Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add a Reference to Rule 10C-1 Under the Exchange Act in EDGA Rule 14.1 Concerning Unlisted Trading Privileges, 17583-17585 [2014-06896]
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Federal Register / Vol. 79, No. 60 / Friday, March 28, 2014 / Notices
that the staff uses to evaluate nuclear
power plant license applications and
the standard review plan for
environmental review of nuclear power
plants (NUREG–1555). In addition, the
technical references were updated.
II. Further Information
DG–4021 was issued for public
comment in the Federal Register on
December 30, 2011 (76 FR 82201), for a
60-day public comment period. The
public comment period closed on
February 25, 2012. Public comments on
DG–4021 and the staff responses to the
public comments are available in
ADAMS under Accession No.
ML12188A054.
mstockstill on DSK4VPTVN1PROD with NOTICES
II. Congressional Review Act
This regulatory guide is a rule as
defined in the Congressional Review
Act (5 U.S.C. 801–808). However, the
Office of Management and Budget has
not found it to be a major rule as
defined in the Congressional Review
Act.
20:05 Mar 27, 2014
Jkt 232001
Dated at Rockville, Maryland, this 24th day
of March, 2014.
For the Nuclear Regulatory Commission.
Thomas H. Boyce,
Chief, Regulatory Guide Development Branch,
Division of Engineering, Office of Nuclear
Regulatory Research.
[FR Doc. 2014–06888 Filed 3–27–14; 8:45 am]
BILLING CODE 7590–01–P
SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0675, SEC File No.
270–620]
IV. Backfitting and Issue Finality
Issuance of this regulatory guide does
not constitute backfitting as defined in
10 CFR 50.109 (the Backfit Rule) and is
not otherwise inconsistent with the
issue finality provisions in 10 CFR Part
52. This regulatory guide will not apply
to any construction permits, operating
licenses, early site permits, limited work
authorizations issued under 10 CFR
50.10 for which the NRC issued a final
environmental impact statement (EIS)
preceded by a draft EIS under 10 CFR
51.76 or 51.75, or combined licenses,
any of which were issued by the NRC
prior to issuance of the final regulatory
guide. The NRC has already completed
its siting determination for those
construction permits, operating licenses,
early site permits, limited work
authorizations, and combined licenses.
Therefore, no further NRC regulatory
action on siting will occur for those
licenses, permits, and authorizations,
for which the guidance in the regulatory
guide would be relevant.
This regulatory guide may be applied
to applications for early site permits,
combined licenses, and limited work
authorizations issued under 10 CFR
50.10, which includes information
under 10 CFR 51.49(b) or (f), where the
application is docketed by the NRC as
of the date of issuance of the final
regulatory guide, as well as future
applications for construction permits,
early site permits, combined licenses,
and limited work authorizations, which
includes information under 10 CFR
51.49(b) or (f), where the application is
submitted after the issuance of the final
VerDate Mar<15>2010
regulatory guide. Such action does not
constitute backfitting as defined in 10
CFR 50.109(a)(1) and is not otherwise
inconsistent with the applicable issue
finality provisions in 10 CFR Part 52,
inasmuch as such applicants or
potential applicants are not within the
scope of entities protected by the Backfit
Rule or the relevant issue finality
provisions in Part 52.
Submission for OMB Review;
Comment Request
Correction
In notice document 2014–06126,
appearing on page 15616 in the issue of
Thursday, March 20, 2014, make the
following correction:
On page 15616, in the second column,
immediately following the subject,
insert the following text:
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of Investor Education
and Advocacy, Washington, DC 20549–
0213.
[FR Doc. C1–2014–06126 Filed 3–27–14; 8:45 am]
BILLING CODE 1505–01–D
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–71776; File No. SR–EDGA–
2014–05]
Self-Regulatory Organizations; EDGA
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Add a Reference to
Rule 10C–1 Under the Exchange Act in
EDGA Rule 14.1 Concerning Unlisted
Trading Privileges
March 24, 2014.
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 March 12,
2014, EDGA Exchange, Inc. (the
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00090
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17583
‘‘Exchange’’ or ‘‘EDGA’’) filed with the
Securities and Exchange Commission
(‘‘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.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange is filing with the
Commission a proposal to amend
Exchange Rule 14.1 to make clear that
the Exchange will not list equity
securities without first ensuring that its
rules comply with Rule 10C–1 under the
Act (‘‘Rule 10C–1’’). The text of the
proposed rule change is available on the
Exchange’s Internet Web site at
www.directedge.com, at the Exchange’s
principal office, and at the Public
Reference Room of the Commission.
