Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Clarify Further That the Provisions of the Rule 800 Series Are Not Effective To Permit the Listing of Securities and Include a Reference on the Need To Comply With Rule 10C-1 Under the Securities Exchange Act of 1934 Should the Exchange List Equity Securities in the Future, 62556-62558 [2012-25279]
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<![CDATA[
62556
Federal Register / Vol. 77, No. 199 / Monday, October 15, 2012 / Notices
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the Exchange consents,
the Commission will: (a) By order
approve or disapprove such proposed
rule change, or (b) institute proceedings
to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–BX–2012–063 on the
subject line.
erowe on DSK2VPTVN1PROD with
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–BX–2012–063. 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 Web site (https://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 Web site 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
15:21 Oct 12, 2012
Jkt 229001
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.83
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–25223 Filed 10–12–12; 8:45 am]
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:
VerDate Mar<15>2010
filing also will be available for
inspection and copying at the principal
office of BX. 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
publicly available. All submissions
should refer to File Number SR–BX–
2012–063 and should be submitted on
or before November 5, 2012.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–68012; File No. SR–Phlx–
2012–115]
Self-Regulatory Organizations;
NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Clarify
Further That the Provisions of the Rule
800 Series Are Not Effective To Permit
the Listing of Securities and Include a
Reference on the Need To Comply
With Rule 10C–1 Under the Securities
Exchange Act of 1934 Should the
Exchange List Equity Securities in the
Future
October 9, 2012.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 2 thereunder,
notice is hereby given that on
September 25, 2012, NASDAQ OMX
PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I, II, and III 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.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
Phlx is proposing to modify certain
Exchange Rules to clarify further that
the provisions of the Rule 800 Series are
not effective to permit the listing of
securities. The text of the proposed rule
change is available at https://
83 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00067
Fmt 4703
Sfmt 4703
nasdaqomxphlx.cchwallstreet.com/
nasdaqomxphlx/phlx/, at Phlx’s
principal office, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Commission recently adopted
rules that require any national securities
exchange that lists equity securities to
have listing standards relating to the
independence of compensation
committees and their advisers.3
The Exchange operates NASDAQ
OMX PSX (‘‘PSX’’), a fully integrated
order display and execution system for
all NMS stocks,4 as defined in SEC Rule
600(b)(47) under Regulation NMS.5 PSX
trades stocks listed on other exchanges
pursuant to unlisted trading privileges
(‘‘UTP’’). As provided by SEC Rule 12f–
5, the Exchange may extend UTP to any
security for which the Exchange has in
effect rules providing for transactions in
such class or type of security.6
Accordingly, Phlx’s rules include the
Rule 800 Series to support UTP trading
of all NMS stocks on PSX. However, the
Exchange does not list any securities
pursuant to the Rule 800 Series, and
does not have any present intent to list
securities under this series in the
future.7
3 See 17 CFR 240.10C–1 and Securities Exchange
Act Release No. 67220 (June 20, 2012), 77 FR 38422
(June 27, 2012).
4 See Securities Exchange Act Release No. 62877
(September 9, 2010), 75 FR 56633 (September 16,
2010) (SR–Phlx–2010–079).
