Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To List and Trade Under BZX Rule 14.11(d)(2)(K)(i) Shares of the iPath S&P MLP ETN Issued by Barclays Bank PLC, 20169-20173 [2019-09373]

Download as PDF khammond on DSKBBV9HB2PROD with NOTICES Federal Register / Vol. 84, No. 89 / Wednesday, May 8, 2019 / Notices established and maintained by professional services employers as listed in section 4021(b)(13); and (4) Puerto Rico-based plans within the meaning of section 1022(i)(1) of ERISA. PBGC needs this information collection to determine whether a plan is covered or not covered under title IV. Information provided to PBGC would be confidential to the extent provided in the Freedom of Information Act and the Privacy Act. On December 4, 2018, PBGC published in the Federal Register (at 83 FR 62629) a notice informing the public of its intent to request an approval of this collection of information. PBGC received comments from three commenters about this collection of information. One commenter expressed approval for the creation of the form for its intended purpose. The other two commenters recommended some changes. After consideration of these recommendations, PBGC made some changes to the form and instructions. Among the changes, in response to a suggestion to allow a plan not yet in existence to request a coverage determination, PBGC modified the form and instructions to enable certain plans not yet established to use the form to request an opinion from PBGC. The instructions now explain that, under a pilot program, a plan that is proposed but not yet established may request an opinion from PBGC as to whether the sponsoring employer is a professional service employer under section 4021(b)(13) of ERISA or whether all participants are substantial owners under section 4021(b)(9). The comments and PBGC’s rationale for its decisions are discussed in the supporting statement submitted to OMB for this information collection. PBGC is requesting that OMB approve of the collection for three years. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. PBGC estimates that 425 forms would be submitted each year. PBGC estimates that each form would require approximately 20 hours to complete by a combination of plan office staff (50%) and outside professionals (attorneys and actuaries) (50%). PBGC estimates an annual hour burden of 4,250 hours (based on plan office time). The estimated dollar equivalent of this hour burden, based on an assumed hourly rate of $75 for administrative, clerical, and supervisory time is $318,750. PBGC estimates an annual cost burden of $1,487,500 (based on 4,250 professional VerDate Sep<11>2014 16:57 May 07, 2019 Jkt 247001 hours assuming an average hourly rate of $350). Issued in Washington, DC. Hilary Duke, Assistant General Counsel for Regulatory Affairs, Pension Benefit Guaranty Corporation. [FR Doc. 2019–09394 Filed 5–7–19; 8:45 am] BILLING CODE 7709–02–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–85760; File No. SR– CboeBZX–2019–032] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To List and Trade Under BZX Rule 14.11(d)(2)(K)(i) Shares of the iPath S&P MLP ETN Issued by Barclays Bank PLC May 2, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 25, 2019, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) 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 Exchange. The Exchange filed the proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 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 proposed rule change to list and trade under BZX Rule 14.11(d)(2)(K)(i) shares of the iPath S&P MLP ETN (the ‘‘Notes’’) issued by Barclays Bank PLC (‘‘Barclays’’ or the ‘‘Issuer’’), which are currently listed on NYSE Arca, Inc. (‘‘Arca’’). 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 also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/bzx/), at 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 5 17 CFR 240.19b–4(f)(6)(iii). 2 17 PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 20169 the Exchange’s Office of the Secretary, 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 Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade the Notes 6 on the Exchange. The Exchange is submitting this proposed rule change because the Index 7 does not currently meet all of the ‘‘generic’’ listing requirements of BZX 14.11(d)(2)(K)(i)(a)(2) 8 applicable to the listing of Equity Index-Linked Securities. The Index meets all requirements of Rule 14.11(d)(2)(K)(i) except for Rule 14.11(d)(2)(K)(i)(a)(2)(C) 9 and will 6 The Exchange notes that the Notes are currently listed on Arca pursuant to that exchange’s generic listing standards. 7 The index underlying the Notes is the S&P MLP Index (the ‘‘Index’’). The Index is designed to provide exposure to leading partnerships that trade on major U.S. exchanges and are classified in the GICS Energy Sector and GICS Gas Utilities Industry according to the Global Industry Classification Standard. It includes both master limited partnerships (‘‘MLPs’’) and publicly traded limited liability companies which have a similar legal structure to MLPs and share the same tax benefits as MLPs (the ‘‘Index Constituents’’). The Index is calculated, maintained and published by S&P Dow Jones Indices LLC (the ‘‘Index Provider’’). The composition of the Index is rebalanced annually after the market close of the third Friday of October. 8 The Commission approved BZX Rule 14.11(d) in Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR– BATS–2011–018). 9 BZX Rule 14.11(d)(2)(K)(i)(a)(2)(C) provides that no underlying component security (excluding Derivative Securities Products and Linked Securities) will represent more than 25% of the weight of the index, and, to the extent applicable, the five highest weighted component securities in the index (excluding Derivative Securities Products and Linked Securities) do not in the aggregate account for more than 50% of the weight of the index (60% for an index consisting of fewer than 25 component securities). Specifically, the five highest weighted component securities in the Index, as defined below, represent 52% of the weight of the Index. E:\FR\FM\08MYN1.SGM 08MYN1 20170 Federal Register / Vol. 84, No. 89 / Wednesday, May 8, 2019 / Notices khammond on DSKBBV9HB2PROD with NOTICES continue to meet all other requirements of Rule 14.11(d)(2)(K)(i) on an ongoing basis. The Exchange notes that the Notes are currently listed on Arca and the Notes are already trading on the Exchange pursuant to unlisted trading privileges, as provided in Rule 14.11(j). Specifically, the Exchange submits this rule filing because the Index exceeds