Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Exchange Rules To Delete Obsolete Cash Equities Rules That Are Not Applicable to Trading on the Pillar Trading Platform and To Delete Other Obsolete Rules, 58036-58039 [2017-26450]
Download as PDF
58036
Federal Register / Vol. 82, No. 235 / Friday, December 8, 2017 / Notices
[Release No. 34–82212; File No. SR–
NYSEAMER–2017–34]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Exchange
Rules To Delete Obsolete Cash
Equities Rules That Are Not Applicable
to Trading on the Pillar Trading
Platform and To Delete Other Obsolete
Rules
December 4, 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 November
22, 2017, NYSE American LLC
(‘‘Exchange’’ or ‘‘NYSE American’’) 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Exchange rules to delete cash equities
rules that are not applicable to trading
on the Pillar trading platform. 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.
sradovich on DSK3GMQ082PROD 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).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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• Rule 23—Equities (New York local
time).
• Rule 24—Equities (Change in
Procedure to Conform to Changes[sic]
Hours of Trading).
1. Purpose
• Rule 25—Equities (Exchange
The Exchange proposes to amend its
Liability for Legal Costs).
equity rules to delete rules that are not
• Rule 27—Equities (Regulatory
applicable to trading on the Pillar
Cooperation).
trading platform.
• Rule 28—Equities (FingerprintTo effect its transition of cash equities Based Background Checks of Exchange
trading to Pillar, the Exchange adopted
Employees and Others).
• Rule 35—Equities (Floor Employees
Pillar platform Rules 1E–13E. Because
to be Registered).
specified Exchange rules that govern
• Rule 36—Equities
trading cash equities on a Floor-based
(Communications Between Exchange
trading platform are not applicable to
and Members’ Offices).
trading on Pillar, the Exchange
• Rule 37—Equities (Visitors).
designated specified rules governing
• Rule 46—Equities (Floor Officials—
cash equities trading with the following
preamble: ‘‘this rule is not applicable to Appointments).
• Rule 46A—Equities (Executive
trading on the Pillar trading platform.’’ 4
Floor Governors).
On July 24, 2017, the Exchange
• Rule 47—Equities (Floor Officials—
transitioned all cash equities trading to
Unusual Situations).
the Pillar platform. Because the cash
• Rule 49—Equities (Exchange
equities rules that are not applicable to
trading on the Pillar trading platform are Business Continuity and Disaster
now obsolete, the Exchange proposes to Recovery Plans and Mandatory Testing).
• Rule 51—Equities (Hours for
delete the following rules in their
Business).
entirety: 5
• Rule 52—Equities (Dealings on the
• Rule 1—Equities (‘‘The Exchange
Exchange—Hours).
and Related Entities’’).
• Rule 53—Equities (Dealings on
• Rule 3—Equities (‘‘Security’’).
Floor—Securities).
• Rule 4—Equities (‘‘Stock’’).
• Rule 54—Equities (Dealings on
• Rule 5—Equities (‘‘Bond’’).
Floor—Persons).
• Rule 6—Equities (Floor).
• Rule 55—Equities (Unit of
• Rule 6A—Equities (Trading Floor).
Trading—Stocks and Bonds).
• Rule 7—Equities (Exchange BBO).
• Rule 60—Equities (Dissemination of
• Rule 11—Equities (Effect of
Quotations).
Definitions).
• Rule 61—Equities (Recognized
• Rule 12—Equities (‘‘Business Day’’).
Quotations).
• Rule 13—Equities (Orders and
• Rule 62—Equities (Variations).
Modifiers).
• Rule 67—Equities (Tick Size Pilot
• Rule 14—Equities (Non-Regular
Way Settlement Instructions for Orders). Plan).
• Rule 70—Equities (Execution of
• Rule 15—Equities (Pre-Opening
Floor broker interest).
Indications and Opening Order
• Rule 71—Equities (Precedence of
Imbalance Information).
Highest Bid and Lowest Offer).
• Rule 15A—Equities (Order
• Rule 72—Equities (Priority of Bids
Protection Rule).
• Rule 17—Equities (Use of Exchange and Offers and Allocation of
Executions).
Facilities and Vendor Services).
• Rule 73—Equities (Seller’s Option).
• Rule 18—Equities (Compensation in
• Rule 74—Equities (Publicity of Bids
Relation to Exchange System Failure).
and Offers).
• Rule 19—Equities (Locking or
• Rule 75—Equities (Disputes as to
Crossing Protected Quotations in NMS
Bids and Offers).
Stocks).
• Rule 76—Equities (‘‘Crossing’’
Orders).
