Self-Regulatory Organizations; Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Specify the Required Forms of Listing Application, Agreement and Other Documentation, 18507-18512 [2017-07874]
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Federal Register / Vol. 82, No. 74 / Wednesday, April 19, 2017 / Notices
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
DTC–2017–006 on the subject line.
Paper Comments
• 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-DTC–2017–006. 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 DTC 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
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submissions. You should submit only
information that you wish to make
available publicly.
All submissions should refer to File
Number SR–DTC–2017–006 and should
be submitted on or before May 10, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
Brent J. Fields,
Secretary.
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[FR Doc. 2017–07875 Filed 4–18–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80453; File No. SR–IEX–
2017–09]
Self-Regulatory Organizations;
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Specify the
Required Forms of Listing Application,
Agreement and Other Documentation
April 13, 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 April 3,
2017, the Investors Exchange LLC
(‘‘IEX’’ or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(the ‘‘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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Pursuant to the provisions of Section
19(b)(1) under the Securities Exchange
Act of 1934 (‘‘Act’’),4 and Rule 19b–4
thereunder,5 Investors Exchange LLC
(‘‘IEX’’ or ‘‘Exchange’’) is filing with the
Commission a proposed rule change to
specify the required forms of listing
application, listing agreement and other
documentation that listed companies
must execute or complete (as
applicable) as a prerequisite for listing
on the Exchange. The Exchange has
designated this proposal as noncontroversial and provided the
Commission with the notice required by
Rule 19b–4(f)(6)(iii) under the Act.6
The text of the proposed rule change
is available at the Exchange’s Web site
at www.iextrading.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 the
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
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(1).
5 17 CRF 240.19b–4.
6 17 CFR 240.19b–4(f)(6)(iii).
2 15
22 17
CFR 200.30–3(a)(12).
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18507
on the proposed rule change. The text
of these statements may be examined at
the places specified in Item IV below.
The self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On June 17, 2016 the Commission
granted IEX’s application for registration
as a national securities exchange under
Section 6 of the Act including approval
of rules applicable to the qualification,
listing and delisting of companies on
the Exchange.7 The Exchange plans to
begin a listing program in 2017 and is
proposing to adopt listing applications
and forms applicable to companies
applying for listing or listed on the
Exchange in this proposed rule change.
As proposed, the listing forms are
substantially similar to those currently
in use by the Nasdaq Stock Exchange
LLC (‘‘Nasdaq’’), with certain
differences as described herein.8
The Exchange proposes to specify the
required forms of listing application,
listing agreement and other
documentation that listing applicants
and listed companies must execute or
complete (as applicable) as a
prerequisite for initial and ongoing
listing on the Exchange, as applicable
(collectively, ‘‘listing documentation’’).
All listing documentation will be
available on the Exchange’s Web site
(www.iextrading.com). In the event that
in the future the Exchange makes any
substantive changes (including changes
to the rights, duties, or obligations of a
listed company or listing applicant or
the Exchange, or that would otherwise
require a rule filing) to such documents,
it will submit a rule filing in accordance
with Rule 19b–4.9
7 See Securities Exchange Act Release No. 34–
78101 (June 17, 2016), 81 FR 41141 (June 23, 2016)
(File No. 10–222).
8 Nasdaq’s listing applications and forms are
available at: https://listingcenter.nasdaq.com/
Forms_Preview.aspx. In connection with IEX’s
Form 1 application for registration as a national
securities exchange, the Commission approved
rules applicable to the qualification, listing and
delisting of companies on IEX. See Securities
Exchange Act Release No. 78101 (June 17, 2016), 81
FR 41141 (June 23, 2016) (File No. 10–222). These
rules are modelled on Nasdaq’s rules applicable to
the qualification, listing and delisting of companies
on Nasdaq.
9 The Exchange will not submit a rule filing if the
changes made to a document are solely
typographical or stylistic in nature.
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The following is a description of the
listing documentation.10
3. Transfer From a Market That Is Not
a National Securities Exchange
IEX Listing Application
This form of listing application would
be used by a company that is currently
a publicly traded in the United States on
a market that is not a national securities
exchange.
Pursuant to IEX Rule 14.202, after
receiving a listing clearance letter
pursuant to IEX Rule 14.201,11 a
company must file and execute an
original listing application to apply for
listing on IEX. The Listing Application
provides information necessary, and in
accordance with Section 12(b) of the
Act, for IEX regulatory staff to conduct
a due diligence review of a company to
determine if it qualifies for listing on the
Exchange. Relevant factors regarding the
company and securities to be listed will
determine the type of information
required.12 Accordingly, different types
of listing applications and information
would be required to be submitted, as
described below:
1. Initial Public Offering (‘‘IPO’’) or
Distribution Spin-Off
This form of listing application would
be used by a company listing in
conjunction with an IPO,13 spin-off or
other distribution transaction.14
2. Transfer From a National Securities
Exchange
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This form of listing application would
be used by a company that is currently
listed on another national securities
exchange 15 to transfer its listing to the
Exchange.
10 For each form a duly authorized representative
of the company must sign an affirmation that the
information provided is true and correct as of the
date the form was signed and that the company will
promptly notify IEX of any material changes.
11 Pursuant to IEX Rule 14.201 a company seeking
the initial listing of one or more classes of securities
on the Exchange must participate in a free
confidential pre-application eligibility review by
the Exchange in order to determine whether it
meets the Exchange’s listing criteria. If, upon
completion of this review, the Exchange determines
that a company is eligible for listing, the Exchange
will provide a clearance letter to the company
notifying the company that it has been cleared to
submit an original listing application pursuant to
IEX Rule 14.202. A clearance letter is valid for nine
months from its date of issuance.
12 See the table on page 10 infra which specifies
the categories of information required for each
application type.
13 A company shall be considered to be listing in
conjunction with an initial public offering if
immediately prior to the effective date of a
registration covering securities to be listed, the
company was not required to file reports with the
Commission pursuant to Section 13(a) or 15(d) of
the Act.
14 In a ‘‘spin-off [sic], a parent company
distributes shares of a subsidiary to the parent
company’s shareholders so that the subsidiary
becomes a separate, independent company. The
shares are usually distributed on a pro rata basis.
See, ‘‘Fast Answers’’ available on sec.gov.
15 A national securities exchange is a securities
exchange that has registered with the SEC under
Section 6 of the Act.
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4. Listing of a New Class of Securities
by a Listed Company
This form of listing application would
be used by a company that is currently
listed and seeking to list a new class of
securities on the Exchange.
5. Listing Following a Change of Control
Between a Listed Company and an
Unlisted Company
This form of application would be
used by a company listing in
conjunction with a business transaction
that results in a change of control (e.g.,
merger or acquisition).
As noted in the table below, certain
categories of information would be
required for all application types, as
well as application specific information
for particular application types. The
following describes each category and
use of application information:
1. Corporate information regarding the
issuer of the security to be listed,
including company name, address,
Central Index Key Code (CIK), SEC File
Number, date and place of
incorporation, fiscal year end, whether
the company is a foreign private issuer,
whether the company is eligible for a
Direct Registration Program operated by
a clearing agency registered under
Section 17A of the Act, and a company
description. This information is
required of all applicants and is
necessary in order for the Exchange’s
regulatory staff to collect basic company
information for recordkeeping and due
diligence purposes, including review of
information contained in the company’s
SEC filings.