the concentration limitation for initial listing on the Exchange included in Rule 14.11(d)(2)(K)(i)(a)(2)(C) by less than 3%. The Notes will meet the continued listing standards applicable to Equity Index-Linked Securities under Rule 14.11(d)(2)(K)(i)(b)(1)(A) 10 on a continuous basis, even though the Index does not currently meet the initial listing requirements under the Initial Listing Rule. Upon rebalance in October 2019, the Index will meet the concentration limitations applicable under both the Initial Listing Rule and the Continued Listing Rule and would be able to list on the Exchange pursuant to the generic listing standards applicable to Equity Index-Linked Securities at that time.11 However, the five highest dollar weighted components in the Index currently represent 52.82% of the weight of the Index. As such, the Exchange is submitting this proposal in order to allow the Notes to list and trade on the Exchange pursuant to Rule 14.11(d)(2)(K)(i) in a manner identical to the way that the Notes are currently listed on Arca— pursuant to the generic listing standards applicable to Equity Index-Linked Securities with the obligation to comply with all continued listing obligations under that rule. In the event that the Index does not meet the requirements of Rule 14.11(d)(2)(K)(i)(b)(1)(B) upon rebalance or the Index or Notes fail to meet any other continued listing obligation under Rule 14.11(d), the Exchange will initiate delisting proceedings pursuant to Rule 14.12. All statements and representations made in this filing regarding (a) the description of the Index, (b) limitations on Index or portfolio holdings or 10 Rule 14.11(d)(2)(K)(i)(b)(1)(A) (the ‘‘Continued Listing Rule’’) is substantively identical to the initial listing requirements under Rule 14.11(d)(2)(K)(i)(a)(2)(C) (the ‘‘Initial Listing Rule’’) except that the Continued Listing Rule provides that the concentration requirements need only be satisfied at the time an index is rebalanced. 11 As further described below, the Index methodology provides that at each annual rebalancing, no stock can have a weight of more than 15% in the Index and all stocks with a weight greater than 4.5%, based on float-adjusted market capitalization, are not allowed, as a group, to exceed 45% of the Index. As such, the Index methodology will definitively prevent the Index from exceeding the concentration limitations in the Continued Listing Rule upon rebalance. VerDate Sep<11>2014 16:57 May 07, 2019 Jkt 247001 reference assets, (c) the dissemination and availability of the Index, and reference assets; or (d) the applicability of Exchange rules and surveillance procedures shall constitute continued listing requirements for listing the Notes on the Exchange. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Notes to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will surveil for compliance with the continued listing requirements. S&P MLP Index The Index is designed to provide exposure to leading partnerships that trade on major U.S. exchanges and are classified in the GICS Energy Sector and GICS Gas Utilities Industry according to the Global Industry Classification Standard. It includes both MLPs and publicly traded limited liability companies which have a similar legal structure to MLPs and share the same tax benefits as MLPs. The Index is calculated, maintained and published by S&P Dow Jones Indices LLC. The composition of the Index is rebalanced annually after the market close of the third Friday of October. To qualify for membership in the Index, a stock must satisfy the following criteria: (i) Be a publicly traded partnership with either a master limited partnership or a limited liability company structure; (ii) be listed on the NYSE (including NYSE Arca), the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Select Market or the NASDAQ Capital Market; and (iii) belong to the GICS Energy Sector (GICS Code 10) or Gas Utilities Industry (GICS Code 551020). At each annual rebalancing, a company in the qualifying universe is added to the Index if it meets the following requirements: (i) Floatadjusted market capitalization of at least US $300 million as of the rebalancing reference date; and (ii) average daily value traded above US $2 million for the three months prior to the rebalancing reference date. No additions are made to the Index between rebalancing. The Index methodology employs a modified market capitalizationweighting scheme, using the divisor methodology used in most S&P Dow Jones equity indices. At each annual rebalancing, no stock can have a weight of more than 15% in the Index and all stocks with a weight greater than 4.5%, based on float-adjusted market capitalization, are not allowed, as a group, to exceed 45% of the Index. PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 Availability of Information The website for the Notes, www.ipathetn.com, is publicly available and includes a form of the prospectus for the Notes that may be downloaded. Daily trading volume information for the Notes will also be available in the financial section of newspapers, through subscription services such as Bloomberg, Thomson Reuters, and International Data Corporation, which can be accessed by authorized participants and other investors, as well as through other electronic services, including major public websites. The website and information will be publicly available at no charge. The value, components, and percentage weightings of the Index will be calculated and disseminated at least once daily and will be available from major market data vendors. Rules governing the Index are available on the Index Provider’s website, https:// us.spindices.com/. Quotation and last sale information for the Notes will be available via the Consolidated Tape Association (‘‘CTA’’) high speed line. The Index value, calculated and disseminated at least every 15-seconds, as well as the components of the Index and their percentage weighting, will be available from major market data vendors. Trading Halts With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Notes. The Exchange will halt trading in the Notes under the conditions specified in BZX Rule 11.18. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Notes inadvisable. These may include: (1) The extent to which trading is not occurring in the securities composing the Index; or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. Trading Rules The Exchange deems the Notes to be equity securities, thus rendering trading in the Notes subject to the Exchange’s existing rules governing the trading of equity securities. The Exchange will allow trading in the Notes from 8:00 a.m. until 5:00 p.m. Eastern time and has the appropriate rules to facilitate transactions in the Notes during all trading sessions. As provided in BZX Rule 11.11(a), the minimum price variation for quoting and entry of orders in securities traded on the Exchange is E:\FR\FM\08MYN1.SGM 08MYN1 Federal Register / Vol. 84, No. 89 / Wednesday, May 8, 2019 / Notices $0.01, with the exception of securities that are priced less than $1.00, for which the minimum price variation for order entry is $0.0001. Information Circular Prior to the commencement of listing on the Exchange, the Exchange will inform its members in an Information Circular of the special characteristics and risks associated with trading the Notes. Such Information Circular will include information related to: (a) The special risks of trading the Notes; (b) the Exchange Rules that will apply to the Notes, including Rule 3.7, which imposes suitability obligations on Exchange members with respect to recommending transactions in the Shares to customers; (c) information about the dissemination of the value of the Index; and (d) the risks involved in trading the Shares during the PreOpening 12 and After Hours Trading Sessions 13 when the value of the Index will not be calculated or publicly disseminated. khammond on DSKBBV9HB2PROD with NOTICES Surveillance The Exchange believes that its surveillance procedures are adequate to properly monitor the trading of the Notes on the Exchange during all trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws. Trading of the Notes through the Exchange will be subject to the Exchange’s surveillance procedures for derivative products, including Linked Securities. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Notes to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Exchange Act, the Exchange will surveil for compliance with the continued listing requirements. If the Notes are not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures for the Notes under Exchange Rule 14.12. The Exchange or the Financial Industry Regulatory Authority (‘‘FINRA’’), on behalf of the Exchange, or both, will communicate as needed regarding trading in the Notes and the Index Constituents with other markets or other entities that are members of the Intermarket Surveillance Group (‘‘ISG’’) or with which the Exchange has in place a comprehensive surveillance sharing agreement, and may obtain trading 12 The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. Eastern Time. 13 The After Hours Trading Session is from 4:00 p.m. to 8:00 p.m. Eastern Time. VerDate Sep<11>2014 16:57 May 07, 2019 Jkt 247001 information regarding trading in the Notes from such markets or entities.14 The Exchange prohibits the distribution of material non-public information by its employees. The Index Provider is not a registered broker-dealer and is not affiliated with a broker-dealer. In the event that the Index Provider becomes a broker-dealer or becomes affiliated with a broker-dealer, the Index Provider will implement and maintain a fire wall with respect to its relevant personnel regarding access to information concerning the composition and/or changes to the Index. In addition, the Index Provider has implemented and will maintain procedures around the relevant personnel that are designed to prevent the use and dissemination of material, non-public information regarding the Index. 2. Statutory Basis The Exchange believes that the proposal is consistent with Section 6(b) of the Act 15 in general and Section 6(b)(5) of the Act 16 in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. Specifically, the Exchange believes that the proposal is consistent with the Act because of the near-miss nature of the Index exceeding the concentration limitation in the Initial Listing Rule by less than 3% and the Notes will meet the continued listing standards applicable to Equity Index-Linked Securities under Rule 14.11(d)(2)(K)(i)(b)(1)(A) on a continuous basis. The Exchange points out that the Notes will meet the continued listing standards at all times that they are listed on the Exchange and the period of non-compliance will be a relatively short time—the Index will meet the initial listing standards upon rebalance in October 2019. As such, the Exchange believes that this proposal is consistent with the Act and raises no substantive issues for the Commission to consider. Further, the Exchange believes that its surveillance procedures are adequate to properly monitor the trading of the Notes on the Exchange during all 14 The Exchange notes that all Index Constituents are required to be listed on a U.S. national securities exchange. 15 15 U.S.C. 78f. 16 15 U.S.C. 78f(b)(5). PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 20171 trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws. Trading of the Notes through the Exchange will be subject to the Exchange’s surveillance procedures for derivative products, including Linked Securities. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Notes to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Exchange Act, the Exchange will surveil for compliance with the continued listing requirements. If the Notes are not in compliance with the continued listing requirements, the Exchange will commence delisting procedures for the Notes under Exchange Rule 14.12. FINRA conducts certain cross-market surveillances on behalf of the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under the regulatory services agreement. The Exchange or FINRA, on behalf of the Exchange, or both, will communicate as needed regarding trading in the Notes and the Index Constituents with other markets or other entities that are members of the ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement, and may obtain trading information regarding trading in the Notes from such markets or entities. The Exchange prohibits the distribution of material non-public information by its employees. The Index Provider is not a registered broker-dealer and is not affiliated with a broker-dealer. In the event that the Index Provider becomes a broker-dealer or becomes affiliated with a broker-dealer, the Index Provider will implement and maintain a fire wall with respect to its relevant personnel regarding access to information concerning the composition and/or changes to the Index. In addition, the Index Provider has implemented and will maintain procedures around the relevant personnel that are designed to prevent the use and dissemination of material, non-public information regarding the Index. The Index value, calculated and disseminated at least every 15-seconds, as well as the components of the Index and their percentage weighting, will be available from major market data vendors. The proposed rule change is designed to promote just and equitable principles of trade and to protect investors and the public interest. In addition, a large amount of information is publicly available regarding the Notes, thereby promoting market transparency. Information regarding market price and E:\FR\FM\08MYN1.SGM 08MYN1 20172 Federal Register / Vol. 84, No. 89 / Wednesday, May 8, 2019 / Notices trading volume of the Notes will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services, and quotation and last sale information will be available via the CTA high-speed line. The website for the Notes will include the prospectus and additional relevant data. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Notes. Trading also may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Notes inadvisable. If the Index value is not being disseminated as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the Index value occurs. If the interruption to the dissemination of the Index value persists past the trading day in which it occurred, the Exchange will halt trading. Trading in the Notes will be halted if the circuit breaker parameters in BZX Rule 11.18 have been reached or because of market conditions or for reasons that, in the view of the Exchange, make trading in the Notes inadvisable. In addition, investors will have ready access to information regarding Index, quotation, and last sale information for the Notes. The proposed rule change is designed to perfect the mechanism of a free and open market and, in general, to protect investors and the public interest in that it will facilitate the transfer of the listing of an exchange-traded product that will enhance competition among market participants, to the benefit of investors and the marketplace. As noted above, the Exchange has in place surveillance procedures relating to trading in the Notes and may obtain information via ISG from other exchanges that are members of ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement. khammond on DSKBBV9HB2PROD 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 purpose of the Act. The Exchange notes that the proposed rule change, rather, will facilitate the transfer from Arca and listing of an additional exchange-traded product on the Exchange, which will enhance competition among listing venues, to the benefit of issuers, investors, and the marketplace more broadly. VerDate Sep<11>2014 16:57 May 07, 2019 Jkt 247001 C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 17 and Rule 19b– 4(f)(6) thereunder.18 A proposed rule change filed under Rule 19b–4(f)(6) 19 normally does not become operative for 30 days after the date of the filing. However, Rule 19b– 4(f)(6)(iii) 20 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 Exchange represents that the Notes are currently listed on Arca and are trading on the Exchange pursuant to unlisted trading privileges, and the Exchange asserts that waiver of the operative delay would permit the Notes to list and continue to trade on the Exchange without undue delay. The Exchange further represents (1) that, while the Notes do not currently satisfy the relevant concentration limit in the Exchange’s Initial Listing Rule, the underlying Index currently exceeds that limit by less than three percentage points; 21 (2) that, upon rebalancing in October 2019, the Index will meet the relevant concentration limit in the Initial Listing Rule; 22 and (3) that the Notes would currently meet the Exchange’s applicable continued listing standards and would, upon listing, do so on a continuous basis. The Commission 17 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of 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. 19 17 CFR 240.19b–4(f)(6). 20 17 CFR 240.19b–4(f)(6)(iii). 21 See supra note 10 and accompanying text. 22 See supra note 11 and accompanying text. 18 17 PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 believes that, under these circumstances, waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. For these reasons, the Commission hereby waives the 30-day operative delay and designates the proposed rule change to be operative upon filing.23 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission will 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– CboeBZX–2019–032 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–CboeBZX–2019–032. 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 website (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 23 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\08MYN1.SGM 08MYN1 Federal Register / Vol. 84, No. 89 / Wednesday, May 8, 2019 / Notices those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website 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–CboeBZX–2019–032 and should be submitted on or before May 29, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.24 Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–09373 Filed 5–7–19; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–85764; File No. SR–FINRA– 2019–015] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Update the FINRA Manual To Reflect FINRA’s New Subsidiary, FINRA CAT, LLC khammond on DSKBBV9HB2PROD with NOTICES May 2, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 24, 2019, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as concerned solely with the administration of the self-regulatory organization under Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(3) thereunder,4 which renders CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(3). 