Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Extend the Temporary Period for Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C, 31017-31019 [2020-10935]
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Federal Register / Vol. 85, No. 99 / Thursday, May 21, 2020 / Notices
Commission has received no comment
letters on the proposed rule change.
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
proposed rule change is May 24, 2020.
The Commission is extending this 45day time period.
The Commission finds that it is
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. Accordingly, the
Commission, pursuant to Section
19(b)(2) of the Act,6 designates July 8,
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 Number SRCboeBZX-2020-029).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–10933 Filed 5–20–20; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–88891; File No. SR–NYSE–
2020–45]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Extend the
Temporary Period for Commentaries to
Rules 7.35, 7.35A, 7.35B, and 7.35C
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’),2 and Rule 19b–4 thereunder,3
notice is hereby given that on May 15,
2020, New York Stock Exchange LLC
5 15
U.S.C. 78s(b)(2).
6 Id.
7 17
CFR 200.30–3(a)(31).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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17:18 May 20, 2020
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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to extend the
temporary period for Commentaries to
Rules 7.35, 7.35A, 7.35B, and 7.35C to
end on the earlier of the reopening of
the Trading Floor facilities or after the
Exchange closes on May 22, 2020. The
proposed rule 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
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
Statutory Basis for, the Proposed Rule
Change
SECURITIES AND EXCHANGE
COMMISSION
May 15, 2020.
(‘‘NYSE’’ or ‘‘Exchange’’) 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. Purpose
The Exchange proposes to modify the
temporary period for Commentaries to
Rules 7.35, 7.35A, 7.35B, and 7.35C to
end on the earlier of the reopening of
the Trading Floor facilities or after the
Exchange closes on May 22, 2020. The
current temporary period that these
Rules are in effect ends on the earlier of
the reopening of the Trading Floor
facilities or after the Exchange closes on
May 15, 2020.
To slow the spread of COVID–19
through social-distancing measures, on
March 18, 2020, the CEO of the
Exchange made a determination under
Rule 7.1(c)(3) that, beginning March 23,
2020, the Trading Floor facilities located
at 11 Wall Street in New York City
would close and the Exchange would
move, on a temporary basis, to fully
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31017
electronic trading.4 Pursuant to Rule
7.1(e), the CEO notified the Board of
Directors of the Exchange of this
determination.
For the period while the Trading
Floor is temporarily closed, the
Exchange has modified the rules
governing Auctions to add the following
Commentaries that are in effect until the
earlier of the reopening of the Trading
Floor facilities or after the Exchange
closes on May 15, 2020:
• Commentary .01 to Rule 7.35C; 5
• Commentary .01 to Rule 7.35A;
Commentary .01 to Rule 7.35B; and
Commentary .02 to Rule 7.35C; 6
• Commentary .02 to Rule 7.35A; 7
• Commentary .03 to Rule 7.35A; 8
• Commentary .03 to Rule 7.35C; 9
• Commentary .04 to Rule 7.35A; 10
• Commentary .01 to Rule 7.35; 11 and
• Commentary .02 to Rule 7.35B. 12
The Exchange proposes to amend the
above-listed Commentaries to extend
the end date of such temporary rules to
May 22, 2020, which is the last day
when the Trading Floor facilities will be
fully closed. With this proposed
extension, such Commentaries would be
in effect until the earlier of the
reopening of the Trading Floor facilities
or after the Exchange closes on May 22,
2020. The Exchange is not proposing
any substantive changes to these Rules.
4 The Exchange’s current rules establish how the
Exchange will function fully-electronically. The
CEO also closed the NYSE American Options
Trading Floor, which is located at the same 11 Wall
Street facilities, and the NYSE Arca Options
Trading Floor, which is located in San Francisco,
CA. See Press Release, dated March 18, 2020,
available here: https://ir.theice.com/press/pressreleases/all-categories/2020/03-18-2020-204202110.
5 See Securities Exchange Act Release No. 88413
(March 18, 2020), 85 FR 16713 (March 24, 2020)
(SR–NYSE–2020–19).
6 See Securities Exchange Act Release No. 88444
(March 20, 2020), 85 FR 17141 (March 26, 2020)
(SR–NYSE–2020–22).
7 See Securities Exchange Act Release No. 88488
(March 26, 2020), 85 FR 18286 (April 1, 2020) (SR–
NYSE–2020–23).
8 See Securities Exchange Act Release No. 88546
(April 2, 2020), 85 FR 19782 (April 8, 2020) (SR–
NYSE–2020–28).
