83_FR_8169 83 FR 8132 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Listing Standard for Warrants in Section 105 of the NYSE American Company Guide

83 FR 8132 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Listing Standard for Warrants in Section 105 of the NYSE American Company Guide

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 37 (February 23, 2018)

Page Range8132-8134
FR Document2018-03697

Federal Register, Volume 83 Issue 37 (Friday, February 23, 2018)
[Federal Register Volume 83, Number 37 (Friday, February 23, 2018)]
[Notices]
[Pages 8132-8134]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-03697]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82737; File No. SR-NYSEAMER-2018-04]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its 
Listing Standard for Warrants in Section 105 of the NYSE American 
Company Guide

February 16, 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 February 6, 2018, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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 its listing standard for warrants as 
set forth in Section 105 of the NYSE American Company Guide (the 
``Company Guide'') to provide that any reduction in the exercise price 
of a listed warrant must be widely publicized and must continue in 
effect for at least 20 business days \3\ (or such longer period as may 
be required under the tender offer rules of the Securities and Exchange 
Commission (``SEC'' or ``Commission'')) and otherwise comply with any 
other applicable tender offer regulatory provisions under the federal 
securities laws, including Section 13(e) \4\ of the Act and Rule 13e-4 
\5\ under the Act. The proposed rule 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.
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    \3\ The term ``business day'' is used as defined in Rule 14d-
1(g)(3) under the Act (17 CFR 240.14d-1(g)(3)).
    \4\ 15 U.S.C. 78m(e).
    \5\ 17 CFR 240.13e-4.
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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 amend its listing standard for warrants as 
set forth in Section 105 of the Company Guide to provide that any 
reduction in the exercise price of a listed warrant must be widely 
publicized and must continue in effect for at least 20 business days 
(or such longer period as may be required under the tender offer rules 
of the Securities and Exchange Commission (``SEC'' or ``Commission'')) 
and otherwise comply with any other applicable tender offer regulatory 
provisions under the federal securities laws, including Section 13(e) 
of the Act and Rule 13e-4 under the Act.
    Section 105 currently provides that the issuer of a listed warrant 
may reduce the exercise price of such warrant provided that in doing so 
it establishes a minimum period of ten business days within which such 
price reduction will be in effect.\6\ The Exchange now proposes to 
amend this provision so that it will be consistent with the tender 
offer regulatory provisions applicable under the federal securities 
laws and SEC rules.\7\
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    \6\ Section 105 in its current form was approved in Securities 
Exchange Act Release No. 22777 (January 8, 1986); 51 FR 2613 
(January 17, 1986).
    \7\ The proposed amendment will conform the rule to changes 
recently adopted by the NYSE in its own warrant listing standard. 
See Securities Exchange Act Release No. 82566 (SR-NYSE-2018-04) 
(January 22, 2018).
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    A reduction in the exercise price of publicly-traded warrants for a 
limited time period is deemed to be a tender offer by the SEC staff and 
is therefore subject to the requirements of the SEC's tender offer 
rules as set forth in Regulation 14E under the Act.\8\ SEC Rule 14e-
1(a) \9\ requires that any tender offer subject to Regulation 14E be 
held

[[Page 8133]]