2. Corporate contact information
including for the company’s legal
counsel. This information is required of
all applicants and is necessary in order
for the Exchange’s regulatory staff to
collect current company contact
information for purposes of obtaining
any additional due diligence
information to complete a listing
qualification review of the applicant.
3. Securities/accounting information
regarding the company’s investment
banker, auditor and transfer agent.
Auditor information is required for all
applicants, except for a listed company
applying to list a new class of securities,
whereas information regarding the
company’s investment banker is only
required of applicants listing in
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connection with an IPO or distribution
spin-off or for listing a new class of
securities. Transfer agent is required for
all applicants. This information is
necessary in order for the Exchange’s
regulatory staff to collect current contact
information for such company advisors
and vendors for purposes of obtaining
any additional due diligence
information to complete a listing
qualification review of the applicant.
4. Offering and security information
regarding an IPO or other offering,
including the type of offering, expected
effective date of registration statement,
expected date of initial trading on IEX,
expected closing date of the offering,
whether stock certificates will be
delivered within three business days of
listing, and whether the stock
certificates will contain any restrictive
legends. This information is required of
applicants listing in connection with an
IPO or distribution spin-off and for
listing a new class of securities, and is
necessary in order for the Exchange’s
regulatory staff to collect basic
information about the offering, as well
as to identify whether a when issued
trading market will be needed (if stock
certificates will not be delivered within
three business days of listing) and to
assess compliance with IEX Rules
14.310(a)(2) and 14.315(a)(1) regarding
publicly held shares.
5. Associated Corporate Actions
information regarding a listed company
conducting a business combination with
an unlisted company that results in a
change of control of the listed company,
including changes to company name,
trading symbol, CUSIP, whether a
reverse stock split will be effected and
other relevant information. This
information is necessary in order to
collect basic information about the
company following the business
transaction and to enable the Exchange
to provide timely and accurate
notifications of the associated corporate
actions to Members and other market
participants.16
6. Issue-specific information regarding
securities to be listed, such as trading
symbol, current market (except for
applicants listing in connection with an
IPO or distribution spin-off or for listing
a new class of securities), issue type/
class, CUSIP, number, par value, voting
power, shares outstanding and
shareholders, whether the security is
book entry only, and American
depositary share information. This
information is necessary in order for the
16 The Exchange expects to provide such
notification on its Web site and through a
subscription based service, both on a
complimentary basis.
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Exchange’s regulatory staff to collect
basic information about the security that
is the subject of the listing application,
as well as to assess compliance with IEX
Rules 14.310(a) regarding distribution
requirements and 14.413 regarding
voting rights.
7. Board member identification and
information including identification of
independent directors and committee
members. This information is necessary
in order for the Exchange’s regulatory
staff to assess compliance with IEX Rule
14.405 regarding board of directors and
committee requirements.
8. Regulatory review information,
including a description of regulatory
proceedings and litigation the company
is subject to; certain regulatory, legal or
criminal matters involving the
company’s current executive officers,
directors and ten percent or greater
shareholders; prior listing background,
SEC filing background; and prior
financing transactions.17 This section
also notes that IEX reserves the right to
request additional information or
documentation, public or non-public,
deemed necessary to make a
determination regarding a security’s
qualification for initial listing, including
but not limited to, any material
provided to or received from the SEC or
other regulatory authority. Additionally,
this section notes that the fact that an
applicant may meet IEX’s numerical
guidelines does not necessarily mean
that its application will be approved.
This regulatory review information is
necessary in order for the Exchange’s
regulatory staff to assess whether there
are regulatory matters related to the
company that render it unqualified for
listing, or warrant the application of
more stringent listing criteria, pursuant
to IEX Rule 14.101.18
9. Supporting documentation required
prior to listing approval includes a
listing agreement,19 logo submission
form,20 corporate governance
certification,21 regulatory
correspondence over the past 12
months 22 shareholder confirmation
documents, and symbol reservation
form.23 This documentation is necessary
in order to support the Exchange’s
18509
regulatory staff listing qualification
review (corporate governance
certification form, regulatory
correspondence and shareholder
confirmation documents), to effectuate
the listed company’s agreement to the
terms of listing (listing agreement),24
and enable the Exchange to use the
company’s logo for marketing and
publicity purposes on IEX’s Web site. In
addition, the IPO application requires
that if the company qualifies as an
emerging growth company under the
JOBS Act of 2012 and has submitted a
confidential draft registration statement
to the Commission in connection with
its proposed IPO, the company provide
the most recent copy of such draft
registration statement and all related
correspondence with the Commission or
its staff. This documentation, which is
not publicly available, is required to
support the Exchange regulatory staff’s
listing qualification review.
The chart below show the categories
of information required on each
application type:
Information category
IPO
application
Exchange
transfer
Non-exchange
transfer
Change of
control
New class
Corporate .............................................................................
Contacts ...............................................................................
Securities/Accounting ...........................................................
Offering and Security ...........................................................
Associated Corporate Action ...............................................
Issue-Specific .......................................................................
Board Member .....................................................................
Regulatory Review 25 ...........................................................
Supporting Documentation ..................................................
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IEX Listing Agreement
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Pursuant to IEX Rule 14.202, to apply
for listing on IEX, a company must
execute a Listing Agreement. Pursuant
17 See also note 25 regarding the scope of
regulatory information initially required to be
included in various application types.
18 Pursuant to IEX Rule 14.101 the Exchange
‘‘. . . has broad discretionary authority over the
initial and continued listing of securities on the
Exchange in order to maintain the quality,
transparency and integrity of and public confidence
in its market; to prevent fraudulent and
manipulative acts and practices; to promote just
and equitable principles of trade; to protect
investors and the public interest; and to protect the
safety and security of the Exchange and its
employees. The Exchange may use such discretion
to deny initial listing, apply additional or more
stringent criteria for the initial or continued listing
of particular securities, or suspend or delist
particular securities based on any event, condition,
or circumstance that exists or occurs that makes
initial or continued listing of the securities on the
Exchange inadvisable or unwarranted in the
opinion of the Exchange, even though the securities
meet all enumerated criteria for initial or continued
listing on the Exchange. In the event that the
Exchange Staff makes a determination to suspend
or deny continued listing pursuant to its
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to the Listing Agreement a company
agrees with the Exchange as follows:
1. Company certifies that it
understands and agrees to comply with
all IEX rules, as they may be amended
from time to time, and pay all
applicable listing fees when due.
discretionary authority, the Company may seek
review of that determination through the
procedures set forth in the IEX Rule Series 14.500.’’
19 See description of the listing agreement infra.
20 See description of the logo submission form
infra.
21 See description of the corporate governance
certification infra.