4 See Securities Exchange Act Release Nos. 80590
• Rule 77—Equities (Prohibited
(May 4, 2017), 82 FR 21843 (May 10, 2017)
Dealings and Activities).
(Approval Order) and 79993 (February 9, 2017), 82
FR 10814 (February 15, 2017) (SR–NYSEMKT–
• Rule 78—Equities (Sell and Buy
2017–01) (Notice). See Securities Exchange Act
Orders Coupled at Same Price).
Release Nos. 79982 (February 7, 2017), 82 FR
• Rule 79A—Equities (Miscellaneous
105008 [sic] (February 13, 2017) (Notice) and 80577
Requirements on Stock Market
(May 2, 2017), 82 FR 21446 (May 8, 2017) (SR–
NYSEMKT–2017–04) (Approval Order).
Procedures).
5 The Exchange also proposes to delete (i) section
• Rule 80B—Equities (Trading Halts
headings if all of the rules of a section are being
Due to Extraordinary Market Volatility).
deleted and (ii) the list of rules included in a
• Rule 80C—Equities (Limit Up—
section heading if rules are being deleted from that
section.
Limit Down Plan and Trading Pauses in
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
SECURITIES AND EXCHANGE
COMMISSION
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Individual Securities Due to
Extraordinary Market Volatility).
• Rule 90—Equities (Dealings by
Members on the Exchange).
• Rule 91—Equities (Taking or
Supplying Securities Named in Order).
• Rule 93—Equities (Trading for Joint
Account).
• Rule 94—Equities (Designated
Market Makers’ or Odd-Lot Dealers’
Interest in Joint Accounts).
• Rule 95—Equities (Discretionary
Transactions).
• Rule 96—Equities (Limitation on
Members’ Trading Because of Options).
• Rule 98—Equities (Operation of a
DMM Unit).
• Rule 98A—Equities (Restrictions on
Persons or Parties Affiliated with a
DMM Unit).
• Rule 103—Equities (Registration
and Capital Requirements of DMMs and
DMM Units).
• Rule 103A—Equities (Member
Education).
• Rule 103B—Equities (Security
Allocation and Reallocation).
• Rule 104—Equities (Dealings and
Responsibilities of DMMs).
• Rule 104A—Equities (DMMs—
General).
• Rule 104B—Equities (DMM
Commisions[sic]).
• Rule 105—Equities (DMMs’ Interest
in Pools).
• Rule 106A—Equities (Taking Book
or Order of Another Member).
• Rule 107B—Equities (Supplemental
Liquidity Providers).
• Rule 107C—Equities (Retail
Liquidity Program).
• Rule 108—Equities (Limitation on
Members’ Bids and Offers).
• Rule 112—Equities (Orders Initiated
‘‘Off the Floor’’).
• Rule 113—Equities (DMM Unit’s
Public Customers).
• Rule 115A—Equities (Orders at
Opening).
• Rule 116—Equities (‘‘Stop’’
Constitutes Guarantee).
• Rule 117—Equities (Orders of
Members To Be in Writing).
• Rule 119—Equities (Change in Basis
from ‘‘And Interest’’ to ‘‘Flat’’).
• Rule 121—Equities (Records of
DMM Units).
• Rule 122—Equities (Orders with
More than One Broker).
• Rule 123—Equities (Record of
Orders).
• Rule 123A—Equities
(Miscellaneous Requirements).
• Rule 123B—Equities (Exchange
Automated Order Routing System).
• Rule 123C—Equities (The Closing
Procedures).
• Rule 123D—Equities (Openings and
Halts in Trading).
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• Rule 123E—Equities (DMM
Combination Review Policy).
• Rule 126—Equities (Odd-Lot
Dealers General).
• Rule 127—Equities (Block Crosses
Outside the Prevailing Exchange
Quotation).
• Rule 128—Equities (Clearly
Erroneous Executions for Equities).
• Rule 128A—Equities (Publication of
Transactions).
• Rule 128B—Equities (Publication of
Changes, Corrections, Cancellations or
Omissions and Verifications of
Transactions).
• Rule 130—Equities (Overnight
Comparison of Exchange Transactions).
• Rule 131—Equities (Comparison—
Requirements for Reporting Trades and
Providing Facilities).
• Rule 131A—Equities (A Member
Organization Shall Use Its Own
Mnemonic When Entering Orders).
• Rule 132—Equities (Comparison
and Settlement of Transactions Through
a Fully-Interfaced or Qualified Clearing
Agency).
• Rule 133—Equities (Comparison—
Non-cleared Transactions).
• Rule 134—Equities (Differences and
Omissions-Cleared Transactions
(‘‘QTs’’)).
• Rule 135—Equities (Differences and
Omissions—Non-cleared Transactions
(‘‘DKs’’)).
