Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Remove Section 204.25 (Treasury Stock Changes) From the NYSE Listed Company Manual, 17919-17921 [2017-07455]
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Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices
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:
• 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–
NSCC–2017–003 on the subject line.
Paper Comments
asabaliauskas on DSK3SPTVN1PROD with NOTICES
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549.
All submissions should refer to File
Number SR–NSCC–2017–003. 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 NSCC and on DTCC’s Web site
(https://dtcc.com/legal/sec-rulefilings.aspx). 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–NSCC–
2017–003 and should be submitted on
or before May 4, 2017.
19:41 Apr 12, 2017
[FR Doc. 2017–07459 Filed 4–12–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
VerDate Sep<11>2014
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
Eduardo A. Aleman,
Assistant Secretary.
Jkt 241001
[Release No. 34–80398; File No. SR–NYSE–
2017–15]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Remove
Section 204.25 (Treasury Stock
Changes) From the NYSE Listed
Company Manual
April 7, 2017.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on March
27, 2017, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I and II 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 remove
Section 204.25 (‘‘Treasury Stock
Changes’’) from the NYSE Listed
Company Manual (the ‘‘Manual’’). 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,
20 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00126
Fmt 4703
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17919
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to remove
Section 204.25 (‘‘Treasury Stock
Changes’’) from the Manual.
Section 204.25 provides that if issued
and listed stock of a listed company is
reacquired or disposed of, directly or
indirectly, for the account of the
company, the Exchange is required to
receive notice of such transaction
within ten days after the close of the
fiscal quarter in which it occurs. This
notice need state only the total number
of shares reacquired (shares of a
company’s own stock acquired by the
company and held for its own account
are typically referred to as ‘‘treasury
shares’’) or disposed of during the
quarter and the balance held by the
company at the end of the quarter. If,
during such quarter, there were both
reacquisitions and dispositions, the total
amount reacquired and the total amount
disposed of should be stated. The only
purposes for which the Exchange
generally uses treasury share
information is for determining
compliance with its shareholder
approval requirements in relation to
share issuances and for calculating
annual listing fees.
The Exchange believes it is
unnecessary to require listed companies
to submit this information on a
quarterly basis as it has not regularly
relied on this information for any
regulatory purpose for many years.4 In
the event that the Exchange needs
information about a listed company’s
treasury stock position, it will either
request that information from the
company in question or it will obtain it
by reviewing the company’s financial
statements included in its Form 10–K or
Form 10–Q. In addition, the Exchange
notes that the primary purpose for
which it uses treasury share data is for
purposes of analyzing transactions
under Sections 312.03 (‘‘Shareholder
Approval’’) and 303A.08 (‘‘Shareholder
Approval of Equity Compensation
4 A listed company’s treasury stock position was
significant at one time, as listed companies were
able to reissue treasury shares without giving rise
to any shareholder approval requirements under
Section 312.03 of the Manual. Since the adoption
of Section 312.04(j), issuances of treasury shares are
treated like any other issuance of common stock for
purposes of Section 312.03. See Securities
Exchange Act Release No. 54999 (December 21,
2006); 72 FR 170 (January 3, 2007) (SR–NYSE–
2006–30).
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Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices
Plans’’).5 To that end, the Exchange
notes that Part 1 of Section 703.01 of the
Manual provides that, in the event a
company is issuing shares from treasury
in a transaction or series of related
transactions, it must notify the
Exchange in writing in advance of the
issuance, indicating whether
shareholder approval is required
pursuant to Sections 303A.08 or 312.03
and, if required, the date such
shareholder approval was obtained.6 In
addition, the Exchange notes that the
form of subsequent listing application
companies must complete whenever
they apply to list additional shares
requires the company to provide
information about the total number of
shares outstanding at the time of
entering into a definitive agreement in
connection with the applicable
transaction, as well as the number of
shares held in treasury at that time. This
requirement enables the Exchange to
calculate the percentage of the
company’s then outstanding shares
represented by the shares issued in the
transaction and thereby ensure that
companies are complying with the
shareholder approval requirements of
Section 312.03.
Section 902.03 of the Manual
provides that companies must pay
annual listing fees on all shares
outstanding, including treasury shares.
The Exchange bills companies for
annual fees each year based on the
number of shares outstanding as of the
previous December 31 (including
treasury shares) as reported to the
Exchange for that purpose by the
company’s transfer agent. As such, the
information currently provided to the
Exchange by companies pursuant to
Section 204.25 with respect to changes
in companies’ treasury share positions
is not needed in connection with the
Exchange’s billing procedures.
