Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Warrant Initial Listing Standard To Exempt From the Minimum Holders Requirement Any Series of Warrants That Is Listed in Connection With the Initial Firm Commitment Underwritten Public Offering of Such Warrants, 64781-64783 [E9-29138]
Download as PDF
<![CDATA[
Federal Register / Vol. 74, No. 234 / Tuesday, December 8, 2009 / Notices
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61099; File No. SR–NYSE–
2009–115]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
All submissions should refer to File
Proposed Rule Change To Amend Its
Number SR–CBOE–2009–090. This file
Warrant Initial Listing Standard To
number should be included on the
subject line if e-mail is used. To help the Exempt From the Minimum Holders
Requirement Any Series of Warrants
Commission process and review your
That Is Listed in Connection With the
comments more efficiently, please use
only one method. The Commission will Initial Firm Commitment Underwritten
post all comments on the Commission’s Public Offering of Such Warrants
Internet Web site (https://www.sec.gov/
December 2, 2009.
rules/sro.shtml). Copies of the
Pursuant to Section 19(b)(1) of the
submission, all subsequent
Securities Exchange Act of 1934
amendments, all written statements
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that, on
with respect to the proposed rule
November 16, 2009, New York Stock
change that are filed with the
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)
Commission, and all written
filed with the Securities and Exchange
communications relating to the
Commission (‘‘Commission’’) the
proposed rule change between the
Commission and any person, other than proposed rule changes as described in
Items I and II below, which items have
those that may be withheld from the
been prepared by the Exchange. The
public in accordance with the
Exchange has designated this proposal
provisions of 5 U.S.C. 552, will be
eligible for immediate effectiveness
available for inspection and copying in
pursuant to Rule 19b–4(f)(6) 3 under the
the Commission’s Public Reference
Act. The Commission is publishing this
Room, 100 F Street, NE., Washington,
notice to solicit comments on the
DC 20549, on official business days
proposed rule changes from interested
between the hours of 10 a.m. and 3 p.m.
persons.
Copies of such filing also will be
I. Self-Regulatory Organization’s
available for inspection and copying at
the principal office of the Exchange. All Statement of the Terms of Substance of
the Proposed Rule Change
comments received will be posted
without change; the Commission does
The Exchange proposes to amend its
not edit personal identifying
warrant listing standard set forth in
information from submissions. You
Section 703.12 of the Listed Company
Manual (the ‘‘Manual’’) to exempt from
should submit only information that
you wish to make available publicly. All the minimum holders requirement of
Section 703.12 any series of warrants
submissions should refer to File No.
that is listed in connection with the
SR–CBOE–2009–090 and should be
initial firm commitment underwritten
submitted on or before December 29,
public offering of such warrants.
2009.
The text of the proposed rule change
For the Commission, by the Division of
is available on NYSE’s Web site at
Trading and Markets, pursuant to delegated
www.nyse.com, on the Commission’s
authority.13
Web site at https://www.sec.gov, at
Florence E. Harmon,
NYSE’s Office of the Secretary, and at
the Commission’s Public Reference
Deputy Secretary.
Room.
[FR Doc. E9–29139 Filed 12–7–09; 8:45 am]
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
WReier-Aviles on DSKGBLS3C1PROD with NOTICES
BILLING CODE 8011–01–P
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
2 17
13 17
CFR 200.30–3(a)(12).
VerDate Nov<24>2008
15:16 Dec 07, 2009
Jkt 220001
PO 00000
Frm 00122
Fmt 4703
Sfmt 4703
64781
on the proposed rule change. The text
of these statements may be examined at
the places specified in Item IV below.
The NYSE has prepared summaries, set
forth in Sections A, B and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The NYSE’s initial listing standard for
warrants set forth in Section 703.12 of
the Manual requires that, at the time of
initial listing, there are at least
1,000,000 warrants outstanding with at
lease 400 holders and a market value of
at least $4 million.
The Exchange proposes to amend
Section 703.12 to exempt from the 400
holders requirement any series of
warrants listed in connection with the
initial firm commitment underwritten
public offering of such warrants.
Warrants that benefit from this
exemption will still be required to
meeting the 1,000,000 warrants
outstanding and $4 million market
value requirements of Section 703.12.
