Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Revise the Suite of Complimentary Products and Services Offered to Listed Companies, 74115-74119 [2021-28326]
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Federal Register / Vol. 86, No. 247 / Wednesday, December 29, 2021 / Notices
(‘‘Advisers Act’’). An Adviser may enter
into sub-advisory agreements with other
investment advisers to act as subadvisers with respect to the Funds (each
a ‘‘Sub-Adviser’’). Any Sub-Adviser to a
Fund will be registered under the
Advisers Act.
3. The Distributor is a California
corporation and a broker-dealer
registered under the Securities
Exchange Act of 1934, as amended, and
will act as the principal underwriter of
Shares of the Initial Fund. Applicants
request that the requested relief apply to
any distributor of Shares, whether
affiliated or unaffiliated with the
Adviser and/or Sub-Adviser (included
in the term ‘‘Distributor’’). Any
Distributor will comply with the terms
and conditions of the Order.
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Applicants’ Requested Exemptive Relief
4. Applicants seek the requested
Order under section 6(c) of the Act for
an exemption from sections 2(a)(32),
5(a)(1), 22(d) and 22(e) of the Act and
rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act and under Section
12(d)(1)(J) of the Act for an exemption
from Sections 12(d)(1)(A) and
12(d)(1)(B) of the Act. The requested
Order would permit applicants to offer
Funds that operate as contemplated by
the Reference Order. Because the relief
requested is the same as certain of the
relief granted by the Commission under
the Reference Order and because the
Adviser has entered into a licensing
agreement with Fidelity Management &
Research Company LLC, or an affiliate
thereof, in order to offer Funds that
operate as contemplated by the
Reference Order,3 the Order would
incorporate by reference the terms and
conditions of the same relief of the
Reference Order.
5. Applicants request that the Order
apply to the Initial Fund and to any
other existing or future registered openend management investment company
or series thereof that: (a) Is advised by
the Adviser or any entity controlling,
controlled by, or under common control
with the Adviser (any such entity
included in the term ‘‘Adviser’’); (b)
offers exchange-traded shares utilizing
active management investment
strategies as contemplated by the
Reference Order; and (c) complies with
the terms and conditions of the Order
and the terms and conditions of the
Reference Order that are incorporated
3 Certain aspects of how the Funds will operate
(as described in the Reference Order) are the
intellectual property of Fidelity Management &
Research Company (or its affiliates).
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by reference into the Order (each such
company or series and each Initial
Fund, a ‘‘Fund’’).4
SECURITIES AND EXCHANGE
COMMISSION
6. Section 6(c) of the Act provides that
the Commission may exempt any
person, security or transaction, or any
class of persons, securities or
transactions, from any provisions of the
Act, if and to the extent that such
exemption is necessary or appropriate
in the public interest and consistent
with the protection of investors and the
purposes fairly intended by the policy
and provisions of the Act. Section 17(b)
of the Act authorizes the Commission to
exempt a proposed transaction from
section 17(a) of the Act if evidence
establishes that the terms of the
transaction, including the consideration
to be paid or received, are reasonable
and fair and do not involve
overreaching on the part of any person
concerned, and the transaction is
consistent with the policies of the
registered investment company and the
general purposes of the Act. Section
12(d)(1)(J) of the Act provides that the
Commission may exempt any person,
security, or transaction, or any class or
classes of persons, securities or
transactions, from any provision of
section 12(d)(1) if the exemption is
consistent with the public interest and
the protection of investors. Applicants
submit that for the reasons stated in the
Reference Order the requested relief
meets the exemptive standards under
sections 6(c), 17(b) and 12(d)(1)(J) of the
Act.
[Release No. 34–93865; File No. SR–NYSE–
2021–68]
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28234 Filed 12–28–21; 8:45 am]
BILLING CODE 8011–01–P
4 All entities that currently intend to rely on the
Order are named as applicants. Any other entity
that relies on the Order in the future will comply
with the terms and conditions of the Order and the
terms and conditions of the Reference Order that
are incorporated by reference into the Order.
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Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change To
Revise the Suite of Complimentary
Products and Services Offered to
Listed Companies
December 23, 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 December
13, 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, II, and III below, which Items
have been prepared by the selfregulatory 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 revise the
suite of complimentary products and
services offered to listed companies
pursuant to Section 902.07 [sic] of the
NYSE Listed Company Manual. 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.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
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Products and Services Currently
Provided Under Section 907.00
Section 907.00 of the NYSE Listed
Company Manual sets forth
complimentary products and services
that issuers are entitled to receive in
connection with their NYSE listing. The
Exchange currently offers certain
complimentary products and services
and access to discounted third-party
products and services through the NYSE
Market Access Center to currently and
newly 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).
