Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 3.22, Concerning Gifts and Gratuities in Relation to the Business of the Employer of the Recipient, and Renaming the Rule “Influencing or Rewarding Employees of Others”, 63624-63626 [2015-26577]

Download as PDF 63624 Federal Register / Vol. 80, No. 202 / Tuesday, October 20, 2015 / Notices C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 18 and paragraph (f) of Rule 19b–4 thereunder.19 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. Comments may be submitted by any of the following methods: mstockstill on DSK4VPTVN1PROD with NOTICES 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– BATS–2015–89 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–BATS–2015–89. 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 18 15 19 17 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). VerDate Sep<11>2014 17:55 Oct 19, 2015 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 the filing will also 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– 2015–89 and should be submitted on or before November 10, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.20 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–26517 Filed 10–19–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meeting Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94–409, that the Securities and Exchange Commission will hold a Closed Meeting on Thursday, October 22, 2015 at 2 p.m. Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters also may be present. The General Counsel of the Commission, or her designee, has certified that, in her opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) and 17 CFR 200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the scheduled matter at the Closed Meeting. Commissioner Aguilar, as duty officer, voted to consider the items listed for the Closed Meeting in closed session. The subject matter of the Closed Meeting will be: Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings; Formal orders of investigation; and 20 17 Jkt 238001 PO 00000 CFR 200.30–3(a)(12). Frm 00127 Fmt 4703 Sfmt 4703 Other matters relating to enforcement proceedings. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551–5400. Dated: October 15, 2015. Brent J. Fields, Secretary. [FR Doc. 2015–26717 Filed 10–16–15; 11:15 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–76156; File No. SR–BYX– 2015–43] Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 3.22, Concerning Gifts and Gratuities in Relation to the Business of the Employer of the Recipient, and Renaming the Rule ‘‘Influencing or Rewarding Employees of Others’’ October 15, 2015. 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 30, 2015, BATS Y-Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) 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 Exchange. The Exchange has designated this proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b–4(f)(6)(iii) thereunder,4 which renders it effective upon filing with the Commission. 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 Substance of the Proposed Rule Change The Exchange filed a proposal to amend Rule 3.22, Gratuities, to conform to the rules of the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) for purposes of an agreement between 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(6)(iii). 2 17 E:\FR\FM\20OCN1.SGM 20OCN1 Federal Register / Vol. 80, No. 202 / Tuesday, October 20, 2015 / Notices the Exchange and FINRA pursuant to Rule 17d–2 under the Act.5 The text of the proposed rule change is available at the Exchange’s Web site at www.batstrading.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 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 parts of such statements. mstockstill on DSK4VPTVN1PROD with NOTICES (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Pursuant to Rule 17d–2 under the Act,6 the Exchange and FINRA entered into an agreement to allocate regulatory responsibility for common rules (the ‘‘17d–2 Agreement’’). The 17d–2 Agreement covers common members of the Exchange and FINRA and allocates to FINRA regulatory responsibility, with respect to common members, for the following: (i) Examination of common members of the Exchange and FINRA for compliance with certain federal securities laws, rules and regulations and rules of the Exchange that the Exchange has certified as identical or substantially similar to FINRA rules; (ii) investigation of common members of the Exchange and FINRA for violations of certain federal securities laws, rules or regulations, or Exchange rules that the Exchange has certified as identical or substantially identical to a FINRA rule; and (iii) enforcement of compliance by common members with certain federal securities laws, rules and regulations, and the rules of the Exchange that the Exchange has certified as identical or substantially similar to FINRA rules.7 The 17d–2 Agreement included a certification by the Exchange that states that the requirements contained in 5 17 CFR 240.17d–2. CFR 240.17d–2. 