• Rule 136—Equities (Comparison—
Transactions Excluded from Clearance).
• Rule 235—Equities (Ex-Dividend,
Ex-Rights).
• Rule 300—Equities (Trading
Licenses).
• Rule 301—Equities (Qualifications
for Membership).
• Rule 303—Equities (Limitation on
Access to Floor).
• Rule 304A—Equities (Member
Examination Requirements).
• Rule 345—Equities (EmployeesRegistration, Approval, Records).
• Rule 345A—Equities (Continuing
Education for Registered Persons).
• Rule 388—Equities (Prohibition
Against Fixed Rates of Commission).
• Rule 411—Equities (Erroneous
Reports).
• Rule 440—Equities (Books and
Records).
• Rule 440B—Equities (Short Sales).
• Rule 440H—Equities (Activity
Assessment Fees).
• Rule 440I—Equities (Records of
Compensation Arrangements—Floor
Brokerage).
• Rule 460—Equities (DMMs
Participating in Contests).
• Rules 500—Equities—525—Equities
(rules governing UTP trading)
• Rule 600—Equities (Arbitration).
• Rules 900—Equities –907 Equities
(Off-Hours Trading Facility Rules)
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58037
• Rule 1000—Equities (Capital
Commitment Schedule).
• Rule 1001—Equities (Execution of
Automatically Executing Orders).
• Rule 1002—Equities (Availability of
Automatic Execution Feature).
• Rule 1004—Equities (Election of
Buy Minus and Sell Plus).
*
*
*
*
*
The Exchange also proposes to delete
Rule 424—Equities. The Exchange
believes that Rule 6.10E, regarding ETP
Holders Holding Options, addresses the
same topic, and therefore Rule 424—
Equities is no longer necessary for
trading on the Pillar trading platform.6
The Exchange also proposes to delete
Rule 438—Equities, which relates to
participating in decimal conversion
testing, because by its terms, as
specified in Supplementary Material .30
to that rule, that rule has expired
because decimal pricing has been fully
implemented.
The Exchange also proposes to delete
Equities rules that are currently
designated as ‘‘Reserved.’’ 7 The
Exchange believes it would reduce
confusion and promote transparency to
delete references to rules that do not
have any substantive content. The
Exchange further believes that because
it is transitioning to a new rule
numbering framework for cash equities
trading, maintaining these rules on a
reserved basis is no longer necessary.
6 Current Rule 424—Equities is based on New
York Stock Exchange LLC Rule 424 and has more
detailed reporting requirements than Rule 6.10E.
Current Rule 6.10E, which is based on NYSE Arca,
Inc. Rule 11.24 (formerly, NYSE Arca Equities, Inc.
Rule 6.10), sets forth the restrictions currently
applicable on other exchanges relating to the
purchase or sale of options that are not listed on
the Options Clearing Corporation. See, e.g., CBOE
BZX Exchange, Inc. Rule 12.10(a) (Options). To
align the Exchange’s rules with those of other
exchanges, the Exchange proposes to delete Rule
424—Equities.
7 See Rules 346- Equities (Deleted); Rules 348—
Equities—349—Equities; Rule 350—Equities; Rule
351—Equities; Rule 352—Equities; Rule 354—
Equities; Rules 355—Equities—374 Equities; Rules
376—Equities—381—Equities; Rule 382—Equities;
Rules 383—Equities—386—Equities; Rules 389—
Equities—391—Equities; Rule 392—Equities; Rules
393—Equities—Rule 400—Equities; Rule 401—
Equities; Rule 401A—Equities; Rule 405—Equities;
Rule 405A—Equities; 410A—Equities; Rule 413—
Equities; Rule 414—Equities; Rule 415—Equities;
Rule 417—Equities; Rule 418—Equities; Rule 419—
Equities; Rule 420—Equities; Rule 421—Equities;
Rule 423—Equities; Rules 425—Equities—429—
Equities; 440D—Equities—440E—Equities; 440F—
Equities; 440G—Equities; Rules 441—Equities—
444—Equities; Rule 445—Equities; Rule 446—
Equities; Rules 447—Equities—449—Equities; Rules
461—Equities—464—Equities; Rules 498—
Equities—499—Equities; Rules 526—Equities—
599—Equities; Rules 601—Equities—899—Equities;
and Rules 908—Equities—999—Equities. The
Exchange also proposes to delete references to the
term ‘‘Reserved’’ that do not correlate to a current
rule number.
