Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend NYSE Arca Rule 1.1 and Rule 7.35-E To Make Technical and Conforming Updates in Connection With the Recent Merger of NYSE Arca Equities, Inc., 49253-49255 [2017-22973]
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Federal Register / Vol. 82, No. 204 / Tuesday, October 24, 2017 / Notices
Commission shall either approve or
disapprove or institute proceedings to
determine whether to disapprove the
proposed rule change (File No. SR–
BatsBZX–2017–56).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–22974 Filed 10–23–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend NYSE Arca
Rule 1.1 and Rule 7.35–E To Make
Technical and Conforming Updates in
Connection With the Recent Merger of
NYSE Arca Equities, Inc.
October 18, 2017.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on October
5, 2017, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (‘‘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.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
NYSE Arca Rule 1.1 and Rule 7.35–E to
make technical and conforming updates
in connection with the recent merger of
NYSE Arca Equities, Inc. (‘‘NYSE Arca
Equities’’) with and into the Exchange.
The proposed rule change is available
on the Exchange’s Web site at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
CFR 200.30–3(a)(31).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
[Release No. 34–81894; File No. SR–
NYSEArca–2017–119]
6 17
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
NYSE Arca Rule 1.1 (Definitions) and
Rule 7.35–E(d)(4) (Auctions) to make
technical and conforming updates in
connection with the recent merger of its
wholly-owned subsidiary NYSE Arca
Equities, Inc. with and into the
Exchange (the ‘‘Merger’’).
On June 2, 2017, the Exchange filed
rule changes with the Securities and
Exchange Commission (‘‘Commission’’)
in connection with the proposed
Merger.4 On August 15, 2017, the
Exchange filed a partial amendment to
such filing (as amended, the ‘‘Merger
Filing’’).5 On August 17, 2017, the
Commission approved the proposed
rule changes, as amended, and the
Merger occurred on that same date.6
Prior to the Merger, NYSE Arca had
two rulebooks: The NYSE Arca rules for
its options market and the NYSE Arca
Equities rules for its equities market. At
the Merger, the NYSE Arca Equities
rules were integrated into the NYSE
Arca rules, so that there is now one
NYSE Arca rulebook.7 In that process,
NYSE Arca Rule 1.1 was amended to
incorporate NYSE Arca Equities Rule
1.1 (Definitions), including by adding
definitions from the NYSE Arca Equities
4 See Securities Exchange Act Release No. 80929
(June 14, 2017), 82 FR 28157 (June 20, 2017) (SR–
NYSEArca–2017–40) (Notice).
5 See Partial Amendment 2 to SR–NYSEArca–
2017–40 (August 15, 2017). The Amendment also
was submitted to the Commission as a comment
letter on the Original Filing. See letter from Martha
Redding, Associate General Counsel, NYSE Group,
to Brent J. Fields, Secretary, Commission (August
15, 2017), available at https://www.sec.gov/
comments/sr-nysearca-2017-40/nysearca2017402221802-160732.pdf.
6 See Securities Exchange Act Release No. 81419
(August 17, 2017), 82 FR 40044 (August 23, 2017)
(SR–NYSEArca–2017–40) (Approval Order).
7 See id. at 40044.
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49253
rule that were unique to the equities
market.8
However, due to an oversight, the
Merger Filing did not incorporate the
NYSE Arca Equities definitions for
‘‘NYSE Arca Book’’ or ‘‘UTP Security.’’
Accordingly, the Exchange proposes to
make the following amendments to Rule
1.1:
• Add new Rule 1.1(jj) with the
following definition of NYSE Arca
Book: ‘‘The term ‘NYSE Arca Book’
refers to the NYSE Arca Marketplace’s
electronic file of orders, which contains
all orders entered on the NYSE Arca
Marketplace.’’ 9
• Add new Rule 1.1(iii) with the
following definition of NYSE Arca
Book: ‘‘The term ‘UTP Security’ means
a security that is listed on a national
securities exchange other than the
Exchange and that trades on the NYSE
Arca Marketplace pursuant to unlisted
trading privileges.’’ 10
• Renumber the other paragraphs in
Rule 1.1 to reflect the addition of new
paragraphs (jj) and (iii).
In addition, the Exchange proposes to
amend Rule 7.35–E(d)(4) to update cross
references to the definition of ‘‘Official
Closing Price’’ in Rule 1.1.