9 See Securities Exchange Act Release No. 88562
(April 3, 2020), 85 FR 20002 (April 9, 2020) (SR–
NYSE–2020–29).
10 See Securities Exchange Act Release No. 88705
(April 21, 2020), 85 FR 23413 (April 27, 2020) (SR–
NYSE–2020–35).
11 See Securities Exchange Act Release No. 88725
(April 22, 2020), 85 FR 23583 (April 28, 2020) (SR–
NYSE–2020–37).
12 See Securities Exchange Act Release No. 88829
(May 6, 2020), 85 FR 28115 (May 12, 2020) (SR–
NYSE–2020–41). The rule text filed with this
proposed rule change unintentionally changed the
end date of Commentary .01 to Rule 7.35B to May
29, 2020 instead of May 15, 2020. With this
proposed rule change, the end date for all
Commentaries will be the same.
E:\FR\FM\21MYN1.SGM
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Federal Register / Vol. 85, No. 99 / Thursday, May 21, 2020 / Notices
2. Statutory Basis
The proposed rule change is
consistent with Section 6(b) of the
Act,13 in general, and furthers the
objectives of Section 6(b)(5) of the Act,14
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, and to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system.
Due to social-distancing measures
implemented throughout the country,
including in New York City, to reduce
the spread of COVID–19, the CEO of the
Exchange made a determination under
Rule 7.1(c)(3) that beginning March 23,
2020, the Trading Floor facilities located
at 11 Wall Street in New York City
would close and the Exchange would
move, on a temporary basis, to fully
electronic trading.
The Exchange believes that the
proposed rule change would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system because
the Exchange will remain temporarily
closed past May 15, 2020. Accordingly,
the Exchange believes that the
temporary rule changes in effect
pursuant to the Commentaries to Rules
7.35, 7.35A, 7.35B, and 7.35C, which are
intended to be in effect during the
temporary period while the Trading
Floor is closed to prevent the spread of
COVID–19. The Exchange is not
proposing any substantive changes to
these Rules.
The Exchange believes that, by clearly
stating that this relief will be in effect
through the earlier of the reopening of
the Trading Floor facilities or the close
of the Exchange on May 22, 2020,
market participants will have advance
notice of the temporary period during
which the Commentaries to Rules 7.35,
7.35A, 7.35B, and 7.35C will be in
effect.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change would 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 designed to
address any competitive issues but
rather would extend the period during
which Commentary .01 to Rule 7.35;
Commentaries .01, .02, .03, and .04 to
13 15
14 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
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Rule 7.35A; Commentaries .01 and .02
to Rule 7.35B; and Commentaries .01,
.02, and .03 to Rule 7.35C will be in
effect. These Commentaries are
intended to be in effect during the
temporary period while the Trading
Floor is closed and currently expire on
May 15, 2020. Because the Trading
Floor will remain fully closed until May
22, 2020, the Exchange proposes to
extend the temporary period to be the
earlier of earlier of the reopening of the
Trading Floor facilities or after the
Exchange closes on May 22, 2020.
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 15 and Rule
19b–4(f)(6) thereunder.16 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
for 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 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, pursuant to
Rule 19b–4(f)(6)(iii),20 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 proposal may become operative
immediately upon filing. The proposal
15 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
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 the Exchange to give the
Commission written notice of the Exchange’s 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).
16 17
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would extend the period during which
Commentary .01 to Rule 7.35;
Commentaries .01, .02, .03, and .04 to
Rule 7.35A; Commentaries .01 and .02
to Rule 7.35B; and Commentaries .01,
.02, and .03 to Rule 7.35C will be in
effect for one more week, until May 22,
2020, without any substantive changes
to these Commentaries. The Exchange
has represented that these
Commentaries are intended to be in
effect during the temporary period
while the Trading Floor is closed, and
would currently expire on May 15,
2020. The Exchange also has
represented that the Trading Floor will
now remain fully closed until May 22,
2020. The Commission notes that,
without a waiver of the operative delay,
the Commentaries would cease to apply
while the Exchange’s Trading Floor
facilities are still closed. For these
reasons, the Commission believes that
waiver of the 30-day operative delay is
consistent with the protection of
investors and the public interest.
Accordingly, the Commission hereby
waives the 30-day operative delay and
designates the proposal operative upon
filing.21
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.
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–
NYSE–2020–45 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
21 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).
