Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 907.00 of the Manual, 8817-8819 [2021-02589]
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Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices
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–
CBOE–2021–010 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.
khammond on DSKJM1Z7X2PROD with NOTICES
All submissions should refer to File
Number SR–CBOE–2021–010. 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;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–CBOE–
2021–010 and should be submitted on
or before March 2, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02591 Filed 2–8–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91048; File No. SR–NYSE–
2021–09]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 907.00 of the Manual
February 3, 2021.
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 January
26, 2021, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Section 907.00 of the Manual to clarify
the application of that rule. 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 the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Section 907.00 of the Manual sets
forth complimentary products and
services that issuers are entitled to
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
20 17
CFR 200.30–3(a)(12).
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17:07 Feb 08, 2021
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8817
receive in connection with their NYSE
listing. The Exchange offers certain
complimentary products and services
and access to discounted third-party
products and services through the NYSE
Market Access Center to listed issuers.
The Exchange also provides
complimentary market surveillance
products and services (with a
commercial value of approximately
$55,000 annually), Web-hosting
products and services (with a
commercial value of approximately
$16,000 annually), web-casting services
(with a commercial value of
approximately $6,500 annually), market
analytics products and services (with a
commercial value of approximately
$30,000 annually), and news
distribution products and services (with
a commercial value of approximately
$20,000 annually) to Eligible New
Listings 4 and Eligible Transfer
Companies 5 based on the following
tiers: 6
Tier A: For Eligible New Listings and
Eligible Transfer Companies with a global
market value of $400 million or more, in each
case calculated as of the date of listing on the
Exchange, the Exchange offers market
surveillance, market analytics, web-hosting,
webcasting, and news distribution products
and services.
Tier B: For Eligible New Listings and
Eligible Transfer Companies with a global
market value of less than $400 million, in
each case calculated as of the date of listing
on the Exchange, the Exchange offers Webhosting, market analytics, web-casting, and
news distribution products and services.
On January 11, 2021, the Commission
approved the Exchange’s proposal to
provide all the additional
complimentary products and services
described above to Eligible New Listings
4 For the purposes of Section 907.00, the term
‘‘Eligible New Listing’’ means (i) any U.S. company
that lists common stock on the Exchange for the
first time and any non-U.S. company that lists an
equity security on the Exchange under Section
102.01 or 103.00 of the Manual for the first time,
regardless of whether such U.S. or non-U.S.
company conducts an offering and (ii) any U.S. or
non-U.S. company emerging from a bankruptcy,
spinoff (where a company lists new shares in the
absence of a public offering), and carve-out (where
a company carves out a business line or division,
which then conducts a separate initial public
offering).
5 For purposes of Section 907.00, the term
‘‘Eligible Transfer Company’’ means any U.S. or
non-U.S. company that transfers its listing of
common stock or equity securities, respectively, to
the Exchange from another national securities
exchange. For purposes of Section 907.00, an
‘‘equity security’’ means common stock or common
share equivalents such as ordinary shares, New
York shares, global shares, American Depository
Receipts, or Global Depository Receipts.
6 Section 907.00 provides for separate service
entitlements for Acquisition Companies listed
under Section 102.06 and the issuers of Equity
Investment Tracking Stocks listed under Section
102.07.
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Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices
and Eligible Transfer Companies for a
period of 48 months.7 Eligible New
Listings and Eligible Transfer
Companies that listed on the Exchange
prior to January 11, 2021 are not entitled
to receive such services for 48 months,
but instead for the shorter period of 24
months under the prior version of the
rule applicable when they listed on the
Exchange. As the Exchange stated in
SR–NYSE–2020–94, ‘‘[t]he proposed
amendment would be applicable to
Eligible New Listings and Eligible
Transfer Companies that list on or after
the date of SEC approval of the
proposal.’’ 8 The Exchange now
proposes to add text to Section 907.00
to make it clear that only Eligible New
Listings and Eligible Transfer
Companies that list on or after January
11, 2021 are entitled to receive these
services for a period of 48 months,
while Eligible New Listings and Eligible
Transfer Companies that listed before
that date are entitled to receive such
services for a period of 24 months. The
Exchange believes this clarification is
appropriate to avoid any confusion by
making the rule text explicit.