Rule 7.35–E has a notice stating that
an amended version of the rule has been
approved but is not yet operative. The
notice links to the amended version of
the rule and the relevant approval order.
Accordingly, the Exchange proposes to
update the cross reference in the
amended version of the rule. Exhibit 5B
sets forth the proposed change to the
amended but not yet operative version
of the rule.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Exchange Act,11 in
general, and with Section 6(b)(1) 12 in
particular, in that it enables the
Exchange to be so organized as to have
the capacity to be able to carry out the
purposes of the Exchange Act and to
comply, and to enforce compliance by
its exchange members and persons
associated with its exchange members,
with the provisions of the Exchange Act,
the rules and regulations thereunder,
and the rules of the Exchange.
8 See
id. at 40047.
Securities Exchange Act Release No. 79078
(October 11, 2016), 81 FR 71559 (October 17, 2016)
(SR–NYSEArca–2016–135).
10 See Securities Exchange Act Release No. 75467
(July 16, 2015), 80 FR 43515 (July 22, 2015) (SR–
NYSEArca–2015–58). See also Securities Exchange
Act Release No. 76198 (October 20, 2015), 80 FR
65274 (October 26, 2015) (SR–NYSEArca–2015–58).
11 15 U.S.C. 78f(b).
12 15 U.S.C. 78f(b)(1).
9 See
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asabaliauskas on DSKBBXCHB2PROD with NOTICES
49254
Federal Register / Vol. 82, No. 204 / Tuesday, October 24, 2017 / Notices
The Exchange believes that the
proposed changes to Rule 1.1 would
enable the Exchange to continue to be
so organized as to have the capacity to
carry out the purposes of the Exchange
Act and comply and enforce compliance
with the provisions of the Exchange Act
by its members and persons associated
with its members, because, by
incorporating the definitions of NYSE
Arca Book and UTP Security, the
proposed change would correct the
oversight of the definitions’ omission
and ensure that the changes made to
Rule 1.1 to reflect the Merger were
accurate and complete.
For similar reasons, the Exchange also
believes that the proposed rule change
is consistent with Section 6(b)(5) of the
Act,13 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 would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system in general,
to protect investors and the public
interest, because, by incorporating the
definitions of NYSE Arca Book and UTP
Security, the proposed change would
ensure that the changes made to Rule
1.1 to reflect the Merger were accurate
and complete, thereby reducing
potential investor or market participant
confusion.
Similarly, the Exchange believes that
the non-substantive changes to Rule 1.1
to renumber the other paragraphs in
Rule 1.1 to reflect the addition of new
paragraphs (jj) and (iii) and to Rule
7.35–E(d)(4) to update the cross
references would remove impediments
to and perfect the mechanism of a free
and open market and a national market
system in general, to protect investors
and the public interest, because such
changes would add clarify [sic] and
transparency to the Rules, ensuring that
market participants can more easily
navigate and understand the Exchange’s
rules and reducing potential market
participant confusion.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
13 15
U.S.C. 78f(b)(5).
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17:47 Oct 23, 2017
Jkt 244001
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not intended to
address competitive issues but rather is
concerned solely with updating the
Exchange’s rules to incorporate the
definitions of NYSE Arca Book and UTP
Security from the rules of NYSE Arca
Equity [sic] in place prior to the Merger.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change
does not: (i) Significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative prior to 30 days from the date
on which it was filed, or such shorter
time as the Commission may designate,
the proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 14 and Rule 19b–4(f)(6)
thereunder.15
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 16 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 17
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has asked
the Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest. The
Exchange indicates that the two
definitions were omitted inadvertently
from the Merger Filing and that waiver
of the operative delay would ensure that
the Exchange’s rules include without
delay the definitions of terms that are
used elsewhere in the Exchange’s
rulebook.18 The Commission believes
that allowing the definitions to be
incorporated into the NYSE Arca
rulebook without delay would add
14 15
15 17
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
16 Id.
CFR 240.19b–4(f)(6)(iii).
e.g., Exchange Rules 1.1(ggg) (definition of
Regulatory Halt), 7.11–E (Limit Up—Limit Down
Plan and Trading Pauses in Individual Securities
Due to Extraordinary Market Volatility), 7.18–E
(Halts), and 7.23–E (Obligations of Market Makers).
clarity to the rulebook and would help
reduce any investor or market
participant confusion that otherwise
could result. Accordingly, the
Commission hereby waives the
operative delay and designates the
proposal operative upon filing.19
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
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–
NYSEArca–2017–119 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–NYSEArca–2017–119. 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
17 17
18 See,
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Frm 00083
Fmt 4703
Sfmt 4703
19 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
E:\FR\FM\24OCN1.SGM
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Federal Register / Vol. 82, No. 204 / Tuesday, October 24, 2017 / Notices
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–
NYSEArca–2017–119 and should be
submitted on or before November 14,
2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–22973 Filed 10–23–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Advisers Act Release No. 4797;
File No. 803–00238]
Stephens Inc.