E:\FR\FM\21MYN1.SGM
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Federal Register / Vol. 85, No. 99 / Thursday, May 21, 2020 / Notices
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2020–45. 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
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–NYSE–2020–45, and
should be submitted on or before June
11, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–10935 Filed 5–20–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88884/May 15, 2020]
Order Granting a Conditional
Exemption From Exchange Act Section
11(d)(1) for Certain Asset Backed
Securities and Other Collateral
The Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’)
is issuing an order granting an
exemption from compliance with
Section 11(d)(1) of the Securities
22 17
CFR 200.30–3(a)(12), (59).
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Exchange Act of 1934 (‘‘Exchange Act’’)
pertaining to certain lending
transactions in asset backed securities.
I. Introduction
By letter dated May 12, 2020 (the
‘‘Letter’’),1 the Federal Reserve Bank of
New York (‘‘New York Fed’’), has
requested that the Commission grant
exemptive relief from Section 11(d)(1) of
the Securities Exchange Act of 1934
(‘‘Exchange Act’’) to permit all brokers
and dealers registered with the
Commission and designated by the New
York Fed as ‘‘TALF Agents’’ (‘‘TALF
Agents’’) to participate in the Federal
Reserve’s 2020 Term Asset-Backed
Securities Loan Facility (‘‘TALF 2020’’)
by facilitating extensions of nonrecourse credit, on behalf of a special
purpose vehicle (the ‘‘TALF SPV’’)
established by the New York Fed, to
purchasers of new issues of asset-backed
securities (‘‘ABS’’) that are or that may
be designated as ‘‘eligible collateral’’ in
the distribution of which such TALF
Agents may have participated as
member of a selling syndicate or group
within the meaning of Section 11(d)(l).
II. Discussion
Section 11(d)(1) of the Exchange Act
generally prohibits a person that is both
a broker and a dealer from extending or
maintaining credit, or arranging for the
extension or maintenance of credit, to or
for a customer on any security (other
than an exempted security) that was
part of a distribution of a new issue of
securities in which the broker-dealer
participated as a member of a selling
syndicate or group within thirty days
prior to such transaction.
The TALF 2020 is intended to support
the provision of credit to consumers and
businesses by enabling the issuance of
ABS backed by private student loans,
auto loans and leases, consumer and
corporate credit card receivables,
equipment loans and leases, floorplan
loans, insurance premium finance loans,
certain small business loans guaranteed
by the Small Business Administration,
and leveraged loans.2 TALF Agents will
act as agents of borrowers in, among
other things, making applications for
TALF loans. TALF Agents will also (i)
assess the eligibility of prospective
borrowers and collateral, (ii) receive that
1 Letter from Michael Held, General Counsel and
Executive Vice President, Federal Reserve Bank of
New York to Vanessa Countryman, Secretary,
Securities and Exchange Commission, dated May
12, 2020. Each defined term in this order has the
same meaning as defined in the Letter, unless
otherwise noted.
2 Certain legacy commercial mortgage-backed
securities are also eligible ABS. The set of
permissible underlying assets of eligible ABS may
be expanded later to other asset classes.
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31019
portion of the interest and principal
distributions on the collateral that is for
the account of the borrowers, and (iii)
disburse such interest and principal to
the borrowers. TALF Agents will also
perform certain recordkeeping
functions. In addition, all payments in
respect of interest and principal on the
underlying collateral that are to be paid
to a borrower shall be paid by the
custodian to such borrower’s TALF
Agent, for further distribution to that
borrower. The function of the TALF
Agents is necessary to the success of the
TALF 2020 because the New York Fed
and the TALF SPV lack the resources to
perform these functions themselves.
The Commission understands, based
on the New York Fed statements, that
the success of the TALF 2020 program
depends on the effective participation of
TALF Agents in facilitating the
availability of the program to potential
participants, and furthermore that the
success of the TALF 2020 program is
important to the United States
Government’s efforts to restore the
availability of credit in the national
economy. The relief is consistent with
investor protection because the TALF
2020 loans are non-recourse to the
borrower, absent a breach of
representation or other enforcement
event under the facility documentation,
and therefore neither the TALF SPV nor
the New York Fed may proceed against
the borrower for collection of the loan
balance, irrespective of the market value
or performance of the underlying
collateral. Furthermore, natural persons
do not qualify as participants under the
TALF 2020 program. The Commission
agrees that granting the requested relief
is consistent with its tripartite mission.