22 This includes correspondence between the
listing applicant and each of its regulators. Review
of such correspondence by IEX Regulation staff is
designed to identify any public interest concerns
that would preclude listing approval. In this regard,
IEX Rule 14.101 provides that the Exchange ‘‘. . .
has broad discretionary authority over the initial
and continued listing of securities on the Exchange
in order to maintain the quality, transparency and
integrity of and public confidence in its market; to
prevent fraudulent and manipulative acts and
practices; to promote just and equitable principles
of trade; to protect investors and the public interest;
and to protect the safety and security of the
Exchange and its employees. The Exchange may use
such discretion to deny initial listing, apply
additional or more stringent criteria for the initial
or continued listing of particular securities, or
suspend or delist particular securities based on any
event, condition, or circumstance that exists or
occurs that makes initial or continued listing of the
securities on the Exchange inadvisable or
unwarranted in the opinion of the Exchange, even
though the securities meet all enumerated criteria
for initial or continued listing on the Exchange. In
the event that the Exchange Staff makes a
determination to suspend or deny continued listing
pursuant to its discretionary authority, the
Company may seek review of that determination
through the procedures set forth in the IEX Rule
Series 14.500.’’
23 See description of the symbol reservation form
infra.
24 See discussion of listing agreement infra.
25 Because more information is generally available
to IEX Regulation staff based on existing listing on
IEX or another national securities exchange, the
Exchange Transfer and New Class applications
require only information on nondisclosed
regulatory and/or legal matters. As warranted, IEX
Regulation staff will request additional regulatory
information necessary to make a listing
qualification determination.
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Federal Register / Vol. 82, No. 74 / Wednesday, April 19, 2017 / Notices
2. Company agrees to promptly notify
IEX in writing of any corporate action or
other event which will cause Company
to cease to be in compliance with IEX
listing requirements.
3. Company understands that IEX may
remove its securities from the Investors
Exchange LLC, pursuant to applicable
procedures, if it fails to meet one or
more requirements of Paragraphs 1–2.
4. Company understands that if an
exception to any of the provisions of
any of the IEX rules has been granted by
IEX, such exception shall, during the
time it is in effect, supersede any
conflicting provision of this Listing
Agreement.
5. Company warrants and represents
that any trading symbol requested to be
used by Company does not violate any
trade/service mark, trade name, or other
intellectual property right of any third
party. Company agrees and understands
that a trading symbol is provided to
Company for the limited purpose of
identifying Company’s security in
authorized quotation and trading
systems and that Company has no
ownership rights in the trading symbol.
The assignment and use of a trading
symbol is governed by the National
Market System Plan for the Selection
and Reservation of Securities Symbols,
as may be amended from time to time.
6. Company hereby grants to IEX a
non-exclusive, royalty free, license to
use Company’s logos, trade names, and
trade/service marks in IEX’s advertising,
literature, media interactions, industry
events, conferences, Web sites, social
media content, and mobile applications
solely in connection with marketing and
related purposes in connection with
being an IEX-listed company, and to
convey quotation information,
transactional reporting information, and
other information regarding Company in
connection with IEX. Company agrees to
hold harmless and indemnify IEX (and
its officers, directors, employees and
agents) against any and all claims and
losses, including but not limited to costs
and attorneys’ fees, resulting from,
suffered, or incurred as a result of any
third party’s claim or litigation relating
to the infringement of any trade/service
mark, trade name, or other intellectual
property right related to or arising out
of IEX’s use of Company’s trading
symbol, corporate logos, Web site
address, trade names, and trade/service
marks in accordance with the terms of
this Listing Agreement.
The various provisions of the Listing
Agreement are designed to accomplish
several objectives. First, clauses 1–3
reflect the Exchange’s self-regulatory
organization (‘‘SRO’’) obligations to
assure that only listed companies that
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are compliant with applicable IEX rules
may remain listed. Thus, these
provisions contractually bind a listed
company to comply with IEX rules,
provide notification of any corporate
action or other event that will cause the
company to cease to be in compliance
with IEX listing requirements, and
evidence the company’s understanding
that it may be removed from listing
(subject to applicable procedures) if it
fails to be in compliance or notify the
Exchange of any event of
noncompliance. Clause 4 reflects the
contractual impact of any exception
granted to a listed company with respect
to any IEX rules.26 Clauses 5 and 6
contains standard legal representations
and agreements from the listed company
to IEX regarding use of its logo, trade
names, trade/service markets, and
trading symbol as well as potential legal
claims against IEX in connection
thereto.
Corporate Governance Certification
In accordance with IEX Rule 14.400,
companies listed on IEX are required to
comply with certain corporate
governance standards, relating to, for
example, audit committees, director
nominations, executive compensation,
board composition, and executive
sessions. In certain circumstances the
corporate governance standards that
apply vary depending on the nature of
the company. In addition, there are
phase-in periods and exemptions
available to certain types of
companies.27 The Corporate Governance
Certification enables a company to
confirm to the Exchange that it is in
compliance with the applicable
standards, and specify any applicable
phase-ins or exemptions.28 In addition,
the Corporate Governance Certification
enables a company to confirm to the
Exchange its compliance with
quorum,29 internal audit,30 code of
conduct,31 and direct registration
system (‘‘DRS’’) eligibility 32
requirements. Companies are required
to submit a Corporate Governance
Certification upon initial listing on IEX
and thereafter when an event occurs
that makes an existing form inaccurate.
This Corporate Governance Certification
thus assists IEX regulatory staff in
26 For example, pursuant to IEX rule 14.501 and
14.502 a listed company may be granted an
exception to certain listing standards for a limited
period of time, as permitted by IEX rules.
27 See IEX Rule 14.407.
28 See IEX Rule 14.407.
29 See IEX Rule 14.408(c).
30 See IEX Rule 14.414. Note that Nasdaq does not
have a corresponding internal audit requirement.
31 See IEX Rule 14.406.
32 See IEX Rule 14.208.
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monitoring listed company compliance
with the corporate governance
requirements.
Company Event Notifications
Pursuant to IEX Rule 14.207(e),
various corporate events resulting in
material changes will trigger the
requirement for a listed company to
submit certain forms to the Exchange.
The following describes the applicable
forms, as proposed, for different event
types:
1. Shares Outstanding Change Form
Pursuant to IEX Rule 14.207(e)(1),
listed companies are required to file, on
a form designated by the Exchange no
later than 10 calendar days after the
occurrence, any aggregate increase or
decrease of any listed class of securities
listed on the Exchange that exceeds 5%
of the amount of the class outstanding.
This notification requirement is
designed to assist IEX regulatory staff in
identifying a situation in which a listed
company may have issued additional
shares without obtaining shareholder
approval as required 33 or in violation of
IEX’s voting rights rule.34 Accordingly,
as proposed, the Exchange designates
the Shares Outstanding Change Form for
this purpose.
2. Listing of Additional Shares
Pursuant to IEX Rule 14.207(e)(2)
listed companies must notify IEX of
events involving the issuance, or
potential issuance of common stock,
securities convertible into common
stock or other voting securities.35 Such
events include but are not limited to,
public offerings, private placements,
acquisitions using stock, establishment,
or materially amending stock option
plans and transactions that may result
in a change of control of a company.
Companies must file notifications on the
Listing of Additional Shares form as
soon as possible but at least 15 calendar
days prior to the transaction in question.
