Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending NYSE Arca Equities Rule 5.3(i)(1)(i)(H) To Change The Required Advance Notice Period For Submitting Certain Notices to the Exchange, 60975-60976 [2013-24017]
Download as PDF
Federal Register / Vol. 78, No. 191 / Wednesday, October 2, 2013 / Notices
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;
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–BATS–
2013–053, and should be submitted on
or before October 23, 2013.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Kevin M. O’Neill,
Deputy Secretary.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–70528; File No. SR–
NYSEArca–2013–99]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending NYSE Arca
Equities Rule 5.3(i)(1)(i)(H) To Change
The Required Advance Notice Period
For Submitting Certain Notices to the
Exchange
September 26, 2013.
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 23, 2013, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
tkelley on DSK3SPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
NYSE Arca Equities Rule 5.3(i)(1)(i)(H)
to change the required advance notice
period for submitting certain notices to
the Exchange. The text of the proposed
rule change is available on the
Exchange’s Web site at www.nyse.com,
at the principal office of the Exchange,
CFR 200.30–3(a)(12).
U.S.C.78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Mar<15>2010
17:48 Oct 01, 2013
Jkt 232001
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
Statutory Basis for, the Proposed Rule
Change
[FR Doc. 2013–24004 Filed 10–1–13; 8:45 am]
16 17
and at the Commission’s Public
Reference Room.
1. Purpose
The Exchange proposes to amend
NYSE Arca Equities Rule 5.3(i)(1)(i)(H)
to change the required advance notice
period for submitting certain notices to
the Exchange.
Under NYSE Arca Equities Rule
5.3(i)(1), each listed company is
required to submit certain financial
reports and related notices to the
Exchange. Under paragraph (i)(H) of the
rule, any notice with respect to the
payment or non-payment of dividends
should be provided to the Exchange at
least 10 business days prior to the
record date. The same notice
requirement also applies to an issuance
of rights to subscribe, a closing of stock
transfer books, or the taking of a record
of shareholders for any purposes. The
Exchange proposes to amend this rule to
change the required notice period from
10 business days to 10 calendar days in
advance of the record date. This
modification will align the Exchange’s
notice period requirements with those
of New York Stock Exchange LLC
(‘‘NYSE’’) and NYSE MKT LLC (‘‘NYSE
MKT’’ and, together with the NYSE and
the Exchange, the ‘‘NYSE Exchanges’’),
which are under common ownership
with the Exchange.3 The Exchange
3 See NYSE Listed Company Manual Sections
204.12 (requiring 10 days notice to the NYSE as to
any dividend action or action relating to a stock
distribution in respect of a listed security) and
204.21 (requiring 10 days’ notice to the NYSE of the
fixing of a record date for any purpose) and NYSE
MKT Company Guide Section 502. See also NYSE
Listed Company Manual Section 703.03(C) for the
NYSE’s notice requirements with respect to rights
offerings. While none of the aforementioned rules
specify in their text whether the required notice
must be 10 calendar or 10 business days in advance
of the record date, both the NYSE and NYSE MKT
have always interpreted those provisions as
PO 00000
Frm 00160
Fmt 4703
Sfmt 4703
60975
believes that harmonizing its record
date notification policies with those of
the other NYSE Exchanges will reduce
the possibility of confusion among
listed issuers and their counsel. The
NYSE Exchanges disseminate record
date information broadly, including to
market data vendors, the Depository
Trust & Clearing Corporation (‘‘DTCC’’)
and broker-dealers, so investors are able
to readily access record date
information for securities they hold.
Record date information is
automatically disseminated to market
participants almost immediately after
Exchange staff input the information in
the Exchange’s data management
systems, so the proposed shortening of
the record date notification requirement
will not impede the ability of the
Exchange to disseminate record date
information on a timely basis. The
Exchange recognizes that a 10 calendar
day period could include two
weekends, so the maximum required
notice could be effectively six business
days, which is significantly shorter than
the current 10 business day
requirement. In addition, if that period
includes an Exchange holiday, the
effective maximum required notice
could be five business days (or four
business days when that period
includes two holidays).
However, the Exchange notes that the
record date notification policies of the
other NYSE Exchanges have been in
place for many years and that it is clear
from this lengthy experience that 10
calendar days notice of the setting of a
record dates has been sufficient for the
needs of investors and that this is also
the case where the 10 calendar day
period includes one or more holidays.
