Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 2, To Amend Section 102.01B of the NYSE Listed Company Manual To Provide for the Listing of Companies That List Without a Prior Exchange Act Registration and That Are Not Listing in Connection With an Underwritten Initial Public Offering and Related Changes to Rules 15, 104, and 123D, 44229-44232 [2017-20101]
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Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices
Section 17A of the Act 71 and the rules
and regulations thereunder.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act, that
proposed rule changes SR–DTC–2017–
013, SR–NSCC–2017–012, and SR–
FICC–2017–016 be, and hereby are,
approved.72
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.73
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–20089 Filed 9–20–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81640; File No. SR–NYSE–
2017–30]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Instituting Proceedings To Determine
Whether To Approve or Disapprove a
Proposed Rule Change, as Modified by
Amendment No. 2, To Amend Section
102.01B of the NYSE Listed Company
Manual To Provide for the Listing of
Companies That List Without a Prior
Exchange Act Registration and That
Are Not Listing in Connection With an
Underwritten Initial Public Offering and
Related Changes to Rules 15, 104, and
123D
asabaliauskas on DSKBBXCHB2PROD with NOTICES
September 15, 2017.
I. Introduction
On June 13, 2017, New York Stock
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’),
pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Exchange Act’’) 2 and Rule 19b–4
thereunder,3 a proposed rule change to
amend (i) Footnote (E) to Section
102.01B of the NYSE Listed Company
Manual (the ‘‘Manual’’) to modify the
provisions relating to the qualification
of companies listing without a prior
Exchange Act registration; (ii) Rule 15 to
add a Reference Price for when a
security is listed under Footnote (E) to
Section 102.01B; (iii) Rule 104 to
specify DMM requirements when a
security is listed under Footnote (E) to
Section 102.10B and there has been no
71 15
U.S.C. 78q–1.
approving the Proposed Rule Changes, the
Commission considered the proposals’ impact on
efficiency, competition and capital formation. 15
U.S.C. 78c(f).
73 17 CFR 200.30–3(a)(12).
1 15 U.S.C.78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
72 In
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trading in the private market for such
security; and (iv) Rule 123D to specify
that the Exchange may declare a
regulatory halt in a security that is the
subject of an initial listing on the
Exchange.
The proposed rule change was
published for comment in the Federal
Register on June 20, 2017.4 The
Exchange filed Amendment No. 1 to the
proposed rule change on July 28, 2017
which, as noted below, was later
withdrawn. On August 3, 2017, the
Commission extended the time period
within which to approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to approve or
disapprove the proposed rule change, to
September 18, 2017.5 On August 16,
2017, the Exchange withdrew
Amendment No. 1 and filed
Amendment No. 2 to the proposed rule
change, which amended and replaced
the proposed rule change as originally
filed.6 Amendment No. 2 was published
for comment in the Federal Register on
August 24, 2017.7 The Commission
received one comment on the proposal.8
This order institutes proceedings under
Section 19(b)(2)(B) of the Exchange Act
to determine whether to approve or
disapprove the proposal.
II. Description of the Amended
Proposal
1. Listing Standards
Generally, Section 102 of the Manual
sets forth the minimum numerical
standards for domestic companies, or
foreign private issuers that choose to
follow the domestic standards, to list
equity securities on the Exchange.
Section 102.01B of the Manual requires
a listed company to demonstrate at the
time of listing an aggregate market value
of publicly-held shares of either $40
million or $100 million, depending on
the type of listing.9 Section 102.01B also
4 See Securities Exchange Act Release No. 80933
(June 15, 2017), 82 FR 28200 (June 20, 2017).
5 See Securities Exchange Act Release No. 81309
(August 3, 2017), 82 FR 37244 (August 9, 2017).
6 See Notice, infra note 7, at n. 8, which describes
the changes proposed in Amendment No. 2 from
the original proposal. Amendment No. 2 replaced
the original proposal in its entirety so the
description below describes the proposal, as
modified by Amendment No. 2.
7 See Securities Exchange Act Release No. 81440
(August 18, 2017), 82 FR 40183 (August 24, 2017)
(‘‘Notice’’).
8 See Letter from James J. Angel, Associate
Professor of Finance, Georgetown University, to
SEC (July 28, 2017).
9 Section 102.01B of the Manual states that a
company must demonstrate ‘‘. . . an aggregate
market value of publicly-held shares of $40 million
for companies that list either at the time of their IPO
(C) or as a result of a spin-off or under the Affiliated
Company standard or, for companies that list at the
PO 00000
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44229
states that, in these cases, the Exchange
relies on written representations from
the underwriter, investment banker or
other financial advisor, as applicable,
with respect to this valuation.10 While
Footnote (E) to Section 102.01B states
that the Exchange generally expects to
list companies in connection with a firm
commitment underwritten initial public
offering (‘‘IPO’’), upon transfer from
another market, or pursuant to a spinoff, Section 102.01B of the Manual also
contemplates that companies that have
not previously had their common equity
securities registered under the Exchange
Act, but which have sold common
equity securities in a private placement,
may wish to list their common equity
securities on the Exchange at the time
of effectiveness of a registration
statement 11 filed solely for the purpose
of allowing existing shareholders to sell
their shares.12 Specifically, Footnote (E)
to Section 102.01B of the Manual
permits the Exchange, on a case by case
basis, to exercise discretion to list such
companies and provides that the
Exchange will determine that such a
company has met the $100 million
aggregate market value of publicly-held
shares requirement based on a
combination of both (i) an independent
third-party valuation (a ‘‘Valuation’’) 13
of the company and (ii) the most recent
trading price for the company’s common
stock in a trading system for
unregistered securities operated by a
national securities exchange or a
registered broker-dealer (a ‘‘Private
Placement Market’’).14 Under the
time of their Initial Firm Commitment Underwritten
Public Offering (C), and $100,000,000 for other
companies (D)(E).’’ Section 102.01B also requires a
company to have a closing price, or if listing in
connection with an IPO or Initial Firm Commitment
Underwritten Public Offering, a price per share of
at least $4.00 at the time of initial listing.
