Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Listing Standards for Acquisition Companies To Modify the Initial and Continued Distribution Requirements, 16865-16867 [2017-06787]

Download as PDF Federal Register / Vol. 82, No. 65 / Thursday, April 6, 2017 / Notices collection of information is 0.5 hours and $5,000 dollars. Deborah Chase Murphy, Assistant General Counsel for Regulatory Affairs, Pension Benefit Guaranty Corporation. [FR Doc. 2017–06802 Filed 4–5–17; 8:45 am] BILLING CODE P POSTAL REGULATORY COMMISSION [Docket Nos. MC2017–105 and CP2017–152] New Postal Products Postal Regulatory Commission. ACTION: Notice. AGENCY: The Commission is noticing a recent Postal Service filing for the Commission’s consideration concerning a negotiated service agreement. This notice informs the public of the filing, invites public comment, and takes other administrative steps. DATES: Comments are due: April 10, 2017. SUMMARY: Submit comments electronically via the Commission’s Filing Online system at https:// www.prc.gov. Those who cannot submit comments electronically should contact the person identified in the FOR FURTHER INFORMATION CONTACT section by telephone for advice on filing alternatives. ADDRESSES: FOR FURTHER INFORMATION CONTACT: David A. Trissell, General Counsel, at 202–789–6820. SUPPLEMENTARY INFORMATION: Table of Contents I. Introduction II. Docketed Proceeding(s) mstockstill on DSK3G9T082PROD with NOTICES I. Introduction The Commission gives notice that the Postal Service filed request(s) for the Commission to consider matters related to negotiated service agreement(s). The request(s) may propose the addition or removal of a negotiated service agreement from the market dominant or the competitive product list, or the modification of an existing product currently appearing on the market dominant or the competitive product list. Section II identifies the docket number(s) associated with each Postal Service request, the title of each Postal Service request, the request’s acceptance date, and the authority cited by the Postal Service for each request. For each request, the Commission appoints an officer of the Commission to represent the interests of the general public in the VerDate Sep<11>2014 18:51 Apr 05, 2017 Jkt 241001 proceeding, pursuant to 39 U.S.C. 505 (Public Representative). Section II also establishes comment deadline(s) pertaining to each request. The public portions of the Postal Service’s request(s) can be accessed via the Commission’s Web site (https:// www.prc.gov). Non-public portions of the Postal Service’s request(s), if any, can be accessed through compliance with the requirements of 39 CFR 3007.40. The Commission invites comments on whether the Postal Service’s request(s) in the captioned docket(s) are consistent with the policies of title 39. For request(s) that the Postal Service states concern market dominant product(s), applicable statutory and regulatory requirements include 39 U.S.C. 3622, 39 U.S.C. 3642, 39 CFR part 3010, and 39 CFR part 3020, subpart B. For request(s) that the Postal Service states concern competitive product(s), applicable statutory and regulatory requirements include 39 U.S.C. 3632, 39 U.S.C. 3633, 39 U.S.C. 3642, 39 CFR part 3015, and 39 CFR part 3020, subpart B. Comment deadline(s) for each request appear in section II. II. Docketed Proceeding(s) 1. Docket No(s).: MC2017–105 and CP2017–152; Filing Title: Request of the United States Postal Service to Add Global Expedited Package Services— Non-Published Rates 12 (GEPS–NPR 12) to the Competitive Products List and Notice of Filing GEPS–NPR 12 Model Contract and Application for NonPublic Treatment of Materials Filed Under Seal; Filing Acceptance Date: March 31, 2017; Filing Authority: 39 U.S.C. 3642 and 39 CFR 3020.30 et seq.; Public Representative: Katalin K. Clendenin; Comments Due: April 10, 2017. This notice will be published in the Federal Register. Stacy L. Ruble, Secretary. [FR Doc. 2017–06851 Filed 4–5–17; 8:45 am] BILLING CODE 7710–FW–P PO 00000 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–80358; File No. SR–NYSE– 2017–11] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Listing Standards for Acquisition Companies To Modify the Initial and Continued Distribution Requirements March 31, 2017. 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 20, 2017, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 Substance of the Proposed Rule Change The Exchange proposes to amend its listing standards for Acquisition Companies (‘‘ACs’’) to modify the initial and continued distribution requirements. 