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
1. Purpose
The Exchange proposes to amend
Exchange Rule 14.1 to make clear that
the Exchange will not list equity
securities without first ensuring that its
rules comply with Rule 10C–1.
On March 30, 2011, to implement
Section 10C of the Act, as added by
Section 952 of the Dodd-Frank Wall
Street Reform and Consumer Protection
Act of 2010,3 the Commission proposed
Rule 10C–1 under the Act,4 which
directs each national securities
exchange to prohibit the listing of any
equity security of any issuer, with
certain exceptions, that does not comply
3 Public
Law 111–203, 124 Stat. 1900 (2010).
Securities Act Release No. 9199, Securities
Exchange Act Release No. 64149 (March 30, 2011),
76 FR 18966 (April 6, 2011) (‘‘Rule 10C–1
Proposing Release’’).
4 See
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17584
Federal Register / Vol. 79, No. 60 / Friday, March 28, 2014 / Notices
with the rule’s requirements regarding
compensation committees of listed
issuers and related requirements
regarding compensation advisers. On
June 20, 2012, the Commission adopted
Rule 10C–1.5
Exchange Rule 14.1 states that the
Exchange extends unlisted trading
privileges (‘‘UTP’’) to equity securities
listed on another national securities
exchange.6 Rule 14.1 further states that,
should the Exchange wish to permit the
listing of equity securities, pursuant to
Rules 14.2 through 14.9, it must first file
a proposed rule change with the
Commission amending its rules to
comply with Rule 10A–3 under the Act,
among other requirements.7
Accordingly, the Exchange 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 In particular, the following
change will be made to the text of Rule
14.1(a) (proposed text to be added is
underlined):
Therefore, the provisions of Rules 14.2
through 14.9 that permit the listing of Equity
Securities other than common stock,
secondary classes of common stock, preferred
stock and similar issues, shares or certificates
of beneficial interest of trusts, notes, limited
partnership interests, warrants, certificates of
deposit for common stock, convertible debt
securities, American Depositary Receipts
(‘‘ADRs’’), and contingent value rights
(‘‘CVRs’’) will not be effective until the
Exchange files a proposed rule change under
Section 19(b)(2) under the Exchange Act to
amend its rules to comply with Rules 10A–
3 and 10C–1 under the Exchange Act and to
incorporate qualitative listing criteria, and
such proposed rule change is approved by
the Commission.
mstockstill on DSK4VPTVN1PROD with NOTICES
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
5 See 17 CFR 240.10C–1 and Securities Exchange
Act Release No. 67220 (June 20, 2012), 77 FR 38422
(June 27, 2012) (‘‘Rule 10C–1 Adopting Release’’).
6 See Exchange Rule 14.1.
7 Id.
8 17 CFR 240.10C–1.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(5).
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18:57 Mar 27, 2014
Jkt 232001
change will promote these goals by
clarifying further the intent of Rule 14.1,
which exists to permit the Exchange to
extend UTP to stocks that are listed on
another national securities exchange
pursuant to Section 12(f) of the Act.11
The proposed amendments to Rule 14.1
emphasize that the Exchange will not
list securities pursuant to Rules 14.2
through 14.9 until it proposes certain
rule changes and those changes are
approved by the Commission. The
Exchange believes the proposed rule
change is consistent with the protection
of investors because it clarifies the fact
that the Exchange will not list equity
securities without first ensuring that its
rules comply with Rule 10C–1, which
implements Section 10C of the Act.
These clarifications will also serve to
protect investors and the public interest
by preventing confusion about the
intent of Rule 14.1.
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, as amended.
The proposed rule change simply
requires the codification of standards to
which compensation committees of
listed companies will be held should
such companies choose to list their
securities on the Exchange if the
Exchange were to become a relevant
listing exchange.
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 foregoing rule change has become
effective pursuant to Section
19(b)(3)(A) 12 of the Act and Rule 19b–
4(f)(6) 13 thereunder. The proposed rule
change effects a change that (A) does not
significantly affect the protection of
investors or the public interest; (B) does
not impose any significant burden on
competition; and (C) by its terms, does
not become operative for 30 days after
the date of the filing, or such shorter
time as the Commission may designate
if consistent with the protection of
investors and the public interest;
11 15
U.S.C. 78l(f).