5 See 17 CFR 242.600(b)(47).
6 See 17 CFR 240.12f–5.
7 Pursuant to its Rule 1000, 1000A and 1000C
Series, the Exchange lists only standardized
options, as defined in Rule 9b–1 under the Act,
issued by a clearing agency that is registered
pursuant to Section 17A of the Act. As a result, the
Exchange is not proposing any clarifying changes to
its Rule 1000, 1000A and 1000C Series relating to
Rule 10C–1 under the Act because Rule 10C–1
includes an exemption for listing of such
E:\FR\FM\15OCN1.SGM
15OCN1
Federal Register / Vol. 77, No. 199 / Monday, October 15, 2012 / Notices
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The Exchange proposes to modify
Rules 800–803 and 867.5 to clarify
further that the provisions of the Rule
800 Series are not effective to permit the
listing of securities. Specifically, the
Exchange proposes to change the title of
the Rule 800 Series from ‘‘Listing of
Securities’’ to ‘‘Standards for Trading
Securities Pursuant to Unlisted Trading
Privileges.’’ Regarding Rule 801, the
Exchange proposes to delete references
to listing and add clarifying language to
state that the Exchange lists only
standardized options, as defined in Rule
9b–1 under the Act, issued by a clearing
agency that is registered pursuant to
Section 17A of the Act, pursuant to the
Rule 1000, 1000A and 1000C Series. In
addition, the Exchange will not list
securities pursuant to any other rule
until the Exchange files a proposed rule
change under Section 19(b)(2) under the
Act to amend its rules to make any
changes needed to comply with Rules
10A–3 and 10C–1 under the Act and to
incorporate additional qualitative and
other listing criteria, and such proposed
rule change is approved by the
Commission. The Exchange also
proposes to state explicitly in Rule 801,
as well as Rule 803, which is discussed
further below, that the provisions of the
Rule 800 Series are not effective to
permit the listing of securities.
Regarding Rule 802, the Exchange
proposes to move the statement that
‘‘[t]he Exchange does not rate or
guarantee the quality of any security
dealt on the Exchange’’ to Rule 801. The
Exchange also proposes to move the
definition of the terms ‘‘public
shareholder’’ and ‘‘public holder’’ to
Rule 800, which includes definitions
that apply to the entire Rule 800 Series.
The Exchange proposes to delete the
remainder of Rule 802, which relates to
determinations concerning listing or
delisting, and is therefore irrelevant
since the Exchange does not list
securities pursuant to the Rule 800
Series.
The Exchange proposes to change the
title of Rule 803 from ‘‘Criteria for
Listing—Tier I’’ to ‘‘Listing Standards
for Unlisted Trading Privileges.’’ As
discussed above, Rule 803(o) includes a
standardized options. See 17 CFR 240.10C–
1(b)(5)(iv). The Exchange’s Rule 1000B Series is a
dormant set of rules applicable to trading of cash
index participations, and the Exchange has no
present intent to trade or list such securities.
Should the Exchange ever propose to trade or list
any securities pursuant to its Rule 1000, 1000A,
1000B or 1000C Series that are not entitled to an
exemption under Rule 10C–1 under the Act, the
Exchange recognizes that it must file a proposed
rule change under Section 19(b)(2) under the Act
to amend its rules to make any changes needed to
comply with Rule 10C–1 under the Act and that
such proposed rule change must be approved by the
Commission.
VerDate Mar<15>2010
15:21 Oct 12, 2012
Jkt 229001
statement that the provisions of the Rule
800 Series that permit the listing of
securities will not be effective until the
Exchange files a proposed rule change
under Section 19(b)(2) under the Act to
amend its rules to make any changes
needed to comply with Rule 10A–3
under the Act and to incorporate
additional qualitative listing criteria,
and such proposed rule change is
approved by the Commission. The
Exchange proposes to move this
language to Rule 801, so that it is more
prominent at the beginning of this
section of rules, and to revise the
existing language to state that the
Exchange will not list securities
pursuant to any other rule until it
complies with the aforementioned
conditions. The Exchange also proposes
to add a reference to Rule 10C–1 under
the Act, which requires securities
exchanges that list equity securities to
adopt rules relating to the independence
of compensation committees and their
advisers,8 and to expand the reference
to additional qualitative listing criteria
to include other listing criteria as well.
As a result of this new language, the
Exchange cannot list securities pursuant
to the Rule 800 Series until it files
proposed rules under Rule 10C–1, and
such rules are approved by the
Commission.
Finally, the Exchange proposes to add
similar clarifying language to Rule
867.5, which relates to compensation
committees.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,9 in general, and furthers the
objectives of Section 6(b)(5) of the Act,10
in particular, in that it is designed to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general to protect
investors and the public interest, and is
not designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers. The rule
change will promote these goals by
clarifying further the intent of the
Exchange’s Rule 800 Series, which
exists to permit the Exchange to extend
UTP to NMS stocks that are listed on
another national securities exchange.