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Federal Register / Vol. 82, No. 235 / Friday, December 8, 2017 / Notices
The Exchange also proposes a
technical, non-substantive amendment
to replace the term ‘‘Non-routable Limit
Order’’ with the term ‘‘Non-Routable
Limit Order’’ in Rules 7.31E(d)(1)(C),
7.31E(e)(1), 7.31E(j)(1), and
7.46E(f)(5)(F)(ii) and (iii). The Exchange
believes that capitalizing the term
‘‘Routable’’ is more consistent with the
naming methodology of other Exchange
order types, such as the ‘‘Non-Displayed
Limit Order,’’ as defined in Rule
7.31E(d)(1).
2. Statutory Basis
The proposed rule change is
consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),8 in general, and furthers the
objectives of Section 6(b)(5),9 in
particular, because 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 its
proposed rule change to eliminate rules
that are not applicable to trading on
Pillar would remove impediments to
and perfect the mechanism of a free and
open market and a national market
system because it would eliminate rules
that are now obsolete or that do not
have any substantive content.
Eliminating obsolete rules would reduce
potential confusion and add
transparency and clarity to the
Exchange’s rules, thereby ensuring that
members, regulators, and the public can
more easily navigate and understand the
Exchange’s rulebook.
sradovich on DSK3GMQ082PROD with NOTICES
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 any competitive issues, but
rather it is designed to eliminate
obsolete rules.
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 10 and Rule
19b–4(f)(6) thereunder.11 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.
A proposed rule change filed under
Rule 19b–4(f)(6) 12 normally does not
become operative for 30 days after the
date of the filing. However, Rule 19b–
4(f)(6)(iii) 13 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange requests that the Commission
waive the 30-day operative delay. The
Commission notes that the Exchange
represented that it has transitioned cash
equities trading to the Pillar trading
technology in July 2017. Therefore, the
Exchange’s cash equities rules that
govern floor-based trading are no longer
in effect and are therefore obsolete. The
Commission believes deleting Exchange
rules that are no longer in effect and are
obsolete would be consistent with the
protection of investors and the public
interest because it would reduce
potential confusion and add
transparency and clarity to NYSE
American’s rules. Further, the
Commission notes that Exchange Rule
438-Equities, related to participation in
decimal conversion testing, is obsolete
as decimal conversion has been
completed. Finally, the Commission
believes that the replacement of the
term ‘‘Non-routable Limit Order’’ with
the term ‘‘Non-Routable Limit Order’’ is
a non-substantive change to conform the
designation of the order type. For the
10 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
12 17 CFR 240.19b–4(f)(6).
13 17 CFR 240.19b–4(f)(6)(iii).
11 17
8 15
9 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
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foregoing reasons, the Commission finds
that waiver of the 30-day operative
delay is consistent with the protection
of investors and the public interest.
Accordingly, the Commission waives
the 30-day operative delay and
designates the proposed rule change
operative upon filing.14
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) 15 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEAMER–2017–34 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–NYSEAMER–2017–34. 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
14 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
15 15 U.S.C. 78s(b)(2)(B).
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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–NYSEAMER–2017–34 and
should be submitted on or before
December 29, 2017.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–26450 Filed 12–7–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82209; File No. SR–IEX–
2017–41]
Self-Regulatory Organizations;
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Rules 14.501(a)(4), 14.501(d), and
14.502(b) To Modify the Process IEX
Would Follow When a Company Fails
To Hold an Annual Meeting of
Shareholders, and To Correct Three
Nonsubstantive Typographical Errors
in Rules 14.502(b) and 14.504(b)
sradovich on DSK3GMQ082PROD with NOTICES
December 4, 2017.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
20, 2017, the Investors Exchange LLC
(‘‘IEX’’ or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III, below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Pursuant to the provisions of Section
19(b)(1) under the Securities Exchange
Act of 1934 (‘‘Act’’),3 and Rule 19b–4
thereunder,4 Investors Exchange LLC
(‘‘IEX’’ or ‘‘Exchange’’) is filing with the
Commission proposed rule change to
amend Rules 14.501(a)(4), 14.501(d),
and 14.502(b) to modify the process IEX
would follow when a company fails to
hold an annual meeting of shareholders,
and to correct three nonsubstantive
typographical errors in Rules 14.502(b)
and 14.504(b). The Exchange has
designated this proposal as noncontroversial and provided the
Commission with the notice required by
Rule 19b–4(f)(6)(iii) under the Act.5 The
text of the proposed rule change is
available at the Exchange’s Web site at
www.iextrading.com, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of
and basis for the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of these statement [sic] may be
examined at the places specified in Item
IV below. The self-regulatory
organization has prepared summaries,
set forth in Sections A, B, and C below,
of the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On June 17, 2016, the Commission
granted IEX’s application for registration
as a national securities exchange under
Section 6 of the Act including approval
of rules applicable to the qualification,
listing and delisting of companies on
the Exchange.6 The Exchange plans to
begin listing companies in 2018.
