Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5.1-E(c) Regarding the Requirements for the Listing of Securities That Are Issued by the Exchange or Any of Its Affiliates, 56290-56291 [2017-25691]

Download as PDF 56290 Federal Register / Vol. 82, No. 227 / Tuesday, November 28, 2017 / Notices A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change SECURITIES AND EXCHANGE COMMISSION [Release No. 34–82149; File No. SR– NYSEArca–2017–132] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5.1–E(c) Regarding the Requirements for the Listing of Securities That Are Issued by the Exchange or Any of Its Affiliates November 22, 2017. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on November 17, 2017, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Rule 5.1–E(c) regarding the requirements for the listing of securities that are issued by the Exchange or any of its affiliates. 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. ethrower on DSK3G9T082PROD with NOTICES II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. VerDate Sep<11>2014 19:51 Nov 27, 2017 Jkt 244001 would continue to require that the Quarterly Report be prepared for the ROC and the Annual Report be forwarded promptly to the ROC. 1. Purpose The Exchange proposes to amend Rule 5.1–E(c) (Listing of an Affiliate or Entity that Operates and/or Owns a Trading System or Facility of the Exchange) regarding the requirements for the listing of securities that are issued by the Exchange or any of its affiliates. Paragraph (c) of 5.1–E(c) sets forth certain monitoring requirements that must be met throughout the continued listing and trading of securities issued by the Exchange’s ultimate parent, Intercontinental Exchange, Inc. (‘‘ICE’’), or its affiliates. More specifically, paragraph (c)(1) and (2) of Rule 5.1–E(c) provide that, throughout the continued listing and trading of an Affiliate Security 4 on the Exchange: • The Exchange will prepare a quarterly report on the Affiliate Security (‘‘Quarterly Report’’) for the Exchange’s Regulatory Oversight Committee (‘‘ROC’’), and a copy of the Quarterly Report will be forwarded promptly to the Securities and Exchange Commission (‘‘Commission’’); and • once a year, an independent accounting firm shall review the listing standards for the Affiliate Security to insure that the issuer is in compliance with the listing requirements (‘‘Annual Report’’), and a copy of the Annual Report shall be forwarded promptly to the ROC and the Commission. The Exchange proposes to amend paragraph (c) of Rule 5.1–E(c) to remove the requirement that copies of the Quarterly and Annual Reports be forwarded to the Commission, by deleting the final sentence of Rule 5.1– E(c)(c)(1) and the text ‘‘and the Commission’’ from the end of Rule 5.1– E(c)(c)(2). In addition, because the proposed deletions would remove the definition of ‘‘Commission’’ currently in Rule 5.1–E(c)(c)(1), the Exchange proposes to add the definition to Rule 5.1–E(c)(c)(3). No other changes would be made to paragraph (c) of Rule 5.1–E(c), which 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act 5 in general, and Section 6(b)(5) 6 in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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, because the proposed changes would reduce the paperwork received by the Commission and ease the burden of submitting the Quarterly and Annual Reports, without changing the information available to the Commission. In discussions with the Commission Staff regarding Rule 5.1– E(c), it was determined that the Exchange no longer needed to provide copies of the Quarterly and Annual Reports to the Commission. The Quarterly and Annual Reports would continue to be available to the Commission, as they are subject to Section 17A of the Act 7 and Rule 17a– 1 thereunder,8 pursuant to which the Exchange is required to keep and preserve copies of the Quarterly and Annual Reports, and to promptly furnish to the Commission copies of such Reports upon request of any representative of the Commission. The Exchange believes that the proposed non-substantive change adding the definition of ‘‘Commission’’ to Rule 5.1–E(c)(c)(3) would promote just and equitable principles of trade 4 