10 See Section 102.01B, Footnote (C) of the
Manual which states that for companies listing at
the time of their IPO or Initial Firm Commitment
Underwritten Public Offering, the Exchange will
rely on a written commitment from the underwriter
to represent the anticipated value of the company’s
offering. For spin-offs, the Exchange will rely on a
representation from the parent company’s
investment banker (or other financial advisor) in
order to estimate the market value based upon the
distribution ratio.
11 The reference to a registration statement refers
to a registration statement effective under the
Securities Act of 1933 (‘‘Securities Act’’).
12 See Section 102.01B, Footnote (E) of the
Manual.
13 See Section 102.01B, Footnote (E) of the
Manual which sets forth specific requirements for
the Valuation. Among other factors, any Valuation
used for purposes of Footnote (E) must be provided
by an entity that has significant experience and
demonstrable competence in the provision of such
valuations.
14 Section 102.01B, Footnote (E) also sets forth
specific factors for relying on a Private Placement
Market Price including that such price must be a
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current rules, the Exchange will
attribute a market value of publicly-held
shares to the company equal to the
lesser of (i) the value calculable based
on the Valuation and (ii) the value
calculable based on the most recent
trading price in a Private Placement
Market.
The Exchange has proposed three
changes to Footnote (E) to Section
102.01B of the Manual. First, the
Exchange has proposed to amend such
Footnote to explicitly permit the
Exchange, on a case by case basis, to
exercise its discretion to list companies
whose stock is not previously registered
under the Exchange Act upon
effectiveness of only an Exchange Act
registration statement, without any
concurrent IPO or Securities Act
registration, provided the company
meets all other listing requirements. The
Exchange noted that a company is able
to become an Exchange Act registrant
without a concurrent public offering by
filing a Form 10 (or, in the case of a
foreign private issuer, a Form 20–F)
with the Commission, and expressed its
belief that it is appropriate to list such
companies immediately upon
effectiveness of an Exchange Act
registration statement without a
concurrent Securities Act registration
statement provided the company meets
all other listing requirements.15 In
articulating the statutory basis for its
proposal, the Exchange stated that
permitting companies to list upon
effectiveness of an Exchange Act
registration statement without a
concurrent public offering or Securities
Act registration is designed to protect
investors and the public interest
because such companies will be
required to meet all of the same
quantitative requirements met by other
listing companies.16
Second, the Exchange has proposed to
amend Footnote (E) to provide that, in
the absence of any recent trading in a
Private Placement Market, the Exchange
will determine that a company has met
its market value of publicly-held shares
requirement if the company provides a
recent Valuation evidencing a market
value of publicly-held shares of at least
$250 million. In proposing this change,
the Exchange expressed the view that
the current requirement of Footnote (E)
to rely on recent Private Placement
Market trading in addition to a
Valuation may cause difficulties for
certain companies that are otherwise
consistent with a sustained history of trading over
several months prior to listing.
15 See Notice supra note 7 at 40184.
16 Id. at 40186.
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clearly qualified for listing.17 The
Exchange stated that some companies
that are clearly large enough to be
suitable for listing on the Exchange do
not have their securities traded at all on
a Private Placement Market prior to
going public and, in other cases, the
Private Placement Market trading is too
limited to provide a reasonable basis for
reaching conclusions about a company’s
qualification.18 In proposing to adopt a
Valuation that must be at least two-anda-half times the $100 million
requirement of Section 102.01B of the
Manual, the Exchange stated that this
amount ‘‘will give a significant degree of
comfort that the market value of the
company’s shares will meet the [$100
million] standard upon commencement
of trading on the Exchange,’’
particularly because any such valuation
‘‘must be provided by an entity that has
significant experience and demonstrable
competence in the provision of such
valuations.’’ 19
Lastly, the Exchange proposed to
further amend Footnote (E) by
establishing certain criteria that would
preclude a valuation agent from being
considered ‘‘independent’’ for purposes
of Footnote (E), which the Exchange
believes will provide a significant
additional guarantee of the
independence of any entity providing
such a Valuation. Specifically, the
Exchange proposed that a valuation
agent will not be deemed to be
independent if:
• At the time it provides such
valuation, the valuation agent or any
affiliated person or persons beneficially
own in the aggregate as of the date of the
valuation, more than 5% of the class of
securities to be listed, including any
right to receive any such securities
exercisable within 60 days.
• The valuation agent or any affiliated
entity has provided any investment
banking services to the listing applicant
within the 12 months preceding the date
of the valuation.20
17 Id.
at 40184.
18 Id.
19 Id. In its proposal, the Exchange stated that it
believed that it is unlikely that any Valuation
would reach a conclusion that was incorrect to the
degree necessary for a company using this provision
to fail to meet the $100 million requirement upon
listing, in particular because any Valuation used for
this purpose must be provided by an entity that has
significant experience and demonstrable
competence in the provision of such valuations.
20 For purposes of this provision, ‘‘investment
banking services’’ includes, without limitation,
acting as an underwriter in an offering for the
issuer; acting as a financial adviser in a merger or
acquisition; providing venture capital, equity lines
of credit, PIPEs (private investment, public equity
transactions), or similar investments; serving as
placement agent for the issuer; or acting as a
member of a selling group in a securities
underwriting.