1 15 VerDate Sep<11>2014 16:57 May 07, 2019 Jkt 247001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change FINRA is proposing to update the FINRA Manual to reflect FINRA’s new subsidiary, FINRA CAT, LLC. Specifically, the proposed rule change would codify the delegation of specific responsibilities and functions to FINRA CAT, LLC under the Plan of Allocation and Delegation of Functions by FINRA (‘‘Delegation Plan’’); make conforming amendments to the Delegation Plan to reflect FINRA CAT, LLC; amend the ByLaws of FINRA Regulation, Inc. (‘‘FINRA Regulation By-Laws’’) to make relevant conforming amendments; and make conforming amendments to FINRA rules. The text of the proposed rule change is available on FINRA’s website at https://www.finra.org, at the principal office of FINRA 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 SECURITIES AND EXCHANGE COMMISSION 24 17 the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. In its filing with the Commission, FINRA included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FINRA 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 Background FINRA and the national securities exchanges (collectively, the ‘‘Participants’’) 5 filed with the Commission, pursuant to Section 11A of 5 Specifically, the Participants are BOX Exchange LLC, Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., FINRA, Investors Exchange LLC, Miami International Securities Exchange, LLC, MIAX Emerald, LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC, Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, New York Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc., NYSE Chicago, Inc. and NYSE National, Inc. PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 20173 the Exchange Act 6 and Rule 608 of Regulation NMS thereunder,7 the National Market System Plan Governing the Consolidated Audit Trail (the ‘‘CAT NMS Plan’’ or ‘‘Plan’’).8 The Participants filed the Plan to comply with Rule 613 of Regulation NMS under the Exchange Act.9 The Plan was published for comment in the Federal Register on May 17, 2016,10 and approved by the Commission, as modified, on November 15, 2016.11 The Participants jointly own and operate CAT NMS, LLC, a company formed by the Participants to arrange for and oversee the creation, implementation, and maintenance of the consolidated audit trail (‘‘CAT’’) as required under Rule 613, and the CAT is a facility of each Participant.12 The CAT is intended to capture in a single consolidated data source customer and order event information for orders in NMS Securities and OTC Equity Securities, across all markets, from the time of order inception through routing, cancellation, modification, or execution.13 The Plan requires the Participants to select a Plan Processor to perform the CAT processing functions required by SEC Rule 613 and as set forth in the Plan.14 On February 1, 2019, CAT NMS, LLC confirmed that it would be transitioning the CAT project to a new Plan Processor, and on February 27, 2019, announced that it had selected FINRA as the Plan Processor.15 In its capacity as Plan Processor, FINRA is responsible for the development and 6 15 U.S.C. 78k–1. CFR 242.608. 8 See Letter from the Participants to Brent J. Fields, Secretary, Commission, dated September 30, 2014; and Letter from Participants to Brent J. Fields, Secretary, Commission, dated February 27, 2015. On December 23, 2015, the Participants submitted an amendment to the CAT NMS Plan. See Letter from Participants to Brent J. Fields, Secretary, Commission, dated December 23, 2015. Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth herein or in the CAT NMS Plan. 9 17 CFR 242.613. 10 See Securities Exchange Act Release No. 77724 (April 27, 2016), 81 FR 30614 (May 17, 2016). 11 See Securities Exchange Act Release No. 79318 (November 15, 2016), 81 FR 84696 (November 23, 2016) (‘‘Approval Order’’). 12 See Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722, 45775 (August 1, 2012) (‘‘Rule 613 Adopting Release’’). 13 See e.g., id., at 45722. 14 However, while the Participants select a Plan Processor to perform these functions, each Participant also remains responsible for compliance with the terms of the Plan. See SEC Rule 608(c) and SEC Rule 613(h). 15 See announcements dated February 1, 2019 and February 27, 2019 on the News Page at www.catnmsplan.com/news-page/. 7 17 E:\FR\FM\08MYN1.SGM 08MYN1

Agencies

[Federal Register Volume 84, Number 89 (Wednesday, May 8, 2019)]
[Notices]
[Pages 20169-20173]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-09373]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85760; File No. SR-CboeBZX-2019-032]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To List 
and Trade Under BZX Rule 14.11(d)(2)(K)(i) Shares of the iPath S&P MLP 
ETN Issued by Barclays Bank PLC

May 2, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on April 25, 2019, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'') 
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 Exchange. The Exchange filed the proposal as 
a ``non-controversial'' proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) thereunder.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposed rule change to list and trade under BZX Rule 
14.11(d)(2)(K)(i) shares of the iPath S&P MLP ETN (the ``Notes'') 
issued by Barclays Bank PLC (``Barclays'' or the ``Issuer''), which are 
currently listed on NYSE Arca, Inc. (``Arca''). The Exchange has 
designated this proposal as non-controversial and provided the 
Commission with the notice required by Rule 19b-4(f)(6)(iii) under the 
Act.\5\
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    \5\ 17 CFR 240.19b-4(f)(6)(iii).
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    The text of the proposed rule change is also available on the 
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, 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 Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade the Notes \6\ on the 
Exchange. The Exchange is submitting this proposed rule change because 
the Index \7\ does not currently meet all of the ``generic'' listing 
requirements of BZX 14.11(d)(2)(K)(i)(a)(2) \8\ applicable to the 
listing of Equity Index-Linked Securities. The Index meets all 
requirements of Rule 14.11(d)(2)(K)(i) except for Rule 
14.11(d)(2)(K)(i)(a)(2)(C) \9\ and will

[[Page 20170]]

continue to meet all other requirements of Rule 14.11(d)(2)(K)(i) on an 
ongoing basis. The Exchange notes that the Notes are currently listed 
on Arca and the Notes are already trading on the Exchange pursuant to 
unlisted trading privileges, as provided in Rule 14.11(j).
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    \6\ The Exchange notes that the Notes are currently listed on 
Arca pursuant to that exchange's generic listing standards.
    \7\ The index underlying the Notes is the S&P MLP Index (the 
``Index''). The Index is designed to provide exposure to leading 
partnerships that trade on major U.S. exchanges and are classified 
in the GICS Energy Sector and GICS Gas Utilities Industry according 
to the Global Industry Classification Standard. It includes both 
master limited partnerships (``MLPs'') and publicly traded limited 
liability companies which have a similar legal structure to MLPs and 
share the same tax benefits as MLPs (the ``Index Constituents''). 
The Index is calculated, maintained and published by S&P Dow Jones 
Indices LLC (the ``Index Provider''). The composition of the Index 
is rebalanced annually after the market close of the third Friday of 
October.