The products and services are offered
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,
4 For 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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market analytics, Web-hosting, Webcasting, and news distribution products
and services for a period of 48 calendar
months.
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 for a
period of 48 calendar months.
The products and services are offered
to currently listed companies that meet
the eligibility requirements (‘‘Eligible
Current Listings’’) based on the
following tiers:
Tier One: The Exchange offers (i) a
choice of market surveillance or market
analytics products and services, and (ii)
Web-hosting and Web-casting products
and services to U.S. issuers that have
270 million or more total shares of
common stock issued and outstanding
in all share classes, including and in
addition to Treasury shares, and nonU.S. companies that have 270 million or
more shares of an equity security issued
and outstanding in the U.S., each
calculated annually as of September 30 7
of the preceding year.
Tier Two: At each such issuer’s
election, the Exchange offers a choice of
either: (1) Market analytics; or (2) Webhosting and Web-casting products to:
(1) U.S. issuers that have 160 million
to 269,999,999 total shares of common
stock issued and outstanding in all
share classes, including and in addition
to Treasury shares, calculated annually
as of September 30 8 of the preceding
year; and
(2) non-U.S. companies that have 160
million to 269,999,999 shares of an
equity security issued and outstanding
in the U.S., calculated annually as of
September 30 9 of the preceding year.
In addition to the foregoing, the
Exchange provides all listed issuers
with complimentary access to
whistleblower hotline services (with a
commercial value of approximately
7 A U.S. issuer or non-U.S. company that has the
requisite number of shares outstanding on
September 30 will begin (or continue, as the case
may be) to receive the suite of complimentary
products and services for which it is eligible as of
the following January 1. In the event that a U.S.
issuer or non-U.S. company completes a corporate
action between October 1 and December 31 that
increases the number of shares it has outstanding,
the Exchange will calculate its outstanding shares
as of December 31 and determine whether it has
become eligible to receive Tier One or Tier Two
services. If eligible, the Exchange will offer such
services as of the immediately succeeding January
1.
8 Id.
9 Id.
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$4,000 annually) for a period of 24
calendar months.
Proposed Amendments to Section
907.00
The Exchange proposes to amend
Section 907.00. Once the amendments
described herein are approved, Eligible
Current Listings will be entitled on a
prorated annual basis to a new suite of
products and services starting on the
first day of the first calendar month after
the approval date for the proposed
amendments.10 Eligible New Listings
and Eligible Transfer Companies will
receive the proposed new suite of
products and services if they list on or
after the date this proposal is approved
by the SEC.11
Issuers are not required as a condition
of listing to utilize the complimentary
products and services available to them
pursuant to Section 907.00 and issuers
may decide to contract themselves for
other products and services. Companies
receiving products and services as
Eligible New Listings or Eligible
Transfer Companies 12 that list before
the operative date will continue to be
eligible to receive the products and
services for which they are eligible
under the rule as in effect before that
date.
Modified List of Products and Services
The Exchange proposes to amend the
suite of products and services provided
under Section 907.00. As amended, the
suite of available products and services
would be as follows: Market intelligence
(with a maximum commercial value of
approximately $50,000 annually),
market analytics (with a maximum
commercial value of approximately
$30,000 annually), board of directors
platform (with a maximum commercial
value of approximately $40,000
annually), virtual event platform (with a
maximum commercial value of
approximately $30,000 annually),
environmental, social and governance
tools (collectively ‘‘ESG’’) (with a
maximum commercial value of
approximately $30,000 annually), Web10 The current form of Section 907.00 will remain
in the Manual and be applicable to Eligible Current
Listings for the period beginning January 1, 2022
through the end of the calendar month in which
these proposed amendments are approved. During
that period, Eligible Current Listings will be
entitled to receive the annual suite of products and
services currently set forth in Section 907.00, on a
prorated basis. Eligible New Listings and Eligible
Transfer Companies that list prior to approval of the
proposed amendments will be entitled to the suite
of products and services for which they are eligible
under Section 907.00 in its current form.
11 Id.
12 The Exchange is not proposing to change the
definitions of Eligible New Listings and Eligible
Transfer Companies.