The proposed amendments to the Rule
800 Series emphasize that the Exchange
does not list securities pursuant to that
series and that it will not list securities
pursuant to that series until it proposes
17 CFR 240.10C–1.
U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(5).
certain rule changes and those changes
are approved by the Commission. These
clarifications will serve to protect
investors and the public interest by
preventing confusion about the intent of
the Rule 800 Series.
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 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
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing 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 11 and
subparagraph (f)(6) of Rule 19b–4
thereunder.12
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
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 email to rulecomments@sec.gov. Please include File
8 See
9 15
PO 00000
Frm 00068
Fmt 4703
11 15
12 17
Sfmt 4703
62557
E:\FR\FM\15OCN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
15OCN1
62558
Federal Register / Vol. 77, No. 199 / Monday, October 15, 2012 / Notices
Number SR–Phlx–2012–115 on the
subject line.
SECURITIES AND EXCHANGE
COMMISSION
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–Phlx–2012–115. 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 Web site (https://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 Web site viewing and
printing in the Commission’s Public
Reference Room 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 offices 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–Phlx–
2012–115, and should be submitted on
or before November 5, 2012.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–25279 Filed 10–12–12; 8:45 am]
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BILLING CODE 8011–01–P
[Release No. 34–68020; File No. SR–CBOE–
2012–094]
Self-Regulatory Organizations;
Chicago Board Options Exchange,
Incorporated; Notice of Filing of a
Proposed Rule Change To Update Its
Rule 31.10—Corporate Governance—in
Order To Comply With New Rule 10C–
1 Under the Securities Exchange Act of
1934
October 9, 2012.
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
September 25, 2012, Chicago Board
Options Exchange, Incorporated (the
‘‘Exchange’’ or ‘‘CBOE’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III 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.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
CBOE proposes to update its Rule
31.10—Corporate Governance—in order
to comply with new Rule 10C–1 under
the Act. The text of the proposed rule
change is available on the Exchange’s
Web site (https://www.cboe.com/
AboutCBOE/
CBOELegalRegulatoryHome.aspx), at
the Exchange’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
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
CFR 200.30–3(a)(12).
VerDate Mar<15>2010
15:21 Oct 12, 2012
Jkt 229001
PO 00000
Frm 00069
Fmt 4703
1. Purpose
Effective July 27, 2012, the
Commission adopted Rule 10C–1 (the
‘‘New Rule’’) to the Act.3 The New Rule
directs national securities exchanges to
establish listing standards that, among
other things, require each member of a
listed issuer’s compensation committee
to be a member of the board of directors
and to be ‘‘independent’’, as defined in
the listing standards of the national
securities exchanges. The New Rule also
discusses issuers’ retention of
compensation advisers. The Exchange
hereby proposes to update its Rule
31.10, which discusses corporate
governance requirements of issuers on
the Exchange, in order to place Rule
31.10 in compliance with the New Rule.
Rule 31.10 currently states that
compensation of the chief executive
officer, and all other executive officers,
of an issuer must be determined, or
recommended to the board of directors
of the issuer for determination, either by
a majority of all independent directors
or a compensation committee comprised
solely of independent directors. The
New Rule’s requirements regarding a
compensation committee, as well as the
broad definition of ‘‘compensation
committee’’ and the independence of
those directors on the compensation
committee (all described below), make
Rule 31.10(c)’s statement that
compensation of executive officers may
be determined by a majority of all
independent directors a bit superfluous.
Due to the broad definition of the term
‘‘compensation committee’’ as defined
in the New Rule, the Exchange hereby
proposes to simply state that
compensation of all executive officers of
an issuer be determined, or
recommended to the board of directors
of the issuer for determination, by a
compensation committee.