open for at least 20 business days. SEC Rule 14e-1(b) \10\ provides for 
certain circumstances in which a tender offer period must be extended 
beyond that initial 20 business day period. Rule 14e-1(c) \11\ under 
the Act requires securityholders to be paid promptly after tendering 
their securities into a tender offer. In addition, all tender offers 
for listed warrants will be subject to Section 13(e) of the Act, Rule 
13e-4 under the Act, Section 14(e) \12\ of the Act, and Regulation 14E 
under the Act.
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    \8\ 17 CFR 240.14e-1 et seq.
    \9\ 17 CFR 240.14e-1(a).
    \10\ 17 CFR 240.14e-1(b).
    \11\ 17 CFR 240.14e-1(c).
    \12\ 15 U.S.C. 78n(e).
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    The Exchange proposes to require the issuer of any warrant which 
gives the issuer the right, at its discretion, to reduce the exercise 
price of the warrant for periods of time, or from time to time, to 
undertake to comply with any applicable tender offer regulatory 
provisions under the federal securities laws, including a minimum 
period of 20 business days within which such price reduction will be in 
effect (or such longer period as may be required under the SEC's tender 
offer rules). In addition to ensuring compliance with applicable laws 
and regulations, the Exchange believes that the proposed 20 business 
day minimum notice requirement would ensure that warrant holders have a 
reasonable amount of time to consider the advisability of exercising 
their warrants during the period in which the reduced exercise price is 
in effect and that warrant holders will therefore not be under 
unreasonable pressure to make a hasty, ill-informed investment 
decision.
    The Exchange proposes to require that any listed company that 
reduces the exercise price of listed warrants announce that fact in a 
manner consistent with the Exchange's policies with respect to the 
dissemination of material news as set forth in Sections 401 and 402 of 
the Company Guide. The Exchange believes that this requirement would 
give all warrant holders appropriate notice and the ability to avail 
themselves of the lower exercise price if they so desire.
    The Exchange has interpreted the provision with respect to 
repricings in Section 105 broadly as restricting the taking of any 
other action which has the same economic effect as a reduction in the 
exercise price of the warrant.\13\ For the avoidance of doubt, the 
Exchange now proposes to include a statement to that effect in the 
proposed amended rule text.
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    \13\ For example, the Exchange would view an exchange of common 
stock for outstanding warrants as a transaction restricted by the 
rule if the economic benefit to the warrant holder of participating 
in the exchange was effectively the same as the benefit to the 
holder of exercising the warrants at a reduced exercise price. 
Similarly, an increase in the number of shares for which a warrant 
is exercisable without a related increase in the warrant exercise 
price is economically equivalent to a reduction in the exercise 
price.
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    Section 105 currently provides that the repricing policy set forth 
therein will not preclude the listing of warrant issues for which 
regularly scheduled and specified changes in the exercise price have 
been previously established. The Exchange proposes to clarify this 
provisions by specifying that it relates specifically to regularly 
scheduled and specified changes in the exercise price that have been 
previously established at the time of original issuance of the 
warrants.
    The Exchange also proposes to make revisions to Section 105 to 
update references to the names of the Exchange and the NASDAQ Stock 
Exchange to reflect their current names.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \14\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\15\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
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.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendment is consistent 
with the investor protection objectives of Section 6(b)(5) because: (i) 
The proposed requirement that the price reduction must stay in effect 
for 20 business days or such longer period as required by the SEC's 
tender offer rules would give the warrant holders a reasonable amount 
of time to consider the advisability of exercising their warrants 
during the period in which the reduced exercise price was in effect and 
warrant holders would therefore not be under unreasonable pressure to 
make a hasty, ill-informed investment decision; and (ii) the proposed 
requirement that any listed company that reduces the exercise price of 
listed warrants must announce that fact in a manner consistent with the 
Exchange's material news dissemination policies would give all warrant 
holders appropriate notice and the ability to avail themselves of the 
lower exercise price if they so desired.
    The requirement that any warrant repricing under the proposed 
amendment must be held open for at least 20 business days (or such 
longer period as is required under the SEC's tender offer rules) and 
that the company must undertake to comply with applicable tender offer 
regulatory provisions would ensure that any warrant repricing under the 
proposed amendment would be in compliance with Section 13(e) of the 
Act, Rule 13e-4 under the Act, Section 14(e) of the Act, and Regulation 
14E under the Act.
    The addition to the rule of language stating that the Exchange will 
apply its requirements with respect to warrant re-pricings to the 
taking of any other action that has the same economic effect as a 
reduction in the exercise price of a listed warrant is consistent with 
the Act as it simply codifies a longstanding interpretation of the rule 
by the Exchange.
    The amendment to the rule to specify that the repricing provision 
is not applicable to regularly scheduled and specified changes in the 
exercise price that have been previously established at the time of 
original issuance of the warrants is a clarification of the rule that 
is consistent with the way it is currently implemented and is therefore 
non-substantive in nature. Similarly, the updating of the names used in 
the rule for NYSE American and the NASDAQ Stock Market is non-
substantive in nature.