The Exchange regulatory staff will use
the information provided to assess
whether a transaction is in compliance
with applicable IEX rules, including the
shareholder approval requirements.
3. Company Event Notification Form
Pursuant to IEX Rule 14.207(e)(3),
listed companies are required to file, on
a form designated by the Exchange,
notification of specified record keeping
changes no later than 10 calendar days
after the occurrence. These include any
33 See
IEX Rule 14.412.
IEX Rule 14.413.
35 A company solely listing American Depositary
Receipts is not subject to such notification
requirement.
34 See
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Federal Register / Vol. 82, No. 74 / Wednesday, April 19, 2017 / Notices
changes to its name, the par value or
title of its security, its symbol or similar
change. In addition, listed companies
are required to notify the exchange
promptly in writing (absent any fees) of
any change in the general character or
nature of its business and any change in
the address of its principal executive
offices. Further, pursuant to IEX Rule
14.207(e)(4), listed companies are
required to notify the Exchange of a
Substitution Listing Event (other than a
reincorporation or a change to the
company’s place of organization) 36 no
later than 15 calendar days prior to the
implementation of such event by filing
the appropriate form as designated by
the Exchange. For a reincorporation or
change to a company’s place of
organization, a company shall notify the
Exchange as soon as practicable after
such event has been implemented by
filing the appropriate form as designated
by the Exchange. These notifications are
required for administrative reasons (i.e.,
to assure that the Exchange has accurate
information regarding each listed
company and security). The Exchange
proposes to designate the Company
Event Notification for such
notifications.
jstallworth on DSK7TPTVN1PROD with NOTICES
4. Dividend-Distribution-Interest
Payment Form
Pursuant to IEX Rule 14.207(e)(6), no
later than 10 calendar days prior to the
record date of any dividend action or
action relating to a stock distribution
listed companies are required to notify
the Exchange by filing the appropriate
form as designated by the Exchange.37
This notification to IEX is required so
that the Exchange can advise its
Members and other market participants
of dividend and distribution actions,
including determination and
dissemination of any applicable ex36 Pursuant to IEX Rule 14.002(32), a Substitution
Listing Event means: A reverse stock split, reincorporation or a change in the Company’s place
of organization, the formation of a holding company
that replaces a listed Company, reclassification or
exchange of a Company’s listed shares for another
security, the listing of a new class of securities in
substitution for a previously-listed class of
securities or any technical change whereby the
Shareholders of the original Company receive a
share-for-share interest in the new Company
without any change in their equity position or
rights. A Substitution Listing Event also includes
the replacement of, or any significant modification
to, the index, portfolio or Reference Asset
underlying a security listed under Chapter 16 of the
IEX Rules (including, but not limited to, a
significant modification to the index methodology,
a change in the index provider, or a change in
control of the index provider).
37 Rule 14.207(e)(6) also requires that the
company provide public notice of the action using
a Regulation FD compliant method. Notice to the
Exchange should be given as soon as possible after
declaration and, in any event, no later than
simultaneously with the public notice.
VerDate Sep<11>2014
15:06 Apr 18, 2017
Jkt 241001
dates. The Exchange proposes to
designate the Dividend-DistributionInterest Payment Form for such
notifications.
Logo Submission Form
Pursuant to the Logo Submission
Form company logos may be included
in IEX’s advertising, literature, media
interactions, industry events,
conferences, Web sites, social media
content, and mobile applications solely
in connection with marketing and
related purposes in connection with
being an IEX-listed company, and to
convey quotation information,
transactional reporting information, and
other information regarding a company
in connection with IEX. This form is
required for administrative purposes to
facilitate use of a listed company’s
corporate logos, trade names and trade/
service marks.
Symbol Reservation Form
The Symbol Reservation Form enables
a company to reserve a symbol to
identify its securities trading on IEX. A
company can provide its primary choice
and two alternatives and IEX will
reserve a symbol through the
Intermarket Symbols Reservation
Authority. This form facilitates the
operational aspects of trading symbol
reservation and assignment through the
Intermarket Symbol Reservation
Authority.
2. Statutory Basis
IEX believes that the proposed rule
change is consistent with the provisions
of Section 6 of the Act, in general and
with Sections 6(b) 38 of the Act in
general, and furthers the objectives of
Sections 6(b)(5) of the Act,39 in
particular, in that it is 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, to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest. The Exchange believes
that the proposed rule change supports
these objectives because it provides
appropriate listing applications,
agreements, and forms that are designed
to facilitate the collection of necessary
information and agreements from listed
companies and support IEX’s regulatory
review and monitoring of listed
company compliance with IEX’s listing
38 15
39 15
PO 00000
U.S.C. 78f.
U.S.C. 78f(b)(5).
Frm 00096
Fmt 4703
18511
rules. The Exchange also believes that
providing standardized applications,
agreements, and forms will provide a
transparent means for listed companies
and applicants to provide information
required by IEX rules and for
administrative purposes to the Exchange
which is consistent with the public
interest and the protection of investors.
The Exchange also believes that the
proposed rule change does not unfairly
discriminate between customers,
issuers, brokers and dealers since all
similarly situated listed companies and
applicants will be required to complete
the same documentation. Although in
some cases different documentation is
required, the differences relate solely to
the information necessary to assess
listing compliance.
The Exchange also notes that
substantially similar applications,
agreements, and forms are used by
Nasdaq so the proposed rule change
does not raise any new or novel issues
that have not already been considered
by the Commission.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
IEX does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change requires the
collection of information required by
IEX rules and for administrative
purposes and is not intended to address
or advance any competitive issues.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
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 for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A)(iii) 40 of the Act and Rule
19b–4(f)(6) thereunder.41
40 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change at least five business days
prior to the date of filing of the proposed rule
41 17
Continued
Sfmt 4703
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Federal Register / Vol. 82, No. 74 / Wednesday, April 19, 2017 / Notices
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. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 42 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–
IEX–2017–09 on the subject line.
jstallworth on DSK7TPTVN1PROD with NOTICES
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–IEX–2017–09. 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
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this
requirement.
42 15 U.S.C. 78s(b)(2)(B).
VerDate Sep<11>2014
15:06 Apr 18, 2017
Jkt 241001
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–IEX–
2017–09 and should be submitted on or
before May 10, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.43
Brent J. Fields,
Secretary.
[FR Doc. 2017–07874 Filed 4–18–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80449; File No. SR–ICEEU–
2017–004]
Self-Regulatory Organizations; ICE
Clear Europe Limited; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating to
Third Party Collateral Purchase
Arrangements Under the ICE Clear
Europe Finance Procedures and Other
Clarifying Changes to the ICE Clear
Europe Finance Procedures
April 13, 2017.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 6,
2017, ICE Clear Europe Limited (‘‘ICE
Clear Europe’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
changes described in Items I, II and III
below, which Items have been prepared
primarily by ICE Clear Europe. ICE Clear
Europe filed the proposed rule changes
pursuant to Section 19(b)(3)(A) of the
Act,3 and Rule 19b–4(f)(4)(i) and (ii) 4
thereunder, so that the proposal was
effective upon filing with the
Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
43 17
CFR 200.30–3(a)(12).