The Exchange believes that a primary
purpose of distribution requirements in
listing standards is to ensure a liquid
trading market, promoting price
discovery and the establishment of an
appropriate market price for the listed
securities. In the case of warrants, the
Exchange believes that this liquidity
concern is partially addressed by the
fact that the market price for a warrant
is in large part determined by the
trading price of the underlying common
stock. Warrant values are primarily
determined using valuation models
which factor in the trading price of the
underlying stock, the warrant exercise
price and the expiration date of the
warrant.
Generally, warrants that are listed on
the Exchange have either (i) been
distributed to the pre-restructuring
shareholders or creditors of a company
in connection with its emergence from
bankruptcy or (ii) were sold in an
underwritten public offering as part of
a unit which included warrants and
common stock. In either case, the
bankruptcy-related distribution or the
underwritten public offering of units
typically results in a significant number
of holders of the warrants. The
Exchange has not had any recent
experience with the listing of warrants
sold on a stand-alone basis in an
underwritten public offering. However,
the Exchange believes that the sale of
warrants in an underwritten public
E:\FR\FM\08DEN1.SGM
08DEN1
64782
Federal Register / Vol. 74, No. 234 / Tuesday, December 8, 2009 / Notices
offering provides an additional basis for
believing that a liquid trading market
will likely develop for such warrants
after listing, since the offering process is
designed to promote appropriate price
discovery. Moreover, the underwriters
in a firm commitment underwritten
public offering will also generally make
a market in the securities for a period
of time after the offering, assisting in the
creation of a liquid trading market. For
the foregoing reasons, the Exchange
believes that it is consistent with the
protection of investors and the public
interest to exempt from the holders
requirement of Section 703.12 any series
of warrants that is listed in connection
with the initial firm commitment
underwritten public offering. The
Exchange notes that Nasdaq Global
Market’s warrant listing standard does
not contain any minimum holders
requirement.4
WReier-Aviles on DSKGBLS3C1PROD with NOTICES
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) 5 of the Act, in general, and
furthers the objectives of Section 6(b)(5)
of the Act,6 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. The
Exchange believes that the proposed
amendment is consistent with the
investor protection objectives of the Act
in that (i) the concern that a liquid
trading market will develop for listed
securities that underlies listing standard
distribution requirements is partially
addressed by the fact that the market
price for a warrant is in large part
determined by the trading price of the
underlying common stock, (ii) the sale
of warrants in an underwritten public
offering provides an additional basis for
believing that a liquid trading market
will likely develop for such warrants
after listing, since the offering process is
designed to promote appropriate price
discovery, and (iii) the underwriters in
a firm commitment underwritten public
offering will also generally make a
market in the securities for a period of
time after the offering, assisting in the
creation of a liquid trading market.
4 See
Nasdaq Marketplace Rule 5410.
U.S.C. 78f(b)
6 15 U.S.C. 78f(b)(5)
5 15
VerDate Nov<24>2008
15:16 Dec 07, 2009
Jkt 220001
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 Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 7 and Rule 19b–4(f)(6) 8
thereunder because the proposal does
not: (i) Significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) by its
terms, become operative for 30 days
from the date on which it was filed, or
such shorter time as the Commission
may designate if consistent with the
protection of investors and the public
interest.9
A proposed rule change filed under
Rule 19b–4(f)(6) normally may not
become operative prior to 30 days after
the date of filing. However, Rule 19b–
4(f)(6)(iii) 10 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange has requested that the
Commission waive the 30-day operative
delay period.
The Commission believes that waiver
of the 30-day operative delay period is
consistent with the protection of
investors and the public interest.