The Exchange notes that it does not
rely on treasury share reporting under
Section 204.25 in monitoring
compliance with its continued listing
standards with respect to market
capitalization and publicly-held shares.
Rather, the Exchange relies on the
number of shares outstanding as
reported on a quarterly basis [sic] on the
cover of a company’s annual report filed
with the SEC and (where applicable)
Form 10–Qs. We also check these
5 Exchange rules do not impose any substantive
restrictions on listed companies’ ability to
repurchase their own stock.
6 If the issuance involves both shares issued from
treasury and newly issued, the company may
include this notification in the subsequent listing
application that the company files to list the newly
issued shares.
VerDate Sep<11>2014
17:51 Apr 12, 2017
Jkt 241001
requirements against information
provided by the market data vendors.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,7 in general, and
furthers the objectives of Section
6(b)(5) 8 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 the proposed rule
change is consistent with these goals in
that it is designed to protect the public
interest, because the information
gathered pursuant to the current
treasury stock reporting requirement can
be obtained directly from the applicable
listed company or from its public filings
on an as-needed basis and is also
provided in connection with every
subsequent listing application.
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
remove a treasury share reporting
requirement imposed on all listed
companies because the Exchange can
obtain that information from public
disclosures or from the applicable listed
company or from its public filings on an
as-needed basis. As such, the proposed
amendment will not impose any burden
on competition.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
7 15
8 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
Frm 00127
Fmt 4703
Sfmt 4703
19(b)(3)(A)(iii) of the Act 9 and Rule
19b–4(f)(6) thereunder.10 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 11 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• 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–2017–15 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–NYSE–2017–15. 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
9 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6). The Commission notes
that the Exchange provided the Commission with
written notice of its intent to file the proposed rule
change, along with a brief description and the text
of the proposed rule change, at least five business
days prior to the date of filing.
11 15 U.S.C. 78s(b)(2)(B).
10 17
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Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices
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–
2017–15 and should be submitted on or
before May 4, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–07455 Filed 4–12–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80396; File No. SR–NSCC–
2017–801]
Self-Regulatory Organizations;
National Securities Clearing
Corporation; Notice of Filing of
Advance Notice To Enhance the Credit
Risk Rating Matrix and Make Other
Changes
Exchange Commission (‘‘Commission’’)
the advance notice SR–NSCC–2017–801
(‘‘Advance Notice’’) as described in
Items I, II and III below, which Items
have been prepared by NSCC.3 The
Commission is publishing this notice to
solicit comments on the Advance Notice
from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Advance
Notice
This Advance Notice consists of
proposed modifications to NSCC’s Rules
and Procedures (‘‘Rules’’).4 The
proposed rule change would amend the
Rules in order to (i) enhance the matrix
(hereinafter referred to as the ‘‘Credit
Risk Rating Matrix’’ or ‘‘CRRM’’) 5
developed by NSCC to evaluate the risks
posed by certain Members (‘‘CRRMRated Members’’) to NSCC and its
Members from providing services to
these CRRM-Rated Members and (ii)
make other amendments to the Rules to
provide more transparency and clarity
regarding NSCC’s current ongoing
membership monitoring process.
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Advance Notice
In its filing with the Commission, the
clearing agency included statements
concerning the purpose of and basis for
the Advance Notice and discussed any
comments it received on the Advance
Notice. The text of these statements may
be examined at the places specified in
Item IV below. The clearing agency has
prepared summaries, set forth in
sections A and B below, of the most
significant aspects of such statements.
(A) Clearing Agency’s Statement on
Comments on the Advance Notice
Received From Members, Participants,
or Others
Written comments relating to this
proposal have not been solicited or
received. NSCC will notify the
Commission of any written comments
received by NSCC.
asabaliauskas on DSK3SPTVN1PROD with NOTICES
April 7, 2017.
Pursuant to Section 806(e)(1) of Title
VIII of the Dodd-Frank Wall Street
Reform and Consumer Protection Act
entitled the Payment, Clearing, and
Settlement Supervision Act of 2010
(‘‘Clearing Supervision Act’’) 1 and Rule
19b–4(n)(1)(i) under the Securities
Exchange Act of 1934 (‘‘Act’’),2 notice is
hereby given that on March 22, 2017,
National Securities Clearing Corporation
(‘‘NSCC’’) filed with the Securities and
12 17
CFR 200.30–3(a)(12).