October 18, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
AGENCY:
Notice of application for an exemptive
order under Section 206A of the
Investment Advisers Act of 1940 (the
‘‘Act’’) and Rule 206(4)–5(e).
APPLICANT: Stephens Inc. (‘‘Applicant’’
or ‘‘Adviser’’).
RELEVANT SECTIONS OF THE ACT:
Exemption requested under section
206A of the Act and rule 206(4)–5(e)
from rule 206(4)–5(a)(1) under the Act.
SUMMARY OF APPLICATION: Applicant
requests that the Commission issue an
order under section 206A of the Act and
rule 206(4)–5(e) exempting it from rule
206(4)–5(a)(1) under the Act to permit
Applicant to receive compensation from
certain government entities for
investment advisory services provided
to the government entities within the
two-year period following a
contribution by a covered associate of
the Applicant to an official of the
government entities.
20 17
CFR 200.30–3(a)(12).
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The application was filed
on December 20, 2016, and an amended
and restated application was filed on
June 21, 2017.
HEARING OR NOTIFICATION OF HEARING: An
order granting the application will be
issued unless the Commission orders a
hearing. Interested persons may request
a hearing by writing to the
Commission’s Secretary and serving
Applicant with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on November 13, 2017, and
should be accompanied by proof of
service on Applicant, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons may request notification of a
hearing by writing to the Commission’s
Secretary.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090.
Applicant: Stephens Inc., 111 Center
Street, Little Rock, AR 72201.
FOR FURTHER INFORMATION CONTACT:
Rachel Loko, Senior Counsel, or Holly
Hunter-Ceci, Assistant Chief Counsel, at
(202) 551- 6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site at https://www.sec.gov/rules/
iareleases.shtml or by calling (202) 551–
8090.
FILING DATES:
Applicant’s Representations
1. Applicant is a financial services
firm established in Little Rock, Arkansas
and registered with the Commission as
an investment adviser under the Act.
Applicant provides discretionary
investment advisory services to a wide
variety of investors.
2. The individual who made the
campaign contribution that triggered the
two-year compensation ban (the
‘‘Contribution’’) is J. Bradford Eichler
(the ‘‘Contributor’’). The Contributor is
an Executive Vice President of the
Applicant and is the head of Investment
Banking for the firm. The Contributor’s
role focuses on oversight of the
Adviser’s corporate finance division.
Applicant submits that, because the
Contributor is and at the time of the
contribution was, an executive officer of
the Adviser, he is, and at all relevant
times was, a covered associate.
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49255
3. Three of the Adviser’s clients are
government entities of the City of Little
Rock (the ‘‘Clients’’). Client A and
Client B are city pension funds and
Client C is a fund maintained by the city
for certain expenses. The Clients are
government entities as defined in Rule
206(4)–5(f)(5)(i).
4. The recipient of the Contribution
was Capi Peck (the ‘‘Official’’), who, at
the time of the Contribution, was
seeking the office of director on the
Little Rock Board of Directors. The
Board of Directors appoints a board
member of Client A, appoints a city
official with authority to hire an
investment manager for Client B and has
ultimate investment authority over
Client C. Due to her position as a
director, the Official is an ‘‘official’’ of
the Clients as defined in Rule 206(4)–
5(f)(6)(ii). As of the date of the
application, the Official has not
participated in the appointment of
anyone with authority on Client A or
Client B’s decision to select an
investment adviser, nor has she
participated in a decision affecting
Client C’s investment with the Adviser.
5. The Contribution that triggered rule
206(4)–5’s prohibition on compensation
under rule 206(4)–5(a)(1) was made
online on October 17, 2016 for the
amount of $1,000. Applicant submits
that the Contribution was not motivated
by any desire to influence the award of
investment advisory business.