    \8\ The Commission approved BZX Rule 14.11(d) in Securities 
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 
(September 6, 2011) (SR-BATS-2011-018).
    \9\ BZX Rule 14.11(d)(2)(K)(i)(a)(2)(C) provides that no 
underlying component security (excluding Derivative Securities 
Products and Linked Securities) will represent more than 25% of the 
weight of the index, and, to the extent applicable, the five highest 
weighted component securities in the index (excluding Derivative 
Securities Products and Linked Securities) do not in the aggregate 
account for more than 50% of the weight of the index (60% for an 
index consisting of fewer than 25 component securities). 
Specifically, the five highest weighted component securities in the 
Index, as defined below, represent 52% of the weight of the Index.
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    Specifically, the Exchange submits this rule filing because the 
Index exceeds the concentration limitation for initial listing on the 
Exchange included in Rule 14.11(d)(2)(K)(i)(a)(2)(C) by less than 3%. 
The Notes will meet the continued listing standards applicable to 
Equity Index-Linked Securities under Rule 14.11(d)(2)(K)(i)(b)(1)(A) 
\10\ on a continuous basis, even though the Index does not currently 
meet the initial listing requirements under the Initial Listing Rule. 
Upon rebalance in October 2019, the Index will meet the concentration 
limitations applicable under both the Initial Listing Rule and the 
Continued Listing Rule and would be able to list on the Exchange 
pursuant to the generic listing standards applicable to Equity Index-
Linked Securities at that time.\11\ However, the five highest dollar 
weighted components in the Index currently represent 52.82% of the 
weight of the Index.
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    \10\ Rule 14.11(d)(2)(K)(i)(b)(1)(A) (the ``Continued Listing 
Rule'') is substantively identical to the initial listing 
requirements under Rule 14.11(d)(2)(K)(i)(a)(2)(C) (the ``Initial 
Listing Rule'') except that the Continued Listing Rule provides that 
the concentration requirements need only be satisfied at the time an 
index is rebalanced.
    \11\ As further described below, the Index methodology provides 
that at each annual rebalancing, no stock can have a weight of more 
than 15% in the Index and all stocks with a weight greater than 
4.5%, based on float-adjusted market capitalization, are not 
allowed, as a group, to exceed 45% of the Index. As such, the Index 
methodology will definitively prevent the Index from exceeding the 
concentration limitations in the Continued Listing Rule upon 
rebalance.
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    As such, the Exchange is submitting this proposal in order to allow 
the Notes to list and trade on the Exchange pursuant to Rule 
14.11(d)(2)(K)(i) in a manner identical to the way that the Notes are 
currently listed on Arca--pursuant to the generic listing standards 
applicable to Equity Index-Linked Securities with the obligation to 
comply with all continued listing obligations under that rule. In the 
event that the Index does not meet the requirements of Rule 
14.11(d)(2)(K)(i)(b)(1)(B) upon rebalance or the Index or Notes fail to 
meet any other continued listing obligation under Rule 14.11(d), the 
Exchange will initiate delisting proceedings pursuant to Rule 14.12.
    All statements and representations made in this filing regarding 
(a) the description of the Index, (b) limitations on Index or portfolio 
holdings or reference assets, (c) the dissemination and availability of 
the Index, and reference assets; or (d) the applicability of Exchange 
rules and surveillance procedures shall constitute continued listing 
requirements for listing the Notes on the Exchange. The issuer has 
represented to the Exchange that it will advise the Exchange of any 
failure by the Notes to comply with the continued listing requirements, 
and, pursuant to its obligations under Section 19(g)(1) of the Act, the 
Exchange will surveil for compliance with the continued listing 
requirements.
S&P MLP Index
    The Index is designed to provide exposure to leading partnerships 
that trade on major U.S. exchanges and are classified in the GICS 
Energy Sector and GICS Gas Utilities Industry according to the Global 
Industry Classification Standard. It includes both MLPs and publicly 
traded limited liability companies which have a similar legal structure 
to MLPs and share the same tax benefits as MLPs. The Index is 
calculated, maintained and published by S&P Dow Jones Indices LLC. The 
composition of the Index is rebalanced annually after the market close 
of the third Friday of October.
    To qualify for membership in the Index, a stock must satisfy the 
following criteria: (i) Be a publicly traded partnership with either a 
master limited partnership or a limited liability company structure; 
(ii) be listed on the NYSE (including NYSE Arca), the NYSE MKT, the 
NASDAQ Global Select Market, the NASDAQ Select Market or the NASDAQ 
Capital Market; and (iii) belong to the GICS Energy Sector (GICS Code 
10) or Gas Utilities Industry (GICS Code 551020).
    At each annual rebalancing, a company in the qualifying universe is 
added to the Index if it meets the following requirements: (i) Float-
adjusted market capitalization of at least US $300 million as of the 
rebalancing reference date; and (ii) average daily value traded above 
US $2 million for the three months prior to the rebalancing reference 
date. No additions are made to the Index between rebalancing.
    The Index methodology employs a modified market capitalization-
weighting scheme, using the divisor methodology used in most S&P Dow 
Jones equity indices. At each annual rebalancing, no stock can have a 
weight of more than 15% in the Index and all stocks with a weight 
greater than 4.5%, based on float-adjusted market capitalization, are 
not allowed, as a group, to exceed 45% of the Index.