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 purpose of the Act. The purpose of the proposed 
rule change is to impose additional limitations on the circumstances 
under which listed companies may adjust the exercise price of listed 
warrants, including by requiring any such repricing to be conducted in 
a manner that is consistent with the SEC's tender offer rules. As such, 
the Exchange believes the proposed rule change does not impose any 
burden on competition.

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.

[[Page 8134]]

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \16\ and Rule 19b-4(f)(6) thereunder.\17\ 
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; and (iii) become operative for 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 and Rule 19b-4(f)(6) thereunder.\18\
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    \16\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ 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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    At any time within 60 days of the filing of such 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-NYSEAMER-2018-04 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-2018-04. 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 such 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-2018-04, and should be 
submitted on or before March 16, 2018.

    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. 2018-03697 Filed 2-22-18; 8:45 am]
 BILLING CODE 8011-01-P



                                               8132                          Federal Register / Vol. 83, No. 37 / Friday, February 23, 2018 / Notices

                                               companies and business development                        Dated: February 20, 2018.                           II. Self-Regulatory Organization’s
                                               companies that have engaged in                          Eduardo A. Aleman,                                    Statement of the Purpose of, and
                                               offerings of securities that are exempt                 Assistant Secretary.                                  Statutory Basis for, the Proposed Rule
                                               from registration pursuant to Regulation                [FR Doc. 2018–03739 Filed 2–22–18; 8:45 am]           Change
                                               E under the Securities Act of 1933 (17                  BILLING CODE 8011–01–P                                   In its filing with the Commission, the
                                               CFR 230.601 to 610a) to report semi-                                                                          self-regulatory organization included
                                               annually on Form 2–E (17 CFR 239.201)                                                                         statements concerning the purpose of,
                                               the progress of the offering. The form                  SECURITIES AND EXCHANGE                               and basis for, the proposed rule change
                                               solicits information such as the dates an               COMMISSION                                            and discussed any comments it received
                                               offering commenced and was completed                                                                          on the proposed rule change. The text
                                               (if completed), the number of shares                    [Release No. 34–82737; File No. SR–
                                                                                                       NYSEAMER–2018–04]
                                                                                                                                                             of those statements may be examined at
                                               sold and still being offered, amounts                                                                         the places specified in Item IV below.
                                               received in the offering, and expenses                  Self-Regulatory Organizations; NYSE                   The Exchange has prepared summaries,
                                               and underwriting discounts incurred in                  American LLC; Notice of Filing and                    set forth in sections A, B, and C below,
                                               the offering. The information provided                  Immediate Effectiveness of Proposed                   of the most significant parts of such
                                               on Form 2–E assists the staff in                        Rule Change To Amend Its Listing                      statements.
                                               monitoring the progress of the offering                 Standard for Warrants in Section 105                  A. Self-Regulatory Organization’s
                                               and in determining whether the offering                 of the NYSE American Company Guide                    Statement of the Purpose of, and the
                                               has stayed within the limits set for an
                                                                                                       February 16, 2018.                                    Statutory Basis for, the Proposed Rule
                                               offering exempt under Regulation E.                                                                           Change
                                                  There has not been a Form 2–E filing                    Pursuant to Section 19(b)(1) of the
                                               since calendar year 2010, when there                    Securities Exchange Act of 1934                       1. Purpose
                                               was one filing of Form 2–E by one                       (‘‘Act’’) 1 and Rule 19b–4 thereunder,2                  The Exchange proposes to amend its
                                               respondent. The Commission has                          notice is hereby given that on February               listing standard for warrants as set forth
                                               previously estimated that the total                     6, 2018, NYSE American LLC (‘‘NYSE                    in Section 105 of the Company Guide to
                                               annual burden associated with                           American’’ or the ‘‘Exchange’’) filed                 provide that any reduction in the
                                               information collection and Form 2–E                     with the Securities and Exchange                      exercise price of a listed warrant must
                                               preparation and submission is four                      Commission (‘‘SEC’’ or ‘‘Commission’’)                be widely publicized and must continue
                                                                                                       the proposed rule change as described                 in effect for at least 20 business days (or
                                               hours per filing. Although there have
                                                                                                       in Items I and II below, which Items                  such longer period as may be required
                                               been no filings made under this rule
                                                                                                       have been prepared by the Exchange.                   under the tender offer rules of the
                                               since 2010, we are requesting one