Pursuant to Rule 5.1–E(c)(a), ‘‘Affiliate Security’’ means any security issued by an ICE Affiliate or any Exchange-listed option on any such security, and ‘‘ICE Affiliate’’ means ICE and any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with ICE, where ‘‘control’’ means that one entity possesses, directly or indirectly, voting control of the other entity either through ownership of capital stock or other equity securities or through majority representation on the board of directors or other management body of such entity. PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 5 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 7 15 U.S.C. 78q. 8 17 CFR 240.17a–1. 6 15 E:\FR\FM\28NON1.SGM 28NON1 Federal Register / Vol. 82, No. 227 / Tuesday, November 28, 2017 / Notices and remove impediments to a free and open market by providing greater clarity in the Exchange’s rules. 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 Exchange Act. The proposed rule change is not intended to address competitive issues but rather to reduce the paperwork received by the Commission and ease the burden of submitting the Quarterly and Annual Reports, without changing the information available to the Commission. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 9 and Rule 19b–4(f)(6) thereunder.10 Because the proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b–4(f)(6)(iii) thereunder.11 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 ethrower on DSK3G9T082PROD with NOTICES 9 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 10 17 VerDate Sep<11>2014 19:51 Nov 27, 2017 Jkt 244001 under Section 19(b)(2)(B) 12 of the Act to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2017–132 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–2017–132. 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 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSEArca–2017–132 and 12 15 PO 00000 U.S.C. 78s(b)(2)(B). Frm 00084 Fmt 4703 Sfmt 4703 56291 should be submitted on or before December 19, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–25691 Filed 11–27–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–82145; File No. 4–714] Self-Regulatory Organizations; Miami International Securities Exchange, LLC; Notice of Filing of Proposed Minor Rule Violation Plan November 22, 2017. Pursuant to Section 19(d)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19d–1(c)(2) thereunder,2 notice is hereby given that on November 16, 2017, Miami International Securities Exchange, LLC (‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed minor rule violation plan (‘‘MRVP’’) with sanctions not exceeding $2,500 which would not be subject to the provisions of Rule 19d– 1(c)(1) of the Act 3 requiring that a selfregulatory organization (‘‘SRO’’) promptly file notice with the Commission of any final disciplinary action taken with respect to any person or organization.4 In accordance with Rule 19d–1(c)(2) under the Act,5 the Exchange proposed to designate certain specified rule violations as minor rule violations, and requested that it be relieved of the prompt reporting requirements regarding such violations, provided it gives notice of such violations to the Commission on a quarterly basis. The Exchange proposes to include in its MRVP the procedures and violations 13 17 CFR 200.30–3(a)(12). U.S.C. 78s(d)(1). 2 17 CFR 240.19d–1(c)(2). 3 17 CFR 240.19d–1(c)(1). 4 The Commission adopted amendments to paragraph (c) of Rule 19d–1 to allow SROs to submit for Commission approval plans for the abbreviated reporting of minor disciplinary infractions. See Securities Exchange Act Release No. 21013 (June 1, 1984), 49 FR 23828 (June 8, 1984). Any disciplinary action taken by an SRO against any person for violation of a rule of the SRO which has been designated as a minor rule violation pursuant to such a plan filed with and declared effective by the Commission shall not be considered ‘‘final’’ for purposes of Section 19(d)(1) of the Act if the sanction imposed consists of a fine not exceeding $2,500 and the sanctioned person has not sought an adjudication, including a hearing, or otherwise exhausted his administrative remedies. 5 17 CFR 240.19d–1(c)(2). 1 15 E:\FR\FM\28NON1.SGM 28NON1

