Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Chapter One of the Listed Company Manual To Modify the Provisions Relating to Direct Listings, 9891-9892 [2020-03325]

Download as PDF Federal Register / Vol. 85, No. 34 / Thursday, February 20, 2020 / Notices A proposed rule change filed under Rule 19b–4(f)(6) 15 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),16 the Commission may 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 proposed rule change may become operative immediately. The Exchange notes that waiver of the operative delay will allow BX to exercise immediately the same flexibility to make certain order types available or unavailable as its affiliated exchanges (i.e., BZX Options, EDGX Options, Cboe and C2). The Exchange states that this consistent flexibility among the affiliated exchanges would serve to protect investors and the public interest by mitigating risks associated with changing market conditions. Based on the foregoing, the Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest, and the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.17 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 shall institute proceedings to determine whether the proposed rule change should be approved or disapproved. lotter on DSKBCFDHB2PROD with NOTICES 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– BX–2020–002 on the subject line. CFR 240.19b–4(f)(6). CFR 240.19b–4(f)(6)(iii). 17 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). 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–BX–2020–002. 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 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 offices 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–BX–2020–002, and should be submitted on or before March 12, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Jill M. Peterson, Assistant Secretary. [FR Doc. 2020–03414 Filed 2–19–20; 8:45 am] BILLING CODE 8011–01–P 15 17 16 17 VerDate Sep<11>2014 19:48 Feb 19, 2020 Jkt 250001 18 17 PO 00000 CFR 200.30–3(a)(12). Frm 00171 Fmt 4703 Sfmt 4703 9891 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–88190; File No. SR–NYSE– 2019–67] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Chapter One of the Listed Company Manual To Modify the Provisions Relating to Direct Listings February 13, 2020. On December 11, 2019, New York Stock Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to amend Chapter One of the Listed Company Manual to modify the provisions relating to direct listings. On December 13, 2019, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change in its entirety. The proposed rule change, as modified by Amendment No. 1, was published for comment in the Federal Register on December 30, 2019.3 The Commission has received eight comment letters on the proposed rule change.4 Section 19(b)(2) of the Act 5 provides that within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding, or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the notice for this 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 87821 (December 20, 2019), 84 FR 72065 (December 30, 2019). 4 See Letter from Allan Rosenbalm (December 4, 2019); Letter from Anonymous (December 4, 2019); Letter from Tina Rosenbalm (December 5, 2019); Letter from Christopher J. Iacovella, Chief Executive Officer, ACA (December 12, 2019); Letter from Anonymous (January 3, 2020); Letter from Jeffrey P. Mahoney, General Counsel, Council of Institutional Investors (January 16, 2020); Matthew B. Venturi, Founder & CEO, ClearingBid, Inc. (January 21, 2020); David Ludwig, Head of Americas Equity Capital Markets, Goldman Sachs Group, Inc. (February 7, 2020). 5 15 U.S.C. 78s(b)(2). 2 17 E:\FR\FM\20FEN1.SGM 20FEN1 9892 Federal Register / Vol. 85, No. 34 / Thursday, February 20, 2020 / Notices proposed rule change is February 13, 2020. The Commission is extending this 45-day time period. The Commission finds it appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change and the comments received. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,6 designates March 29, 2020 as the date by which the Commission shall either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change (File No. SR–NYSE–2019–67). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.7 Jill M. Peterson, Assistant Secretary. [FR Doc. 2020–03325 Filed 2–19–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–88204; File No. SR– NYSEArca–2019–81] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Establish Generic Listing Standards for Derivative Securities Products That Are Permitted To Operate in Reliance on Rule 6c–11 Under the Investment Company Act of 1940 lotter on DSKBCFDHB2PROD with NOTICES February 13, 2020. On November 1, 2019, NYSE Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to, among other things, establish generic listing standards for ExchangeTraded Fund Shares that are permitted to operate in reliance on Rule 6c–11 under the Investment Company Act of 1940. The proposed rule change was published for comment in the Federal Register on November 20, 2019.3 6 Id. 7 17 CFR 200.30–3(a)(31). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 87542 (Nov. 14, 2019), 84 FR 64170. 1 15 VerDate Sep<11>2014 19:48 Feb 19, 2020 Jkt 250001 On December 17, 2019, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 On February 12, 2020, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change in its entirety.6 The Commission has received no comment letters on the proposed rule change. The Commission is publishing this notice and order to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons and to institute proceedings pursuant to Section 19(b)(2)(B) of the Act 7 to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. I. Exchange’s Description of the Proposal, as Modified by Amendment No. 1 The Exchange proposes new Rule 5.2– E(j)(8) to establish generic listing standards for Derivative Securities Products that are permitted to operate in reliance on Rule 6c–11 under the Investment Company Act of 1940. In addition, the Exchange proposes to discontinue the quarterly reports currently required with respect to Managed Fund Shares listed on the Exchange pursuant to Commentary .01 to NYSE Arca Rule 8.600–E. This Amendment No. 1 to SR–NYSEArca– 2019–81 replaces SR–NYSEArca–2019– 81 as originally filed and supersedes such filing in its entirety. The proposed change is available on the Exchange’s website 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 4 15 U.S.C. 78s(b)(2). Securities Exchange Act Release No. 87775, 84 FR 70590 (Dec. 23, 2019). The Commission designated February 18, 2020 as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 6 Amendment No. 1 to the proposed rule change is available at: https://www.sec.gov/comments/srnysearca-2019-81/srnysearca201981-6804771208467.pdf. 7 15 U.S.C. 78s(b)(2)(B). 5 See PO 00000 Frm 00172 Fmt 4703 Sfmt 4703 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 new Rule 5.2– E(j)(8) to establish ‘‘generic’’ listing standards for Exchange-Traded Fund Shares, which are Derivative Securities Products 8 that are permitted to operate in reliance on Rule 6c–11 (‘‘Rule 6c– 11’’) under the Investment Company Act of 1940 (‘‘1940 Act’’).9 In addition, the Exchange proposes to discontinue the quarterly reports currently required with respect to Managed Fund Shares listed on the Exchange pursuant to Rule Commentary .01 to Rule 8.600–E. The Exchange currently lists and trades shares of exchange-traded funds (‘‘ETFs’’) under the generic listing criteria of NYSE Arca Rule 5.2(j)(3) for Investment Company Units or Commentary .01 to NYSE Arca Rule 8.600–E for Managed Fund Shares, or pursuant to a Securities and Exchange Commission (‘‘Commission’’) approval order or notice of effectiveness under Section 19(b)(2) or Section 19(b)(3)(A), respectively, of the Act. Issuers of Investment Company Units and Managed Fund Shares have heretofore been required to submit an application for exemptive relief from certain provisions under the 1940 Act and to receive such relief pursuant to an exemptive order by the Commission. The Commission recently adopted Rule 6c–11 to permit ETFs that satisfy certain conditions to operate without obtaining an exemptive order from the Commission under the 1940 Act.10 The regulatory framework provided in Rule 8 The term ‘‘Derivative Securities Product’’ is defined in Rule 1.1(k) to mean a security that meets the definition of ‘‘derivative securities product’’ in Rule 19b–4(e) under the Exchange Act. 17 CFR 240.19b–4(e). As provided under Rule 19b–4(e), the term ‘‘new derivative securities product’’ means any type of option, warrant, hybrid securities product or any other security, other than a single equity option or a security futures product, whose value is based, in whole or in part, upon the performance of, or interest in, an underlying instrument. The term ‘‘Exchange Act’’ is defined in Rule 1.1(q) to mean the Securities Exchange Act of 1934, as amended. 9 15 U.S.C. 80a–1. 10 See Release Nos. 33–10695; IC–33646; File No. S7–15–18 (Exchange-Traded Funds) (September 25, 2019), 84 FR 57162 (October 24, 2019) (the ‘‘Rule 6c–11 Release’’). E:\FR\FM\20FEN1.SGM 20FEN1