PO 00000
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• The valuation agent or any affiliated
entity has been engaged to provide
investment banking services to the
listing applicant in connection with the
proposed listing or any related
financings or other related transactions.
2. Trading Rules
The Exchange also proposed to amend
Exchange Rules 15, 104 and 123D,
governing the opening of trading, to
specify procedures for the opening trade
on the day of initial listing of a company
that lists under the proposed
amendments to Footnote (E) to Section
102.01B of the Manual, and did not
have any recent trading in a Private
Placement Market.
Rule 15(b) provides that a designated
market maker (‘‘DMM’’) will publish a
pre-opening indication before a security
opens if the opening transaction on the
Exchange is anticipated to be at a price
that represents a change of more than
the ‘‘Applicable Price Range,’’ as
specified in Rule 15(d), from a specified
‘‘Reference Price,’’ as specified in Rule
15(c).21 Rule 15(c)(1) specifies the
Reference Price for a security other than
an American Depository Receipt, which
would be either (A) the security’s last
reported sale price on the Exchange; (B)
the security’s offering price in the case
of an IPO; or (C) the security’s last
reported sale price on the securities
market from which the security is being
transferred to the Exchange, on the
security’s first day of trading on the
Exchange.
The Exchange proposed to amend
Rule 15(c)(1) to add new sub-paragraph
(D) to specify the Reference Price for a
security that is listed under Footnote (E)
to Section 102.01B of the Manual. The
Exchange proposed that if such security
has had recent sustained trading in a
Private Placement Market prior to listing
the Reference Price in such scenario
would be the most recent transaction
price in that market or, if not, the
Reference Price used would be a price
determined by the Exchange in
consultation with a financial advisor to
the issuer of such security.
Rule 104(a)(2) provides that the DMM
has a responsibility for facilitating
openings and reopenings for each of the
securities in which the DMM is
registered as required under Exchange
rules, which includes supplying
liquidity as needed. The Exchange
proposed to amend Rule 104(a)(2) to
require the DMM to consult with the
issuer’s financial advisor when
21 Rule 15(b) also provides that a DMM will
publish a pre-opening indication before a security
opens if a security has not opened by 10:00 a.m.
Eastern Time.
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facilitating the opening on the first day
of trading of a security that is listing
under Footnote (E) to Section 102.01B of
the Manual and that has not had recent
sustained history of trading in a Private
Placement Market prior to listing, in
order to effect a fair and orderly opening
of such security.22
The Exchange stated that it believes
that such a financial advisor would have
an understanding of the status of
ownership of outstanding shares in the
company and would have been working
with the issuer to identify a market for
the securities upon listing.23 As a result,
it believes such financial advisor would
be able to provide input to the DMM
regarding expectations of where such a
new listing should be priced, based on
pre-listing selling and buying interest
and other factors that would not be
available to the DMM through other
sources.24
In its proposal, the Exchange stated
that the proposed amendments to both
Rule 15 and Rule 104 are designed to
provide DMMs with information to
assist them in meeting their obligations
to open a new listing under the
proposed amended text of Footnote (E)
to Section 102.01B of the Manual.25
The Exchange further proposed to
amend its rules to provide authority to
declare a regulatory halt for a non-IPO
new listing. As proposed, Rule 123D(d)
would provide that the Exchange may
declare a regulatory halt in a security
that is the subject of an initial pricing
on the Exchange that has not been listed
on a national securities exchange or
traded in the over-the-counter market
pursuant to FINRA Form 211 (‘‘OTC
market’’) immediately prior to the initial
pricing.26 In addition, proposed Rule
123D(d) would provide that this
regulatory halt would be terminated
when the DMM opens the security.27
22 The Exchange stated that this requirement is
based in part on Nasdaq Rule 4120(c)(9), which
requires that a new listing on Nasdaq that is not an
IPO have a financial advisor willing to perform the
functions performed by an underwriter in
connection with pricing an IPO on Nasdaq.
23 See Notice supra note 7 at 40185.
24 Id. The Exchange noted that despite the
proposed obligation to consult with the financial
advisor, the DMM would remain responsible for
facilitating the opening of trading of such security,
and the opening of such security must take into
consideration the buy and sell orders available on
the Exchange’s book. Id. Accordingly, the Exchange
stated that just as a DMM is not bound by an
offering price in an IPO, and will open such a
security at a price dictated by the buying and
selling interest entered on the Exchange in that
security, a DMM would not be bound by the input
he or she receives from the financial advisor. Id. at
40185–86.
25 Id. at 40186.
26 Id.
27 The Exchange stated that proposed Rule
123D(d) is based in part on (i) Nasdaq Rule
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The Exchange stated its belief that it
would be consistent with the protection
of investors and the public interest for
the Exchange, as a primary listing
exchange, to have the authority to
declare a regulatory halt for a security
that is the subject of a non-IPO listing
because it would ensure that a new
listing that is not the subject of an IPO
could not be traded before the security
opens on the Exchange.28
III. Summary of Comment Letter
Received
The Commission received one
comment letter on the proposal urging
the Commission to approve the proposal
promptly and without further delay.29
The commenter stated the belief that
there is no public interest served in
excluding the listing of a large company
with many investors that does not need
to raise additional capital through an
IPO.30 The commenter further stated
that in determining whether a company
is large enough to meet the listing
standards, if a company were to trade at
a market capitalization far below the
thresholds, it would harm the
Exchange’s reputation not the investing
public.31 The commenter further
discussed concerns about how the
NYSE will open the market for a
security under the proposal when there
is no reliable previous price or offering
price.32 The commenter stated that if
NYSE gets the ‘‘offering price ‘wrong,’
secondary market trading will quickly
find the market price at which supply
equals demand within a few minutes if
not a few seconds.’’ 33
IV. Proceedings To Determine Whether
To Approve or Disapprove SR–NYSE–
2017–30 and Grounds for Disapproval
Under Consideration
The Commission is instituting
proceedings pursuant to Section
19(b)(2)(B) of the Exchange Act 34 to
determine whether the proposal should
4120(c)(9), which provides that the process for
halting and initial pricing of a security that is the
subject of an IPO on Nasdaq is also available for the
initial pricing of any other security that has not
been listed on a national securities exchange or
traded in the OTC market immediately prior to the
initial public offering, provided that a broker-dealer
serving in the role of financial advisor to the issuer
of the securities being listed is willing to perform
the functions under Rule 4120(c)(7)(B) that are
performed by an underwriter with respect to an
initial public offering and (ii) Nasdaq Rule
4120(c)(8)(A), which provides that such halt
condition shall be terminated when the security is
released for trading on Nasdaq.