Prior to the date on which the proposed
rule change becomes operative, the
Exchange will inform all of its equity
permit holders by issuing a client notice
announcing the rule change and the
date on which it will become operative.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) 4 of the Securities Exchange
Act of 1934 (the ‘‘Act’’),5 in general, and
furthers the objectives of Section 6(b)(5)
requiring 10 calendar days rather than 10 business
days advance notice. The NYSE is considering
submitting a filing seeking to eliminate from
Section 204.21 the notice requirements with respect
to shareholder meeting record dates. However,
Section 204.21 would continue to require 10 days’
notice of the setting of the record date for any other
purpose, including all of those purposes specified
in NYSE Arca Equities Rule 5.3(i)(1).
4 15 U.S.C. 78f(b).
5 15 U.S.C. 78a.
E:\FR\FM\02OCN1.SGM
02OCN1
60976
Federal Register / Vol. 78, No. 191 / Wednesday, October 2, 2013 / Notices
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 Section
6(b)(5) of the Act in that it is consistent
with the protection of the investors and
the public interest and raises no novel
regulatory issues, because it simply
conforms the Exchange’s policy with
respect to record date notifications with
the rules of the other NYSE Exchanges,
thereby reducing the possibility of
confusion while continuing to provide
investors with adequate notice of record
dates. The NYSE Exchanges disseminate
record date information broadly,
including to market data vendors, DTCC
and broker-dealers, so investors are able
to readily access record date
information for securities they hold.
Record date information is
automatically disseminated to market
participants almost immediately after
Exchange staff input the information in
the Exchange’s data management
systems, so the proposed shortening of
the record date notification requirement
will not impede the ability of the
Exchange to disseminate record date
information on a timely basis. The
Exchange notes that the record date
notification policies of the other
exchanges have been in place for many
years and that it is clear from this
lengthy experience that 10 calendars
days notice of the setting of a record
dates has been sufficient for the needs
of investors and that this is also the case
where the 10 calendar day period
includes one or more holidays.
tkelley on DSK3SPTVN1PROD with NOTICES
B. Self-Regulatory Organization’s
Statement on Burden on Competition
U.S.C. 78f(b)(5).
VerDate Mar<15>2010
17:48 Oct 01, 2013
Jkt 232001
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 7 and Rule
19b–4(f)(6) thereunder.8 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
prior to 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, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.
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. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) of the Act 9 to
determine whether the proposed rule
change 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
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. The
proposed rule change simply makes the
Exchange’s record date notification
policies the same as those of the NYSE
and NYSE MKT and therefore imposes
no burden on competition.
6 15
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
7 15
U.S.C. 78s(b)(3)(A)(iii).
8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires the Exchange to give the
Commission written notice of the Exchange’s 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.
9 15 U.S.C. 78s(b)(2)(B).
PO 00000
Frm 00161
Fmt 4703
Sfmt 9990
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2013–99 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–NYSEArca–2013–99. 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
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
publicly available. All submissions
should refer to File Number SR–
NYSEArca–2013–99 and should be
submitted on or before October 23,
2013.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–24017 Filed 10–1–13; 8:45 am]
BILLING CODE 8011–01–P
10 17
E:\FR\FM\02OCN1.SGM
CFR 200.30–3(a)(12).
02OCN1
Agencies
[Federal Register Volume 78, Number 191 (Wednesday, October 2, 2013)]
[Notices]
[Pages 60975-60976]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-24017]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-70528; File No. SR-NYSEArca-2013-99]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Amending NYSE Arca
Equities Rule 5.3(i)(1)(i)(H) To Change The Required Advance Notice
Period For Submitting Certain Notices to the Exchange
September 26, 2013.
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 23, 2013, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C.78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend NYSE Arca Equities Rule
5.3(i)(1)(i)(H) to change the required advance notice period for
submitting certain notices to the Exchange. The text of the proposed
rule change is available on the Exchange's Web site at www.nyse.com, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend NYSE Arca Equities Rule
5.3(i)(1)(i)(H) to change the required advance notice period for
submitting certain notices to the Exchange.