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 Frm 00087 Fmt 4703 Sfmt 4703 16865 E:\FR\FM\06APN1.SGM 06APN1 16866 Federal Register / Vol. 82, No. 65 / Thursday, April 6, 2017 / Notices mstockstill on DSK3G9T082PROD with NOTICES A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its initial and continued distribution requirements for Acquisition Companies (or ‘‘ACs’’) listed under Section 102.06 of the NYSE Listed Company Manual (the ‘‘Manual’’). An AC (typically known in the marketplace as a special purpose acquisition company or ‘‘SPAC’’) is a special purpose company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses or assets. The securities sold by the AC in its initial public offering are typically units, consisting of one share of common stock and one or more warrants (or a fraction of a warrant) to purchase common stock, that are separable at some point after the IPO. Management generally is granted a percentage of the AC’s equity and may be required to purchase additional shares in a private placement at the time of the AC’s IPO. Section 102.06 requires that an AC meet the distribution requirements of Section 102.01A at the time of initial listing. Under Section 102.01A, companies listing in connection with their IPO must have 400 holders of round lots (i.e., 100 shares) and 1.1 million publicly held shares. Companies listing in connection with a transfer from another exchange or a quotation listing must have 1.1 million publicly held shares at the time of initial listing on the Exchange and (i) 400 round lot holders; (ii) 2,200 total stockholders together with average monthly trading volume of 100,000 shares (for the most recent six months); or (iii) 500 total stockholders together with average monthly trading volume of one million shares (for the most recent twelve months). The Exchange proposes to modify the distribution requirements for ACs. As proposed, the distribution requirements for ACs would be included in Section 102.06 rather than incorporated by reference to Section 102.01A. Under the proposed amendment, ACs would have to have at least 300 round lot holders when listing in conjunction with an IPO (rather than 400 round lot holders as is the case currently). ACs transferring from other exchanges or listing in connection with a quotation listing would be allowed to list on the basis of 1.1 million publicly held shares and 300 VerDate Sep<11>2014 18:51 Apr 05, 2017 Jkt 241001 round lot holders (rather than 400 round lot holders as is the case currently). The Exchange is proposing to move to Section 102.06, but not alter, the other distribution criteria for transfers and quotation listings. In addition, the Exchange is proposing to make minor clarifying revisions to Section 102.06. Specifically, the Exchange proposes to move a sentence detailing the minimum price per share for an AC at the time of initial listing from the end of a paragraph to the beginning of the same paragraph. Further, the Exchange proposes to delete an incorrect reference to footnote (A) after the aggregate market value requirement because footnote (A) only refers to the publicly-held shares requirement. Consistent with these changes to the initial listing requirements, the Exchange proposes to amend the continued listing standards applicable to ACs set forth in Section 802.01B of the Manual. Under Section 802.01B, ACs are currently deemed to be below continued listing standards if: (i) Their total number of stockholders is less than 400; (ii) the number of total stockholders is less than 1,200 and the average monthly trading volume is less than 100,000 shares (for the most recent 12 months); or (iii) the number of publicly-held shares is less than 600,000. Consistent with the proposed amendments to the initial listing standards, the Exchange proposes to provide that ACs will be deemed to be below continued listing standards if they have fewer than 300 total stockholders (rather than the 400 total stockholders currently required).4 The Exchange believes that the proposed modification in the distribution requirements for ACs is appropriate because of the unique characteristics of the Acquisition Company structure. Specifically, pending the completion of a business combination, each share of an AC represents a right to a pro rata share of the AC’s assets held in trust, AC shares typically have a trading price very close to their liquidation value and the liquidity and market efficiency concerns relevant to listed operating companies do not arise to the same degree. As such, there is less of a necessity to ensure that there are a large number of shareholders of an AC to create an active market that generates appropriate pricing. The Exchange also notes that SPACs have 4 ACs will also continue to be deemed to be below continued listing standards if (i) the number of total stockholders is less than 1,200 and the average monthly trading volume is less than 100,000 shares (for the most recent 12 months) or (ii) the number of publicly-held shares is less than 600,000. PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 been listing on the Nasdaq Capital Market for a number of years subject to initial and continued shareholder requirements identical to those proposed by the Exchange 5 and that the proposed amendments will enable the Exchange to compete more effectively for SPAC listings. The Exchange believes that the proposed amendment does not affect the status of NYSE listed securities under Exchange Act Rule 3a51–1(a) (the ‘‘Penny Stock Rule’’),6 as the amended standards satisfy the requirements of Exchange Act Rule 3a51–1(a)(2).7 While the amended requirements do not include an explicit requirement that newly-listed ACs have at least $5 million in stockholders’ equity as required by Rule 3a51–1(a)(2)(i)(A)(1),8 the requirement that the AC must place at least 80% of its offering proceeds in trust upon consummation of its IPO ensures that all ACs will meet this requirement upon initial listing. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,9 in general, and furthers the objectives of Section 6(b)(5) 10 of the Act, 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 and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange believes that the proposed amendments to its distribution requirements for ACs are consistent with the protection of investors because AC shares typically have a trading price very close to their liquidation value. The Exchange’s distribution standards are important because the existence a significant number of holders can be an indicia of a liquid trading market, which supports an appropriate level of price discovery. As AC shares typically trade close to their liquidation value, price discovery is less important than it is with operating companies and therefore there 5 See Nasdaq Marketplace Rules 5505(a)(3) and 5550(a)(3). 6 17 CFR 240.a51–1(a).[sic] 7 17 CFR 240.a51–1(a)(2).[sic] 8 17 CFR 240.a51–1(a)(2)(i)(A)(1)[sic] 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(5). E:\FR\FM\06APN1.SGM 06APN1 Federal Register / Vol. 82, No. 65 / Thursday, April 6, 2017 / Notices is a reduced reliance on distribution requirements to assure appropriate price discovery. In addition, a number of ACs have listed on Nasdaq Capital Market subject to identical distribution requirements to those proposed by the Exchange and there is no evidence that they have proven unfit for exchange trading. It is also important to note that any AC that remains listed after completing a business combination will be required to meet the NYSE’s initial listing requirement of 400 round lot holders at the time of consummation of the transaction.11 While the proposed amended distribution requirements for the listing of ACs would be lower than those for other listing applicants, the Exchange does not believe that this difference is unfairly discriminatory. The Exchange believes this to be the case because market value-based listing standards are largely adopted to ensure adequate trading liquidity and, consequently, efficient market pricing of a company’s securities. As an investment in an AC prior to its business combination represents a right to a pro rata share of the AC’s assets held in trust, AC shares typically have a trading price very close to their liquidation value and the liquidity and market efficiency concerns relevant to listed operating companies do not arise to the same degree. As such, the Exchange does not believe it is unfairly discriminatory to apply different distribution requirements to ACs than to other listing applicants. B. Self-Regulatory Organization’s Statement on Burden on Competition mstockstill on DSK3G9T082PROD with NOTICES 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 is designed to enable the Exchange to better compete with Nasdaq Capital Market by adopting distribution requirements that a greater number of ACs will be able to meet at the time of their IPOs. As such, it is intended to promote competition for the listing of ACs. 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. 11 See Section 802.01B of the Manual. VerDate Sep<11>2014 18:51 Apr 05, 2017 Jkt 241001 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. 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– NYSE–2017–11 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–NYSE–2017–11. 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 the filing also will be available for Frm 00089 Fmt 4703 Sfmt 4703 inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE– 2017–11 and should be submitted on or before April 27, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–06787 Filed 4–5–17; 8:45 am] BILLING CODE 8011–01–P IV. Solicitation of Comments PO 00000 16867 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–80359] Order Extending a Temporary Exemption From Compliance With Rules 13n–1 to 13n–12 Under the Securities Exchange Act of 1934 March 31, 2017. I. Introduction The Securities and Exchange Commission (‘‘Commission’’) is extending certain exemptions previously granted in connection with requirements applicable to securitybased swap data repositories (‘‘SDR’’). The Commission adopted Rules 13n– 1 to 13n–12 (the ‘‘SDR Rules’’) under the Securities Exchange Act of 1934 (‘‘Exchange Act’’) on February 15, 2015, with a compliance date of March 18, 2016.1 Following the adoption of the SDR Rules, the Commission, pursuant to its authority in Section 36 of the Exchange Act, granted several temporary exemptions 2 from compliance with the SDR Rules and also extended exemptions from the provisions of the Dodd-Frank Act set forth in a Commission order providing temporary exemptions and other temporary relief from compliance with certain provisions of the Exchange Act concerning security-based swaps 3 12 17 CFR 200.30–3(a)(12). Exchange Act Release No. 74246 (Feb. 11, 2015), 80 FR 14438 (Mar. 19, 2015). 2 See infra note 4. 3 See Temporary Exemptions and Other Temporary Relief, Together with Information on Compliance Dates for New Provisions of the Exchange Act Applicable to Security-Based Swaps, Exchange Act Release No. 64678 (June 15, 2011), 76 FR 36287 (June 22, 2011) (the ‘‘DFA Effective Date Order’’). With respect to Commission regulation of SDRs, the DFA Effective Date Order provided exemptions from Exchange Act Sections 1 See E:\FR\FM\06APN1.SGM Continued 06APN1