28 Id.
29 See supra note 8.
30 Id. at 2.
31 Id. at 3.
32 Id.
33 Id.
34 15 U.S.C. 78s(b)(2)(B).
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44231
be approved or disapproved. Institution
of such proceedings is appropriate at
this time in view of the legal and policy
issues raised by the proposal, as
discussed below. Institution of
disapproval proceedings does not
indicate that the Commission has
reached any conclusions with respect to
any of the issues involved.
Pursuant to Section 19(b)(2)(B) of the
Exchange Act, the Commission is
providing notice of the grounds for
disapproval under consideration. The
Commission is instituting proceedings
to allow for additional analysis and
input concerning the proposed rule
change’s consistency with the Exchange
Act.35 In particular, the Commission is
instituting proceedings to allow for
additional analysis of the proposed rule
change’s consistency with Section
6(b)(5) of the Act which requires, among
other things, that the rules of a national
securities exchange be designed to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.36
The Commission notes that NYSE has
proposed to adopt listing standards that
would permit broadly, for the first time,
the listing on the Exchange of a
company immediately upon
effectiveness of an Exchange Act
registration statement for the purpose of
creating a liquid trading market without
any concurrent Securities Act
registration. NYSE states that its
proposal to list such companies is
designed to protect investors and the
public interest, consistent with Section
6(b)(5) of the Act, because such
companies will be required to meet all
of the same quantitative requirements
that are met by other listing applicants.
The Commission notes, however, that
a direct listing of this sort based only on
an Exchange Act registration without
prior trading and Securities Act
registration may raise a number of
unique considerations, including with
respect to the role of various
distribution participants, the extent and
nature of pricing information available
to market participants prior to the
commencement of trading, and the
availability of information indicative of
the number of shares that are likely to
be made available for sale at the
commencement of trading.
35 15
U.S.C. 78f(b)(5).
36 Id.
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V. Commission’s Solicitation of
Comments
The Commission requests that
interested persons provide written
submissions of their views, data, and
arguments with respect to the issues
identified above, as well as any other
concerns they may have with the
proposal. In particular, the Commission
invites the written views of interested
persons concerning whether the
proposal is consistent with Section
6(b)(5), or any other provision of the
Exchange Act, or the rules and
regulations thereunder. Although there
do not appear to be any issues relevant
to approval or disapproval that would
be facilitated by an oral presentation of
views, data, and arguments, the
Commission will consider, pursuant to
Rule 19b-4, any request for an
opportunity to make an oral
presentation.37
Interested persons are invited to
submit written data, views, and
arguments regarding whether the
proposal should be approved or
disapproved by October 12, 2017. Any
person who wishes to file a rebuttal to
any other person’s submission must file
that rebuttal by October 26, 2017. The
Commission asks that commenters
address the sufficiency of the
Exchange’s statements in support of the
proposal which are set forth in the
Notice, in addition to any other
comments they may wish to submit
about the proposed rule change. In
particular, the Commission seeks
comment, including, where relevant,
any specific data, statistics, or studies,
on the following:
1. Would a direct listing based only
on an Exchange Act registration without
prior trading and Securities Act
registration present unique
considerations, including with respect
to the role of various distribution
participants, the extent and nature of
pricing information available to market
participants prior to the commencement
of trading, and the availability of
information indicative of the number of
shares that are likely to be made
available for sale at the commencement
of trading? Would these considerations
raise any concerns, including with
respect to promoting just and equitable
37 Section 19(b)(2) of the Exchange Act, as
amended by the Securities Act Amendments of
1975, Public Law 94–29 (June 4, 1975), grants the
Commission flexibility to determine what type of
proceeding—either oral or notice and opportunity
for written comments—is appropriate for
consideration of a particular proposal by a selfregulatory organization. See Securities Act
Amendments of 1975, Senate Comm. on Banking,
Housing & Urban Affairs, S. Rep. No. 75, 94th
Cong., 1st Sess. 30 (1975).
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17:52 Sep 20, 2017
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principles of trade, removing
impediments to and perfecting the
mechanism of a free and open market
and a national market system, and, in
general, protecting investors and the
public interest? If so, please identify
those risks and explain their
significance.
2. To what extent would a direct
listing impact the ability of the DMM to
facilitate the opening (or otherwise
fulfill its obligations as a DMM) on the
first day of trading of a security listed
only with an Exchange Act registration?
To the extent there would be an impact,
please identify it and explain its
significance. To what extent would any
such impact be mitigated by the
proposed requirement that the DMM
consult with a financial adviser to the
issuer in order to effect a fair and
orderly opening of the security?