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)(4)(i), (ii).
1 15
PO 00000
Frm 00097
Fmt 4703
Sfmt 4703
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The principal purpose of the changes
is to modify certain aspects of the ICE
Clear Europe Finance Procedures in
connection with third party collateral
purchase arrangements. The
amendments also make certain other
clarifying changes and updates to the
Finance Procedures.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, ICE
Clear Europe 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. ICE
Clear Europe has prepared summaries,
set forth in sections A, B, and C below,
of the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the amendments is to
modify the Finance Procedures to
expand the permitted use of certain
third-party collateral purchase
arrangements with respect to Triparty
Collateral provided by F&O Clearing
Members in the context of an
Individually Segregated Margin-flow
Co-mingled Account (commonly
referred to as an ‘‘ISOC Account’’). The
amendments also make certain other
clarifying changes to the Finance
Procedures. ICE Clear Europe is not
proposing to modify its Clearing Rules
(the ‘‘Rules’’) 5 in connection with these
amendments.
Under paragraph 3.32 of the existing
Finance Procedures, an F&O Clearing
Member may request that the Clearing
House enter into a third party collateral
purchase agreement (a ‘‘Purchase
Agreement’’) with a third party
collateral purchaser (the ‘‘TPCP’’)
designated by the F&O Clearing
Member.6 The Clearing House has no
obligation to enter into a Purchase
5 Capitalized terms used but not defined herein
have the meanings specified in the Rules.
6 A more detailed discussion of the existing third
party collateral purchase arrangements is set out in
Notice of Filing of Proposed Rule Change to
Finance Procedures, Exchange Act Release No. 34–
73667, File No. SR–ICEEU–2014–23 (Nov. 21,
2014), 79 FR 70905 (Nov. 28, 2014).
E:\FR\FM\19APN1.SGM
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]]>Agencies
[Federal Register Volume 82, Number 74 (Wednesday, April 19, 2017)]
[Notices]
[Pages 18507-18512]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-07874]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-80453; File No. SR-IEX-2017-09]
Self-Regulatory Organizations; Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Specify
the Required Forms of Listing Application, Agreement and Other
Documentation
April 13, 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 April 3, 2017, the Investors Exchange LLC (``IEX'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``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
Pursuant to the provisions of Section 19(b)(1) under the Securities
Exchange Act of 1934 (``Act''),\4\ and Rule 19b-4 thereunder,\5\
Investors Exchange LLC (``IEX'' or ``Exchange'') is filing with the
Commission a proposed rule change to specify the required forms of
listing application, listing agreement and other documentation that
listed companies must execute or complete (as applicable) as a
prerequisite for listing on the Exchange. The Exchange has designated
this proposal as non-controversial and provided the Commission with the
notice required by Rule 19b-4(f)(6)(iii) under the Act.\6\
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\4\ 15 U.S.C. 78s(b)(1).
\5\ 17 CRF 240.19b-4.
\6\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------
The text of the proposed rule change is available at the Exchange's
Web site at www.iextrading.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 the
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of and basis for the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in Sections A, B, and C below, of the
most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
On June 17, 2016 the Commission granted IEX's application for
registration as a national securities exchange under Section 6 of the
Act including approval of rules applicable to the qualification,
listing and delisting of companies on the Exchange.\7\ The Exchange
plans to begin a listing program in 2017 and is proposing to adopt
listing applications and forms applicable to companies applying for
listing or listed on the Exchange in this proposed rule change. As
proposed, the listing forms are substantially similar to those
currently in use by the Nasdaq Stock Exchange LLC (``Nasdaq''), with
certain differences as described herein.\8\
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\7\ See Securities Exchange Act Release No. 34-78101 (June 17,
2016), 81 FR 41141 (June 23, 2016) (File No. 10-222).
\8\ Nasdaq's listing applications and forms are available at:
https://listingcenter.nasdaq.com/Forms_Preview.aspx. In connection
with IEX's Form 1 application for registration as a national
securities exchange, the Commission approved rules applicable to the
qualification, listing and delisting of companies on IEX. See
Securities Exchange Act Release No. 78101 (June 17, 2016), 81 FR
41141 (June 23, 2016) (File No. 10-222). These rules are modelled on
Nasdaq's rules applicable to the qualification, listing and
delisting of companies on Nasdaq.
---------------------------------------------------------------------------
The Exchange proposes to specify the required forms of listing
application, listing agreement and other documentation that listing
applicants and listed companies must execute or complete (as
applicable) as a prerequisite for initial and ongoing listing on the
Exchange, as applicable (collectively, ``listing documentation''). All
listing documentation will be available on the Exchange's Web site
(www.iextrading.com). In the event that in the future the Exchange
makes any substantive changes (including changes to the rights, duties,
or obligations of a listed company or listing applicant or the
Exchange, or that would otherwise require a rule filing) to such
documents, it will submit a rule filing in accordance with Rule 19b-
4.\9\
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\9\ The Exchange will not submit a rule filing if the changes
made to a document are solely typographical or stylistic in nature.
---------------------------------------------------------------------------
[[Page 18508]]
The following is a description of the listing documentation.\10\
---------------------------------------------------------------------------
\10\ For each form a duly authorized representative of the
company must sign an affirmation that the information provided is
true and correct as of the date the form was signed and that the
company will promptly notify IEX of any material changes.
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IEX Listing Application
Pursuant to IEX Rule 14.202, after receiving a listing clearance
letter pursuant to IEX Rule 14.201,\11\ a company must file and execute
an original listing application to apply for listing on IEX. The
Listing Application provides information necessary, and in accordance
with Section 12(b) of the Act, for IEX regulatory staff to conduct a
due diligence review of a company to determine if it qualifies for
listing on the Exchange. Relevant factors regarding the company and
securities to be listed will determine the type of information
required.\12\ Accordingly, different types of listing applications and
information would be required to be submitted, as described below:
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\11\ Pursuant to IEX Rule 14.201 a company seeking the initial
listing of one or more classes of securities on the Exchange must
participate in a free confidential pre-application eligibility
review by the Exchange in order to determine whether it meets the
Exchange's listing criteria. If, upon completion of this review, the
Exchange determines that a company is eligible for listing, the
Exchange will provide a clearance letter to the company notifying
the company that it has been cleared to submit an original listing
application pursuant to IEX Rule 14.202. A clearance letter is valid
for nine months from its date of issuance.
\12\ See the table on page 10 infra which specifies the
categories of information required for each application type.
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1. Initial Public Offering (``IPO'') or Distribution Spin-Off
This form of listing application would be used by a company listing
in conjunction with an IPO,\13\ spin-off or other distribution
transaction.\14\
---------------------------------------------------------------------------
\13\ A company shall be considered to be listing in conjunction
with an initial public offering if immediately prior to the
effective date of a registration covering securities to be listed,
the company was not required to file reports with the Commission
pursuant to Section 13(a) or 15(d) of the Act.
\14\ In a ``spin-off [sic], a parent company distributes shares
of a subsidiary to the parent company's shareholders so that the
subsidiary becomes a separate, independent company. The shares are
usually distributed on a pro rata basis. See, ``Fast Answers''
available on sec.gov.