                                                                                                       The Commission is publishing this                     Securities and Exchange Commission
                                               annual response and an annual burden
                                                                                                       notice to solicit comments on the                     (‘‘SEC’’ or ‘‘Commission’’)) and
                                               of one hour for administrative purposes.
                                                                                                       proposed rule change from interested                  otherwise comply with any other
                                               Estimates of average burden hours are
                                                                                                       persons.                                              applicable tender offer regulatory
                                               made solely for the purposes of the
                                               Paperwork Reduction Act and are not                     I. Self-Regulatory Organization’s                     provisions under the federal securities
                                               derived from a comprehensive or even                    Statement of the Terms of Substance of                laws, including Section 13(e) of the Act
                                               representative survey or study of the                   the Proposed Rule Change                              and Rule 13e–4 under the Act.
                                                                                                                                                                Section 105 currently provides that
                                               costs of Commission rules and forms.                       The Exchange proposes to amend its                 the issuer of a listed warrant may reduce
                                               The collection of information under rule                listing standard for warrants as set forth            the exercise price of such warrant
                                               609 and Form 2–E is mandatory. The                      in Section 105 of the NYSE American                   provided that in doing so it establishes
                                               information provided under rule 609                     Company Guide (the ‘‘Company Guide’’)                 a minimum period of ten business days
                                               and Form 2–E will not be kept                           to provide that any reduction in the                  within which such price reduction will
                                               confidential. An agency may not                         exercise price of a listed warrant must               be in effect.6 The Exchange now
                                               conduct or sponsor, and a person is not                 be widely publicized and must continue                proposes to amend this provision so that
                                               required to respond to, a collection of                 in effect for at least 20 business days 3             it will be consistent with the tender
                                               information unless it displays a                        (or such longer period as may be                      offer regulatory provisions applicable
                                               currently valid OMB control number.                     required under the tender offer rules of              under the federal securities laws and
                                                  The public may view the background                   the Securities and Exchange                           SEC rules.7
                                               documentation for this information                      Commission (‘‘SEC’’ or ‘‘Commission’’))                  A reduction in the exercise price of
                                               collection at the following website,                    and otherwise comply with any other                   publicly-traded warrants for a limited
                                               www.reginfo.gov. Comments should be                     applicable tender offer regulatory                    time period is deemed to be a tender
                                               directed to: (i) Desk Officer for the                   provisions under the federal securities               offer by the SEC staff and is therefore
                                               Securities and Exchange Commission,                     laws, including Section 13(e) 4 of the                subject to the requirements of the SEC’s
                                               Office of Information and Regulatory                    Act and Rule 13e–4 5 under the Act. The               tender offer rules as set forth in
                                               Affairs, Office of Management and                       proposed rule change is available on the              Regulation 14E under the Act.8 SEC
                                               Budget, Room 10102, New Executive                       Exchange’s website at www.nyse.com, at                Rule 14e–1(a) 9 requires that any tender
                                               Office Building, Washington, DC 20503,                  the principal office of the Exchange, and             offer subject to Regulation 14E be held
                                               or by sending an email to: Shagufta_                    at the Commission’s Public Reference
                                                                                                                                                                6 Section 105 in its current form was approved in
                                               Ahmed@omb.eop.gov; and (ii) Pamela                      Room.
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                             Securities Exchange Act Release No. 22777 (January
                                               Dyson, Director/Chief Information                                                                             8, 1986); 51 FR 2613 (January 17, 1986).
                                                                                                         1 15 U.S.C. 78s(b)(1).
                                               Officer, Securities and Exchange                                                                                 7 The proposed amendment will conform the rule
                                                                                                         2 17 CFR 240.19b–4.
                                               Commission, c/o Remi Pavlik-Simon,                        3 The term ‘‘business day’’ is used as defined in
                                                                                                                                                             to changes recently adopted by the NYSE in its own
                                               100 F Street NE, Washington, DC 20549                                                                         warrant listing standard. See Securities Exchange
                                                                                                       Rule 14d–1(g)(3) under the Act (17 CFR 240.14d–       Act Release No. 82566 (SR–NYSE–2018–04)
                                               or send an email to: PRA_Mailbox@                       1(g)(3)).                                             (January 22, 2018).
                                               sec.gov. Comments must be submitted to                    4 15 U.S.C. 78m(e).                                    8 17 CFR 240.14e–1 et seq.