U.S.C. 78s(b)(3)(A).
13 17 CFR 240.19b–4(f)(6).
12 15
PO 00000
Frm 00091
Fmt 4703
Sfmt 4703
provided that the self-regulatory
organization has given the Commission
written notice of its intent to file the
proposed rule change, along with a brief
description and text of the proposed
rule change, at least five business days
prior to the date of filing of the
proposed rule change, or such shorter
time as designated by the Commission.
The Exchange provided the
Commission with written notice of its
intent to file the proposed rule change,
along with a brief description and text
of the proposed rule change, at least five
(5) business days prior to the date of
filing.14 The Exchange has satisfied this
requirement [sic].
The Exchange believes that the
proposed rule change meets the
requirements of Rule 19b–4(f)(6).15
Specifically, the proposal does not
significantly affect the protection of
investors or the public interest because
it simply requires the codification of
standards to which compensation
committees of listed companies will be
held if the Exchange were to become a
listing market. Further, it does not
involve any novel or complex issue and
is substantially similar to the UTP
listing rules of the BATS–Y Exchange,
Inc. (‘‘BYX’’).16 Furthermore, the
proposed rule change benefits investors
in that it increases transparency for
investors and promotes responsible
corporate governance by requiring the
codification of standards for
compensation committees of listed
companies should the Exchange become
a primary listing exchange. Accordingly,
the Exchange has designated this rule
filing as non-controversial under
Section 19(b)(3)(A) of the Act17 and
paragraph (f)(6) of Rule 19b–4
thereunder.18
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.
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.
14 17
CFR 240.19b–4(f)(6)(iii).
CFR 240.19b–4(f)(6).
16 See BYX Rule 14.1. Securities Exchange Act
Release No. 70623 (October 8, 2013), 78 FR 6277
(October 22, 2013).
17 15 U.S.C. 78s(b)(3)(A).
18 17 CFR 240.19b– 4(f)(6).
15 17
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Federal Register / Vol. 79, No. 60 / Friday, March 28, 2014 / Notices
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–
EDGA–2014–05 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
mstockstill on DSK4VPTVN1PROD with NOTICES
All submissions should refer to File
Number SR–EDGA–2014–05. 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
available publicly. All submissions
should refer to File Number SR–EDGA–
2014–05, and should be submitted on or
before April 18, 2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–06896 Filed 3–27–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–71778; File No. SR–
NYSEArca–2014–23)
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change to List and Trade Shares
of the iShares Interest Rate Hedged
Corporate Bond ETF and iShares
Interest Rate Hedged High Yield Bond
ETF Under NYSE Arca Equities Rule
8.600
March 24, 2014.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on March
19, 2014, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) 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 selfregulatory organization. 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
The Exchange proposes to list and
trade the following under NYSE Arca
Equities Rule 8.600 (‘‘Managed Fund
Shares’’): iShares Interest Rate Hedged
Corporate Bond ETF and iShares
Interest Rate Hedged High Yield Bond
ETF. 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.
1 15
U.S.C.78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
19 17
CFR 200.30–3(a)(12).
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18:57 Mar 27, 2014
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17585
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to list and
trade shares (‘‘Shares’’) of the following
under NYSE Arca Equities Rule 8.600,
which governs the listing and trading of
Managed Fund Shares 4: iShares Interest
Rate Hedged Corporate Bond ETF and
iShares Interest Rate Hedged High Yield
Bond ETF (each, a ‘‘Fund’’ and
collectively, the ‘‘Funds’’). The Shares
of the Funds will be offered by iShares
U.S. ETF Trust (the ‘‘Trust’’).5. The
Trust is registered with the Commission
as an open-end management investment
company.6 BlackRock Fund Advisors
(‘‘BFA’’) will serve as the investment
adviser to the Funds (the ‘‘Adviser’’).
BFA is an indirect wholly-owned
subsidiary of BlackRock, Inc. BlackRock
Investments, LLC (the ‘‘Distributor’’)
will be the principal underwriter and
distributor of the Funds’ Shares. State
Street Bank and Trust Company (the
4 A Managed Fund Share is a security that
represents an interest in an investment company
registered under the Investment Company Act of
1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as
an open-end investment company or similar entity
that invests in a portfolio of securities selected by
its investment adviser consistent with its
investment objectives and policies. In contrast, an
open-end investment company that issues
Investment Company Units, listed and traded on
the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that
correspond generally to the price and yield
performance of a specific foreign or domestic stock
index, fixed income securities index or combination
thereof.