U.S.C. 5465(e)(1).
2 17 CFR 240.19b–4(n)(1)(i).
1 12
VerDate Sep<11>2014
17:51 Apr 12, 2017
Jkt 241001
3 On March 22, 2017, NSCC filed this Advance
Notice as a proposed rule change (SR–NSCC–2017–
002) with the Commission pursuant to Section
19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), and Rule
19b–4, 17 CFR 240.19b–4. A copy of the proposed
rule change is available at https://www.dtcc.com/
legal/sec-rule-filings.aspx.
4 Capitalized terms not defined herein are defined
in the Rules, available at https://www.dtcc.com/∼/
media/Files/Downloads/legal/rules/nscc_rules.pdf.
5 The proposed rule changes with respect to the
enhancement of the CRRM are reflected in the
inclusion of (i) qualitative factors and examples
thereof in the proposed new definition for ‘‘Credit
Risk Rating Matrix’’ in Rule 1 and (ii) Members that
are foreign banks or trust companies that have
audited financial data that is publicly available in
Section 4(b)(i) of Rule 2B.
PO 00000
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17921
(B) Advance Notice Filed Pursuant to
Section 806(e) of the Payment, Clearing
and Settlement Supervision Act
Nature of the Proposed Change
The proposed rule change would,
among other things, enhance the CRRM
to enable it to rate Members that are
foreign banks or trust companies and
have audited financial data that is
publicly available. It would also
enhance the CRRM by allowing it to
take into account qualitative factors
when generating credit ratings for
Members. In addition, it would enhance
the CRRM by shifting it from a relative
scoring approach to an absolute scoring
approach.
This rule filing also contains
proposed rule changes that are not
related to the proposed CRRM
enhancements but that provide
specificity, clarity and additional
transparency to the Rules related to
NSCC’s current ongoing membership
monitoring process.
(i) Background
NSCC occupies an important role in
the securities settlement system by
interposing itself as a central
counterparty between Members that are
counterparties to transactions accepted
for clearing by NSCC, thereby reducing
the risk faced by Members. NSCC uses
the CRRM, the Watch List (as defined
below) and the enhanced surveillance to
manage and monitor default risks of
Members on an ongoing basis, as
discussed below. The level and
frequency of such monitoring for a
Member is determined by the Member’s
risk of default as assessed by NSCC.
Members that are deemed by NSCC to
pose a heightened risk to NSCC and its
Members are subject to closer and more
frequent monitoring.
Existing Credit Risk Rating Matrix
In 2005, the Commission approved a
proposed rule change filed by NSCC
(‘‘Initial Filing’’) 6 to establish new
criteria for placing certain Members on
a list for closer monitoring (‘‘Watch
List’’).
NSCC proposed in the Initial Filing
that all U.S. broker-dealers and U.S.
banks that were Members would be
assigned a rating generated by entering
financial data of those Members into an
internal risk assessment matrix, i.e., the
CRRM. However, the text of the current
Rule 2B, Section 4, does not specify
which Members are CRRM-Rated
Members and whether non-CRRM-Rated
6 See Securities Exchange Act Release No. 51362
(March 11, 2005), 70 FR 13562 (March 21, 2005)
(SR–NSCC–2003–11).
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]]>Agencies
[Federal Register Volume 82, Number 70 (Thursday, April 13, 2017)]
[Notices]
[Pages 17919-17921]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-07455]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-80398; File No. SR-NYSE-2017-15]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Remove Section 204.25 (Treasury Stock Changes) From the NYSE Listed
Company Manual
April 7, 2017.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on March 27, 2017, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II 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 remove Section 204.25 (``Treasury Stock
Changes'') from the NYSE Listed Company Manual (the ``Manual''). The
proposed rule change is available on the Exchange's Web site at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to remove Section 204.25 (``Treasury Stock
Changes'') from the Manual.
Section 204.25 provides that if issued and listed stock of a listed
company is reacquired or disposed of, directly or indirectly, for the
account of the company, the Exchange is required to receive notice of
such transaction within ten days after the close of the fiscal quarter
in which it occurs. This notice need state only the total number of
shares reacquired (shares of a company's own stock acquired by the
company and held for its own account are typically referred to as
``treasury shares'') or disposed of during the quarter and the balance
held by the company at the end of the quarter. If, during such quarter,
there were both reacquisitions and dispositions, the total amount
reacquired and the total amount disposed of should be stated. The only
purposes for which the Exchange generally uses treasury share
information is for determining compliance with its shareholder approval
requirements in relation to share issuances and for calculating annual
listing fees.