                                               OMB within 30 days of this notice.                        5 17 CFR 240.13e–4.                                    9 17 CFR 240.14e–1(a).




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                                                                             Federal Register / Vol. 83, No. 37 / Friday, February 23, 2018 / Notices                                          8133

                                               open for at least 20 business days. SEC                 the avoidance of doubt, the Exchange                 and the ability to avail themselves of the
                                               Rule 14e–1(b) 10 provides for certain                   now proposes to include a statement to               lower exercise price if they so desired.
                                               circumstances in which a tender offer                   that effect in the proposed amended rule                The requirement that any warrant
                                               period must be extended beyond that                     text.                                                repricing under the proposed
                                               initial 20 business day period. Rule                       Section 105 currently provides that               amendment must be held open for at
                                               14e–1(c) 11 under the Act requires                      the repricing policy set forth therein               least 20 business days (or such longer
                                               securityholders to be paid promptly                     will not preclude the listing of warrant             period as is required under the SEC’s
                                               after tendering their securities into a                 issues for which regularly scheduled                 tender offer rules) and that the company
                                               tender offer. In addition, all tender                   and specified changes in the exercise                must undertake to comply with
                                               offers for listed warrants will be subject              price have been previously established.              applicable tender offer regulatory
                                               to Section 13(e) of the Act, Rule 13e–4                 The Exchange proposes to clarify this                provisions would ensure that any
                                               under the Act, Section 14(e) 12 of the                  provisions by specifying that it relates             warrant repricing under the proposed
                                               Act, and Regulation 14E under the Act.                  specifically to regularly scheduled and              amendment would be in compliance
                                                  The Exchange proposes to require the                 specified changes in the exercise price              with Section 13(e) of the Act, Rule 13e–
                                               issuer of any warrant which gives the                   that have been previously established at             4 under the Act, Section 14(e) of the
                                               issuer the right, at its discretion, to                 the time of original issuance of the                 Act, and Regulation 14E under the Act.
                                               reduce the exercise price of the warrant                warrants.
                                               for periods of time, or from time to time,                 The Exchange also proposes to make                   The addition to the rule of language
                                               to undertake to comply with any                         revisions to Section 105 to update                   stating that the Exchange will apply its
                                               applicable tender offer regulatory                      references to the names of the Exchange              requirements with respect to warrant re-
                                               provisions under the federal securities                 and the NASDAQ Stock Exchange to                     pricings to the taking of any other action
                                               laws, including a minimum period of 20                  reflect their current names.                         that has the same economic effect as a
                                               business days within which such price                                                                        reduction in the exercise price of a
                                                                                                       2. Statutory Basis                                   listed warrant is consistent with the Act
                                               reduction will be in effect (or such
                                               longer period as may be required under                     The Exchange believes that the                    as it simply codifies a longstanding
                                               the SEC’s tender offer rules). In addition              proposed rule change is consistent with interpretation of the rule by the
                                               to ensuring compliance with applicable                  Section 6(b) 14 of the Act, in general, and Exchange.
                                               laws and regulations, the Exchange                      furthers the objectives of Section 6(b)(5)              The amendment to the rule to specify
                                               believes that the proposed 20 business                  of the Act,15 in particular in that it is            that the repricing provision is not
                                               day minimum notice requirement                          designed to promote just and equitable               applicable to regularly scheduled and
                                               would ensure that warrant holders have                  principles of trade, to foster cooperation specified changes in the exercise price
                                               a reasonable amount of time to consider                 and coordination with persons engaged                that have been previously established at
                                               the advisability of exercising their                    in regulating, clearing, settling,                   the time of original issuance of the
                                               warrants during the period in which the                 processing information with respect to,              warrants is a clarification of the rule