Each company that would list
common stock or voting preferred stock,
3 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
5 17 CFR 240.19b–4(f)(6)(iii).
6 See Securities Exchange Act Release No. 78101
(June 17, 2016), 81 FR 41141 (June 23, 2016) (File
No. 10–222).
4 17
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58039
and their equivalents, on IEX must hold
an annual meeting of shareholders no
later than one year after the end of the
company’s fiscal year and solicit proxies
for that meeting.7 An annual meeting
allows the equity owners of the
company the opportunity to elect
directors and meet with management to
discuss company affairs. Currently,
should a company fail to hold its annual
meetings as required by Rule 14.408,
staff of IEX Regulation (‘‘Staff’’) would
have no discretion to allow additional
time for the company to regain
compliance. Rather, Staff would be
required by Rule 14.501(d)(1) to issue a
Delisting Determination, subjecting the
company to immediate suspension and
delisting unless the company appeals to
the Listings Review Committee.8 IEX
proposes to amend Rules 14.501(a)(4),
14.501(d), and 14.502(b) to provide Staff
with limited discretion to grant a listed
company that failed to hold its annual
meeting of shareholders an extension of
time to comply with the requirement.9
IEX notes that the only other rule
where a company would be subject to
immediate suspension and delisting,
besides when it fails to solicit proxies
and hold an annual meeting, would be
when Staff makes a determination
pursuant to the Rule Series 14.100 that
the company’s continued listing raises a
public interest concern. Such a
determination would generally be made
only following discussion and review of
the facts and circumstances with the
company. For all other deficiencies
under Chapters 14 and 16 of the IEX
rules, a listed company is provided with
either a fixed compliance period within
which to regain compliance,10 or given
7 See Rules 14.408(a) and (b), respectively. Rule
14.407(a)(4)(D) also requires a limited partnership
to hold an annual meeting of limited partners if
required by statute or regulation in the state in
which the limited partnership is formed or doing
business or by the terms of the partnership’s limited
partnership agreement. Rule 14.407(a)(4)(F) requires
the limited partnership to distribute information
statements or proxies when a meeting of limited
partners is required. The proposed process
described herein would apply in the identical
manner to limited partnerships required to hold a
meeting as it does to other companies. See also
Rules 14.407(a)(4)(D) and (F) (partner meetings and
proxy solicitation of limited partnerships).
8 A listed company may request review of a Staff
Delisting Determination by the Listings Review
Committee. A timely request for a hearing will stay
the suspension and delisting pending the issuance
of a written Panel Decision. See Rule 14.502.
9 The Exchange notes that listed companies and
certain limited partnerships are also required to
solicit proxies and provide proxy statements for all
meetings of shareholders or partners. See Rules
14.408(b) and 14.407(a)(4)(F), respectively. A listed
company or limited partnership that has not timely
held an annual meeting has not violated the proxy
solicitation rule because no meeting has been held.
10 See Rule 14.501(d)(3).
E:\FR\FM\08DEN1.SGM
08DEN1
Agencies
[Federal Register Volume 82, Number 235 (Friday, December 8, 2017)]
[Notices]
[Pages 58036-58039]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-26450]
[[Page 58036]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82212; File No. SR-NYSEAMER-2017-34]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Exchange Rules To Delete Obsolete Cash Equities Rules That Are Not
Applicable to Trading on the Pillar Trading Platform and To Delete
Other Obsolete Rules
December 4, 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 November 22, 2017, NYSE American LLC (``Exchange'' or ``NYSE
American'') 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 Exchange rules to delete cash
equities rules that are not applicable to trading on the Pillar trading
platform. 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 its equity rules to delete rules
that are not applicable to trading on the Pillar trading platform.
To effect its transition of cash equities trading to Pillar, the
Exchange adopted Pillar platform Rules 1E-13E. Because specified
Exchange rules that govern trading cash equities on a Floor-based
trading platform are not applicable to trading on Pillar, the Exchange
designated specified rules governing cash equities trading with the
following preamble: ``this rule is not applicable to trading on the
Pillar trading platform.'' \4\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release Nos. 80590 (May 4,
2017), 82 FR 21843 (May 10, 2017) (Approval Order) and 79993
(February 9, 2017), 82 FR 10814 (February 15, 2017) (SR-NYSEMKT-
2017-01) (Notice). See Securities Exchange Act Release Nos. 79982
(February 7, 2017), 82 FR 105008 [sic] (February 13, 2017) (Notice)
and 80577 (May 2, 2017), 82 FR 21446 (May 8, 2017) (SR-NYSEMKT-2017-
04) (Approval Order).