Availability of Information
    The website for the Notes, www.ipathetn.com, is publicly available 
and includes a form of the prospectus for the Notes that may be 
downloaded. Daily trading volume information for the Notes will also be 
available in the financial section of newspapers, through subscription 
services such as Bloomberg, Thomson Reuters, and International Data 
Corporation, which can be accessed by authorized participants and other 
investors, as well as through other electronic services, including 
major public websites. The website and information will be publicly 
available at no charge. The value, components, and percentage 
weightings of the Index will be calculated and disseminated at least 
once daily and will be available from major market data vendors. Rules 
governing the Index are available on the Index Provider's website, 
https://us.spindices.com/. Quotation and last sale information for the 
Notes will be available via the Consolidated Tape Association (``CTA'') 
high speed line. The Index value, calculated and disseminated at least 
every 15-seconds, as well as the components of the Index and their 
percentage weighting, will be available from major market data vendors.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Notes. The Exchange will halt trading in the Notes under 
the conditions specified in BZX Rule 11.18. Trading may be halted 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Notes inadvisable. These may include: (1) 
The extent to which trading is not occurring in the securities 
composing the Index; or (2) whether other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.
Trading Rules
    The Exchange deems the Notes to be equity securities, thus 
rendering trading in the Notes subject to the Exchange's existing rules 
governing the trading of equity securities. The Exchange will allow 
trading in the Notes from 8:00 a.m. until 5:00 p.m. Eastern time and 
has the appropriate rules to facilitate transactions in the Notes 
during all trading sessions. As provided in BZX Rule 11.11(a), the 
minimum price variation for quoting and entry of orders in securities 
traded on the Exchange is

[[Page 20171]]

$0.01, with the exception of securities that are priced less than 
$1.00, for which the minimum price variation for order entry is 
$0.0001.
Information Circular
    Prior to the commencement of listing on the Exchange, the Exchange 
will inform its members in an Information Circular of the special 
characteristics and risks associated with trading the Notes. Such 
Information Circular will include information related to: (a) The 
special risks of trading the Notes; (b) the Exchange Rules that will 
apply to the Notes, including Rule 3.7, which imposes suitability 
obligations on Exchange members with respect to recommending 
transactions in the Shares to customers; (c) information about the 
dissemination of the value of the Index; and (d) the risks involved in 
trading the Shares during the Pre-Opening \12\ and After Hours Trading 
Sessions \13\ when the value of the Index will not be calculated or 
publicly disseminated.
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    \12\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. 
Eastern Time.
    \13\ The After Hours Trading Session is from 4:00 p.m. to 8:00 
p.m. Eastern Time.
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Surveillance
    The Exchange believes that its surveillance procedures are adequate 
to properly monitor the trading of the Notes on the Exchange during all 
trading sessions and to deter and detect violations of Exchange rules 
and the applicable federal securities laws. Trading of the Notes 
through the Exchange will be subject to the Exchange's surveillance 
procedures for derivative products, including Linked Securities. The 
issuer has represented to the Exchange that it will advise the Exchange 
of any failure by the Notes to comply with the continued listing 
requirements, and, pursuant to its obligations under Section 19(g)(1) 
of the Exchange Act, the Exchange will surveil for compliance with the 
continued listing requirements. If the Notes are not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures for the Notes under Exchange Rule 14.12. The 
Exchange or the Financial Industry Regulatory Authority (``FINRA''), on 
behalf of the Exchange, or both, will communicate as needed regarding 
trading in the Notes and the Index Constituents with other markets or 
other entities that are members of the Intermarket Surveillance Group 
(``ISG'') or with which the Exchange has in place a comprehensive 
surveillance sharing agreement, and may obtain trading information 
regarding trading in the Notes from such markets or entities.\14\ The 
Exchange prohibits the distribution of material non-public information 
by its employees. The Index Provider is not a registered broker-dealer 
and is not affiliated with a broker-dealer. In the event that the Index 
Provider becomes a broker-dealer or becomes affiliated with a broker-
dealer, the Index Provider will implement and maintain a fire wall with 
respect to its relevant personnel regarding access to information 
concerning the composition and/or changes to the Index. In addition, 
the Index Provider has implemented and will maintain procedures around 
the relevant personnel that are designed to prevent the use and 
dissemination of material, non-public information regarding the Index.
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    \14\ The Exchange notes that all Index Constituents are required 
to be listed on a U.S. national securities exchange.
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2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \15\ in general and Section 6(b)(5) of the Act \16\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest. Specifically, the Exchange believes that the proposal 
is consistent with the Act because of the near-miss nature of the Index 
exceeding the concentration limitation in the Initial Listing Rule by 
less than 3% and the Notes will meet the continued listing standards 
applicable to Equity Index-Linked Securities under Rule 
14.11(d)(2)(K)(i)(b)(1)(A) on a continuous basis. The Exchange points 
out that the Notes will meet the continued listing standards at all 
times that they are listed on the Exchange and the period of non-
compliance will be a relatively short time--the Index will meet the 
initial listing standards upon rebalance in October 2019. As such, the 
Exchange believes that this proposal is consistent with the Act and 
raises no substantive issues for the Commission to consider.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f.