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2. Transfer From a National Securities Exchange
This form of listing application would be used by a company that is
currently listed on another national securities exchange \15\ to
transfer its listing to the Exchange.
---------------------------------------------------------------------------
\15\ A national securities exchange is a securities exchange
that has registered with the SEC under Section 6 of the Act.
---------------------------------------------------------------------------
3. Transfer From a Market That Is Not a National Securities Exchange
This form of listing application would be used by a company that is
currently a publicly traded in the United States on a market that is
not a national securities exchange.
4. Listing of a New Class of Securities by a Listed Company
This form of listing application would be used by a company that is
currently listed and seeking to list a new class of securities on the
Exchange.
5. Listing Following a Change of Control Between a Listed Company and
an Unlisted Company
This form of application would be used by a company listing in
conjunction with a business transaction that results in a change of
control (e.g., merger or acquisition).
As noted in the table below, certain categories of information
would be required for all application types, as well as application
specific information for particular application types. The following
describes each category and use of application information:
1. Corporate information regarding the issuer of the security to be
listed, including company name, address, Central Index Key Code (CIK),
SEC File Number, date and place of incorporation, fiscal year end,
whether the company is a foreign private issuer, whether the company is
eligible for a Direct Registration Program operated by a clearing
agency registered under Section 17A of the Act, and a company
description. This information is required of all applicants and is
necessary in order for the Exchange's regulatory staff to collect basic
company information for recordkeeping and due diligence purposes,
including review of information contained in the company's SEC filings.
2. Corporate contact information including for the company's legal
counsel. This information is required of all applicants and is
necessary in order for the Exchange's regulatory staff to collect
current company contact information for purposes of obtaining any
additional due diligence information to complete a listing
qualification review of the applicant.
3. Securities/accounting information regarding the company's
investment banker, auditor and transfer agent. Auditor information is
required for all applicants, except for a listed company applying to
list a new class of securities, whereas information regarding the
company's investment banker is only required of applicants listing in
connection with an IPO or distribution spin-off or for listing a new
class of securities. Transfer agent is required for all applicants.
This information is necessary in order for the Exchange's regulatory
staff to collect current contact information for such company advisors
and vendors for purposes of obtaining any additional due diligence
information to complete a listing qualification review of the
applicant.
4. Offering and security information regarding an IPO or other
offering, including the type of offering, expected effective date of
registration statement, expected date of initial trading on IEX,
expected closing date of the offering, whether stock certificates will
be delivered within three business days of listing, and whether the
stock certificates will contain any restrictive legends. This
information is required of applicants listing in connection with an IPO
or distribution spin-off and for listing a new class of securities, and
is necessary in order for the Exchange's regulatory staff to collect
basic information about the offering, as well as to identify whether a
when issued trading market will be needed (if stock certificates will
not be delivered within three business days of listing) and to assess
compliance with IEX Rules 14.310(a)(2) and 14.315(a)(1) regarding
publicly held shares.
5. Associated Corporate Actions information regarding a listed
company conducting a business combination with an unlisted company that
results in a change of control of the listed company, including changes
to company name, trading symbol, CUSIP, whether a reverse stock split
will be effected and other relevant information. This information is
necessary in order to collect basic information about the company
following the business transaction and to enable the Exchange to
provide timely and accurate notifications of the associated corporate
actions to Members and other market participants.\16\
---------------------------------------------------------------------------
\16\ The Exchange expects to provide such notification on its
Web site and through a subscription based service, both on a
complimentary basis.
---------------------------------------------------------------------------
6. Issue-specific information regarding securities to be listed,
such as trading symbol, current market (except for applicants listing
in connection with an IPO or distribution spin-off or for listing a new
class of securities), issue type/class, CUSIP, number, par value,
voting power, shares outstanding and shareholders, whether the security
is book entry only, and American depositary share information. This
information is necessary in order for the
[[Page 18509]]
Exchange's regulatory staff to collect basic information about the
security that is the subject of the listing application, as well as to
assess compliance with IEX Rules 14.310(a) regarding distribution
requirements and 14.413 regarding voting rights.
7. Board member identification and information including
identification of independent directors and committee members. This
information is necessary in order for the Exchange's regulatory staff
to assess compliance with IEX Rule 14.405 regarding board of directors
and committee requirements.
8. Regulatory review information, including a description of
regulatory proceedings and litigation the company is subject to;
certain regulatory, legal or criminal matters involving the company's
current executive officers, directors and ten percent or greater
shareholders; prior listing background, SEC filing background; and
prior financing transactions.\17\ This section also notes that IEX
reserves the right to request additional information or documentation,
public or non-public, deemed necessary to make a determination
regarding a security's qualification for initial listing, including but
not limited to, any material provided to or received from the SEC or
other regulatory authority. Additionally, this section notes that the
fact that an applicant may meet IEX's numerical guidelines does not
necessarily mean that its application will be approved. This regulatory
review information is necessary in order for the Exchange's regulatory
staff to assess whether there are regulatory matters related to the
company that render it unqualified for listing, or warrant the
application of more stringent listing criteria, pursuant to IEX Rule
14.101.\18\
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\17\ See also note 25 regarding the scope of regulatory
information initially required to be included in various application
types.
\18\ Pursuant to IEX Rule 14.101 the Exchange ``. . . has broad
discretionary authority over the initial and continued listing of
securities on the Exchange in order to maintain the quality,
transparency and integrity of and public confidence in its market;
to prevent fraudulent and manipulative acts and practices; to
promote just and equitable principles of trade; to protect investors
and the public interest; and to protect the safety and security of
the Exchange and its employees. The Exchange may use such discretion
to deny initial listing, apply additional or more stringent criteria
for the initial or continued listing of particular securities, or
suspend or delist particular securities based on any event,
condition, or circumstance that exists or occurs that makes initial
or continued listing of the securities on the Exchange inadvisable
or unwarranted in the opinion of the Exchange, even though the
securities meet all enumerated criteria for initial or continued
listing on the Exchange. In the event that the Exchange Staff makes
a determination to suspend or deny continued listing pursuant to its
discretionary authority, the Company may seek review of that
determination through the procedures set forth in the IEX Rule
Series 14.500.''
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9. Supporting documentation required prior to listing approval
includes a listing agreement,\19\ logo submission form,\20\ corporate
governance certification,\21\ regulatory correspondence over the past
12 months \22\ shareholder confirmation documents, and symbol
reservation form.\23\ This documentation is necessary in order to
support the Exchange's regulatory staff listing qualification review
(corporate governance certification form, regulatory correspondence and
shareholder confirmation documents), to effectuate the listed company's
agreement to the terms of listing (listing agreement),\24\ and enable
the Exchange to use the company's logo for marketing and publicity
purposes on IEX's Web site. In addition, the IPO application requires
that if the company qualifies as an emerging growth company under the
JOBS Act of 2012 and has submitted a confidential draft registration
statement to the Commission in connection with its proposed IPO, the
company provide the most recent copy of such draft registration
statement and all related correspondence with the Commission or its
staff. This documentation, which is not publicly available, is required
to support the Exchange regulatory staff's listing qualification
review.