---------------------------------------------------------------------------
On July 24, 2017, the Exchange transitioned all cash equities
trading to the Pillar platform. Because the cash equities rules that
are not applicable to trading on the Pillar trading platform are now
obsolete, the Exchange proposes to delete the following rules in their
entirety: \5\
---------------------------------------------------------------------------
\5\ The Exchange also proposes to delete (i) section headings if
all of the rules of a section are being deleted and (ii) the list of
rules included in a section heading if rules are being deleted from
that section.
---------------------------------------------------------------------------
Rule 1--Equities (``The Exchange and Related Entities'').
Rule 3--Equities (``Security'').
Rule 4--Equities (``Stock'').
Rule 5--Equities (``Bond'').
Rule 6--Equities (Floor).
Rule 6A--Equities (Trading Floor).
Rule 7--Equities (Exchange BBO).
Rule 11--Equities (Effect of Definitions).
Rule 12--Equities (``Business Day'').
Rule 13--Equities (Orders and Modifiers).
Rule 14--Equities (Non-Regular Way Settlement Instructions
for Orders).
Rule 15--Equities (Pre-Opening Indications and Opening
Order Imbalance Information).
Rule 15A--Equities (Order Protection Rule).
Rule 17--Equities (Use of Exchange Facilities and Vendor
Services).
Rule 18--Equities (Compensation in Relation to Exchange
System Failure).
Rule 19--Equities (Locking or Crossing Protected
Quotations in NMS Stocks).
Rule 23--Equities (New York local time).
Rule 24--Equities (Change in Procedure to Conform to
Changes[sic] Hours of Trading).
Rule 25--Equities (Exchange Liability for Legal Costs).
Rule 27--Equities (Regulatory Cooperation).
Rule 28--Equities (Fingerprint-Based Background Checks of
Exchange Employees and Others).
Rule 35--Equities (Floor Employees to be Registered).
Rule 36--Equities (Communications Between Exchange and
Members' Offices).
Rule 37--Equities (Visitors).
Rule 46--Equities (Floor Officials--Appointments).
Rule 46A--Equities (Executive Floor Governors).
Rule 47--Equities (Floor Officials--Unusual Situations).
Rule 49--Equities (Exchange Business Continuity and
Disaster Recovery Plans and Mandatory Testing).
Rule 51--Equities (Hours for Business).
Rule 52--Equities (Dealings on the Exchange--Hours).
Rule 53--Equities (Dealings on Floor--Securities).
Rule 54--Equities (Dealings on Floor--Persons).
Rule 55--Equities (Unit of Trading--Stocks and Bonds).
Rule 60--Equities (Dissemination of Quotations).
Rule 61--Equities (Recognized Quotations).
Rule 62--Equities (Variations).
Rule 67--Equities (Tick Size Pilot Plan).
Rule 70--Equities (Execution of Floor broker interest).
Rule 71--Equities (Precedence of Highest Bid and Lowest
Offer).
Rule 72--Equities (Priority of Bids and Offers and
Allocation of Executions).
Rule 73--Equities (Seller's Option).
Rule 74--Equities (Publicity of Bids and Offers).
Rule 75--Equities (Disputes as to Bids and Offers).
Rule 76--Equities (``Crossing'' Orders).
Rule 77--Equities (Prohibited Dealings and Activities).
Rule 78--Equities (Sell and Buy Orders Coupled at Same
Price).
Rule 79A--Equities (Miscellaneous Requirements on Stock
Market Procedures).
Rule 80B--Equities (Trading Halts Due to Extraordinary
Market Volatility).
Rule 80C--Equities (Limit Up--Limit Down Plan and Trading
Pauses in
[[Page 58037]]
Individual Securities Due to Extraordinary Market Volatility).
Rule 90--Equities (Dealings by Members on the Exchange).
Rule 91--Equities (Taking or Supplying Securities Named in
Order).
Rule 93--Equities (Trading for Joint Account).
Rule 94--Equities (Designated Market Makers' or Odd-Lot
Dealers' Interest in Joint Accounts).
Rule 95--Equities (Discretionary Transactions).
Rule 96--Equities (Limitation on Members' Trading Because
of Options).
Rule 98--Equities (Operation of a DMM Unit).
Rule 98A--Equities (Restrictions on Persons or Parties
Affiliated with a DMM Unit).
Rule 103--Equities (Registration and Capital Requirements
of DMMs and DMM Units).
Rule 103A--Equities (Member Education).
Rule 103B--Equities (Security Allocation and
Reallocation).
Rule 104--Equities (Dealings and Responsibilities of
DMMs).
Rule 104A--Equities (DMMs--General).
Rule 104B--Equities (DMM Commisions[sic]).
