR 59834 (Oct. 2, 2015) (SR-NYSEArca-2015-84) and 77236 (Feb. 25, 
2016), 81 FR 10943 (Mar. 2, 2016) (SR-NYSEArca-2016-30). On March 
17, 2016, the Exchange requested another extension of the exemption 
for the Program. See letter from Martha Redding, Senior Counsel and 
Assistant Secretary, to Brent J. Fields, Secretary, Commission, 
dated March 17, 2016. The pilot period for the Program was extended 
until August 31, 2016. See Securities Exchange Act Release No. 77425 
(Mar. 23, 2016), 81 FR 17523 (Mar. 29, 2016) (SR-NYSEArca-2016-47). 
On August 8, 2016, the Exchange requested another extension of the 
exemption for the Program. See Letter from Martha Redding, Associate 
General Counsel and Assistant Secretary, to Brent J. Fields, 
Secretary, Commission, dated August 8, 2016. The pilot period for 
the Program was extended until December 31, 2016. See Securities 
Exchange Act Release No. 78601 (Aug. 17, 2016), 81 FR 57632 (Aug. 
23, 2016) (SR-NYSEArca-2016-113). On November 28, 2016, the Exchange 
requested another extension of the exemption for the program. See 
Letter from Martha Redding, Associate General Counsel and Assistant 
Secretary, to Brent J. Fields, Secretary, Commission, dated November 
28, 2016. The pilot period for the Program was extended until June 
30, 2017. See Securities Exchange Act Release No. 79495 (Dec. 7, 
2016), 81 FR 90033 (Dec. 13, 2016) (SR-NYSEArca-2016-157). On May 
23, 2017, the Exchange requested another extension of the exemption 
for the program. See Letter from Martha Redding, Associate General 
Counsel and Assistant Secretary, to Brent J. Fields, Secretary, 
Commission, dated May 23, 2017. The pilot period for the Program was 
extended until December 31, 2017. See Securities Exchange Act 
Release No. 80851 (June 2, 2017), 82 FR 26722 (June 8, 2017) (SR-
NYSEArca-2017-63). On November 30, 2017, the Exchange requested 
another extension of the exemption to the program. See Letter from 
Martha Redding, Assistant Secretary, NYSE, to Brent J. Fields, 
Secretary, Commission, dated November 30, 2017. The pilot period for 
the Program was extended until June 30, 2018. See Securities 
Exchange Act Release No. 82289 (December 11, 2017), 82 FR 59677 
(December 15, 2017) (SR-NYSEArca-2017-137). On June 14, 2018, the 
Exchange requested another extension of the exemption for the 
Program. See Letter from Martha Redding, Associate General Counsel 
and Assistant Secretary, NYSE to Brent J. Fields, Secretary, 
Commission, dated June 14, 2018. The pilot period for the Program 
was extended until December 31, 2018. See Securities Exchange Act 
Release No. 83538 (June 28, 2018), 83 FR 31210 (July 3, 2018) (SR-
NYSE-2018-46).
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    The Exchange now seeks to extend the exemptions until June 30, 
2019.\5\ The Exchange's request was made in conjunction with an 
immediately effective filing that extends the operation of the Program 
through the same date.\6\ In its request to extend the exemption, the 
Exchange notes that the participation in the Program has increased more 
recently with additional Retail Liquidity Providers. Accordingly, the 
Exchange has asked for additional time to both allow for additional 
opportunities for greater participation in the Program and allow for 
further assessment of the results of such participation. For this 
reason and the reasons stated in the Order originally granting the 
limited exemptions, the Commission finds that extending the exemption, 
pursuant to its authority under Rule 612(c) of Regulation NMS, is 
appropriate in the public interest and consistent with the protection 
of investors.
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    \5\ See Letter from Martha Redding, Associate General Counsel 
and Assistant Secretary, NYSE to Brent J. Fields, Secretary, 
Commission, dated November 30, 2018.
    \6\ See SR-NYSEArca-2018-89.
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    Therefore, it is hereby ordered that, pursuant to Rule 612(c) of 
Regulation NMS, the Exchange is granted a limited exemption from Rule 
612 of Regulation NMS that allows it to accept and rank orders priced 
equal to or greater than $1.00 per share in increments of $0.001, in 
connection with the operation of its Retail Liquidity Program, until 
June 30, 2019.
    The limited and temporary exemption extended by this Order is 
subject to