                                               reduced exercise price is in effect and                 and facilitating transactions in                     that is consistent with the way it is
                                               that warrant holders will therefore not                 securities, to remove impediments to                 currently implemented and is therefore
                                               be under unreasonable pressure to make                  and perfect the mechanism of a free and non-substantive in nature. Similarly, the
                                               a hasty, ill-informed investment                        open market and a national market                    updating of the names used in the rule
                                               decision.                                               system, and, in general, to protect                  for NYSE American and the NASDAQ
                                                  The Exchange proposes to require that                investors and the public interest.                   Stock Market is non-substantive in
                                               any listed company that reduces the                        The Exchange believes that the                    nature.
                                               exercise price of listed warrants                       proposed amendment is consistent with B. Self-Regulatory Organization’s
                                               announce that fact in a manner                          the investor protection objectives of                Statement on Burden on Competition
                                               consistent with the Exchange’s policies                 Section 6(b)(5) because: (i) The
                                               with respect to the dissemination of                    proposed requirement that the price                     The Exchange does not believe that
                                               material news as set forth in Sections                  reduction must stay in effect for 20                 the proposed rule change will impose
                                               401 and 402 of the Company Guide. The                   business days or such longer period as               any burden on competition that is not
                                               Exchange believes that this requirement                 required by the SEC’s tender offer rules             necessary or appropriate in furtherance
                                               would give all warrant holders                          would give the warrant holders a                     of the purpose of the Act. The purpose
                                               appropriate notice and the ability to                   reasonable amount of time to consider                of the proposed rule change is to impose
                                               avail themselves of the lower exercise                  the advisability of exercising their                 additional limitations on the
                                               price if they so desire.                                warrants during the period in which the circumstances under which listed
                                                  The Exchange has interpreted the                     reduced exercise price was in effect and companies may adjust the exercise price
                                               provision with respect to repricings in                 warrant holders would therefore not be               of listed warrants, including by
                                               Section 105 broadly as restricting the                  under unreasonable pressure to make a                requiring any such repricing to be
                                               taking of any other action which has the                hasty, ill-informed investment decision; conducted in a manner that is consistent
                                               same economic effect as a reduction in                  and (ii) the proposed requirement that               with the SEC’s tender offer rules. As
                                               the exercise price of the warrant.13 For                any listed company that reduces the                  such, the Exchange believes the
                                                                                                       exercise price of listed warrants must               proposed rule change does not impose
                                                 10 17 CFR 240.14e–1(b).                               announce that fact in a manner                       any burden on competition.
                                                 11 17 CFR 240.14e–1(c).                               consistent with the Exchange’s material
                                                                                                       news dissemination policies would give C. Self-Regulatory Organization’s
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                                                 12 15 U.S.C. 78n(e).
                                                 13 For example, the Exchange would view an
                                                                                                       all warrant holders appropriate notice               Statement on Comments on the
                                               exchange of common stock for outstanding warrants                                                            Proposed Rule Change Received From
                                               as a transaction restricted by the rule if the                                                               Members, Participants, or Others
                                               economic benefit to the warrant holder of               warrant is exercisable without a related increase in
                                               participating in the exchange was effectively the       the warrant exercise price is economically
                                               same as the benefit to the holder of exercising the     equivalent to a reduction in the exercise price.        No written comments were solicited
                                               warrants at a reduced exercise price. Similarly, an       14 15 U.S.C. 78f(b).                                or received with respect to the proposed
                                               increase in the number of shares for which a              15 15 U.S.C. 78f(b)(5).                             rule change.