7 See Securities and Exchange Release No. 63102 (October 14, 2010), 75 FR 64765 (October 20, 2010) (approving File No. 4–613). 6 17 VerDate Sep<11>2014 17:55 Oct 19, 2015 Jkt 238001 certain Exchange rules are identical to, or substantially similar to, certain FINRA rules that have been identified as comparable. To conform to comparable FINRA rules for purposes of the 17d–2 Agreement, the Exchange proposes [sic] delete the current text of Rule 3.22, Gratuities, and adopt text that is identical to FINRA Rule 3220 and to rename the rule ‘‘Influencing or Rewarding Employees of Others’’. The proposed rule text is also identical to New York Stock Exchange, Inc. (‘‘NYSE’’) Rule 3220, which has been approved by the Commission.8 Currently, Exchange Rule 3.22 is excluded from the 17d–2 Agreement because it is not identical, or substantially similar to, FINRA Rules 3220. Exchange Rule 3.22 prohibits Members from giving any compensation or gratuity in any one year in excess of $50.00 to any employee of the Exchange or in excess of $100.00 to any employee of any other Member or of any nonMember broker, dealer, bank or institution, without the prior consent of the employer and of the Exchange. FINRA Rule 3220 currently prevents gifts in excess of a fixed amount, currently $100.00, where the gifts or gratuity is in relation to the business of the employee 9 of the recipient. Unlike FINRA Rule 3220, current Exchange Rule 3.22 does not include record keeping requirements or an exclusion for payments made pursuant to bona fide, written employment contracts. Exchange Rule 3.22 was, therefore, excluded from the 17d–2 Agreement because it was not identical or substantially similar to FINRA Rule 3220. To harmonize its rules with FINRA, the Exchange proposes to delete the current text of Rule 3.22 and adopt text that is identical to FINRA Rule 3220 so that it may be incorporated into the 17d–2 Agreement in its entirety. The Exchange believes that these changes will help to avoid confusion among Members of the Exchange that are also members of FINRA by further aligning the Exchange Rule 3.22 with FINRA Rule 3220. The proposed changes to Rule 3.22 are designed to enable the Exchange to incorporate Rule 3.22 into the 17d–2 Agreement, further reducing duplicative regulation of Members that are also members of FINRA. For the avoidance of doubt, Rule 3.22 would equally apply to 8 See Securities Exchange Act Release No. 59965 (May 21, 2009), 74 FR 25783 (May 29, 2009) (SR– NYSE–2009–25). 9 The Commission notes that both FINRA Rule 3220 and proposed BYX Rule 3.22 limit gifts and gratuities in relation to the employer of the recipient, rather than those in relation to the ‘‘employee’’ of the recipient as stated above. PO 00000 Frm 00128 Fmt 4703 Sfmt 4703 63625 Exchange-only Members as the Exchange believes it appropriately protects against improprieties that might arise when substantial gifts or monetary payments are given to certain persons. The Exchange will issue a Regulatory Notice to its Members, including Exchange-only Members that may not also be FINRA Members, and those Members registered with FINRA, clarifying that FINRA’s interpretive guidance related to FINRA Rule 3220 is considered part of Exchange Rule 3.22, and that all Members are required to regulate their conduct according to Rule 3.22 and the interpretive guidance related to FINRA Rule 3220.10 As amended, like FINRA Rule 3220(a), proposed paragraph (a) of Rule 3.22 would prevent gifts in excess of $100.00 per individual per year where the gift or gratuity is in relation to the business of the employee of the recipient. A gift of any kind would be considered a gratuity. The Rule would also contain an express exclusion for payments made pursuant to bona fide, written employment contracts. Specifically, like FINRA Rule 3220(b), proposed paragraph (b) of Rule 3.22 would state that the rule would not apply to contracts of employment with or to compensation for services rendered by persons enumerated in paragraph (a) of the Rule, provided that there is in existence prior to the time of employment or before the services are rendered, a written agreement between the member and the person who is to be employed to perform such services. Proposed paragraph (c) would require