Agencies

[Federal Register Volume 82, Number 65 (Thursday, April 6, 2017)]
[Notices]
[Pages 16865-16867]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-06787]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80358; File No. SR-NYSE-2017-11]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Amend Listing Standards for 
Acquisition Companies To Modify the Initial and Continued Distribution 
Requirements

March 31, 2017.
    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 20, 2017, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') 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 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\ 15 U.S.C. 78a.
    \3\ 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 its listing standards for 
Acquisition Companies (``ACs'') to modify the initial and continued 
distribution requirements. 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.

[[Page 16866]]

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

1. Purpose
    The Exchange proposes to amend its initial and continued 
distribution requirements for Acquisition Companies (or ``ACs'') listed 
under Section 102.06 of the NYSE Listed Company Manual (the 
``Manual'').
    An AC (typically known in the marketplace as a special purpose 
acquisition company or ``SPAC'') is a special purpose company formed 
for the purpose of effecting a merger, capital stock exchange, asset 
acquisition, stock purchase, reorganization or similar business 
combination with one or more operating businesses or assets. The 
securities sold by the AC in its initial public offering are typically 
units, consisting of one share of common stock and one or more warrants 
(or a fraction of a warrant) to purchase common stock, that are 
separable at some point after the IPO. Management generally is granted 
a percentage of the AC's equity and may be required to purchase 
additional shares in a private placement at the time of the AC's IPO.
    Section 102.06 requires that an AC meet the distribution 
requirements of Section 102.01A at the time of initial listing. Under 
Section 102.01A, companies listing in connection with their IPO must 
have 400 holders of round lots (i.e., 100 shares) and 1.1 million 
publicly held shares. Companies listing in connection with a transfer 
from another exchange or a quotation listing must have 1.1 million 
publicly held shares at the time of initial listing on the Exchange and
    (i) 400 round lot holders;
    (ii) 2,200 total stockholders together with average monthly trading 
volume of 100,000 shares (for the most recent six months); or
    (iii) 500 total stockholders together with average monthly trading 
volume of one million shares (for the most recent twelve months).
    The Exchange proposes to modify the distribution requirements for 
ACs. As proposed, the distribution requirements for ACs would be 
included in Section 102.06 rather than incorporated by reference to 
Section 102.01A. Under the proposed amendment, ACs would have to have 
at least 300 round lot holders when listing in conjunction with an IPO 
(rather than 400 round lot holders as is the case currently). ACs 
transferring from other exchanges or listing in connection with a 
quotation listing would be allowed to list on the basis of 1.1 million 
publicly held shares and 300 round lot holders (rather than 400 round 
lot holders as is the case currently). The Exchange is proposing to 
move to Section 102.06, but not alter, the other distribution criteria 
for transfers and quotation listings.
    In addition, the Exchange is proposing to make minor clarifying 
revisions to Section 102.06. Specifically, the Exchange proposes to 
move a sentence detailing the minimum price per share for an AC at the 
time of initial listing from the end of a paragraph to the beginning of 
the same paragraph. Further, the Exchange proposes to delete an 
incorrect reference to footnote (A) after the aggregate market value 
requirement because footnote (A) only refers to the publicly-held 
shares requirement.
    Consistent with these changes to the initial listing requirements, 
the Exchange proposes to amend the continued listing standards 
applicable to ACs set forth in Section 802.01B of the Manual. Under 
Section 802.01B, ACs are currently deemed to be below continued listing 
standards if: (i) Their total number of stockholders is less than 400; 
(ii) the number of total stockholders is less than 1,200 and the 
average monthly trading volume is less than 100,000 shares (for the 
most recent 12 months); or (iii) the number of publicly-held shares is 
less than 600,000. Consistent with the proposed amendments to the 
initial listing standards, the Exchange proposes to provide that ACs 
will be deemed to be below continued listing standards if they have 
fewer than 300 total stockholders (rather than the 400 total 
stockholders currently required).\4\
---------------------------------------------------------------------------