Agencies

[Federal Register Volume 82, Number 227 (Tuesday, November 28, 2017)]
[Notices]
[Pages 56290-56291]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-25691]



[[Page 56290]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82149; File No. SR-NYSEArca-2017-132]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5.1-
E(c) Regarding the Requirements for the Listing of Securities That Are 
Issued by the Exchange or Any of Its Affiliates

November 22, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on November 17, 2017, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 5.1-E(c) regarding the 
requirements for the listing of securities that are issued by the 
Exchange or any of its affiliates. 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 Rule 5.1-E(c) (Listing of an 
Affiliate or Entity that Operates and/or Owns a Trading System or 
Facility of the Exchange) regarding the requirements for the listing of 
securities that are issued by the Exchange or any of its affiliates.
    Paragraph (c) of 5.1-E(c) sets forth certain monitoring 
requirements that must be met throughout the continued listing and 
trading of securities issued by the Exchange's ultimate parent, 
Intercontinental Exchange, Inc. (``ICE''), or its affiliates. More 
specifically, paragraph (c)(1) and (2) of Rule 5.1-E(c) provide that, 
throughout the continued listing and trading of an Affiliate Security 
\4\ on the Exchange:
---------------------------------------------------------------------------

    \4\ Pursuant to Rule 5.1-E(c)(a), ``Affiliate Security'' means 
any security issued by an ICE Affiliate or any Exchange-listed 
option on any such security, and ``ICE Affiliate'' means ICE and any 
entity that directly or indirectly, through one or more 
intermediaries, controls, is controlled by, or is under common 
control with ICE, where ``control'' means that one entity possesses, 
directly or indirectly, voting control of the other entity either 
through ownership of capital stock or other equity securities or 
through majority representation on the board of directors or other 
management body of such entity.
---------------------------------------------------------------------------

     The Exchange will prepare a quarterly report on the 
Affiliate Security (``Quarterly Report'') for the Exchange's Regulatory 
Oversight Committee (``ROC''), and a copy of the Quarterly Report will 
be forwarded promptly to the Securities and Exchange Commission 
(``Commission''); and
     once a year, an independent accounting firm shall review 
the listing standards for the Affiliate Security to insure that the 
issuer is in compliance with the listing requirements (``Annual 
Report''), and a copy of the Annual Report shall be forwarded promptly 
to the ROC and the Commission.
    The Exchange proposes to amend paragraph (c) of Rule 5.1-E(c) to 
remove the requirement that copies of the Quarterly and Annual Reports 
be forwarded to the Commission, by deleting the final sentence of Rule 
5.1-E(c)(c)(1) and the text ``and the Commission'' from the end of Rule 
5.1-E(c)(c)(2). In addition, because the proposed deletions would 
remove the definition of ``Commission'' currently in Rule 5.1-
E(c)(c)(1), the Exchange proposes to add the definition to Rule 5.1-
E(c)(c)(3).
    No other changes would be made to paragraph (c) of Rule 5.1-E(c), 
which would continue to require that the Quarterly Report be prepared 
for the ROC and the Annual Report be forwarded promptly to the ROC.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \5\ in general, and Section 
6(b)(5) \6\ in particular, in that it is designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to, and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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, 
because the proposed changes would reduce the paperwork received by the 
Commission and ease the burden of submitting the Quarterly and Annual 
Reports, without changing the information available to the Commission. 
In discussions with the Commission Staff regarding Rule 5.1-E(c), it 
was determined that the Exchange no longer needed to provide copies of 
the Quarterly and Annual Reports to the Commission. The Quarterly and 
Annual Reports would continue to be available to the Commission, as 
they are subject to Section 17A of the Act \7\ and Rule 17a-1 
thereunder,\8\ pursuant to which the Exchange is required to keep and 
preserve copies of the Quarterly and Annual Reports, and to promptly 
furnish to the Commission copies of such Reports upon request of any 
representative of the Commission.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78q.
    \8\ 17 CFR 240.17a-1.
---------------------------------------------------------------------------

    The Exchange believes that the proposed non-substantive change 
adding the definition of ``Commission'' to Rule 5.1-E(c)(c)(3) would 
promote just and equitable principles of trade

[[Page 56291]]

and remove impediments to a free and open market by providing greater 
clarity in the Exchange's rules.

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 Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather to 
reduce the paperwork received by the Commission and ease the burden of 
submitting the Quarterly and Annual Reports, without changing the 
information available to the Commission.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\11\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \12\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2017-132 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-2017-132. 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 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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-132 and should 
be submitted on or before December 19, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-25691 Filed 11-27-17; 8:45 am]
 BILLING CODE 8011-01-P