The New Rule provides a definition of
‘‘compensation committee’’, which the
Exchange proposes to adopt. For the
purposes of Rule 31.10, the term
‘‘compensation committee’’ shall mean:
(A) A committee of the board of
directors that is designated as the
compensation committee; or (B) in the
absence of a committee of the board of
directors that is designated as the
compensation committee, a committee
of the board of directors performing
functions typically performed by a
3 See Securities Exchange Act Release No. 67220
(June 20, 2012) 77 FR 38422 (June 27, 2012) (File
No. S7–13–11).
1 15
13 17
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
Sfmt 4703
E:\FR\FM\15OCN1.SGM
15OCN1
]]>Agencies
[Federal Register Volume 77, Number 199 (Monday, October 15, 2012)]
[Notices]
[Pages 62556-62558]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-25279]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-68012; File No. SR-Phlx-2012-115]
Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Clarify
Further That the Provisions of the Rule 800 Series Are Not Effective To
Permit the Listing of Securities and Include a Reference on the Need To
Comply With Rule 10C-1 Under the Securities Exchange Act of 1934 Should
the Exchange List Equity Securities in the Future
October 9, 2012.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 \2\ thereunder, notice is hereby given
that on September 25, 2012, NASDAQ OMX PHLX LLC (``Phlx'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
Phlx is proposing to modify certain Exchange Rules to clarify
further that the provisions of the Rule 800 Series are not effective to
permit the listing of securities. The text of the proposed rule change
is available at https://nasdaqomxphlx.cchwallstreet.com/nasdaqomxphlx/phlx/, at Phlx's principal office, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Commission recently adopted rules that require any national
securities exchange that lists equity securities to have listing
standards relating to the independence of compensation committees and
their advisers.\3\
---------------------------------------------------------------------------
\3\ See 17 CFR 240.10C-1 and Securities Exchange Act Release No.
67220 (June 20, 2012), 77 FR 38422 (June 27, 2012).
---------------------------------------------------------------------------
The Exchange operates NASDAQ OMX PSX (``PSX''), a fully integrated
order display and execution system for all NMS stocks,\4\ as defined in
SEC Rule 600(b)(47) under Regulation NMS.\5\ PSX trades stocks listed
on other exchanges pursuant to unlisted trading privileges (``UTP'').
As provided by SEC Rule 12f-5, the Exchange may extend UTP to any
security for which the Exchange has in effect rules providing for
transactions in such class or type of security.\6\ Accordingly, Phlx's
rules include the Rule 800 Series to support UTP trading of all NMS
stocks on PSX. However, the Exchange does not list any securities
pursuant to the Rule 800 Series, and does not have any present intent
to list securities under this series in the future.\7\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 62877 (September 9,
2010), 75 FR 56633 (September 16, 2010) (SR-Phlx-2010-079).
\5\ See 17 CFR 242.600(b)(47).
\6\ See 17 CFR 240.12f-5.
\7\ Pursuant to its Rule 1000, 1000A and 1000C Series, the
Exchange lists only standardized options, as defined in Rule 9b-1
under the Act, issued by a clearing agency that is registered
pursuant to Section 17A of the Act. As a result, the Exchange is not
proposing any clarifying changes to its Rule 1000, 1000A and 1000C
Series relating to Rule 10C-1 under the Act because Rule 10C-1
includes an exemption for listing of such standardized options. See
17 CFR 240.10C-1(b)(5)(iv). The Exchange's Rule 1000B Series is a
dormant set of rules applicable to trading of cash index
participations, and the Exchange has no present intent to trade or
list such securities. Should the Exchange ever propose to trade or
list any securities pursuant to its Rule 1000, 1000A, 1000B or 1000C
Series that are not entitled to an exemption under Rule 10C-1 under
the Act, the Exchange recognizes that it must file a proposed rule
change under Section 19(b)(2) under the Act to amend its rules to
make any changes needed to comply with Rule 10C-1 under the Act and
that such proposed rule change must be approved by the Commission.