---------------------------------------------------------------------------
\19\ See description of the listing agreement infra.
\20\ See description of the logo submission form infra.
\21\ See description of the corporate governance certification
infra.
\22\ This includes correspondence between the listing applicant
and each of its regulators. Review of such correspondence by IEX
Regulation staff is designed to identify any public interest
concerns that would preclude listing approval. In this regard, IEX
Rule 14.101 provides that the Exchange ``. . . has broad
discretionary authority over the initial and continued listing of
securities on the Exchange in order to maintain the quality,
transparency and integrity of and public confidence in its market;
to prevent fraudulent and manipulative acts and practices; to
promote just and equitable principles of trade; to protect investors
and the public interest; and to protect the safety and security of
the Exchange and its employees. The Exchange may use such discretion
to deny initial listing, apply additional or more stringent criteria
for the initial or continued listing of particular securities, or
suspend or delist particular securities based on any event,
condition, or circumstance that exists or occurs that makes initial
or continued listing of the securities on the Exchange inadvisable
or unwarranted in the opinion of the Exchange, even though the
securities meet all enumerated criteria for initial or continued
listing on the Exchange. In the event that the Exchange Staff makes
a determination to suspend or deny continued listing pursuant to its
discretionary authority, the Company may seek review of that
determination through the procedures set forth in the IEX Rule
Series 14.500.''
\23\ See description of the symbol reservation form infra.
\24\ See discussion of listing agreement infra.
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The chart below show the categories of information required on each
application type:
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\25\ Because more information is generally available to IEX
Regulation staff based on existing listing on IEX or another
national securities exchange, the Exchange Transfer and New Class
applications require only information on nondisclosed regulatory
and/or legal matters. As warranted, IEX Regulation staff will
request additional regulatory information necessary to make a
listing qualification determination.
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Exchange Non-exchange Change of
Information category IPO application transfer transfer control New class
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Corporate.......................................................... [check] [check] [check] [check] [check]
Contacts........................................................... [check] [check] [check] [check] [check]
Securities/Accounting.............................................. [check] [check] [check] [check] [check]
Offering and Security.............................................. [check] ............... ............... ............... [check]
Associated Corporate Action........................................ ............... ............... ............... [check] ...............
Issue-Specific..................................................... [check] [check] [check] [check] [check]
Board Member....................................................... [check] [check] [check] [check] ...............
Regulatory Review \25\............................................. [check] [check] [check] [check] [check]
Supporting Documentation........................................... [check] [check] [check] [check] [check]
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IEX Listing Agreement
Pursuant to IEX Rule 14.202, to apply for listing on IEX, a company
must execute a Listing Agreement. Pursuant to the Listing Agreement a
company agrees with the Exchange as follows:
1. Company certifies that it understands and agrees to comply with
all IEX rules, as they may be amended from time to time, and pay all
applicable listing fees when due.
[[Page 18510]]
2. Company agrees to promptly notify IEX in writing of any
corporate action or other event which will cause Company to cease to be
in compliance with IEX listing requirements.
3. Company understands that IEX may remove its securities from the
Investors Exchange LLC, pursuant to applicable procedures, if it fails
to meet one or more requirements of Paragraphs 1-2.
4. Company understands that if an exception to any of the
provisions of any of the IEX rules has been granted by IEX, such
exception shall, during the time it is in effect, supersede any
conflicting provision of this Listing Agreement.
5. Company warrants and represents that any trading symbol
requested to be used by Company does not violate any trade/service
mark, trade name, or other intellectual property right of any third
party. Company agrees and understands that a trading symbol is provided
to Company for the limited purpose of identifying Company's security in
authorized quotation and trading systems and that Company has no
ownership rights in the trading symbol. The assignment and use of a
trading symbol is governed by the National Market System Plan for the
Selection and Reservation of Securities Symbols, as may be amended from
time to time.
6. Company hereby grants to IEX a non-exclusive, royalty free,
license to use Company's logos, trade names, and trade/service marks in
IEX's advertising, literature, media interactions, industry events,
conferences, Web sites, social media content, and mobile applications
solely in connection with marketing and related purposes in connection
with being an IEX-listed company, and to convey quotation information,
transactional reporting information, and other information regarding
Company in connection with IEX. Company agrees to hold harmless and
indemnify IEX (and its officers, directors, employees and agents)
against any and all claims and losses, including but not limited to
costs and attorneys' fees, resulting from, suffered, or incurred as a
result of any third party's claim or litigation relating to the
infringement of any trade/service mark, trade name, or other
intellectual property right related to or arising out of IEX's use of
Company's trading symbol, corporate logos, Web site address, trade
names, and trade/service marks in accordance with the terms of this
Listing Agreement.
The various provisions of the Listing Agreement are designed to
accomplish several objectives. First, clauses 1-3 reflect the
Exchange's self-regulatory organization (``SRO'') obligations to assure
that only listed companies that are compliant with applicable IEX rules
may remain listed. Thus, these provisions contractually bind a listed
company to comply with IEX rules, provide notification of any corporate
action or other event that will cause the company to cease to be in
compliance with IEX listing requirements, and evidence the company's
understanding that it may be removed from listing (subject to
applicable procedures) if it fails to be in compliance or notify the
Exchange of any event of noncompliance. Clause 4 reflects the
contractual impact of any exception granted to a listed company with
respect to any IEX rules.\26\ Clauses 5 and 6 contains standard legal
representations and agreements from the listed company to IEX regarding
use of its logo, trade names, trade/service markets, and trading symbol
as well as potential legal claims against IEX in connection thereto.
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\26\ For example, pursuant to IEX rule 14.501 and 14.502 a
listed company may be granted an exception to certain listing
standards for a limited period of time, as permitted by IEX rules.
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Corporate Governance Certification
In accordance with IEX Rule 14.400, companies listed on IEX are
required to comply with certain corporate governance standards,
relating to, for example, audit committees, director nominations,
executive compensation, board composition, and executive sessions. In
certain circumstances the corporate governance standards that apply
vary depending on the nature of the company. In addition, there are
phase-in periods and exemptions available to certain types of
companies.\27\ The Corporate Governance Certification enables a company
to confirm to the Exchange that it is in compliance with the applicable
standards, and specify any applicable phase-ins or exemptions.\28\ In
addition, the Corporate Governance Certification enables a company to
confirm to the Exchange its compliance with quorum,\29\ internal
audit,\30\ code of conduct,\31\ and direct registration system
(``DRS'') eligibility \32\ requirements. Companies are required to
submit a Corporate Governance Certification upon initial listing on IEX
and thereafter when an event occurs that makes an existing form
inaccurate. This Corporate Governance Certification thus assists IEX
regulatory staff in monitoring listed company compliance with the
corporate governance requirements.
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\27\ See IEX Rule 14.407.
\28\ See IEX Rule 14.407.
\29\ See IEX Rule 14.408(c).
\30\ See IEX Rule 14.414. Note that Nasdaq does not have a
corresponding internal audit requirement.
\31\ See IEX Rule 14.406.
\32\ See IEX Rule 14.208.