Specifically, the Commission believes
that the NYSE’s narrowly crafted
proposal, that exempts from the 400
holders requirement only those warrants
that are issued through an initial firm
commitment underwritten public
offering, helps to address the liquidity
and price discovery concerns that
underlie the minimum holder
requirement. The Commission notes
that the underwriters in an initial firm
commitment public offering in such
warrants would generally make a market
for a period of time after the offering,
7 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
9 The Exchange has given the Commission 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.
10 17 CFR 240.19b–4(f)(6)(iii).
thereby alleviating short term liquidity
concerns. Moreover, as noted by the
NYSE, the price of such warrants would
be established by the firm commitment
underwritten offering process, in
addition to the price of the underlying
security, the exercise price of the
warrants, and the expiration of the
warrants. Finally, the Commission notes
that these warrants would have to meet
all the other requirements under NYSE’s
Listed Company Manual Section 703.12,
which includes minimum aggregate
market value and size requirements. For
these reasons, the Commission believes
it is consistent with the protection of
investors and the public interest to
waive the 30-day operative delay and
the proposal is effective upon filing.11
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
such proposed 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.12
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NYSE–2009–115 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSE–2009–115. This file
number should be included on the
subject line if e-mail 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 Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
8 17
PO 00000
Frm 00123
Fmt 4703
Sfmt 4703
11 For purposes only of waiving the operative
delay for this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
12 15 U.S.C. 78s(b)(3)(C).
E:\FR\FM\08DEN1.SGM
08DEN1
Federal Register / Vol. 74, No. 234 / Tuesday, December 8, 2009 / Notices
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 inspection and copying in
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 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; the Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–NYSE–2009–115 and
should be submitted on or before
December 29, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–29138 Filed 12–7–09; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61086; File No. SR–ISE–
2009–103]
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Notice of Filing of Proposed Rule
Change Relating to Market Data Fees
WReier-Aviles on DSKGBLS3C1PROD with NOTICES
December 1, 2009.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
25, 2009, the International Securities
Exchange, LLC (the ‘‘Exchange’’ or the
‘‘ISE’’) filed with the Securities and
Exchange Commission the proposed
rule change as described in Items I, II,
and III below, which items have been
prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Nov<24>2008
15:16 Dec 07, 2009
Jkt 220001
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 these statements may be examined at
the places specified in Item IV below.
The self-regulatory organization has
prepared summaries, set forth in
sections A, B and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
BILLING CODE 8011–01–P
13 17
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The ISE is proposing to amend its
Schedule of Fees to (1) increase the
annual subscription rate for the ISE
Open/Close Trade Profile, (2) adopt
subscription fees for the sale of three
new market data offerings, all of which
are based on the ISE Open/Close Trade
Profile, and (3) increase the annual
subscription and ad-hoc request rates
for ISE’s Historical Options Tick Data.
The text of the proposed rule change is
available on the Exchange’s Web site
(https://www.ise.com), at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
1. Purpose
ISE proposes to amend its Schedule of
Fees to (1) increase the annual
subscription rate for the ISE Open/Close
Trade Profile, (2) adopt subscription
fees for the sale of three new market
data offerings, all of which are based on
the ISE Open/Close Trade Profile, and
(3) increase the annual subscription and
ad-hoc request rates for ISE’s Historical
Options Tick Data. These proposed fee
changes will be operative on January 4,
2010.
ISE Open/Close Trade Profile
ISE currently sells a market data
offering comprised of the entire opening
and closing trade data of ISE listed
options of both customers and firms,
referred to by the Exchange as the ISE
Open/Close Trade Profile.3 The ISE
Open/Close Trade Profile offering is
subdivided by origin code (i.e.,
3 See Securities Exchange Act Release No. 56254
(August 15, 2007), 72 FR 47104 (August 22, 2007)
(Notice of Filing and Immediate Effectiveness of
Proposed Rule Change Relating to ISE Open/Close
Trade Profile Fees) (SR–ISE–2007–70).
PO 00000
Frm 00124
Fmt 4703
Sfmt 4703
64783
customer or firm) and the customer data
is then further subdivided by order size.
The volume data is summarized by day
and series (i.e., symbol, expiration date,
strike price, call or put). The ISE Open/
Close Trade Profile enables subscribers
to create their own proprietary put/call
calculations. The data is compiled and
formatted by ISE as an end of day file.