such agreement to include the nature of the proposed employment, the amount of the proposed compensation, and the written consent of such person’s employer or principal. The Rule would also require each Member to maintain a separate record of all gifts or gratuities. Like FINRA Rule 3220(c), proposed paragraph (c) of Rule 3.22 would require a separate record of all payments or gratuities in any amount known to the member, the employment agreement referred to in proposed paragraph (b) of Rule 3.22 and any employment compensation paid as a result thereof shall be retained by the member for the period specified by Exchange Act Rule 17a–4.11 10 See, e.g., FINRA’s interpretative guidance concerning business entertainment expenses, including a June 24, 1999, Letter to Henry H. Hopkins and Sarah McCafferty, T. Rowe Price Investment Services, Inc. This interpretative letter and other interpretive guidance concerning gifts and gratuities expenses are currently available at FINRA’s Web site. 11 17 CFR 240.17a–4. E:\FR\FM\20OCN1.SGM 20OCN1 63626 Federal Register / Vol. 80, No. 202 / Tuesday, October 20, 2015 / Notices 2. Statutory Basis The Exchange believes that proposed rule change is consistent with Section 6(b)(5) of the Act,12 which requires, among other things, that the Exchange’s rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. The Exchange believes that the proposed rule change will further these requirements by providing greater harmonization between Exchange and FINRA rules of similar purpose, resulting in greater uniformity and less burdensome and more efficient regulatory compliance. As such, the proposed rule change would foster cooperation and coordination with persons engaged in facilitating transactions in securities and would remove impediments to and perfect the mechanism of a free and open market and a national market system in accordance with Section 6(b)(5) of the Act.13 (B) Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change would impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is not designed to address any competitive issues but rather to provide greater harmonization among Exchange and FINRA rules of similar purpose, resulting in less burdensome and more efficient regulatory compliance for common members and facilitating FINRA’s performance of its regulatory functions under the 17d–2 Agreement. mstockstill on DSK4VPTVN1PROD with NOTICES (C) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has designated this rule filing as non-controversial under Section 19(b)(3)(A) of the Act 14 and paragraph (f)(6) of Rule 19b–4 12 15 U.S.C. 78f(b)(5). thereunder.15 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. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily temporarily suspend such rule change if it appears to the Commission that such action is: (1) Necessary or appropriate in the public interest; (2) for the protection of investors; or (3) 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 proposal 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 No. SR– BYX–2015–43 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 No. SR–BYX–2015–43. 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 will also 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 No. SR–BYX–2015– 43 and should be submitted on or before October 23,2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–26577 Filed 10–19–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [File No. 500–1] Accentia Biopharmaceuticals, Inc. and Biostem U.S. Corp., Order of Suspension of Trading October 16, 2015. It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Accentia Biopharmaceuticals, Inc. (CIK No. 1310094), a dissolved Florida corporation with its principal place of business listed as Tampa, Florida, with stock quoted on OTC Link (previously, ‘‘Pink Sheets’’) operated by OTC Markets Group, Inc. (‘‘OTC Link’’) under the ticker symbol ABPI, because it has not filed any periodic reports since the period ended December 31, 2012. On October 27, 2014, Accentia Biopharmaceuticals received a delinquency letter sent by the Division of Corporation Finance requesting compliance with their periodic filing obligations. 13 Id. 14 15 U.S.C. 78s(b)(3)(A). VerDate Sep<11>2014 17:55 Oct 19, 2015 15 17 Jkt 238001 PO 00000 CFR 240.19b–4. Frm 00129 Fmt 4703 16 17 Sfmt 4703 E:\FR\FM\20OCN1.SGM CFR 200.30–3(a)(12). 20OCN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 80, Number 202 (Tuesday, October 20, 2015)]
[Notices]
[Pages 63624-63626]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-26577]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76156; File No. SR-BYX-2015-43]

Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 3.22, Concerning Gifts and Gratuities in Relation to the Business
of the Employer of the Recipient, and Renaming the Rule ``Influencing
or Rewarding Employees of Others''

October 15, 2015.
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 30, 2015, BATS Y-Exchange, Inc. (the ``Exchange'' or
``BYX'') 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 Exchange. The
Exchange has designated this proposal as a ``non-controversial''
proposed rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and
Rule 19b-4(f)(6)(iii) thereunder,\4\ which renders it effective upon
filing with the Commission. 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.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

The Exchange filed a proposal to amend Rule 3.22, Gratuities, to
conform to the rules of the Financial Industry Regulatory Authority,
Inc. (``FINRA'') for purposes of an agreement between

[[Page 63625]]

the Exchange and FINRA pursuant to Rule 17d-2 under the Act.\5\
---------------------------------------------------------------------------

\5\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------

The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 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 parts of such
statements.

(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
Pursuant to Rule 17d-2 under the Act,\6\ the Exchange and FINRA
entered into an agreement to allocate regulatory responsibility for
common rules (the ``17d-2 Agreement''). The 17d-2 Agreement covers
common members of the Exchange and FINRA and allocates to FINRA
regulatory responsibility, with respect to common members, for the
following: (i) Examination of common members of the Exchange and FINRA
for compliance with certain federal securities laws, rules and
regulations and rules of the Exchange that the Exchange has certified
as identical or substantially similar to FINRA rules; (ii)
investigation of common members of the Exchange and FINRA for
violations of certain federal securities laws, rules or regulations, or
Exchange rules that the Exchange has certified as identical or
substantially identical to a FINRA rule; and (iii) enforcement of
compliance by common members with certain federal securities laws,
rules and regulations, and the rules of the Exchange that the Exchange
has certified as identical or substantially similar to FINRA rules.\7\
---------------------------------------------------------------------------

\6\ 17 CFR 240.17d-2.
\7\ See Securities and Exchange Release No. 63102 (October 14,
2010), 75 FR 64765 (October 20, 2010) (approving File No. 4-613).
---------------------------------------------------------------------------

The 17d-2 Agreement included a certification by the Exchange that
states that the requirements contained in certain Exchange rules are
identical to, or substantially similar to, certain FINRA rules that
have been identified as comparable. To conform to comparable FINRA
rules for purposes of the 17d-2 Agreement, the Exchange proposes [sic]
delete the current text of Rule 3.22, Gratuities, and adopt text that
is identical to FINRA Rule 3220 and to rename the rule ``Influencing or
Rewarding Employees of Others''. The proposed rule text is also
identical to New York Stock Exchange, Inc. (``NYSE'') Rule 3220, which
has been approved by the Commission.\8\
---------------------------------------------------------------------------

\8\ See Securities Exchange Act Release No. 59965 (May 21,
2009), 74 FR 25783 (May 29, 2009) (SR-NYSE-2009-25).
---------------------------------------------------------------------------

Currently, Exchange Rule 3.22 is excluded from the 17d-2 Agreement
because it is not identical, or substantially similar to, FINRA Rules
3220. Exchange Rule 3.22 prohibits Members from giving any compensation
or gratuity in any one year in excess of $50.00 to any employee of the
Exchange or in excess of $100.00 to any employee of any other Member or
of any non-Member broker, dealer, bank or institution, without the
prior consent of the employer and of the Exchange. FINRA Rule 3220
currently prevents gifts in excess of a fixed amount, currently
$100.00, where the gifts or gratuity is in relation to the business of
the employee \9\ of the recipient. Unlike FINRA Rule 3220, current
Exchange Rule 3.22 does not include record keeping requirements or an
exclusion for payments made pursuant to bona fide, written employment
contracts. Exchange Rule 3.22 was, therefore, excluded from the 17d-2
Agreement because it was not identical or substantially similar to
FINRA Rule 3220. To harmonize its rules with FINRA, the Exchange
proposes to delete the current text of Rule 3.22 and adopt text that is
identical to FINRA Rule 3220 so that it may be incorporated into the
17d-2 Agreement in its entirety.
---------------------------------------------------------------------------

\9\ The Commission notes that both FINRA Rule 3220 and proposed
BYX Rule 3.22 limit gifts and gratuities in relation to the employer
of the recipient, rather than those in relation to the ``employee''
of the recipient as stated above.
---------------------------------------------------------------------------

The Exchange believes that these changes will help to avoid
confusion among Members of the Exchange that are also members of FINRA
by further aligning the Exchange Rule 3.22 with FINRA Rule 3220. The
proposed changes to Rule 3.22 are designed to enable the Exchange to
incorporate Rule 3.22 into the 17d-2 Agreement, further reducing
duplicative regulation of Members that are also members of FINRA. For
the avoidance of doubt, Rule 3.22 would equally apply to Exchange-only
Members as the Exchange believes it appropriately protects against
improprieties that might arise when substantial gifts or monetary
payments are given to certain persons. The Exchange will issue a
Regulatory Notice to its Members, including Exchange-only Members that
may not also be FINRA Members, and those Members registered with FINRA,
clarifying that FINRA's interpretive guidance related to FINRA Rule
3220 is considered part of Exchange Rule 3.22, and that all Members are
required to regulate their conduct according to Rule 3.22 and the
interpretive guidance related to FINRA Rule 3220.\10\
---------------------------------------------------------------------------