Rule 105--Equities (DMMs' Interest in Pools).
Rule 106A--Equities (Taking Book or Order of Another
Member).
Rule 107B--Equities (Supplemental Liquidity Providers).
Rule 107C--Equities (Retail Liquidity Program).
Rule 108--Equities (Limitation on Members' Bids and
Offers).
Rule 112--Equities (Orders Initiated ``Off the Floor'').
Rule 113--Equities (DMM Unit's Public Customers).
Rule 115A--Equities (Orders at Opening).
Rule 116--Equities (``Stop'' Constitutes Guarantee).
Rule 117--Equities (Orders of Members To Be in Writing).
Rule 119--Equities (Change in Basis from ``And Interest''
to ``Flat'').
Rule 121--Equities (Records of DMM Units).
Rule 122--Equities (Orders with More than One Broker).
Rule 123--Equities (Record of Orders).
Rule 123A--Equities (Miscellaneous Requirements).
Rule 123B--Equities (Exchange Automated Order Routing
System).
Rule 123C--Equities (The Closing Procedures).
Rule 123D--Equities (Openings and Halts in Trading).
Rule 123E--Equities (DMM Combination Review Policy).
Rule 126--Equities (Odd-Lot Dealers General).
Rule 127--Equities (Block Crosses Outside the Prevailing
Exchange Quotation).
Rule 128--Equities (Clearly Erroneous Executions for
Equities).
Rule 128A--Equities (Publication of Transactions).
Rule 128B--Equities (Publication of Changes, Corrections,
Cancellations or Omissions and Verifications of Transactions).
Rule 130--Equities (Overnight Comparison of Exchange
Transactions).
Rule 131--Equities (Comparison--Requirements for Reporting
Trades and Providing Facilities).
Rule 131A--Equities (A Member Organization Shall Use Its
Own Mnemonic When Entering Orders).
Rule 132--Equities (Comparison and Settlement of
Transactions Through a Fully-Interfaced or Qualified Clearing Agency).
Rule 133--Equities (Comparison--Non-cleared Transactions).
Rule 134--Equities (Differences and Omissions-Cleared
Transactions (``QTs'')).
Rule 135--Equities (Differences and Omissions--Non-cleared
Transactions (``DKs'')).
Rule 136--Equities (Comparison--Transactions Excluded from
Clearance).
Rule 235--Equities (Ex-Dividend, Ex-Rights).
Rule 300--Equities (Trading Licenses).
Rule 301--Equities (Qualifications for Membership).
Rule 303--Equities (Limitation on Access to Floor).
Rule 304A--Equities (Member Examination Requirements).
Rule 345--Equities (Employees- Registration, Approval,
Records).
Rule 345A--Equities (Continuing Education for Registered
Persons).
Rule 388--Equities (Prohibition Against Fixed Rates of
Commission).
Rule 411--Equities (Erroneous Reports).
Rule 440--Equities (Books and Records).
Rule 440B--Equities (Short Sales).
Rule 440H--Equities (Activity Assessment Fees).
Rule 440I--Equities (Records of Compensation
Arrangements--Floor Brokerage).
Rule 460--Equities (DMMs Participating in Contests).
Rules 500--Equities--525--Equities (rules governing UTP
trading)
Rule 600--Equities (Arbitration).
Rules 900--Equities -907 Equities (Off-Hours Trading
Facility Rules)
Rule 1000--Equities (Capital Commitment Schedule).
Rule 1001--Equities (Execution of Automatically Executing
Orders).
Rule 1002--Equities (Availability of Automatic Execution
Feature).
Rule 1004--Equities (Election of Buy Minus and Sell Plus).
* * * * *
The Exchange also proposes to delete Rule 424--Equities. The
Exchange believes that Rule 6.10E, regarding ETP Holders Holding
Options, addresses the same topic, and therefore Rule 424--Equities is
no longer necessary for trading on the Pillar trading platform.\6\ The
Exchange also proposes to delete Rule 438--Equities, which relates to
participating in decimal conversion testing, because by its terms, as
specified in Supplementary Material .30 to that rule, that rule has
expired because decimal pricing has been fully implemented.
---------------------------------------------------------------------------
\6\ Current Rule 424--Equities is based on New York Stock
Exchange LLC Rule 424 and has more detailed reporting requirements
than Rule 6.10E. Current Rule 6.10E, which is based on NYSE Arca,
Inc. Rule 11.24 (formerly, NYSE Arca Equities, Inc. Rule 6.10), sets
forth the restrictions currently applicable on other exchanges
relating to the purchase or sale of options that are not listed on
the Options Clearing Corporation. See, e.g., CBOE BZX Exchange, Inc.