    \16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Further, the Exchange believes that its surveillance procedures are 
adequate to properly monitor the trading of the Notes on the Exchange 
during all trading sessions and to deter and detect violations of 
Exchange rules and the applicable federal securities laws. Trading of 
the Notes through the Exchange will be subject to the Exchange's 
surveillance procedures for derivative products, including Linked 
Securities. The issuer has represented to the Exchange that it will 
advise the Exchange of any failure by the Notes to comply with the 
continued listing requirements, and, pursuant to its obligations under 
Section 19(g)(1) of the Exchange Act, the Exchange will surveil for 
compliance with the continued listing requirements. If the Notes are 
not in compliance with the continued listing requirements, the Exchange 
will commence delisting procedures for the Notes under Exchange Rule 
14.12. FINRA conducts certain cross-market surveillances on behalf of 
the Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under the regulatory services 
agreement.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Notes and the Index 
Constituents with other markets or other entities that are members of 
the ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement, and may obtain trading information 
regarding trading in the Notes from such markets or entities. The 
Exchange prohibits the distribution of material non-public information 
by its employees. The Index Provider is not a registered broker-dealer 
and is not affiliated with a broker-dealer. In the event that the Index 
Provider becomes a broker-dealer or becomes affiliated with a broker-
dealer, the Index Provider will implement and maintain a fire wall with 
respect to its relevant personnel regarding access to information 
concerning the composition and/or changes to the Index. In addition, 
the Index Provider has implemented and will maintain procedures around 
the relevant personnel that are designed to prevent the use and 
dissemination of material, non-public information regarding the Index. 
The Index value, calculated and disseminated at least every 15-seconds, 
as well as the components of the Index and their percentage weighting, 
will be available from major market data vendors.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest. 
In addition, a large amount of information is publicly available 
regarding the Notes, thereby promoting market transparency. Information 
regarding market price and

[[Page 20172]]

trading volume of the Notes will be continually available on a real-
time basis throughout the day on brokers' computer screens and other 
electronic services, and quotation and last sale information will be 
available via the CTA high-speed line. The website for the Notes will 
include the prospectus and additional relevant data. With respect to 
trading halts, the Exchange may consider all relevant factors in 
exercising its discretion to halt or suspend trading in the Notes. 
Trading also may be halted because of market conditions or for reasons 
that, in the view of the Exchange, make trading in the Notes 
inadvisable. If the Index value is not being disseminated as required, 
the Exchange may halt trading during the day in which the interruption 
to the dissemination of the Index value occurs. If the interruption to 
the dissemination of the Index value persists past the trading day in 
which it occurred, the Exchange will halt trading. Trading in the Notes 
will be halted if the circuit breaker parameters in BZX Rule 11.18 have 
been reached or because of market conditions or for reasons that, in 
the view of the Exchange, make trading in the Notes inadvisable. In 
addition, investors will have ready access to information regarding 
Index, quotation, and last sale information for the Notes.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the transfer of the listing 
of an exchange-traded product that will enhance competition among 
market participants, to the benefit of investors and the marketplace. 
As noted above, the Exchange has in place surveillance procedures 
relating to trading in the Notes and may obtain information via ISG 
from other exchanges that are members of ISG or with which the Exchange 
has entered into a comprehensive surveillance sharing agreement.

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 purpose of the Act. The Exchange notes that the 
proposed rule change, rather, will facilitate the transfer from Arca 
and listing of an additional exchange-traded product on the Exchange, 
which will enhance competition among listing venues, to the benefit of 
issuers, investors, and the marketplace more broadly.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \17\ and Rule 19b-
4(f)(6) thereunder.\18\
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \19\ normally 
does not become operative for 30 days after the date of the filing. 
However, Rule 19b-4(f)(6)(iii) \20\ 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 Exchange represents that 
the Notes are currently listed on Arca and are trading on the Exchange 
pursuant to unlisted trading privileges, and the Exchange asserts that 
waiver of the operative delay would permit the Notes to list and 
continue to trade on the Exchange without undue delay. The Exchange 
further represents (1) that, while the Notes do not currently satisfy 
the relevant concentration limit in the Exchange's Initial Listing 
Rule, the underlying Index currently exceeds that limit by less than 
three percentage points; \21\ (2) that, upon rebalancing in October 
2019, the Index will meet the relevant concentration limit in the 
Initial Listing Rule; \22\ and (3) that the Notes would currently meet 
the Exchange's applicable continued listing standards and would, upon 
listing, do so on a continuous basis. The Commission believes that, 
under these circumstances, waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
For these reasons, the Commission hereby waives the 30-day operative 
delay and designates the proposed rule change to be operative upon 
filing.\23\
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    \19\ 17 CFR 240.19b-4(f)(6).
    \20\ 17 CFR 240.19b-4(f)(6)(iii).
    \21\ See supra note 10 and accompanying text.
    \22\ See supra note 11 and accompanying text.
    \23\ 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 the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission will 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-CboeBZX-2019-032 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-CboeBZX-2019-032. 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 website (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

[[Page 20173]]

those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website 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-CboeBZX-2019-032 and should 
be submitted on or before May 29, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-09373 Filed 5-7-19; 8:45 am]
BILLING CODE 8011-01-P
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