Under NYSE Arca Equities Rule 5.3(i)(1), each listed company is
required to submit certain financial reports and related notices to the
Exchange. Under paragraph (i)(H) of the rule, any notice with respect
to the payment or non-payment of dividends should be provided to the
Exchange at least 10 business days prior to the record date. The same
notice requirement also applies to an issuance of rights to subscribe,
a closing of stock transfer books, or the taking of a record of
shareholders for any purposes. The Exchange proposes to amend this rule
to change the required notice period from 10 business days to 10
calendar days in advance of the record date. This modification will
align the Exchange's notice period requirements with those of New York
Stock Exchange LLC (``NYSE'') and NYSE MKT LLC (``NYSE MKT'' and,
together with the NYSE and the Exchange, the ``NYSE Exchanges''), which
are under common ownership with the Exchange.\3\ The Exchange believes
that harmonizing its record date notification policies with those of
the other NYSE Exchanges will reduce the possibility of confusion among
listed issuers and their counsel. The NYSE Exchanges disseminate record
date information broadly, including to market data vendors, the
Depository Trust & Clearing Corporation (``DTCC'') and broker-dealers,
so investors are able to readily access record date information for
securities they hold. Record date information is automatically
disseminated to market participants almost immediately after Exchange
staff input the information in the Exchange's data management systems,
so the proposed shortening of the record date notification requirement
will not impede the ability of the Exchange to disseminate record date
information on a timely basis. The Exchange recognizes that a 10
calendar day period could include two weekends, so the maximum required
notice could be effectively six business days, which is significantly
shorter than the current 10 business day requirement. In addition, if
that period includes an Exchange holiday, the effective maximum
required notice could be five business days (or four business days when
that period includes two holidays).
---------------------------------------------------------------------------
\3\ See NYSE Listed Company Manual Sections 204.12 (requiring 10
days notice to the NYSE as to any dividend action or action relating
to a stock distribution in respect of a listed security) and 204.21
(requiring 10 days' notice to the NYSE of the fixing of a record
date for any purpose) and NYSE MKT Company Guide Section 502. See
also NYSE Listed Company Manual Section 703.03(C) for the NYSE's
notice requirements with respect to rights offerings. While none of
the aforementioned rules specify in their text whether the required
notice must be 10 calendar or 10 business days in advance of the
record date, both the NYSE and NYSE MKT have always interpreted
those provisions as requiring 10 calendar days rather than 10
business days advance notice. The NYSE is considering submitting a
filing seeking to eliminate from Section 204.21 the notice
requirements with respect to shareholder meeting record dates.
However, Section 204.21 would continue to require 10 days' notice of
the setting of the record date for any other purpose, including all
of those purposes specified in NYSE Arca Equities Rule 5.3(i)(1).
---------------------------------------------------------------------------
However, the Exchange notes that the record date notification
policies of the other NYSE Exchanges have been in place for many years
and that it is clear from this lengthy experience that 10 calendar days
notice of the setting of a record dates has been sufficient for the
needs of investors and that this is also the case where the 10 calendar
day period includes one or more holidays. Prior to the date on which
the proposed rule change becomes operative, the Exchange will inform
all of its equity permit holders by issuing a client notice announcing
the rule change and the date on which it will become operative.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) \4\ of the Securities Exchange Act of 1934 (the
``Act''),\5\ in general, and furthers the objectives of Section 6(b)(5)
[[Page 60976]]
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 Section 6(b)(5) of the Act in
that it is consistent with the protection of the investors and the
public interest and raises no novel regulatory issues, because it
simply conforms the Exchange's policy with respect to record date
notifications with the rules of the other NYSE Exchanges, thereby
reducing the possibility of confusion while continuing to provide
investors with adequate notice of record dates. The NYSE Exchanges
disseminate record date information broadly, including to market data
vendors, DTCC and broker-dealers, so investors are able to readily
access record date information for securities they hold. Record date
information is automatically disseminated to market participants almost
immediately after Exchange staff input the information in the
Exchange's data management systems, so the proposed shortening of the
record date notification requirement will not impede the ability of the
Exchange to disseminate record date information on a timely basis. The
Exchange notes that the record date notification policies of the other
exchanges have been in place for many years and that it is clear from
this lengthy experience that 10 calendars days notice of the setting of
a record dates has been sufficient for the needs of investors and that
this is also the case where the 10 calendar day period includes one or
more holidays.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78a.
\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. The proposed rule change
simply makes the Exchange's record date notification policies the same
as those of the NYSE and NYSE MKT and therefore imposes no 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.
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)(iii) of the Act \7\ and Rule 19b-4(f)(6) thereunder.\8\
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 prior to
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, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(3)(A)(iii).
\8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires the Exchange to give the Commission written notice of the
Exchange's 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.
---------------------------------------------------------------------------
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. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) of the Act \9\ to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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 Number SR-NYSEArca-2013-99 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-NYSEArca-2013-99. 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 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 publicly available. All
submissions should refer to File Number SR-NYSEArca-2013-99 and should
be submitted on or before October 23, 2013.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
---------------------------------------------------------------------------
\10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-24017 Filed 10-1-13; 8:45 am]
BILLING CODE 8011-01-P