Comments may be submitted by any of
the following methods:
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–
2017–30 and should be submitted on or
before October 12, 2017. Rebuttal
comments should be submitted by
October 26, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.38
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–20101 Filed 9–20–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32820; 812–14696]
Electronic Comments
• Use the Commission’s Internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2017–30 on the subject line.
Active Weighting Funds ETF Trust and
Active Weighting Advisors LLC
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
Numbers SR–NYSE–2017–30. 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 (http://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 these
filings also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
Notice of an application for an order
under section 6(c) of the Investment
Company Act of 1940 (the ‘‘Act’’) for an
exemption from sections 2(a)(32),
5(a)(1), 22(d), and 22(e) of the Act and
rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of
the Act. The requested order would
permit (a) actively-managed series of
certain open-end management
investment companies (‘‘Funds’’) to
issue shares redeemable in large
aggregations only (‘‘Creation Units’’); (b)
secondary market transactions in Fund
shares to occur at negotiated market
prices rather than at net asset value
(‘‘NAV’’); (c) certain Funds to pay
redemption proceeds, under certain
circumstances, more than seven days
after the tender of shares for
redemption; (d) certain affiliated
persons of a Fund to deposit securities
into, and receive securities from, the
Fund in connection with the purchase
and redemption of Creation Units; and
(e) certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
Funds (‘‘Acquiring Funds’’) to acquire
shares of the Funds.
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
September 18, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
38 17
E:\FR\FM\21SEN1.SGM
CFR 200.30–3(a)(57).
21SEN1
Agencies
[Federal Register Volume 82, Number 182 (Thursday, September 21, 2017)]
[Notices]
[Pages 44229-44232]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-20101]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81640; File No. SR-NYSE-2017-30]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change, as Modified by Amendment No. 2, To Amend Section
102.01B of the NYSE Listed Company Manual To Provide for the Listing of
Companies That List Without a Prior Exchange Act Registration and That
Are Not Listing in Connection With an Underwritten Initial Public
Offering and Related Changes to Rules 15, 104, and 123D
September 15, 2017.
I. Introduction
On June 13, 2017, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'' or ``SEC''), pursuant to Section 19(b)(1) \1\ of the
Securities Exchange Act of 1934 (the ``Exchange Act'') \2\ and Rule
19b-4 thereunder,\3\ a proposed rule change to amend (i) Footnote (E)
to Section 102.01B of the NYSE Listed Company Manual (the ``Manual'')
to modify the provisions relating to the qualification of companies
listing without a prior Exchange Act registration; (ii) Rule 15 to add
a Reference Price for when a security is listed under Footnote (E) to
Section 102.01B; (iii) Rule 104 to specify DMM requirements when a
security is listed under Footnote (E) to Section 102.10B and there has
been no trading in the private market for such security; and (iv) Rule
123D to specify that the Exchange may declare a regulatory halt in a
security that is the subject of an initial listing on the Exchange.
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\1\ 15 U.S.C.78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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The proposed rule change was published for comment in the Federal
Register on June 20, 2017.\4\ The Exchange filed Amendment No. 1 to the
proposed rule change on July 28, 2017 which, as noted below, was later
withdrawn. On August 3, 2017, the Commission extended the time period
within which to approve the proposed rule change, disapprove the
proposed rule change, or institute proceedings to determine whether to
approve or disapprove the proposed rule change, to September 18,
2017.\5\ On August 16, 2017, the Exchange withdrew Amendment No. 1 and
filed Amendment No. 2 to the proposed rule change, which amended and
replaced the proposed rule change as originally filed.\6\ Amendment No.
2 was published for comment in the Federal Register on August 24,
2017.\7\ The Commission received one comment on the proposal.\8\ This
order institutes proceedings under Section 19(b)(2)(B) of the Exchange
Act to determine whether to approve or disapprove the proposal.
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\4\ See Securities Exchange Act Release No. 80933 (June 15,
2017), 82 FR 28200 (June 20, 2017).
\5\ See Securities Exchange Act Release No. 81309 (August 3,
2017), 82 FR 37244 (August 9, 2017).
\6\ See Notice, infra note 7, at n. 8, which describes the
changes proposed in Amendment No. 2 from the original proposal.
Amendment No. 2 replaced the original proposal in its entirety so
the description below describes the proposal, as modified by
Amendment No. 2.
\7\ See Securities Exchange Act Release No. 81440 (August 18,
2017), 82 FR 40183 (August 24, 2017) (``Notice'').
\8\ See Letter from James J. Angel, Associate Professor of
Finance, Georgetown University, to SEC (July 28, 2017).
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II. Description of the Amended Proposal
1. Listing Standards
Generally, Section 102 of the Manual sets forth the minimum
numerical standards for domestic companies, or foreign private issuers
that choose to follow the domestic standards, to list equity securities
on the Exchange. Section 102.01B of the Manual requires a listed
company to demonstrate at the time of listing an aggregate market value
of publicly-held shares of either $40 million or $100 million,
depending on the type of listing.\9\ Section 102.01B also states that,
in these cases, the Exchange relies on written representations from the
underwriter, investment banker or other financial advisor, as
applicable, with respect to this valuation.\10\ While Footnote (E) to
Section 102.01B states that the Exchange generally expects to list
companies in connection with a firm commitment underwritten initial
public offering (``IPO''), upon transfer from another market, or
pursuant to a spin-off, Section 102.01B of the Manual also contemplates
that companies that have not previously had their common equity
securities registered under the Exchange Act, but which have sold
common equity securities in a private placement, may wish to list their
common equity securities on the Exchange at the time of effectiveness
of a registration statement \11\ filed solely for the purpose of
allowing existing shareholders to sell their shares.\12\ Specifically,
Footnote (E) to Section 102.01B of the Manual permits the Exchange, on
a case by case basis, to exercise discretion to list such companies and
provides that the Exchange will determine that such a company has met
the $100 million aggregate market value of publicly-held shares
requirement based on a combination of both (i) an independent third-
party valuation (a ``Valuation'') \13\ of the company and (ii) the most
recent trading price for the company's common stock in a trading system
for unregistered securities operated by a national securities exchange
or a registered broker-dealer (a ``Private Placement Market'').\14\
Under the
[[Page 44230]]
current rules, the Exchange will attribute a market value of publicly-
held shares to the company equal to the lesser of (i) the value
calculable based on the Valuation and (ii) the value calculable based
on the most recent trading price in a Private Placement Market.