The Exchange believes it is unnecessary to require listed companies
to submit this information on a quarterly basis as it has not regularly
relied on this information for any regulatory purpose for many
years.\4\ In the event that the Exchange needs information about a
listed company's treasury stock position, it will either request that
information from the company in question or it will obtain it by
reviewing the company's financial statements included in its Form 10-K
or Form 10-Q. In addition, the Exchange notes that the primary purpose
for which it uses treasury share data is for purposes of analyzing
transactions under Sections 312.03 (``Shareholder Approval'') and
303A.08 (``Shareholder Approval of Equity Compensation
[[Page 17920]]
Plans'').\5\ To that end, the Exchange notes that Part 1 of Section
703.01 of the Manual provides that, in the event a company is issuing
shares from treasury in a transaction or series of related
transactions, it must notify the Exchange in writing in advance of the
issuance, indicating whether shareholder approval is required pursuant
to Sections 303A.08 or 312.03 and, if required, the date such
shareholder approval was obtained.\6\ In addition, the Exchange notes
that the form of subsequent listing application companies must complete
whenever they apply to list additional shares requires the company to
provide information about the total number of shares outstanding at the
time of entering into a definitive agreement in connection with the
applicable transaction, as well as the number of shares held in
treasury at that time. This requirement enables the Exchange to
calculate the percentage of the company's then outstanding shares
represented by the shares issued in the transaction and thereby ensure
that companies are complying with the shareholder approval requirements
of Section 312.03.
---------------------------------------------------------------------------
\4\ A listed company's treasury stock position was significant
at one time, as listed companies were able to reissue treasury
shares without giving rise to any shareholder approval requirements
under Section 312.03 of the Manual. Since the adoption of Section
312.04(j), issuances of treasury shares are treated like any other
issuance of common stock for purposes of Section 312.03. See
Securities Exchange Act Release No. 54999 (December 21, 2006); 72 FR
170 (January 3, 2007) (SR-NYSE-2006-30).
\5\ Exchange rules do not impose any substantive restrictions on
listed companies' ability to repurchase their own stock.
\6\ If the issuance involves both shares issued from treasury
and newly issued, the company may include this notification in the
subsequent listing application that the company files to list the
newly issued shares.
---------------------------------------------------------------------------
Section 902.03 of the Manual provides that companies must pay
annual listing fees on all shares outstanding, including treasury
shares. The Exchange bills companies for annual fees each year based on
the number of shares outstanding as of the previous December 31
(including treasury shares) as reported to the Exchange for that
purpose by the company's transfer agent. As such, the information
currently provided to the Exchange by companies pursuant to Section
204.25 with respect to changes in companies' treasury share positions
is not needed in connection with the Exchange's billing procedures.
The Exchange notes that it does not rely on treasury share
reporting under Section 204.25 in monitoring compliance with its
continued listing standards with respect to market capitalization and
publicly-held shares. Rather, the Exchange relies on the number of
shares outstanding as reported on a quarterly basis [sic] on the cover
of a company's annual report filed with the SEC and (where applicable)
Form 10-Qs. We also check these requirements against information
provided by the market data vendors.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\7\ in general, and furthers the
objectives of Section 6(b)(5) \8\ 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 the proposed rule
change is consistent with these goals in that it is designed to protect
the public interest, because the information gathered pursuant to the
current treasury stock reporting requirement can be obtained directly
from the applicable listed company or from its public filings on an as-
needed basis and is also provided in connection with every subsequent
listing application.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
designed to remove a treasury share reporting requirement imposed on
all listed companies because the Exchange can obtain that information
from public disclosures or from the applicable listed company or from
its public filings on an as-needed basis. As such, the proposed
amendment will not impose any burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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\9\ 15 U.S.C. 78s(b)(3)(A)(iii).
\10\ 17 CFR 240.19b-4(f)(6). The Commission notes that the
Exchange provided the Commission with written notice of its intent
to file the proposed rule change, along with a brief description and
the text of the proposed rule change, at least five business days
prior to the date of filing.
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \11\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\11\ 15 U.S.C. 78s(b)(2)(B).
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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-2017-15 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-NYSE-2017-15. 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
[[Page 17921]]
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-2017-15 and should be submitted on or before May 4,
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. 2017-07455 Filed 4-12-17; 8:45 am]
BILLING CODE 8011-01-P