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hosting and Web-casting products and
services (with a maximum commercial
value of approximately $25,000
annually), and news distribution
products and services (with a maximum
commercial value of approximately
$20,000 annually).13
The proposed services offering
includes market intelligence, rather than
market surveillance in the current rule.
This change reflects a change over time
in the scope of the types of service
packages offered by the service
providers from whom the Exchange
purchases these services. Historically,
those packages were generally limited to
providing surveillance services, which
consisted of monitoring an issuer’s
larger shareholders and how the size of
their holdings changed over time. These
service providers now also provide
additional information that is intended
to track investors’’ views about an issuer
and how those views change over time.
As this additional service is included in
the package provided to listed
companies, the Exchange believes it is
appropriate to reflect that fact by
changing the terminology from market
surveillance to market intelligence. The
small decrease in the value attributed to
this service is a result of pricing
competition in a highly competitive
market for these services.
The current rule treats Web-hosting
and Web-casting services as two
separate items in the suite of available
services, while the proposed rule
amendments aggregate them as a single
option. The Exchange is making this
change in response to developments
over time in how its service providers
package their service offerings, as
service providers now market these two
services together rather than separately.
The aggregate value of Web-hosting and
Web-casting services would increase
slightly due to increased prices charged
by service providers.
In certain cases, the proposed rule
amendments adopt a different approach
from the current rule in how it gives
companies the ability to choose the
services they receive. The current rule is
structured to give listed companies a
choice among the various service
13 The proposed rule amendments do not refer to
these products and services being provided through
the Exchange’s Market Access Center, as is the case
in the comparable description in the current rule.
This does not reflect any change in the nature of
the services to be provided or how issuers will
access those services. The Market Access Center
concept was simply a way of identifying the entire
suite of available products and services and
promoting their availability to issuers. The
Exchange no longer emphasizes this approach in
communicating with issuers about the products and
services and therefore proposes to remove the
reference to the Market Access Center from Section
907.00.
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categories, where choosing a particular
service requires the company to forego
another service category entirely (for
example, a company with Tier One
eligibility can choose either market
surveillance or market analytics
products and services but cannot
receive both). The proposed rule
amendments adopt a more flexible
approach for: (i) Eligible New Listings
and Eligible Transfers that qualify for
Tier A; and (ii) currently listed
companies that qualify for Tier One. In
these cases, companies will be eligible
to choose different levels of services
from the different categories, subject to
a maximum overall value of services
used. The Exchange believes that this
approach will provide companies with
appropriate flexibility in choosing the
types and levels of service that best
meet their needs, while providing that
all qualified companies within a tier are
entitled to receive the same dollar value
of services.
Amended Offering for Eligible New
Listings and Eligible Transfers
The proposed amended offering of
products and services for Eligible New
Listings and Eligible Transfers would be
as follows:
Tier A: For a period of 48 calendar
months, Eligible New Listings and
Eligible Transfer Companies that list on
the Exchange after approval of these
amendments 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 products
and services with a maximum combined
commercial value of approximately
$125,000 annually, consisting of (i)
Web-hosting and Web-casting products
and services and (ii) news distribution
products and services and (iii) a
selection from among a suite of products
and services, including market
intelligence, market analytics, board of
directors platform, virtual event
platform, or ESG products and services.
Tier B: For a period of 48 calendar
months, Eligible New Listings and
Eligible Transfer Companies that list on
the Exchange after approval of these
amendments 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 (i) Webhosting and Web-casting products and
services; (ii) market analytics; and (iii)
news distribution products and services.
The methodology used for
determining global market value under
the proposed amended rule for an
Eligible New Listing or Eligible Transfer
Company would be the same as is used
under the current rule.
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Amended Offering for Currently Listed
Companies
The proposed amended offering of
products and services for Eligible
Current Listings would be as follows:
Tier One: For U.S. issuers that have
270 million or more total shares of
common stock issued and outstanding
in all share classes, including and in
addition to Treasury shares, and nonU.S. companies that have 270 million or
more shares of an equity security issued
and outstanding in the U.S., each
calculated annually as of September 30
of the preceding year, the Exchange
would offer products and services with
a maximum combined commercial
value of approximately $75,000
annually, consisting of (i) Web-hosting
and Web-casting products and services
and (ii) a selection from among a suite
of products and services, including
market intelligence, market analytics,
board of directors platform, virtual
event platform, or ESG products and
services.