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                                               8134                            Federal Register / Vol. 83, No. 37 / Friday, February 23, 2018 / Notices

                                               III. Date of Effectiveness of the                          post all comments on the Commission’s                Commission (‘‘Commission’’) the
                                               Proposed Rule Change and Timing for                        internet website (http://www.sec.gov/                proposed rule change as described in
                                               Commission Action                                          rules/sro.shtml). Copies of the                      Items I and II below, which Items have
                                                  The Exchange has filed the proposed                     submission, all subsequent                           been prepared by the Exchange. The
                                               rule change pursuant to Section                            amendments, all written statements                   Exchange has designated this proposal
                                               19(b)(3)(A) of the Act 16 and Rule 19b–                    with respect to the proposed rule                    as a ‘‘non-controversial’’ proposed rule
                                               4(f)(6) thereunder.17 Because the                          change that are filed with the                       change pursuant to Section 19(b)(3)(A)
                                               proposed rule change does not: (i)                         Commission, and all written                          of the Act 3 and Rule 19b–4(f)(6)(iii)
                                               Significantly affect the protection of                     communications relating to the                       thereunder,4 which renders it effective
                                                                                                          proposed rule change between the                     upon filing with the Commission. The
                                               investors or the public interest; (ii)
                                                                                                          Commission and any person, other than                Commission is publishing this notice to
                                               impose any significant burden on
                                                                                                          those that may be withheld from the                  solicit comments on the proposed rule
                                               competition; and (iii) become operative
                                                                                                          public in accordance with the                        change from interested persons.
                                               for 30 days from the date on which it
                                                                                                          provisions of 5 U.S.C. 552, will be
                                               was filed, or such shorter time as the                                                                          I. Self-Regulatory Organization’s
                                                                                                          available for website viewing and
                                               Commission may designate, it has                                                                                Statement of the Terms of Substance of
                                                                                                          printing in the Commission’s Public
                                               become effective pursuant to Section                                                                            the Proposed Rule Change
                                                                                                          Reference Room, 100 F Street NE,
                                               19(b)(3)(A) of the Act and Rule 19b–
                                                                                                          Washington, DC 20549 on official                        The Exchange filed a proposal to
                                               4(f)(6) thereunder.18
                                                                                                          business days between the hours of                   expand the Short Term Options Series
                                                  At any time within 60 days of the
                                                                                                          10:00 a.m. and 3:00 p.m. Copies of such              Program to allow Monday expirations
                                               filing of such proposed rule change, the
                                                                                                          filing also will be available for                    for SPDR S&P 500 ETF Trust (‘‘SPY’’)
                                               Commission summarily may
                                                                                                          inspection and copying at the principal              options.
                                               temporarily suspend such rule change if
                                                                                                          office of the Exchange. All comments
                                               it appears to the Commission that such                     received will be posted without change.              (additions are italicized; deletions are
                                               action is necessary or appropriate in the                  Persons submitting comments are                      [bracketed])
                                               public interest, for the protection of                     cautioned that we do not redact or edit              *          *      *       *      *
                                               investors, or otherwise in furtherance of                  personal identifying information from
                                               the purposes of the Act.                                                                                        Rules of Cboe EDGX Exchange, Inc.
                                                                                                          comment submissions. You should
                                               IV. Solicitation of Comments                               submit only information that you wish                *          *      *       *      *
                                                                                                          to make available publicly. All                      Rule 16.1. Definitions
                                                 Interested persons are invited to
                                                                                                          submissions should refer to File
                                               submit written data, views, and                                                                                    (a) With respect to the Rules
                                                                                                          Number SR–NYSEAMER–2018–04, and
                                               arguments concerning the foregoing,                                                                             contained in Chapters XVI to XXIX
                                                                                                          should be submitted on or before March
                                               including whether the proposed rule                                                                             below, relating to the trading of options
                                                                                                          16, 2018.
                                               change is consistent with the Act.                                                                              contracts on the Exchange, the following
                                               Comments may be submitted by any of                          For the Commission, by the Division of