---------------------------------------------------------------------------
[[Page 62557]]
The Exchange proposes to modify Rules 800-803 and 867.5 to clarify
further that the provisions of the Rule 800 Series are not effective to
permit the listing of securities. Specifically, the Exchange proposes
to change the title of the Rule 800 Series from ``Listing of
Securities'' to ``Standards for Trading Securities Pursuant to Unlisted
Trading Privileges.'' Regarding Rule 801, the Exchange proposes to
delete references to listing and add clarifying language to state that
the Exchange lists only standardized options, as defined in Rule 9b-1
under the Act, issued by a clearing agency that is registered pursuant
to Section 17A of the Act, pursuant to the Rule 1000, 1000A and 1000C
Series. In addition, the Exchange will not list securities pursuant to
any other rule until the Exchange files a proposed rule change under
Section 19(b)(2) under the Act to amend its rules to make any changes
needed to comply with Rules 10A-3 and 10C-1 under the Act and to
incorporate additional qualitative and other listing criteria, and such
proposed rule change is approved by the Commission. The Exchange also
proposes to state explicitly in Rule 801, as well as Rule 803, which is
discussed further below, that the provisions of the Rule 800 Series are
not effective to permit the listing of securities.
Regarding Rule 802, the Exchange proposes to move the statement
that ``[t]he Exchange does not rate or guarantee the quality of any
security dealt on the Exchange'' to Rule 801. The Exchange also
proposes to move the definition of the terms ``public shareholder'' and
``public holder'' to Rule 800, which includes definitions that apply to
the entire Rule 800 Series. The Exchange proposes to delete the
remainder of Rule 802, which relates to determinations concerning
listing or delisting, and is therefore irrelevant since the Exchange
does not list securities pursuant to the Rule 800 Series.
The Exchange proposes to change the title of Rule 803 from
``Criteria for Listing--Tier I'' to ``Listing Standards for Unlisted
Trading Privileges.'' As discussed above, Rule 803(o) includes a
statement that the provisions of the Rule 800 Series that permit the
listing of securities will not be effective until the Exchange files a
proposed rule change under Section 19(b)(2) under the Act to amend its
rules to make any changes needed to comply with Rule 10A-3 under the
Act and to incorporate additional qualitative listing criteria, and
such proposed rule change is approved by the Commission. The Exchange
proposes to move this language to Rule 801, so that it is more
prominent at the beginning of this section of rules, and to revise the
existing language to state that the Exchange will not list securities
pursuant to any other rule until it complies with the aforementioned
conditions. The Exchange also proposes to add a reference to Rule 10C-1
under the Act, which requires securities exchanges that list equity
securities to adopt rules relating to the independence of compensation
committees and their advisers,\8\ and to expand the reference to
additional qualitative listing criteria to include other listing
criteria as well. As a result of this new language, the Exchange cannot
list securities pursuant to the Rule 800 Series until it files proposed
rules under Rule 10C-1, and such rules are approved by the Commission.
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\8\ See 17 CFR 240.10C-1.
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Finally, the Exchange proposes to add similar clarifying language
to Rule 867.5, which relates to compensation committees.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\10\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The rule change will promote
these goals by clarifying further the intent of the Exchange's Rule 800
Series, which exists to permit the Exchange to extend UTP to NMS stocks
that are listed on another national securities exchange. The proposed
amendments to the Rule 800 Series emphasize that the Exchange does not
list securities pursuant to that series and that it will not list
securities pursuant to that series until it proposes certain rule
changes and those changes are approved by the Commission. These
clarifications will serve to protect investors and the public interest
by preventing confusion about the intent of the Rule 800 Series.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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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 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
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing 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 \11\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\12\
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(6).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
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 email to rule-comments@sec.gov. Please include
File
[[Page 62558]]
Number SR-Phlx-2012-115 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-Phlx-2012-115. 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 Web site (https://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 Web site viewing and
printing in the Commission's Public Reference Room 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 offices 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-Phlx-2012-115, and should be submitted on or before
November 5, 2012.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25279 Filed 10-12-12; 8:45 am]
BILLING CODE 8011-01-P