Rule 12.10(a) (Options). To align the Exchange's rules with those of
other exchanges, the Exchange proposes to delete Rule 424--Equities.
---------------------------------------------------------------------------
The Exchange also proposes to delete Equities rules that are
currently designated as ``Reserved.'' \7\ The Exchange believes it
would reduce confusion and promote transparency to delete references to
rules that do not have any substantive content. The Exchange further
believes that because it is transitioning to a new rule numbering
framework for cash equities trading, maintaining these rules on a
reserved basis is no longer necessary.
---------------------------------------------------------------------------
\7\ See Rules 346- Equities (Deleted); Rules 348--Equities--
349--Equities; Rule 350--Equities; Rule 351--Equities; Rule 352--
Equities; Rule 354--Equities; Rules 355--Equities--374 Equities;
Rules 376--Equities--381--Equities; Rule 382--Equities; Rules 383--
Equities--386--Equities; Rules 389--Equities--391--Equities; Rule
392--Equities; Rules 393--Equities--Rule 400--Equities; Rule 401--
Equities; Rule 401A--Equities; Rule 405--Equities; Rule 405A--
Equities; 410A--Equities; Rule 413--Equities; Rule 414--Equities;
Rule 415--Equities; Rule 417--Equities; Rule 418--Equities; Rule
419--Equities; Rule 420--Equities; Rule 421--Equities; Rule 423--
Equities; Rules 425--Equities--429--Equities; 440D--Equities--440E--
Equities; 440F--Equities; 440G--Equities; Rules 441--Equities--444--
Equities; Rule 445--Equities; Rule 446--Equities; Rules 447--
Equities--449--Equities; Rules 461--Equities--464--Equities; Rules
498--Equities--499--Equities; Rules 526--Equities--599--Equities;
Rules 601--Equities--899--Equities; and Rules 908--Equities--999--
Equities. The Exchange also proposes to delete references to the
term ``Reserved'' that do not correlate to a current rule number.
---------------------------------------------------------------------------
[[Page 58038]]
The Exchange also proposes a technical, non-substantive amendment
to replace the term ``Non-routable Limit Order'' with the term ``Non-
Routable Limit Order'' in Rules 7.31E(d)(1)(C), 7.31E(e)(1),
7.31E(j)(1), and 7.46E(f)(5)(F)(ii) and (iii). The Exchange believes
that capitalizing the term ``Routable'' is more consistent with the
naming methodology of other Exchange order types, such as the ``Non-
Displayed Limit Order,'' as defined in Rule 7.31E(d)(1).
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act''),\8\ in general, and
furthers the objectives of Section 6(b)(5),\9\ in particular, because
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.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that its proposed rule change to eliminate
rules that are not applicable to trading on Pillar would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because it would eliminate rules that are now
obsolete or that do not have any substantive content. Eliminating
obsolete rules would reduce potential confusion and add transparency
and clarity to the Exchange's rules, thereby ensuring that members,
regulators, and the public can more easily navigate and understand the
Exchange's rulebook.
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 any competitive issues, but rather it is
designed to eliminate obsolete rules.
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 \10\ and Rule 19b-4(f)(6) thereunder.\11\
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.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78s(b)(3)(A)(iii).
\11\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally
does not become operative for 30 days after the date of the filing.
However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange requests that the
Commission waive the 30-day operative delay. The Commission notes that
the Exchange represented that it has transitioned cash equities trading
to the Pillar trading technology in July 2017. Therefore, the
Exchange's cash equities rules that govern floor-based trading are no
longer in effect and are therefore obsolete. The Commission believes
deleting Exchange rules that are no longer in effect and are obsolete
would be consistent with the protection of investors and the public
interest because it would reduce potential confusion and add
transparency and clarity to NYSE American's rules. Further, the
Commission notes that Exchange Rule 438-Equities, related to
participation in decimal conversion testing, is obsolete as decimal
conversion has been completed. Finally, the Commission believes that
the replacement of the term ``Non-routable Limit Order'' with the term
``Non-Routable Limit Order'' is a non-substantive change to conform the
designation of the order type. For the foregoing reasons, the
Commission finds that waiver of the 30-day operative delay is
consistent with the protection of investors and the public interest.
Accordingly, the Commission waives the 30-day operative delay and
designates the proposed rule change operative upon filing.\14\
---------------------------------------------------------------------------
\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
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) \15\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------
\15\ 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSEAMER-2017-34 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-NYSEAMER-2017-34. 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
[[Page 58039]]
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-
NYSEAMER-2017-34 and should be submitted on or before December 29,
2017.
---------------------------------------------------------------------------
\16\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-26450 Filed 12-7-17; 8:45 am]
BILLING CODE 8011-01-P