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\9\ Section 102.01B of the Manual states that a company must
demonstrate ``. . . an aggregate market value of publicly-held
shares of $40 million for companies that list either at the time of
their IPO (C) or as a result of a spin-off or under the Affiliated
Company standard or, for companies that list at the time of their
Initial Firm Commitment Underwritten Public Offering (C), and
$100,000,000 for other companies (D)(E).'' Section 102.01B also
requires a company to have a closing price, or if listing in
connection with an IPO or Initial Firm Commitment Underwritten
Public Offering, a price per share of at least $4.00 at the time of
initial listing.
\10\ See Section 102.01B, Footnote (C) of the Manual which
states that for companies listing at the time of their IPO or
Initial Firm Commitment Underwritten Public Offering, the Exchange
will rely on a written commitment from the underwriter to represent
the anticipated value of the company's offering. For spin-offs, the
Exchange will rely on a representation from the parent company's
investment banker (or other financial advisor) in order to estimate
the market value based upon the distribution ratio.
\11\ The reference to a registration statement refers to a
registration statement effective under the Securities Act of 1933
(``Securities Act'').
\12\ See Section 102.01B, Footnote (E) of the Manual.
\13\ See Section 102.01B, Footnote (E) of the Manual which sets
forth specific requirements for the Valuation. Among other factors,
any Valuation used for purposes of Footnote (E) must be provided by
an entity that has significant experience and demonstrable
competence in the provision of such valuations.
\14\ Section 102.01B, Footnote (E) also sets forth specific
factors for relying on a Private Placement Market Price including
that such price must be a consistent with a sustained history of
trading over several months prior to listing.
---------------------------------------------------------------------------
The Exchange has proposed three changes to Footnote (E) to Section
102.01B of the Manual. First, the Exchange has proposed to amend such
Footnote to explicitly permit the Exchange, on a case by case basis, to
exercise its discretion to list companies whose stock is not previously
registered under the Exchange Act upon effectiveness of only an
Exchange Act registration statement, without any concurrent IPO or
Securities Act registration, provided the company meets all other
listing requirements. The Exchange noted that a company is able to
become an Exchange Act registrant without a concurrent public offering
by filing a Form 10 (or, in the case of a foreign private issuer, a
Form 20-F) with the Commission, and expressed its belief that it is
appropriate to list such companies immediately upon effectiveness of an
Exchange Act registration statement without a concurrent Securities Act
registration statement provided the company meets all other listing
requirements.\15\ In articulating the statutory basis for its proposal,
the Exchange stated that permitting companies to list upon
effectiveness of an Exchange Act registration statement without a
concurrent public offering or Securities Act registration is designed
to protect investors and the public interest because such companies
will be required to meet all of the same quantitative requirements met
by other listing companies.\16\
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\15\ See Notice supra note 7 at 40184.
\16\ Id. at 40186.
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Second, the Exchange has proposed to amend Footnote (E) to provide
that, in the absence of any recent trading in a Private Placement
Market, the Exchange will determine that a company has met its market
value of publicly-held shares requirement if the company provides a
recent Valuation evidencing a market value of publicly-held shares of
at least $250 million. In proposing this change, the Exchange expressed
the view that the current requirement of Footnote (E) to rely on recent
Private Placement Market trading in addition to a Valuation may cause
difficulties for certain companies that are otherwise clearly qualified
for listing.\17\ The Exchange stated that some companies that are
clearly large enough to be suitable for listing on the Exchange do not
have their securities traded at all on a Private Placement Market prior
to going public and, in other cases, the Private Placement Market
trading is too limited to provide a reasonable basis for reaching
conclusions about a company's qualification.\18\ In proposing to adopt
a Valuation that must be at least two-and-a-half times the $100 million
requirement of Section 102.01B of the Manual, the Exchange stated that
this amount ``will give a significant degree of comfort that the market
value of the company's shares will meet the [$100 million] standard
upon commencement of trading on the Exchange,'' particularly because
any such valuation ``must be provided by an entity that has significant
experience and demonstrable competence in the provision of such
valuations.'' \19\
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\17\ Id. at 40184.
\18\ Id.
\19\ Id. In its proposal, the Exchange stated that it believed
that it is unlikely that any Valuation would reach a conclusion that
was incorrect to the degree necessary for a company using this
provision to fail to meet the $100 million requirement upon listing,
in particular because any Valuation used for this purpose must be
provided by an entity that has significant experience and
demonstrable competence in the provision of such valuations.
---------------------------------------------------------------------------
Lastly, the Exchange proposed to further amend Footnote (E) by
establishing certain criteria that would preclude a valuation agent
from being considered ``independent'' for purposes of Footnote (E),
which the Exchange believes will provide a significant additional
guarantee of the independence of any entity providing such a Valuation.
Specifically, the Exchange proposed that a valuation agent will not be
deemed to be independent if:
At the time it provides such valuation, the valuation
agent or any affiliated person or persons beneficially own in the
aggregate as of the date of the valuation, more than 5% of the class of
securities to be listed, including any right to receive any such
securities exercisable within 60 days.