III. Conclusion
In light of the above, and in
accordance with Section 36 of the
Exchange Act, the Commission finds
that exempting brokers and dealers that
are designated by the New York Fed as
TALF Agents and that participate in
TALF 2020 from the requirements of
Section 11(d)(1) of the Exchange Act
with respect to ABS that are or that may
be designated as ‘‘eligible collateral’’ is
necessary and appropriate in the public
interest, and consistent with the mission
of the Commission, including the
protection of investors.3
3 Exchange Act Section 36 [15 U.S.C. 78mm].
Section 36 of the Exchange Act authorizes the
Commission to conditionally or unconditionally
exempt, by rule, regulation, or order any person,
security, or transaction (or any class or classes of
persons, securities, or transactions) from any
provision of the Exchange Act or any rule or
regulation thereunder, to the extent such exemption
E:\FR\FM\21MYN1.SGM
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21MYN1
]]>Agencies
[Federal Register Volume 85, Number 99 (Thursday, May 21, 2020)]
[Notices]
[Pages 31017-31019]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-10935]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-88891; File No. SR-NYSE-2020-45]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Extend the Temporary Period for Commentaries to Rules 7.35, 7.35A,
7.35B, and 7.35C
May 15, 2020.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on May 15, 2020, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') 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 extend the temporary period for
Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C to end on the
earlier of the reopening of the Trading Floor facilities or after the
Exchange closes on May 22, 2020. The proposed rule 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 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to modify the temporary period for
Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C to end on the
earlier of the reopening of the Trading Floor facilities or after the
Exchange closes on May 22, 2020. The current temporary period that
these Rules are in effect ends on the earlier of the reopening of the
Trading Floor facilities or after the Exchange closes on May 15, 2020.
To slow the spread of COVID-19 through social-distancing measures,
on March 18, 2020, the CEO of the Exchange made a determination under
Rule 7.1(c)(3) that, beginning March 23, 2020, the Trading Floor
facilities located at 11 Wall Street in New York City would close and
the Exchange would move, on a temporary basis, to fully electronic
trading.\4\ Pursuant to Rule 7.1(e), the CEO notified the Board of
Directors of the Exchange of this determination.
---------------------------------------------------------------------------
\4\ The Exchange's current rules establish how the Exchange will
function fully-electronically. The CEO also closed the NYSE American
Options Trading Floor, which is located at the same 11 Wall Street
facilities, and the NYSE Arca Options Trading Floor, which is
located in San Francisco, CA. See Press Release, dated March 18,
2020, available here: https://ir.theice.com/press/press-releases/all-categories/2020/03-18-2020-204202110.
---------------------------------------------------------------------------
For the period while the Trading Floor is temporarily closed, the
Exchange has modified the rules governing Auctions to add the following
Commentaries that are in effect until the earlier of the reopening of
the Trading Floor facilities or after the Exchange closes on May 15,
2020:
Commentary .01 to Rule 7.35C; \5\
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 88413 (March 18,
2020), 85 FR 16713 (March 24, 2020) (SR-NYSE-2020-19).
---------------------------------------------------------------------------
Commentary .01 to Rule 7.35A; Commentary .01 to Rule
7.35B; and Commentary .02 to Rule 7.35C; \6\
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 88444 (March 20,
2020), 85 FR 17141 (March 26, 2020) (SR-NYSE-2020-22).
---------------------------------------------------------------------------
Commentary .02 to Rule 7.35A; \7\
---------------------------------------------------------------------------
\7\ See Securities Exchange Act Release No. 88488 (March 26,
2020), 85 FR 18286 (April 1, 2020) (SR-NYSE-2020-23).
---------------------------------------------------------------------------
Commentary .03 to Rule 7.35A; \8\
---------------------------------------------------------------------------
\8\ See Securities Exchange Act Release No. 88546 (April 2,
2020), 85 FR 19782 (April 8, 2020) (SR-NYSE-2020-28).
---------------------------------------------------------------------------
Commentary .03 to Rule 7.35C; \9\
---------------------------------------------------------------------------
\9\ See Securities Exchange Act Release No. 88562 (April 3,
2020), 85 FR 20002 (April 9, 2020) (SR-NYSE-2020-29).
---------------------------------------------------------------------------
Commentary .04 to Rule 7.35A; \10\
---------------------------------------------------------------------------
\10\ See Securities Exchange Act Release No. 88705 (April 21,
2020), 85 FR 23413 (April 27, 2020) (SR-NYSE-2020-35).
---------------------------------------------------------------------------
Commentary .01 to Rule 7.35; \11\ and
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\11\ See Securities Exchange Act Release No. 88725 (April 22,
2020), 85 FR 23583 (April 28, 2020) (SR-NYSE-2020-37).