5 The Commission has previously approved
listing and trading on the Exchange of a number of
actively managed funds under Rule 8.600. See, e.g.,
Securities Exchange Act Release Nos. 57801 (May
8, 2008), 73 FR 27878 (May 14, 2008) (SR–
NYSEArca-2008–31) (order approving Exchange
listing and trading of twelve actively-managed
funds of the WisdomTree Trust); 60460 (August 7,
2009), 74 FR 41468 (August 17, 2009) (SR–
NYSEArca–2009–55) (order approving listing and
trading of Dent Tactical ETF); 63076 (October 12,
2010), 75 FR 63874 (October 18, 2010) (SR–
NYSEArca–2010–79) (order approving listing and
trading of Cambria Global Tactical ETF).
6 The Trust is registered under the 1940 Act. On
August 22, 2013, the Trust filed with the
Commission post-effective amendments on Form
N–1A under the Securities Act of 1933 (15 U.S.C.
77a) and under the 1940 Act relating to the iShares
Interest Rate Hedged Corporate Bond ETF (the
‘‘Corporate Bond Registration Statement’’) and the
iShares Interest Rate Hedged High Yield Bond ETF
(the ‘‘High Yield Registration Statement’’ and
together with the Corporate Bond Registration
Statement, the ‘‘Registration Statements’’) (File Nos.
333–179904 and 811–22649). The description of the
operation of the Trust and the Funds herein is
based, in part, on the Registration Statements. In
addition, the Commission has issued an order
granting certain exemptive relief to the Trust under
the 1940 Act. See Investment Company Act Release
No. 29571 (File No. 812–13601) (‘‘Exemptive
Order’’).
E:\FR\FM\28MRN1.SGM
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]]>Agencies
[Federal Register Volume 79, Number 60 (Friday, March 28, 2014)]
[Notices]
[Pages 17583-17585]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-06896]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71776; File No. SR-EDGA-2014-05]
Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Add a
Reference to Rule 10C-1 Under the Exchange Act in EDGA Rule 14.1
Concerning Unlisted Trading Privileges
March 24, 2014.
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 March 12, 2014, EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') filed with the Securities and Exchange Commission
(``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.
---------------------------------------------------------------------------
\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
The Exchange is filing with the Commission a proposal to amend
Exchange Rule 14.1 to make clear that the Exchange will not list equity
securities without first ensuring that its rules comply with Rule 10C-1
under the Act (``Rule 10C-1''). The text of the proposed rule change is
available on the Exchange's Internet Web site at www.directedge.com, at
the Exchange's principal office, and at the Public Reference Room of
the Commission.
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
1. Purpose
The Exchange proposes to amend Exchange Rule 14.1 to make clear
that the Exchange will not list equity securities without first
ensuring that its rules comply with Rule 10C-1.
On March 30, 2011, to implement Section 10C of the Act, as added by
Section 952 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010,\3\ the Commission proposed Rule 10C-1 under the
Act,\4\ which directs each national securities exchange to prohibit the
listing of any equity security of any issuer, with certain exceptions,
that does not comply
[[Page 17584]]
with the rule's requirements regarding compensation committees of
listed issuers and related requirements regarding compensation
advisers. On June 20, 2012, the Commission adopted Rule 10C-1.\5\
---------------------------------------------------------------------------
\3\ Public Law 111-203, 124 Stat. 1900 (2010).
\4\ See Securities Act Release No. 9199, Securities Exchange Act
Release No. 64149 (March 30, 2011), 76 FR 18966 (April 6, 2011)
(``Rule 10C-1 Proposing Release'').
\5\ See 17 CFR 240.10C-1 and Securities Exchange Act Release No.
67220 (June 20, 2012), 77 FR 38422 (June 27, 2012) (``Rule 10C-1
Adopting Release'').