\10\ See, e.g., FINRA's interpretative guidance concerning
business entertainment expenses, including a June 24, 1999, Letter
to Henry H. Hopkins and Sarah McCafferty, T. Rowe Price Investment
Services, Inc. This interpretative letter and other interpretive
guidance concerning gifts and gratuities expenses are currently
available at FINRA's Web site.
---------------------------------------------------------------------------

As amended, like FINRA Rule 3220(a), proposed paragraph (a) of Rule
3.22 would prevent gifts in excess of $100.00 per individual per year
where the gift or gratuity is in relation to the business of the
employee of the recipient. A gift of any kind would be considered a
gratuity. The Rule would also contain an express exclusion for payments
made pursuant to bona fide, written employment contracts. Specifically,
like FINRA Rule 3220(b), proposed paragraph (b) of Rule 3.22 would
state that the rule would not apply to contracts of employment with or
to compensation for services rendered by persons enumerated in
paragraph (a) of the Rule, provided that there is in existence prior to
the time of employment or before the services are rendered, a written
agreement between the member and the person who is to be employed to
perform such services. Proposed paragraph (c) would require such
agreement to include the nature of the proposed employment, the amount
of the proposed compensation, and the written consent of such person's
employer or principal.
The Rule would also require each Member to maintain a separate
record of all gifts or gratuities. Like FINRA Rule 3220(c), proposed
paragraph (c) of Rule 3.22 would require a separate record of all
payments or gratuities in any amount known to the member, the
employment agreement referred to in proposed paragraph (b) of Rule 3.22
and any employment compensation paid as a result thereof shall be
retained by the member for the period specified by Exchange Act Rule
17a-4.\11\
---------------------------------------------------------------------------

\11\ 17 CFR 240.17a-4.

---------------------------------------------------------------------------

[[Page 63626]]

2. Statutory Basis
The Exchange believes that proposed rule change is consistent with
Section 6(b)(5) of the Act,\12\ which requires, among other things,
that the Exchange's rules be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system. The Exchange believes that the
proposed rule change will further these requirements by providing
greater harmonization between Exchange and FINRA rules of similar
purpose, resulting in greater uniformity and less burdensome and more
efficient regulatory compliance. As such, the proposed rule change
would foster cooperation and coordination with persons engaged in
facilitating transactions in securities and would remove impediments to
and perfect the mechanism of a free and open market and a national
market system in accordance with Section 6(b)(5) of the Act.\13\
---------------------------------------------------------------------------

\12\ 15 U.S.C. 78f(b)(5).
\13\ Id.
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not designed to address any competitive issues but rather to provide
greater harmonization among Exchange and FINRA rules of similar
purpose, resulting in less burdensome and more efficient regulatory
compliance for common members and facilitating FINRA's performance of
its regulatory functions under the 17d-2 Agreement.

(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others

The Exchange has neither solicited nor received written comments on
the proposed rule change.

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

The Exchange has designated this rule filing as non-controversial
under Section 19(b)(3)(A) of the Act \14\ and paragraph (f)(6) of Rule
19b-4 thereunder.\15\ 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.
---------------------------------------------------------------------------

\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily temporarily suspend such rule
change if it appears to the Commission that such action is: (1)
Necessary or appropriate in the public interest; (2) for the protection
of investors; or (3) 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 proposal 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 No. SR-BYX-2015-43 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 No. SR-BYX-2015-43. 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 will also 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 No. SR-BYX-2015-43 and should be
submitted on or before October 23, 2015.
---------------------------------------------------------------------------

\16\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-26577 Filed 10-19-15; 8:45 am]
BILLING CODE 8011-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.