                                                                                                          Trading and Markets, pursuant to delegated           terms shall have the meanings specified
                                               the following methods:                                                                                          in this Rule. A term defined elsewhere
                                                                                                          authority.19
                                               Electronic Comments                                        Eduardo A. Aleman,                                   in the Exchange Rules shall have the
                                                                                                                                                               same meaning with respect to this
                                                  • Use the Commission’s internet                         Assistant Secretary.
                                                                                                                                                               Chapter XVI, unless otherwise defined
                                               comment form (http://www.sec.gov/                          [FR Doc. 2018–03697 Filed 2–22–18; 8:45 am]
                                                                                                                                                               below.
                                               rules/sro.shtml); or                                       BILLING CODE 8011–01–P
                                                                                                                                                                  (1)–(56) (No change).
                                                  • Send an email to rule-comments@                                                                               (57) The term ‘‘Short Term Option
                                               sec.gov. Please include File Number SR–                                                                         Series’’ means a series in an option class
                                               NYSEAMER–2018–04 on the subject                            SECURITIES AND EXCHANGE
                                                                                                                                                               that is approved for listing and trading
                                               line.                                                      COMMISSION
                                                                                                                                                               on the Exchange in which the series is
                                               Paper Comments                                             [Release No. 34–82734; File No. SR–                  opened for trading on any Monday,
                                                                                                          CboeEDGX–2018–007]                                   Tuesday, Wednesday, Thursday or
                                                  • Send paper comments in triplicate
                                                                                                                                                               Friday that is a business day and that
                                               to Secretary, Securities and Exchange                      Self-Regulatory Organizations; Cboe                  expires on the Monday, Wednesday or
                                               Commission, 100 F Street NE,                               EDGX Exchange, Inc.; Notice of Filing                Friday of the next business week, or, in
                                               Washington, DC 20549–1090.                                 and Immediate Effectiveness of a                     the case of a series that is listed on a
                                               All submissions should refer to File                       Proposed Rule Change To Expand the                   Friday and expires on a Monday, is
                                               Number SR–NYSEAMER–2018–04. This                           Short Term Options Series Program To                 listed one business week and one
                                               file number should be included on the                      Allow Monday Expirations for SPDR                    business day prior to that expiration. If
                                               subject line if email is used. To help the                 S&P 500 ETF Trust Options on the
                                                                                                                                                               a Tuesday, Wednesday, Thursday or
                                               Commission process and review your                         Exchange’s Equity Options Platform
                                                                                                                                                               Friday is not a business day, the series
                                               comments more efficiently, please use                      February 16, 2018.                                   may be opened (or shall expire) on the
                                               only one method. The Commission will                          Pursuant to Section 19(b)(1) of the               first business day immediately prior to
                                                                                                          Securities Exchange Act of 1934 (the                 that Tuesday, Wednesday, Thursday or
                                                 16 15 U.S.C. 78s(b)(3)(A)(iii).
                                                 17 17
                                                                                                          ‘‘Act’’),1 and Rule 19b–4 thereunder,2               Friday, respectively. For a series listed
                                                       CFR 240.19b–4(f)(6).
                                                                                                          notice is hereby given that on February              pursuant to this section for Monday
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                                                 18 In addition, Rule 19b–4(f)(6)(iii) requires a self-

                                               regulatory organization to give the Commission             15, 2018, Cboe EDGX Exchange, Inc.                   expiration, if a Monday is not a business
                                               written notice of its intent to file the proposed rule     (the ‘‘Exchange’’ or ‘‘EDGX Options’’)               day, the series shall expire on the first
                                               change, along with a brief description and text of         filed with the Securities and Exchange               business day immediately following that
                                               the proposed rule change, at least five business days
                                               prior to the date of filing of the proposed rule
                                                                                                                                                               Monday.
                                                                                                            19 17 CFR 200.30–3(a)(12).
                                               change, or such shorter time as designated by the
                                                                                                            1 15 U.S.C. 78s(b)(1).                                 3 15   U.S.C. 78s(b)(3)(A).
                                               Commission. The Exchange has satisfied this
                                               requirement.                                                 2 17 CFR 240.19b–4.                                    4 17   CFR 240.19b–4(f)(6)(iii).



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Document Created: 2018-02-23 01:32:52
Document Modified: 2018-02-23 01:32:52
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 8132 

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