khammond on DSKJM1Z7X2PROD with NOTICES
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Securities Exchange Act of 1934
(the ‘‘Act’’) generally.9 Section 6(b)(5) 10
of the Act requires, among other things,
that exchange rules promote just and
equitable principles of trade and that
they are not designed to permit unfair
discrimination between issuers, brokers
or dealers. The Exchange believes that
the proposal is designed to promote just
and equitable principles of trade, as it
provides clarification and transparency
in the text of Section 907.00 as to how
that rule is applied to Eligible New
Listings and Eligible Transfers that
listed prior to the most recent
amendment to that rule, without
changing the substance of that
application in any way.
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 not
necessary or appropriate in furtherance
of the purposes of the Act. As noted
above, the proposal is designed to
clarify rule text and provide
transparency in a manner consistent
with a previously approved rule
7 See
Securities Exchange Act Release No. 90893
(January 11, 2021) (SR–NYSE–2020–94).
8 See Securities Exchange Act Release No. 90466
(November 20, 2020), 85 FR 76129, note 2 at 76129.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(5).
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17:07 Feb 08, 2021
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amendment and does not result in any
substantive change in the application of
the rule. The proposal is therefore non
substantive in nature and the Exchange
does not believe it imposes any burden
on competition.
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 11 and Rule
19b–4(f)(6) thereunder.12 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 13 and Rule 19b–4(f)(6)(iii)
thereunder.14
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 proposal may
become operative immediately upon
filing. The Commission believes that
waiver of the 30-day operative delay is
consistent with the protection of
investors and the public interest
because it will allow the Exchange to
immediately provide clarification and
transparency in the text of Section
907.00 as to how that rule is applied to
11 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
13 15 U.S.C. 78s(b)(3)(A).
14 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 complied with this requirement.
15 17 CFR 240.19b–4(f)(6).
16 17 CFR 240.19b–4(f)(6)(iii).
12 17
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Eligible New Listings and Eligible
Transfers that listed prior to the
implementation of the most recent
amendment to Section 907.00.17
Accordingly, the Commission hereby
waives the 30-day operative delay and
designates the proposal operative upon
filing.18
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 19 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2021–09 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–NYSE–2021–09. 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
17 See
supra note 7.
purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule change’s impact on efficiency,
competition, and capital formation. See 15 U.S.C.
78c(f).
19 15 U.S.C. 78s(b)(2)(B).
18 For
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Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices
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–2021–09, and
should be submitted on or before March
2, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02589 Filed 2–8–21; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–91055; File No. SR–
NASDAQ–2020–027]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Withdrawal of Proposed Rule Change
To Apply Additional Initial Listing
Criteria for Companies Primarily
Operating in Restrictive Markets
khammond on DSKJM1Z7X2PROD with NOTICES
February 3, 2021.
On May 29, 2020, The Nasdaq Stock
Market LLC (‘‘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
apply additional initial listing criteria
for companies primarily operating in a
jurisdiction that has secrecy laws,
blocking statutes, national security laws
or other laws or regulations restricting
access to information by regulators of
U.S.-listed companies in such
jurisdiction. The proposed rule change
20 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
17:07 Feb 08, 2021
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02593 Filed 2–8–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91047; File No. SR–FINRA–
2021–002]
SECURITIES AND EXCHANGE
COMMISSION
VerDate Sep<11>2014
was published for comment in the
Federal Register on June 12, 2020.3
On July 21, 2020, 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 September 9, 2020, the
Commission instituted proceedings
under Section 19(b)(2)(B) of the Act 6 to
determine whether to approve or
disapprove the proposed rule change.7
On December 3, 2020, the Commission
extended the period for consideration of
the proposed rule change to February 7,
2021.8
On February 1, 2021, the Exchange
withdrew the proposed rule change
(SR–NASDAQ–2020–027).