[[Page 64168]]

modification or revocation if at any time the Commission determines 
that such action is necessary or appropriate in furtherance of the 
purposes of the Securities Exchange Act of 1934. Responsibility for 
compliance with any applicable provisions of the Federal securities 
laws must rest with the persons relying on the exemptions that are the 
subject of this Order.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(83).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2018-27004 Filed 12-12-18; 8:45 am]
 BILLING CODE 8011-01-P
64168 Federal Register / Vol. 83, No. 239 / Thursday, December 13, 2018 / Notices

modification or revocation if at any time II. Self-Regulatory Organization’s opening price is anticipated to occur;
the Commission determines that such Statement of the Purpose of, and the Reference Price is not published as
action is necessary or appropriate in Statutory Basis for, the Proposed Rule part of the pre-opening indication.
furtherance of the purposes of the Change Rule 15(c)(1)(A) specifies that the
Securities Exchange Act of 1934. In its filing with the Commission, the Reference Price for a security (other
Responsibility for compliance with any self-regulatory organization included than an American Depository Receipt)
applicable provisions of the Federal that is already listed on the Exchange
statements concerning the purpose of,
securities laws must rest with the will be the security’s last reported sale
and basis for, the proposed rule change
price on the Exchange.6 The Exchange
persons relying on the exemptions that and discussed any comments it received
proposes to amend Rule 15(c)(1)(A) to:
are the subject of this Order. on the proposed rule change. The text
(i) Use the Official Closing Price rather
For the Commission, by the Division of
of those statements may be examined at
than the last reported sale price as an
Trading and Markets, pursuant to delegated the places specified in Item IV below.
Exchange-listed security’s Reference
authority.7 The Exchange has prepared summaries,
Price; and (ii) specify that the Official
set forth in sections A, B, and C below,
Eduardo A. Aleman, Closing Price would be adjusted as
of the most significant parts of such
Deputy Secretary. applicable based on the publicly
statements.
[FR Doc. 2018–27004 Filed 12–12–18; 8:45 am] disclosed terms of a corporate action.
A. Self-Regulatory Organization’s Official Closing Price. Currently, the
BILLING CODE 8011–01–P
Statement of the Purpose of, and the reference in Rule 15(c)(1)(A) to a
Statutory Basis for, the Proposed Rule security’s ‘‘last reported sale price’’
Change means the last round-lot sale price on
SECURITIES AND EXCHANGE
the Exchange that is reported to the
COMMISSION 1. Purpose
Consolidated Tape, which includes the
The Exchange proposes to amend closing transaction price of a round lot
[Release No. 34–84755; File No. SR–NYSE– Rule 15 relating to a security’s Reference or more in a security, and if there was
2018–60] Price that is used in determining no closing transaction, the last round-lot
whether to publish a pre-opening sale price on the Exchange in that
Self-Regulatory Organizations; New indication prior to an opening auction security. For example, if there was no
York Stock Exchange LLC; Notice of in a security that is already listed on the closing transaction, and the last
Filing and Immediate Effectiveness of Exchange. The Exchange proposes to reported sale price of a round lot or
Proposed Rule Change To Amend Rule use the ‘‘Official Closing Price’’ (‘‘OCP’’) more on the Exchange was from 3:30
15 Relating to the Reference Price for rather than the last reported sale price 4 p.m., the Exchange would use that 3:30
Exchange-Listed Securities as an Exchange-listed security’s p.m. last reported sale price as the
Reference Price and to clarify that such Reference Price for Rule 15(c)(1)(A). If
December 7, 2018. Reference Price would be adjusted as there was no reported sale price the
Pursuant to Section 19(b)(1) 1 of the applicable based on the publicly prior day, the Exchange will use the last
Securities Exchange Act of 1934 disclosed terms of a corporate action. reported sale price, regardless of how
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3 Rule 15(a) states that a pre-opening long ago it was published.
notice is hereby given that on December indication will include the security and The Exchange proposes to update the
4, 2018, New York Stock Exchange LLC the price range within which the terminology used in Rule 15(c)(1)(A) to
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with opening price is anticipated to occur reference the term OCP rather than
the Securities and Exchange and that a pre-opening indication is reference a security’s ‘‘last reported sale
Commission (‘‘Commission’’) the published via the securities information price.’’ When the OCP is determined
processor and the Exchange’s under Rule 123C(1)(e)(i),7 use of such
proposed rule change as described in
proprietary data feeds. Rule 15(b) OCP for purposes of Rule 15(c)(1)(A)
Items I and II below, which Items have
provides that a designated market maker would result in the same Reference
been prepared by the Exchange. The
(‘‘DMM’’) will publish a pre-opening Price as under the current rule using the
Commission is publishing this notice to indication either: (i) Before a security last reported sale price.8 In addition, by
solicit comments on the proposed rule opens if the opening transaction on the
change from interested persons. Exchange is anticipated to be at a price 6 See Rule 15(c)(1). Rule 15(c)(1)(B)–(D) also