The valuation agent or any affiliated entity has provided
any investment banking services to the listing applicant within the 12
months preceding the date of the valuation.\20\
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\20\ For purposes of this provision, ``investment banking
services'' includes, without limitation, acting as an underwriter in
an offering for the issuer; acting as a financial adviser in a
merger or acquisition; providing venture capital, equity lines of
credit, PIPEs (private investment, public equity transactions), or
similar investments; serving as placement agent for the issuer; or
acting as a member of a selling group in a securities underwriting.
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The valuation agent or any affiliated entity has been
engaged to provide investment banking services to the listing applicant
in connection with the proposed listing or any related financings or
other related transactions.
2. Trading Rules
The Exchange also proposed to amend Exchange Rules 15, 104 and
123D, governing the opening of trading, to specify procedures for the
opening trade on the day of initial listing of a company that lists
under the proposed amendments to Footnote (E) to Section 102.01B of the
Manual, and did not have any recent trading in a Private Placement
Market.
Rule 15(b) provides that a designated market maker (``DMM'') will
publish a pre-opening indication before a security opens if the opening
transaction on the Exchange is anticipated to be at a price that
represents a change of more than the ``Applicable Price Range,'' as
specified in Rule 15(d), from a specified ``Reference Price,'' as
specified in Rule 15(c).\21\ Rule 15(c)(1) specifies the Reference
Price for a security other than an American Depository Receipt, which
would be either (A) the security's last reported sale price on the
Exchange; (B) the security's offering price in the case of an IPO; or
(C) the security's last reported sale price on the securities market
from which the security is being transferred to the Exchange, on the
security's first day of trading on the Exchange.
---------------------------------------------------------------------------
\21\ Rule 15(b) also provides that a DMM will publish a pre-
opening indication before a security opens if a security has not
opened by 10:00 a.m. Eastern Time.
---------------------------------------------------------------------------
The Exchange proposed to amend Rule 15(c)(1) to add new sub-
paragraph (D) to specify the Reference Price for a security that is
listed under Footnote (E) to Section 102.01B of the Manual. The
Exchange proposed that if such security has had recent sustained
trading in a Private Placement Market prior to listing the Reference
Price in such scenario would be the most recent transaction price in
that market or, if not, the Reference Price used would be a price
determined by the Exchange in consultation with a financial advisor to
the issuer of such security.
Rule 104(a)(2) provides that the DMM has a responsibility for
facilitating openings and reopenings for each of the securities in
which the DMM is registered as required under Exchange rules, which
includes supplying liquidity as needed. The Exchange proposed to amend
Rule 104(a)(2) to require the DMM to consult with the issuer's
financial advisor when
[[Page 44231]]
facilitating the opening on the first day of trading of a security that
is listing under Footnote (E) to Section 102.01B of the Manual and that
has not had recent sustained history of trading in a Private Placement
Market prior to listing, in order to effect a fair and orderly opening
of such security.\22\
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\22\ The Exchange stated that this requirement is based in part
on Nasdaq Rule 4120(c)(9), which requires that a new listing on
Nasdaq that is not an IPO have a financial advisor willing to
perform the functions performed by an underwriter in connection with
pricing an IPO on Nasdaq.
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The Exchange stated that it believes that such a financial advisor
would have an understanding of the status of ownership of outstanding
shares in the company and would have been working with the issuer to
identify a market for the securities upon listing.\23\ As a result, it
believes such financial advisor would be able to provide input to the
DMM regarding expectations of where such a new listing should be
priced, based on pre-listing selling and buying interest and other
factors that would not be available to the DMM through other
sources.\24\
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\23\ See Notice supra note 7 at 40185.
\24\ Id. The Exchange noted that despite the proposed obligation
to consult with the financial advisor, the DMM would remain
responsible for facilitating the opening of trading of such
security, and the opening of such security must take into
consideration the buy and sell orders available on the Exchange's
book. Id. Accordingly, the Exchange stated that just as a DMM is not
bound by an offering price in an IPO, and will open such a security
at a price dictated by the buying and selling interest entered on
the Exchange in that security, a DMM would not be bound by the input
he or she receives from the financial advisor. Id. at 40185-86.
---------------------------------------------------------------------------
In its proposal, the Exchange stated that the proposed amendments
to both Rule 15 and Rule 104 are designed to provide DMMs with
information to assist them in meeting their obligations to open a new
listing under the proposed amended text of Footnote (E) to Section
102.01B of the Manual.\25\
---------------------------------------------------------------------------
\25\ Id. at 40186.
---------------------------------------------------------------------------
The Exchange further proposed to amend its rules to provide
authority to declare a regulatory halt for a non-IPO new listing. As
proposed, Rule 123D(d) would provide that the Exchange may declare a
regulatory halt in a security that is the subject of an initial pricing
on the Exchange that has not been listed on a national securities
exchange or traded in the over-the-counter market pursuant to FINRA
Form 211 (``OTC market'') immediately prior to the initial pricing.\26\
In addition, proposed Rule 123D(d) would provide that this regulatory
halt would be terminated when the DMM opens the security.\27\ The
Exchange stated its belief that it would be consistent with the
protection of investors and the public interest for the Exchange, as a
primary listing exchange, to have the authority to declare a regulatory
halt for a security that is the subject of a non-IPO listing because it
would ensure that a new listing that is not the subject of an IPO could
not be traded before the security opens on the Exchange.\28\
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\26\ Id.