Jkt 253001
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Relating to the Private
Placement Filer Form Under FINRA
Rules 5122 and 5123
February 3, 2021.
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 January
27, 2021, the Financial Industry
Regulatory Authority, Inc. (‘‘FINRA)
3 See Securities Exchange Act Release No. 89027
(June 8, 2020), 85 FR 35962. Comments on the
proposed rule change can be found at: https://
www.sec.gov/comments/sr-nasdaq-2020-027/
srnasdaq2020027.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 89358,
85 FR 45275 (July 27, 2020). The Commission
designated September 10, 2020, as the date by
which the Commission shall approve or disapprove,
or institute proceedings to determine whether to
approve or disapprove, the proposed rule change.
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No. 89799,
85 FR 57282 (September 15, 2020).
8 See Securities Exchange Act Release No. 90559,
85 FR 79249 (December 9, 2020).
9 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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8819
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 constituting a ‘‘non-controversial’’
rule change under paragraph (f)(6) of
Rule 19b–4 under the Act,3 which
renders 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing changes to the
Private Placement Filer Form (‘‘Filer
Form’’) that members complete when
submitting private placement filings
under FINRA Rules 5122 (Private
Placements of Securities Issued by
Members) or 5123 (Private Placements
of Securities). The proposal does not
make any changes to the text of FINRA
rules.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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
Rules 5122 and 5123 require a FINRA
member to file information regarding
private placements in which the
member participates.4 When Rule 5123
3 17 CFR 240.19b-4(f)(6). 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. FINRA has satisfied
this requirement.
4 Both Rules 5122 and 5123 provide exemptions
from the filing requirement when certain types of
securities are sold or securities are sold to certain
types of investors. See Rules 5122(c) and 5123(b).
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]]>Agencies
[Federal Register Volume 86, Number 25 (Tuesday, February 9, 2021)]
[Notices]
[Pages 8817-8819]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02589]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-91048; File No. SR-NYSE-2021-09]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 907.00 of the Manual
February 3, 2021.
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 January 26, 2021, New York Stock Exchange LLC (``NYSE''
or the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 907.00 of the Manual to
clarify the application of that rule. 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 907.00 of the Manual sets forth complimentary products and
services that issuers are entitled to receive in connection with their
NYSE listing. The Exchange offers certain complimentary products and
services and access to discounted third-party products and services
through the NYSE Market Access Center to listed issuers. The Exchange
also provides complimentary market surveillance products and services
(with a commercial value of approximately $55,000 annually), Web-
hosting products and services (with a commercial value of approximately
$16,000 annually), web-casting services (with a commercial value of
approximately $6,500 annually), market analytics products and services
(with a commercial value of approximately $30,000 annually), and news
distribution products and services (with a commercial value of
approximately $20,000 annually) to Eligible New Listings \4\ and
Eligible Transfer Companies \5\ based on the following tiers: \6\
---------------------------------------------------------------------------
\4\ For the purposes of Section 907.00, the term ``Eligible New
Listing'' means (i) any U.S. company that lists common stock on the
Exchange for the first time and any non-U.S. company that lists an
equity security on the Exchange under Section 102.01 or 103.00 of
the Manual for the first time, regardless of whether such U.S. or
non-U.S. company conducts an offering and (ii) any U.S. or non-U.S.
company emerging from a bankruptcy, spinoff (where a company lists
new shares in the absence of a public offering), and carve-out
(where a company carves out a business line or division, which then
conducts a separate initial public offering).
\5\ For purposes of Section 907.00, the term ``Eligible Transfer
Company'' means any U.S. or non-U.S. company that transfers its
listing of common stock or equity securities, respectively, to the
Exchange from another national securities exchange. For purposes of
Section 907.00, an ``equity security'' means common stock or common
share equivalents such as ordinary shares, New York shares, global
shares, American Depository Receipts, or Global Depository Receipts.
\6\ Section 907.00 provides for separate service entitlements
for Acquisition Companies listed under Section 102.06 and the
issuers of Equity Investment Tracking Stocks listed under Section
102.07.