Agencies

[Federal Register Volume 85, Number 34 (Thursday, February 20, 2020)]
[Notices]
[Pages 9891-9892]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-03325]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88190; File No. SR-NYSE-2019-67]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Designation of a Longer Period for Commission Action on a 
Proposed Rule Change, as Modified by Amendment No. 1, To Amend Chapter 
One of the Listed Company Manual To Modify the Provisions Relating to 
Direct Listings

February 13, 2020.
    On December 11, 2019, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend Chapter One of the Listed Company Manual 
to modify the provisions relating to direct listings. On December 13, 
2019, the Exchange filed Amendment No. 1 to the proposed rule change, 
which amended and replaced the proposed rule change in its entirety. 
The proposed rule change, as modified by Amendment No. 1, was published 
for comment in the Federal Register on December 30, 2019.\3\ The 
Commission has received eight comment letters on the proposed rule 
change.\4\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 87821 (December 20, 
2019), 84 FR 72065 (December 30, 2019).
    \4\ See Letter from Allan Rosenbalm (December 4, 2019); Letter 
from Anonymous (December 4, 2019); Letter from Tina Rosenbalm 
(December 5, 2019); Letter from Christopher J. Iacovella, Chief 
Executive Officer, ACA (December 12, 2019); Letter from Anonymous 
(January 3, 2020); Letter from Jeffrey P. Mahoney, General Counsel, 
Council of Institutional Investors (January 16, 2020); Matthew B. 
Venturi, Founder & CEO, ClearingBid, Inc. (January 21, 2020); David 
Ludwig, Head of Americas Equity Capital Markets, Goldman Sachs 
Group, Inc. (February 7, 2020).
---------------------------------------------------------------------------

    Section 19(b)(2) of the Act \5\ provides that within 45 days of the 
publication of notice of the filing of a proposed rule change, or 
within such longer period up to 90 days as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding, or as to which the self-regulatory organization 
consents, the Commission shall either approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether the proposed rule change should be disapproved. The 
45th day after publication of the notice for this

[[Page 9892]]

proposed rule change is February 13, 2020. The Commission is extending 
this 45-day time period.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    The Commission finds it appropriate to designate a longer period 
within which to take action on the proposed rule change so that it has 
sufficient time to consider the proposed rule change and the comments 
received. Accordingly, the Commission, pursuant to Section 19(b)(2) of 
the Act,\6\ designates March 29, 2020 as the date by which the 
Commission shall either approve or disapprove, or institute proceedings 
to determine whether to disapprove, the proposed rule change (File No. 
SR-NYSE-2019-67).
---------------------------------------------------------------------------

    \6\ Id.
    \7\ 17 CFR 200.30-3(a)(31).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2020-03325 Filed 2-19-20; 8:45 am]
 BILLING CODE 8011-01-P
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