\27\ The Exchange stated that proposed Rule 123D(d) is based in
part on (i) Nasdaq Rule 4120(c)(9), which provides that the process
for halting and initial pricing of a security that is the subject of
an IPO on Nasdaq is also available for the initial pricing of any
other security that has not been listed on a national securities
exchange or traded in the OTC market immediately prior to the
initial public offering, provided that a broker-dealer serving in
the role of financial advisor to the issuer of the securities being
listed is willing to perform the functions under Rule 4120(c)(7)(B)
that are performed by an underwriter with respect to an initial
public offering and (ii) Nasdaq Rule 4120(c)(8)(A), which provides
that such halt condition shall be terminated when the security is
released for trading on Nasdaq.
\28\ Id.
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III. Summary of Comment Letter Received
The Commission received one comment letter on the proposal urging
the Commission to approve the proposal promptly and without further
delay.\29\ The commenter stated the belief that there is no public
interest served in excluding the listing of a large company with many
investors that does not need to raise additional capital through an
IPO.\30\ The commenter further stated that in determining whether a
company is large enough to meet the listing standards, if a company
were to trade at a market capitalization far below the thresholds, it
would harm the Exchange's reputation not the investing public.\31\ The
commenter further discussed concerns about how the NYSE will open the
market for a security under the proposal when there is no reliable
previous price or offering price.\32\ The commenter stated that if NYSE
gets the ``offering price `wrong,' secondary market trading will
quickly find the market price at which supply equals demand within a
few minutes if not a few seconds.'' \33\
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\29\ See supra note 8.
\30\ Id. at 2.
\31\ Id. at 3.
\32\ Id.
\33\ Id.
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IV. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2017-30 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Exchange Act \34\ to determine whether the proposal
should be approved or disapproved. Institution of such proceedings is
appropriate at this time in view of the legal and policy issues raised
by the proposal, as discussed below. Institution of disapproval
proceedings does not indicate that the Commission has reached any
conclusions with respect to any of the issues involved.
---------------------------------------------------------------------------
\34\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
Pursuant to Section 19(b)(2)(B) of the Exchange Act, the Commission
is providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis and input concerning the proposed rule change's consistency
with the Exchange Act.\35\ In particular, the Commission is instituting
proceedings to allow for additional analysis of the proposed rule
change's consistency with Section 6(b)(5) of the Act which requires,
among other things, that the rules of a national securities exchange be
designed to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest.\36\
---------------------------------------------------------------------------
\35\ 15 U.S.C. 78f(b)(5).
\36\ Id.
---------------------------------------------------------------------------
The Commission notes that NYSE has proposed to adopt listing
standards that would permit broadly, for the first time, the listing on
the Exchange of a company immediately upon effectiveness of an Exchange
Act registration statement for the purpose of creating a liquid trading
market without any concurrent Securities Act registration. NYSE states
that its proposal to list such companies is designed to protect
investors and the public interest, consistent with Section 6(b)(5) of
the Act, because such companies will be required to meet all of the
same quantitative requirements that are met by other listing
applicants.
The Commission notes, however, that a direct listing of this sort
based only on an Exchange Act registration without prior trading and
Securities Act registration may raise a number of unique
considerations, including with respect to the role of various
distribution participants, the extent and nature of pricing information
available to market participants prior to the commencement of trading,
and the availability of information indicative of the number of shares
that are likely to be made available for sale at the commencement of
trading.
[[Page 44232]]
V. Commission's Solicitation of Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5), or any other provision of the Exchange
Act, or the rules and regulations thereunder. Although there do not
appear to be any issues relevant to approval or disapproval that would
be facilitated by an oral presentation of views, data, and arguments,
the Commission will consider, pursuant to Rule 19b-4, any request for
an opportunity to make an oral presentation.\37\
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\37\ Section 19(b)(2) of the Exchange Act, as amended by the
Securities Act Amendments of 1975, Public Law 94-29 (June 4, 1975),
grants the Commission flexibility to determine what type of
proceeding--either oral or notice and opportunity for written
comments--is appropriate for consideration of a particular proposal
by a self-regulatory organization. See Securities Act Amendments of
1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No.
75, 94th Cong., 1st Sess. 30 (1975).
---------------------------------------------------------------------------
Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by October 12, 2017. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
October 26, 2017. The Commission asks that commenters address the
sufficiency of the Exchange's statements in support of the proposal
which are set forth in the Notice, in addition to any other comments
they may wish to submit about the proposed rule change. In particular,
the Commission seeks comment, including, where relevant, any specific
data, statistics, or studies, on the following:
1. Would a direct listing based only on an Exchange Act
registration without prior trading and Securities Act registration
present unique considerations, including with respect to the role of
various distribution participants, the extent and nature of pricing
information available to market participants prior to the commencement
of trading, and the availability of information indicative of the
number of shares that are likely to be made available for sale at the
commencement of trading? Would these considerations raise any concerns,
including with respect to promoting just and equitable principles of
trade, removing impediments to and perfecting the mechanism of a free
and open market and a national market system, and, in general,
protecting investors and the public interest? If so, please identify
those risks and explain their significance.
2. To what extent would a direct listing impact the ability of the
DMM to facilitate the opening (or otherwise fulfill its obligations as
a DMM) on the first day of trading of a security listed only with an
Exchange Act registration? To the extent there would be an impact,
please identify it and explain its significance. To what extent would
any such impact be mitigated by the proposed requirement that the DMM
consult with a financial adviser to the issuer in order to effect a
fair and orderly opening of the security?
Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSE-2017-30 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 Numbers SR-NYSE-2017-30. 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 (http://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 these filings 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-2017-30 and should be
submitted on or before October 12, 2017. Rebuttal comments should be
submitted by October 26, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\38\
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\38\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-20101 Filed 9-20-17; 8:45 am]
BILLING CODE 8011-01-P