Tier A: For Eligible New Listings and Eligible Transfer
Companies with a global market value of $400 million or more, in
each case calculated as of the date of listing on the Exchange, the
Exchange offers market surveillance, market analytics, web-hosting,
webcasting, and news distribution products and services.
Tier B: For Eligible New Listings and Eligible Transfer
Companies with a global market value of less than $400 million, in
each case calculated as of the date of listing on the Exchange, the
Exchange offers Web-hosting, market analytics, web-casting, and news
distribution products and services.
On January 11, 2021, the Commission approved the Exchange's
proposal to provide all the additional complimentary products and
services described above to Eligible New Listings
[[Page 8818]]
and Eligible Transfer Companies for a period of 48 months.\7\ Eligible
New Listings and Eligible Transfer Companies that listed on the
Exchange prior to January 11, 2021 are not entitled to receive such
services for 48 months, but instead for the shorter period of 24 months
under the prior version of the rule applicable when they listed on the
Exchange. As the Exchange stated in SR-NYSE-2020-94, ``[t]he proposed
amendment would be applicable to Eligible New Listings and Eligible
Transfer Companies that list on or after the date of SEC approval of
the proposal.'' \8\ The Exchange now proposes to add text to Section
907.00 to make it clear that only Eligible New Listings and Eligible
Transfer Companies that list on or after January 11, 2021 are entitled
to receive these services for a period of 48 months, while Eligible New
Listings and Eligible Transfer Companies that listed before that date
are entitled to receive such services for a period of 24 months. The
Exchange believes this clarification is appropriate to avoid any
confusion by making the rule text explicit.
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\7\ See Securities Exchange Act Release No. 90893 (January 11,
2021) (SR-NYSE-2020-94).
\8\ See Securities Exchange Act Release No. 90466 (November 20,
2020), 85 FR 76129, note 2 at 76129.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally.\9\
Section 6(b)(5) \10\ of the Act requires, among other things, that
exchange rules promote just and equitable principles of trade and that
they are not designed to permit unfair discrimination between issuers,
brokers or dealers. The Exchange believes that the proposal is designed
to promote just and equitable principles of trade, as it provides
clarification and transparency in the text of Section 907.00 as to how
that rule is applied to Eligible New Listings and Eligible Transfers
that listed prior to the most recent amendment to that rule, without
changing the substance of that application in any way.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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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 not necessary or appropriate in
furtherance of the purposes of the Act. As noted above, the proposal is
designed to clarify rule text and provide transparency in a manner
consistent with a previously approved rule amendment and does not
result in any substantive change in the application of the rule. The
proposal is therefore non substantive in nature and the Exchange does
not believe it imposes any burden on competition.
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 \11\ and Rule 19b-4(f)(6) thereunder.\12\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \13\ and Rule 19b-
4(f)(6)(iii) thereunder.\14\
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\11\ 15 U.S.C. 78s(b)(3)(A)(iii).
\12\ 17 CFR 240.19b-4(f)(6).
\13\ 15 U.S.C. 78s(b)(3)(A).
\14\ 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 complied with this requirement.
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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 proposal
may become operative immediately upon filing. The Commission believes
that waiver of the 30-day operative delay is consistent with the
protection of investors and the public interest because it will allow
the Exchange to immediately provide clarification and transparency in
the text of Section 907.00 as to how that rule is applied to Eligible
New Listings and Eligible Transfers that listed prior to the
implementation of the most recent amendment to Section 907.00.\17\
Accordingly, the Commission hereby waives the 30-day operative delay
and designates the proposal operative upon filing.\18\
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\15\ 17 CFR 240.19b-4(f)(6).
\16\ 17 CFR 240.19b-4(f)(6)(iii).
\17\ See supra note 7.
\18\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule change'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 such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \19\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\19\ 15 U.S.C. 78s(b)(2)(B).
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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-2021-09 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-NYSE-2021-09. 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
[[Page 8819]]
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-2021-09, and should be
submitted on or before March 2, 2021.
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\20\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02589 Filed 2-8-21; 8:45 am]
BILLING CODE 8011-01-P