    \4\ ACs will also continue to be deemed to be below continued 
listing standards if (i) the number of total stockholders is less 
than 1,200 and the average monthly trading volume is less than 
100,000 shares (for the most recent 12 months) or (ii) the number of 
publicly-held shares is less than 600,000.
---------------------------------------------------------------------------

    The Exchange believes that the proposed modification in the 
distribution requirements for ACs is appropriate because of the unique 
characteristics of the Acquisition Company structure. Specifically, 
pending the completion of a business combination, each share of an AC 
represents a right to a pro rata share of the AC's assets held in 
trust, AC shares typically have a trading price very close to their 
liquidation value and the liquidity and market efficiency concerns 
relevant to listed operating companies do not arise to the same degree. 
As such, there is less of a necessity to ensure that there are a large 
number of shareholders of an AC to create an active market that 
generates appropriate pricing. The Exchange also notes that SPACs have 
been listing on the Nasdaq Capital Market for a number of years subject 
to initial and continued shareholder requirements identical to those 
proposed by the Exchange \5\ and that the proposed amendments will 
enable the Exchange to compete more effectively for SPAC listings.
---------------------------------------------------------------------------

    \5\ See Nasdaq Marketplace Rules 5505(a)(3) and 5550(a)(3).
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendment does not affect 
the status of NYSE listed securities under Exchange Act Rule 3a51-1(a) 
(the ``Penny Stock Rule''),\6\ as the amended standards satisfy the 
requirements of Exchange Act Rule 3a51-1(a)(2).\7\ While the amended 
requirements do not include an explicit requirement that newly-listed 
ACs have at least $5 million in stockholders' equity as required by 
Rule 3a51-1(a)(2)(i)(A)(1),\8\ the requirement that the AC must place 
at least 80% of its offering proceeds in trust upon consummation of its 
IPO ensures that all ACs will meet this requirement upon initial 
listing.
---------------------------------------------------------------------------

    \6\ 17 CFR 240.a51-1(a).[sic]
    \7\ 17 CFR 240.a51-1(a)(2).[sic]
    \8\ 17 CFR 240.a51-1(a)(2)(i)(A)(1)[sic]
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\9\ in general, and furthers the 
objectives of Section 6(b)(5) \10\ of the Act, 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 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendments to its 
distribution requirements for ACs are consistent with the protection of 
investors because AC shares typically have a trading price very close 
to their liquidation value. The Exchange's distribution standards are 
important because the existence a significant number of holders can be 
an indicia of a liquid trading market, which supports an appropriate 
level of price discovery. As AC shares typically trade close to their 
liquidation value, price discovery is less important than it is with 
operating companies and therefore there

[[Page 16867]]

is a reduced reliance on distribution requirements to assure 
appropriate price discovery. In addition, a number of ACs have listed 
on Nasdaq Capital Market subject to identical distribution requirements 
to those proposed by the Exchange and there is no evidence that they 
have proven unfit for exchange trading. It is also important to note 
that any AC that remains listed after completing a business combination 
will be required to meet the NYSE's initial listing requirement of 400 
round lot holders at the time of consummation of the transaction.\11\
---------------------------------------------------------------------------

    \11\ See Section 802.01B of the Manual.
---------------------------------------------------------------------------

    While the proposed amended distribution requirements for the 
listing of ACs would be lower than those for other listing applicants, 
the Exchange does not believe that this difference is unfairly 
discriminatory. The Exchange believes this to be the case because 
market value-based listing standards are largely adopted to ensure 
adequate trading liquidity and, consequently, efficient market pricing 
of a company's securities. As an investment in an AC prior to its 
business combination represents a right to a pro rata share of the AC's 
assets held in trust, AC shares typically have a trading price very 
close to their liquidation value and the liquidity and market 
efficiency concerns relevant to listed operating companies do not arise 
to the same degree. As such, the Exchange does not believe it is 
unfairly discriminatory to apply different distribution requirements to 
ACs than to other listing applicants.

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 is 
designed to enable the Exchange to better compete with Nasdaq Capital 
Market by adopting distribution requirements that a greater number of 
ACs will be able to meet at the time of their IPOs. As such, it is 
intended to promote competition for the listing of ACs.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2017-11 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-NYSE-2017-11. 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 the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2017-11 and should be 
submitted on or before April 27, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-06787 Filed 4-5-17; 8:45 am]
 BILLING CODE 8011-01-P
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