This market data offering is currently
available to both members and nonmembers on annual [sic] subscription
basis. The current subscription rate for
both members and non-members is $600
per month. Over the course of the last
two years, ISE has added numerous
additional fields to this offering. As a
result, ISE’s costs of gathering and
storing the voluminous data underlying
the ISE Open/Close Trade Profile have
increased. As a result, ISE proposes to
increase the subscription rate for both
members and non-members to $750 per
month, effective January 1, 2010. [sic] 4
ISE also sells historical ISE Open/
Close Trade Profile, a market data
offering comprised of the entire opening
and closing trade data of both customers
and firms that dates back to May 2005,
to both members and non-members, on
an ad-hoc basis or as a complete set that
dates back to May 2005. Ad-hoc
subscribers can purchase this data for
any number of months, beginning from
May 2005 through the current month.
Alternatively, subscribers can purchase
the entire set of this data, beginning
from May 2005 through the current
month. The historical ISE Open/Close
Trade Profile is compiled and formatted
by ISE and sold as a zipped file. ISE
charges ad-hoc subscribers $600 per
request for each month of data and a
discounted fee of $500 per request per
month for subscribers that want the
complete set, i.e., from May 2005 to the
present month. ISE is not proposing any
changes to the fee for historical ISE
Open/Close Trade Profile.
ISE Open/Close Trade Profile Intraday
The Exchange now proposes to
expand its suite of ISE Open/Close
Trade Profile market data offerings with
three new products.
1. ISE Open/Close Trade Profile
Intraday
The ISE Open/Close Trade Profile
Intraday offering uses the same process
as that used for the ISE Open/Close
Trade Profile. The ISE Open/Close
Trade Profile Intraday has the same
trade-related fields contained in the ISE
Open/Close Trade Profile. The ISE
4 ISE intends to implement the new fees on
January 4, 2010. See supra the first paragraph of
Section II.A.1.
E:\FR\FM\08DEN1.SGM
08DEN1
]]>Agencies
[Federal Register Volume 74, Number 234 (Tuesday, December 8, 2009)]
[Notices]
[Pages 64781-64783]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-29138]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-61099; File No. SR-NYSE-2009-115]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Warrant Initial Listing Standard To Exempt From the Minimum
Holders Requirement Any Series of Warrants That Is Listed in Connection
With the Initial Firm Commitment Underwritten Public Offering of Such
Warrants
December 2, 2009.
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 November 16, 2009, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule changes as described in Items I and
II below, which items have been prepared by the Exchange. The Exchange
has designated this proposal eligible for immediate effectiveness
pursuant to Rule 19b-4(f)(6) \3\ under the Act. The Commission is
publishing this notice to solicit comments on the proposed rule changes
from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its warrant listing standard set
forth in Section 703.12 of the Listed Company Manual (the ``Manual'')
to exempt from the minimum holders requirement of Section 703.12 any
series of warrants that is listed in connection with the initial firm
commitment underwritten public offering of such warrants.
The text of the proposed rule change is available on NYSE's Web
site at www.nyse.com, on the Commission's Web site at https://www.sec.gov, at NYSE's Office of the Secretary, 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 these statements may be examined at
the places specified in Item IV below. The NYSE has prepared summaries,
set forth in Sections A, B and C below, of the most significant aspects
of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The NYSE's initial listing standard for warrants set forth in
Section 703.12 of the Manual requires that, at the time of initial
listing, there are at least 1,000,000 warrants outstanding with at
lease 400 holders and a market value of at least $4 million.
The Exchange proposes to amend Section 703.12 to exempt from the
400 holders requirement any series of warrants listed in connection
with the initial firm commitment underwritten public offering of such
warrants. Warrants that benefit from this exemption will still be
required to meeting the 1,000,000 warrants outstanding and $4 million
market value requirements of Section 703.12.
The Exchange believes that a primary purpose of distribution
requirements in listing standards is to ensure a liquid trading market,
promoting price discovery and the establishment of an appropriate
market price for the listed securities. In the case of warrants, the
Exchange believes that this liquidity concern is partially addressed by
the fact that the market price for a warrant is in large part
determined by the trading price of the underlying common stock. Warrant
values are primarily determined using valuation models which factor in
the trading price of the underlying stock, the warrant exercise price
and the expiration date of the warrant.
Generally, warrants that are listed on the Exchange have either (i)
been distributed to the pre-restructuring shareholders or creditors of
a company in connection with its emergence from bankruptcy or (ii) were
sold in an underwritten public offering as part of a unit which
included warrants and common stock. In either case, the bankruptcy-
related distribution or the underwritten public offering of units
typically results in a significant number of holders of the warrants.