that represents a change of more than specifies what the Reference Price will be for a
I. Self-Regulatory Organization’s security that is the subject of an initial public
Statement of the Terms of Substance of the ‘‘Applicable Price Range,’’ as offering, that is transferred from another securities
the Proposed Rule Change specified in Rule 15(d),5 from a market, or that is listed under Footnote (E) to
specified ‘‘Reference Price,’’ as specified Section 102.01B of the Listed Company Manual.
The Exchange proposes to amend in Rule 15(c); or (ii) if a security has not 7 In 2015, the Exchange amended Rule 123C to

Rule 15 relating to the Reference Price opened by 10:00 a.m. Eastern Time. define the term OCP and specified how the
Exchange would determine the OCP for a security.
for Exchange-listed securities. The Accordingly, the Reference Price See Securities Exchange Act Release No. 76598
proposed rule change is available on the operates as a trigger for whether to (December 9, 2015), 80 FR 77688 (December 15,
Exchange’s website at www.nyse.com, at publish a pre-opening indication. The 2015) (SR–NYSE–2015–62) (Notice of filing and
pre-opening indication price range that immediate effectiveness of proposed rule change).
the principal office of the Exchange, and 8 Rule 123C(1)(e)(i) provides that ‘‘[t]he Official
at the Commission’s Public Reference is published is based on where the Closing Price is the price established in a closing
amozie on DSK3GDR082PROD with NOTICES1

Room. 4 All references to ‘‘last reported sale price’’ or
transaction under paragraphs (7) and (8) of [Rule
123C] of one round lot or more. If there is no closing
‘‘last-sale eligible trade’’ are to a trade that is of at transaction in a security or if a closing transaction
least one round lot. is less than a round lot, the Official Closing Price
5 Under Rule 15(d)(1), the Applicable Price Range will be the most recent last-sale eligible trade in
7 17 CFR 200.30–3(a)(83).
1 15
for determining whether to publish a pre-opening such security on the Exchange on that trading day.’’
U.S.C. 78s(b)(1).
indication is 5% for securities with a Reference Rule 123C(7) and (8) specify the allocation process
2 15 U.S.C. 78a.
Price over $3.00 and $0.15 for securities with a for the closing transaction. Rule 123C(1)(e)(i)(A)
3 17 CFR 240.19b–4. Reference Price equal to or lower than $3.00. provides that ‘‘[i]f there were no last-sale eligible

VerDate Sep<11>2014 17:12 Dec 12, 2018 Jkt 247001 PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 E:\FR\FM\13DEN1.SGM 13DEN1
Document Created: 2018-12-13 01:15:15
Document Modified: 2018-12-13 01:15:15
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 64167