Applicant represents that the
Contributor does live in Little Rock and
has a longstanding friendship with the
Official. The Contributor has known the
Official for approximately 30 years and
known her ex-husband and business
partner for approximately 35 years. The
Contributor and the official’s exhusband also have a shared interest in
competitive swimming. The Contributor
lived with them for a long time during
college, worked at their restaurant and
has maintained close relationships. His
decision to make the Contribution was
spontaneous and motivated by his
longstanding friendship with the
Official. Applicant submits that
although the Contributor and the
Official are friends, they have not
discussed the Adviser’s advisory
business or the potential investments by
the Clients. The Contributor did not
seek or coordinate any other
contribution for the Official. Applicant
represents that the Contributor did not
have any intention to seek, and no
action was taken by the Contributor or
the Applicant to obtain, any direct or
indirect influence from the Official or
any other person.
6. The Adviser has been doing
business with Little Rock, its home city,
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]]>Agencies
[Federal Register Volume 82, Number 204 (Tuesday, October 24, 2017)]
[Notices]
[Pages 49253-49255]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-22973]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81894; File No. SR-NYSEArca-2017-119]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend NYSE Arca
Rule 1.1 and Rule 7.35-E To Make Technical and Conforming Updates in
Connection With the Recent Merger of NYSE Arca Equities, Inc.
October 18, 2017.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on October 5, 2017, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend NYSE Arca Rule 1.1 and Rule 7.35-E
to make technical and conforming updates in connection with the recent
merger of NYSE Arca Equities, Inc. (``NYSE Arca Equities'') with and
into the Exchange. The proposed rule change is available on the
Exchange's Web site at www.nyse.com, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend NYSE Arca Rule 1.1 (Definitions) and
Rule 7.35-E(d)(4) (Auctions) to make technical and conforming updates
in connection with the recent merger of its wholly-owned subsidiary
NYSE Arca Equities, Inc. with and into the Exchange (the ``Merger'').
On June 2, 2017, the Exchange filed rule changes with the
Securities and Exchange Commission (``Commission'') in connection with
the proposed Merger.\4\ On August 15, 2017, the Exchange filed a
partial amendment to such filing (as amended, the ``Merger
Filing'').\5\ On August 17, 2017, the Commission approved the proposed
rule changes, as amended, and the Merger occurred on that same date.\6\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 80929 (June 14,
2017), 82 FR 28157 (June 20, 2017) (SR-NYSEArca-2017-40) (Notice).
\5\ See Partial Amendment 2 to SR-NYSEArca-2017-40 (August 15,
2017). The Amendment also was submitted to the Commission as a
comment letter on the Original Filing. See letter from Martha
Redding, Associate General Counsel, NYSE Group, to Brent J. Fields,
Secretary, Commission (August 15, 2017), available at https://www.sec.gov/comments/sr-nysearca-2017-40/nysearca201740-2221802-160732.pdf.
\6\ See Securities Exchange Act Release No. 81419 (August 17,
2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40) (Approval
Order).
---------------------------------------------------------------------------
Prior to the Merger, NYSE Arca had two rulebooks: The NYSE Arca
rules for its options market and the NYSE Arca Equities rules for its
equities market. At the Merger, the NYSE Arca Equities rules were
integrated into the NYSE Arca rules, so that there is now one NYSE Arca
rulebook.\7\ In that process, NYSE Arca Rule 1.1 was amended to
incorporate NYSE Arca Equities Rule 1.1 (Definitions), including by
adding definitions from the NYSE Arca Equities rule that were unique to
the equities market.\8\
---------------------------------------------------------------------------
\7\ See id. at 40044.
\8\ See id. at 40047.
---------------------------------------------------------------------------
However, due to an oversight, the Merger Filing did not incorporate
the NYSE Arca Equities definitions for ``NYSE Arca Book'' or ``UTP
Security.'' Accordingly, the Exchange proposes to make the following
amendments to Rule 1.1:
Add new Rule 1.1(jj) with the following definition of NYSE
Arca Book: ``The term `NYSE Arca Book' refers to the NYSE Arca
Marketplace's electronic file of orders, which contains all orders
entered on the NYSE Arca Marketplace.'' \9\
---------------------------------------------------------------------------
\9\ See Securities Exchange Act Release No. 79078 (October 11,
2016), 81 FR 71559 (October 17, 2016) (SR-NYSEArca-2016-135).