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Commentary .02 to Rule 7.35B. \12\
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\12\ See Securities Exchange Act Release No. 88829 (May 6,
2020), 85 FR 28115 (May 12, 2020) (SR-NYSE-2020-41). The rule text
filed with this proposed rule change unintentionally changed the end
date of Commentary .01 to Rule 7.35B to May 29, 2020 instead of May
15, 2020. With this proposed rule change, the end date for all
Commentaries will be the same.
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The Exchange proposes to amend the above-listed Commentaries to
extend the end date of such temporary rules to May 22, 2020, which is
the last day when the Trading Floor facilities will be fully closed.
With this proposed extension, such Commentaries would be in effect
until the earlier of the reopening of the Trading Floor facilities or
after the Exchange closes on May 22, 2020. The Exchange is not
proposing any substantive changes to these Rules.
[[Page 31018]]
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\13\ in general, and furthers the objectives of Section 6(b)(5) of
the Act,\14\ 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, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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Due to social-distancing measures implemented throughout the
country, including in New York City, to reduce the spread of COVID-19,
the CEO of the Exchange made a determination under Rule 7.1(c)(3) that
beginning March 23, 2020, the Trading Floor facilities located at 11
Wall Street in New York City would close and the Exchange would move,
on a temporary basis, to fully electronic trading.
The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because the Exchange will remain temporarily
closed past May 15, 2020. Accordingly, the Exchange believes that the
temporary rule changes in effect pursuant to the Commentaries to Rules
7.35, 7.35A, 7.35B, and 7.35C, which are intended to be in effect
during the temporary period while the Trading Floor is closed to
prevent the spread of COVID-19. The Exchange is not proposing any
substantive changes to these Rules.
The Exchange believes that, by clearly stating that this relief
will be in effect through the earlier of the reopening of the Trading
Floor facilities or the close of the Exchange on May 22, 2020, market
participants will have advance notice of the temporary period during
which the Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C will be
in effect.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
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 designed to address any competitive issues but rather would extend
the period during which Commentary .01 to Rule 7.35; Commentaries .01,
.02, .03, and .04 to Rule 7.35A; Commentaries .01 and .02 to Rule
7.35B; and Commentaries .01, .02, and .03 to Rule 7.35C will be in
effect. These Commentaries are intended to be in effect during the
temporary period while the Trading Floor is closed and currently expire
on May 15, 2020. Because the Trading Floor will remain fully closed
until May 22, 2020, the Exchange proposes to extend the temporary
period to be the earlier of earlier of the reopening of the Trading
Floor facilities or after the Exchange closes on May 22, 2020.
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 \15\ and Rule 19b-4(f)(6) thereunder.\16\
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 for 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 \17\ and Rule 19b-
4(f)(6) thereunder.\18\
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\15\ 15 U.S.C. 78s(b)(3)(A)(iii).
\16\ 17 CFR 240.19b-4(f)(6).
\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 the Exchange to give the Commission written notice of the
Exchange's 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, pursuant to Rule 19b-4(f)(6)(iii),\20\ 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 proposal
may become operative immediately upon filing. The proposal would extend
the period during which Commentary .01 to Rule 7.35; Commentaries .01,
.02, .03, and .04 to Rule 7.35A; Commentaries .01 and .02 to Rule
7.35B; and Commentaries .01, .02, and .03 to Rule 7.35C will be in
effect for one more week, until May 22, 2020, without any substantive
changes to these Commentaries. The Exchange has represented that these
Commentaries are intended to be in effect during the temporary period
while the Trading Floor is closed, and would currently expire on May
15, 2020. The Exchange also has represented that the Trading Floor will
now remain fully closed until May 22, 2020. The Commission notes that,
without a waiver of the operative delay, the Commentaries would cease
to apply while the Exchange's Trading Floor facilities are still
closed. For these reasons, the Commission believes that waiver of the
30-day operative delay is consistent with the protection of investors
and the public interest. Accordingly, the Commission hereby waives the
30-day operative delay and designates the proposal operative upon
filing.\21\
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\19\ 17 CFR 240.19b-4(f)(6).
\20\ 17 CFR 240.19b-4(f)(6)(iii).
\21\ 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).
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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 shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSE-2020-45 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange
[[Page 31019]]
Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2020-45. 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 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-NYSE-2020-45, and should be submitted on
or before June 11, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12), (59).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-10935 Filed 5-20-20; 8:45 am]
BILLING CODE 8011-01-P