---------------------------------------------------------------------------
Exchange Rule 14.1 states that the Exchange extends unlisted
trading privileges (``UTP'') to equity securities listed on another
national securities exchange.\6\ Rule 14.1 further states that, should
the Exchange wish to permit the listing of equity securities, pursuant
to Rules 14.2 through 14.9, it must first file a proposed rule change
with the Commission amending its rules to comply with Rule 10A-3 under
the Act, among other requirements.\7\ Accordingly, the Exchange
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\ In particular, the following change will be made to the
text of Rule 14.1(a) (proposed text to be added is underlined):
---------------------------------------------------------------------------
\6\ See Exchange Rule 14.1.
\7\ Id.
\8\ 17 CFR 240.10C-1.
Therefore, the provisions of Rules 14.2 through 14.9 that permit
the listing of Equity Securities other than common stock, secondary
classes of common stock, preferred stock and similar issues, shares
or certificates of beneficial interest of trusts, notes, limited
partnership interests, warrants, certificates of deposit for common
stock, convertible debt securities, American Depositary Receipts
(``ADRs''), and contingent value rights (``CVRs'') will not be
effective until the Exchange files a proposed rule change under
Section 19(b)(2) under the Exchange Act to amend its rules to comply
with Rules 10A-3 and 10C-1 under the Exchange Act and to incorporate
qualitative listing criteria, and such proposed rule change is
approved by the Commission.
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 Rule 14.1, which exists
to permit the Exchange to extend UTP to stocks that are listed on
another national securities exchange pursuant to Section 12(f) of the
Act.\11\ The proposed amendments to Rule 14.1 emphasize that the
Exchange will not list securities pursuant to Rules 14.2 through 14.9
until it proposes certain rule changes and those changes are approved
by the Commission. The Exchange believes the proposed rule change is
consistent with the protection of investors because it clarifies the
fact that the Exchange will not list equity securities without first
ensuring that its rules comply with Rule 10C-1, which implements
Section 10C of the Act. These clarifications will also serve to protect
investors and the public interest by preventing confusion about the
intent of Rule 14.1.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
\11\ 15 U.S.C. 78l(f).
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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 that is not necessary or appropriate
in furtherance of the purposes of the Act, as amended. The proposed
rule change simply requires the codification of standards to which
compensation committees of listed companies will be held should such
companies choose to list their securities on the Exchange if the
Exchange were to become a relevant listing exchange.
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 foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \12\ of the Act and Rule 19b-4(f)(6) \13\ thereunder. The
proposed rule change effects a change that (A) does not significantly
affect the protection of investors or the public interest; (B) does not
impose any significant burden on competition; and (C) by its terms,
does not become operative for 30 days after the date of the filing, or
such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest; provided that the
self-regulatory organization has given the Commission written notice of
its intent to file the proposed rule change, along with a brief
description and text of the proposed rule change, at least five
business days prior to the date of filing of the proposed rule change,
or such shorter time as designated by the Commission.
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\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(6).
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The Exchange provided the Commission with written notice of its
intent to file the proposed rule change, along with a brief description
and text of the proposed rule change, at least five (5) business days
prior to the date of filing.\14\ The Exchange has satisfied this
requirement [sic].
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\14\ 17 CFR 240.19b-4(f)(6)(iii).
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The Exchange believes that the proposed rule change meets the
requirements of Rule 19b-4(f)(6).\15\ Specifically, the proposal does
not significantly affect the protection of investors or the public
interest because it simply requires the codification of standards to
which compensation committees of listed companies will be held if the
Exchange were to become a listing market. Further, it does not involve
any novel or complex issue and is substantially similar to the UTP
listing rules of the BATS-Y Exchange, Inc. (``BYX'').\16\ Furthermore,
the proposed rule change benefits investors in that it increases
transparency for investors and promotes responsible corporate
governance by requiring the codification of standards for compensation
committees of listed companies should the Exchange become a primary
listing exchange. Accordingly, the Exchange has designated this rule
filing as non-controversial under Section 19(b)(3)(A) of the Act\17\
and paragraph (f)(6) of Rule 19b-4 thereunder.\18\
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\15\ 17 CFR 240.19b-4(f)(6).
\16\ See BYX Rule 14.1. Securities Exchange Act Release No.
70623 (October 8, 2013), 78 FR 6277 (October 22, 2013).
\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 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.
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.
[[Page 17585]]
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-EDGA-2014-05 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-EDGA-2014-05. 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 available publicly. All
submissions should refer to File Number SR-EDGA-2014-05, and should be
submitted on or before April 18, 2014.
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\19\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-06896 Filed 3-27-14; 8:45 am]
BILLING CODE 8011-01-P