---------------------------------------------------------------------------
Add new Rule 1.1(iii) with the following definition of
NYSE Arca Book: ``The term `UTP Security' means a security that is
listed on a national securities exchange other than the Exchange and
that trades on the NYSE Arca Marketplace pursuant to unlisted trading
privileges.'' \10\
---------------------------------------------------------------------------
\10\ See Securities Exchange Act Release No. 75467 (July 16,
2015), 80 FR 43515 (July 22, 2015) (SR-NYSEArca-2015-58). See also
Securities Exchange Act Release No. 76198 (October 20, 2015), 80 FR
65274 (October 26, 2015) (SR-NYSEArca-2015-58).
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Renumber the other paragraphs in Rule 1.1 to reflect the
addition of new paragraphs (jj) and (iii).
In addition, the Exchange proposes to amend Rule 7.35-E(d)(4) to
update cross references to the definition of ``Official Closing Price''
in Rule 1.1.
Rule 7.35-E has a notice stating that an amended version of the
rule has been approved but is not yet operative. The notice links to
the amended version of the rule and the relevant approval order.
Accordingly, the Exchange proposes to update the cross reference in the
amended version of the rule. Exhibit 5B sets forth the proposed change
to the amended but not yet operative version of the rule.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act,\11\ in general, and with Section
6(b)(1) \12\ in particular, in that it enables the Exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Exchange Act and to comply, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Exchange Act, the rules and regulations
thereunder, and the rules of the Exchange.
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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(1).
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The Exchange believes that the proposed changes to Rule 1.1 would
enable the Exchange to continue to be so organized as to have the
capacity to carry out the purposes of the Exchange Act and comply and
enforce compliance with the provisions of the Exchange Act by its
members and persons associated with its members, because, by
incorporating the definitions of NYSE Arca Book and UTP Security, the
proposed change would correct the oversight of the definitions'
omission and ensure that the changes made to Rule 1.1 to reflect the
Merger were accurate and complete.
For similar reasons, the Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\13\ 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.
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\13\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system in general, to protect investors and the
public interest, because, by incorporating the definitions of NYSE Arca
Book and UTP Security, the proposed change would ensure that the
changes made to Rule 1.1 to reflect the Merger were accurate and
complete, thereby reducing potential investor or market participant
confusion.
Similarly, the Exchange believes that the non-substantive changes
to Rule 1.1 to renumber the other paragraphs in Rule 1.1 to reflect the
addition of new paragraphs (jj) and (iii) and to Rule 7.35-E(d)(4) to
update the cross references would remove impediments to and perfect the
mechanism of a free and open market and a national market system in
general, to protect investors and the public interest, because such
changes would add clarify [sic] and transparency to the Rules, ensuring
that market participants can more easily navigate and understand the
Exchange's rules and reducing potential market participant confusion.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Exchange's rules to incorporate the
definitions of NYSE Arca Book and UTP Security from the rules of NYSE
Arca Equity [sic] in place prior to the Merger.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change does not: (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-
4(f)(6) thereunder.\15\
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\14\ 15 U.S.C. 78s(b)(3)(A)(iii).
\15\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \16\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \17\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. The
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest.
The Exchange indicates that the two definitions were omitted
inadvertently from the Merger Filing and that waiver of the operative
delay would ensure that the Exchange's rules include without delay the
definitions of terms that are used elsewhere in the Exchange's
rulebook.\18\ The Commission believes that allowing the definitions to
be incorporated into the NYSE Arca rulebook without delay would add
clarity to the rulebook and would help reduce any investor or market
participant confusion that otherwise could result. Accordingly, the
Commission hereby waives the operative delay and designates the
proposal operative upon filing.\19\
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\16\ Id.
\17\ 17 CFR 240.19b-4(f)(6)(iii).
\18\ See, e.g., Exchange Rules 1.1(ggg) (definition of
Regulatory Halt), 7.11-E (Limit Up--Limit Down Plan and Trading
Pauses in Individual Securities Due to Extraordinary Market
Volatility), 7.18-E (Halts), and 7.23-E (Obligations of Market
Makers).
\19\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings 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 [email protected]. Please include
File Number SR-NYSEArca-2017-119 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-NYSEArca-2017-119. 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
[[Page 49255]]
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-NYSEArca-2017-119 and should be submitted on or before
November 14, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-22973 Filed 10-23-17; 8:45 am]
BILLING CODE 8011-01-P