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Company Event Notifications
Pursuant to IEX Rule 14.207(e), various corporate events resulting
in material changes will trigger the requirement for a listed company
to submit certain forms to the Exchange. The following describes the
applicable forms, as proposed, for different event types:
1. Shares Outstanding Change Form
Pursuant to IEX Rule 14.207(e)(1), listed companies are required to
file, on a form designated by the Exchange no later than 10 calendar
days after the occurrence, any aggregate increase or decrease of any
listed class of securities listed on the Exchange that exceeds 5% of
the amount of the class outstanding. This notification requirement is
designed to assist IEX regulatory staff in identifying a situation in
which a listed company may have issued additional shares without
obtaining shareholder approval as required \33\ or in violation of
IEX's voting rights rule.\34\ Accordingly, as proposed, the Exchange
designates the Shares Outstanding Change Form for this purpose.
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\33\ See IEX Rule 14.412.
\34\ See IEX Rule 14.413.
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2. Listing of Additional Shares
Pursuant to IEX Rule 14.207(e)(2) listed companies must notify IEX
of events involving the issuance, or potential issuance of common
stock, securities convertible into common stock or other voting
securities.\35\ Such events include but are not limited to, public
offerings, private placements, acquisitions using stock, establishment,
or materially amending stock option plans and transactions that may
result in a change of control of a company. Companies must file
notifications on the Listing of Additional Shares form as soon as
possible but at least 15 calendar days prior to the transaction in
question. The Exchange regulatory staff will use the information
provided to assess whether a transaction is in compliance with
applicable IEX rules, including the shareholder approval requirements.
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\35\ A company solely listing American Depositary Receipts is
not subject to such notification requirement.
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3. Company Event Notification Form
Pursuant to IEX Rule 14.207(e)(3), listed companies are required to
file, on a form designated by the Exchange, notification of specified
record keeping changes no later than 10 calendar days after the
occurrence. These include any
[[Page 18511]]
changes to its name, the par value or title of its security, its symbol
or similar change. In addition, listed companies are required to notify
the exchange promptly in writing (absent any fees) of any change in the
general character or nature of its business and any change in the
address of its principal executive offices. Further, pursuant to IEX
Rule 14.207(e)(4), listed companies are required to notify the Exchange
of a Substitution Listing Event (other than a reincorporation or a
change to the company's place of organization) \36\ no later than 15
calendar days prior to the implementation of such event by filing the
appropriate form as designated by the Exchange. For a reincorporation
or change to a company's place of organization, a company shall notify
the Exchange as soon as practicable after such event has been
implemented by filing the appropriate form as designated by the
Exchange. These notifications are required for administrative reasons
(i.e., to assure that the Exchange has accurate information regarding
each listed company and security). The Exchange proposes to designate
the Company Event Notification for such notifications.
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\36\ Pursuant to IEX Rule 14.002(32), a Substitution Listing
Event means: A reverse stock split, re-incorporation or a change in
the Company's place of organization, the formation of a holding
company that replaces a listed Company, reclassification or exchange
of a Company's listed shares for another security, the listing of a
new class of securities in substitution for a previously-listed
class of securities or any technical change whereby the Shareholders
of the original Company receive a share-for-share interest in the
new Company without any change in their equity position or rights. A
Substitution Listing Event also includes the replacement of, or any
significant modification to, the index, portfolio or Reference Asset
underlying a security listed under Chapter 16 of the IEX Rules
(including, but not limited to, a significant modification to the
index methodology, a change in the index provider, or a change in
control of the index provider).
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4. Dividend-Distribution-Interest Payment Form
Pursuant to IEX Rule 14.207(e)(6), no later than 10 calendar days
prior to the record date of any dividend action or action relating to a
stock distribution listed companies are required to notify the Exchange
by filing the appropriate form as designated by the Exchange.\37\ This
notification to IEX is required so that the Exchange can advise its
Members and other market participants of dividend and distribution
actions, including determination and dissemination of any applicable
ex-dates. The Exchange proposes to designate the Dividend-Distribution-
Interest Payment Form for such notifications.
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\37\ Rule 14.207(e)(6) also requires that the company provide
public notice of the action using a Regulation FD compliant method.
Notice to the Exchange should be given as soon as possible after
declaration and, in any event, no later than simultaneously with the
public notice.
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Logo Submission Form
Pursuant to the Logo Submission Form company logos may be included
in IEX's advertising, literature, media interactions, industry events,
conferences, Web sites, social media content, and mobile applications
solely in connection with marketing and related purposes in connection
with being an IEX-listed company, and to convey quotation information,
transactional reporting information, and other information regarding a
company in connection with IEX. This form is required for
administrative purposes to facilitate use of a listed company's
corporate logos, trade names and trade/service marks.
Symbol Reservation Form
The Symbol Reservation Form enables a company to reserve a symbol
to identify its securities trading on IEX. A company can provide its
primary choice and two alternatives and IEX will reserve a symbol
through the Intermarket Symbols Reservation Authority. This form
facilitates the operational aspects of trading symbol reservation and
assignment through the Intermarket Symbol Reservation Authority.
2. Statutory Basis
IEX believes that the proposed rule change is consistent with the
provisions of Section 6 of the Act, in general and with Sections 6(b)
\38\ of the Act in general, and furthers the objectives of Sections
6(b)(5) of the Act,\39\ in particular, in that it is 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, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest. The Exchange believes that
the proposed rule change supports these objectives because it provides
appropriate listing applications, agreements, and forms that are
designed to facilitate the collection of necessary information and
agreements from listed companies and support IEX's regulatory review
and monitoring of listed company compliance with IEX's listing rules.
The Exchange also believes that providing standardized applications,
agreements, and forms will provide a transparent means for listed
companies and applicants to provide information required by IEX rules
and for administrative purposes to the Exchange which is consistent
with the public interest and the protection of investors.
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\38\ 15 U.S.C. 78f.
\39\ 15 U.S.C. 78f(b)(5).
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The Exchange also believes that the proposed rule change does not
unfairly discriminate between customers, issuers, brokers and dealers
since all similarly situated listed companies and applicants will be
required to complete the same documentation. Although in some cases
different documentation is required, the differences relate solely to
the information necessary to assess listing compliance.
The Exchange also notes that substantially similar applications,
agreements, and forms are used by Nasdaq so the proposed rule change
does not raise any new or novel issues that have not already been
considered by the Commission.
B. Self-Regulatory Organization's Statement on Burden on Competition
IEX does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change
requires the collection of information required by IEX rules and for
administrative purposes and is not intended to address or advance any
competitive issues.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
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 for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
19(b)(3)(A)(iii) \40\ of the Act and Rule 19b-4(f)(6) thereunder.\41\
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\40\ 15 U.S.C. 78s(b)(3)(A)(iii).
\41\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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[[Page 18512]]
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. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \42\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\42\ 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 sec.gov">rule-comments@sec.gov. Please include
File Number SR-IEX-2017-09 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-IEX-2017-09. 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-IEX-2017-09 and should be
submitted on or before May 10, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\43\
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\43\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2017-07874 Filed 4-18-17; 8:45 am]
BILLING CODE 8011-01-P