The Exchange has not had any recent experience with the listing of
warrants sold on a stand-alone basis in an underwritten public
offering. However, the Exchange believes that the sale of warrants in
an underwritten public
[[Page 64782]]
offering provides an additional basis for believing that a liquid
trading market will likely develop for such warrants after listing,
since the offering process is designed to promote appropriate price
discovery. Moreover, the underwriters in a firm commitment underwritten
public offering will also generally make a market in the securities for
a period of time after the offering, assisting in the creation of a
liquid trading market. For the foregoing reasons, the Exchange believes
that it is consistent with the protection of investors and the public
interest to exempt from the holders requirement of Section 703.12 any
series of warrants that is listed in connection with the initial firm
commitment underwritten public offering. The Exchange notes that Nasdaq
Global Market's warrant listing standard does not contain any minimum
holders requirement.\4\
---------------------------------------------------------------------------
\4\ See Nasdaq Marketplace Rule 5410.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) \5\ of the Act, in general, and furthers the
objectives of Section 6(b)(5) of the Act,\6\ 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.
The Exchange believes that the proposed amendment is consistent with
the investor protection objectives of the Act in that (i) the concern
that a liquid trading market will develop for listed securities that
underlies listing standard distribution requirements is partially
addressed by the fact that the market price for a warrant is in large
part determined by the trading price of the underlying common stock,
(ii) the sale of warrants in an underwritten public offering provides
an additional basis for believing that a liquid trading market will
likely develop for such warrants after listing, since the offering
process is designed to promote appropriate price discovery, and (iii)
the underwriters in a firm commitment underwritten public offering will
also generally make a market in the securities for a period of time
after the offering, assisting in the creation of a liquid trading
market.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b)
\6\ 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 Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6) \8\ thereunder because
the proposal does not: (i) Significantly affect the protection of
investors or the public interest; (ii) impose any significant burden on
competition; and (iii) by its terms, become operative for 30 days from
the date on which it was filed, or such shorter time as the Commission
may designate if consistent with the protection of investors and the
public interest.\9\
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6).
\9\ The Exchange has given the Commission 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.
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) normally may
not become operative prior to 30 days after the date of filing.
However, Rule 19b-4(f)(6)(iii) \10\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay period.
---------------------------------------------------------------------------
\10\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------
The Commission believes that waiver of the 30-day operative delay
period is consistent with the protection of investors and the public
interest. Specifically, the Commission believes that the NYSE's
narrowly crafted proposal, that exempts from the 400 holders
requirement only those warrants that are issued through an initial firm
commitment underwritten public offering, helps to address the liquidity
and price discovery concerns that underlie the minimum holder
requirement. The Commission notes that the underwriters in an initial
firm commitment public offering in such warrants would generally make a
market for a period of time after the offering, thereby alleviating
short term liquidity concerns. Moreover, as noted by the NYSE, the
price of such warrants would be established by the firm commitment
underwritten offering process, in addition to the price of the
underlying security, the exercise price of the warrants, and the
expiration of the warrants. Finally, the Commission notes that these
warrants would have to meet all the other requirements under NYSE's
Listed Company Manual Section 703.12, which includes minimum aggregate
market value and size requirements. For these reasons, the Commission
believes it is consistent with the protection of investors and the
public interest to waive the 30-day operative delay and the proposal is
effective upon filing.\11\
---------------------------------------------------------------------------
\11\ For purposes only of waiving the operative delay for this
proposal, the Commission has considered the proposed rule's impact
on efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such proposed 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.\12\
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------
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 (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSE-2009-115 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2009-115. This file
number should be included on the subject line if e-mail 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 Web site (https://www.sec.gov/rules/sro.shtml). Copies of the
[[Page 64783]]
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 inspection and copying in the Commission's
Public Reference Room, 100 F Street, NE., Washington, DC 20549, on
official business days between the hours of 10 a.m. and 3 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; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSE-2009-115 and should be submitted on or before
December 29, 2009.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------
\13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-29138 Filed 12-7-09; 8:45 am]
BILLING CODE 8011-01-P