Tier Two: At each issuer’s election,
the Exchange would offer a choice of: (i)
Market analytics; (ii) Web-hosting and
Web-casting products; or (iii) virtual
event platform to:
(1) U.S. issuers that have 160 million
to 269,999,999 total shares of common
stock issued and outstanding in all
share classes, including and in addition
to Treasury shares, calculated annually
as of September 30 of the preceding
year; and
(2) non-U.S. companies that have 160
million to 269,999,999 shares of an
equity security issued and outstanding
in the U.S., calculated annually as of
September 30 of the preceding year.
The methodology used in determining
the number of shares issued and
outstanding for purposes of eligibility
for Tier One or Tier Two would be the
same as under the current rule.
Proposal To Adjust Entitlements of
Currently Listed Companies After
January 1
The Exchange proposes to grant
enhanced eligibility for products and
services under Section 907.00 to
companies that become eligible during
the course of a calendar year. In the
event that a U.S. issuer or non-U.S.
company completes a corporate action
during the course of a calendar year for
which its eligibility for services is being
determined and that corporate action
increases the number of shares it has
outstanding, the Exchange would
calculate its outstanding shares
immediately after such corporate action
and determine whether it has become
eligible to receive Tier One or Tier Two
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services. If eligible, the Exchange would
offer such services for the remainder of
that calendar year, with such eligibility
commencing as of the beginning of the
following calendar month.
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Period of Eligibility for Whistleblower
Services
The Exchange currently provides all
listed issuers with complimentary
access to whistleblower hotline services
(with a commercial value of
approximately $4,000 annually) for a
period of 24 calendar months. The
Exchange proposes to extend this period
of eligibility to 48 months.
The specific tools and services offered
to Eligible New Listings and Eligible
Transfer Companies and eligible
currently listed companies as part of the
complimentary offering limited to those
categories of issuers under Section
907.00 are provided solely by thirdparty vendors. In deciding which
complimentary products and services to
provide, the NYSE considers the quality
of competing products and services and
the needs of its listed issuers in
selecting the vendors. The NYSE may
change vendors from time to time based
on this ongoing review of the products
and services provided by current
vendors and its willingness to change
vendors is consistent with competition
for vendor services.
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. In this
regard, NYSE notes that it may choose
to use multiple vendors for the same
type of product or service. The NYSE
also notes that, from time to time,
issuers elect to purchase products and
services from other vendors at their own
expense instead of accepting the
products and services described above
offered by the Exchange.
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.14 Section
6(b)(4) 15 requires that exchange rules
provide for the equitable allocation of
reasonable dues, fees, and other charges
among its members and issuers and
other persons using the facilities of an
exchange. Section 6(b)(5) 16 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
14 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
16 15 U.S.C. 78f(b)(5).
issuers, brokers, or dealers. Section
6(b)(8) 17 prohibits any exchange rule
from imposing any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act.
The NYSE faces competition in the
market for listing services, and
competes, in part, by offering valuable
services to companies. The Exchange
believes that it is reasonable to offer
complimentary services to attract and
retain listings as part of this
competition.
The Exchange does not believe that
the proposal to modify the suite of
complimentary products and services it
provides to eligible listed companies
harms the market for those products and
services in a way that constitutes a
burden on competition or an inequitable
allocation of fees or fails to promote just
and equitable principles of trade, in a
manner inconsistent with the Act. The
specific tools and services offered to
eligible listed companies as part of the
complimentary offering under Section
907.00 are provided solely by thirdparty vendors. As noted above, issuers
are not required to utilize the
complimentary products and services
and some issuers have selected
competing products and services. The
NYSE believes that its consideration of
quality and the needs of its listed
issuers in selecting the vendors and its
willingness to change vendors is
consistent with competition for vendor
services. In this regard, the NYSE notes
that it may choose to use multiple
vendors for the same type of product or
service. The NYSE also notes that, from
time to time, issuers elect to purchase
products and services from other
vendors at their own expense instead of
accepting the products and services
described above offered by the
Exchange.
The proposed rule amendments make
a number of adjustments in the types
and levels of products and services
provided to companies. Those
adjustments are minor in nature and
generally reflect changes in which the
service providers on which the
Exchange relies package their products
and services. Nor is there any significant
change in the overall value of the
services to which any company would
be entitled. Consequently, the Exchange
believes that the proposed amendments
to the available products and services,
and the terms on which they are offered,
represent an equitable allocation of the
services provided under the rule and is
not unfairly discriminatory.
15 15
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U.S.C. 78f(b)(8).
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The proposed rule amendments
provide that (i) Eligible New Listings
and Eligible Transfers that qualify for
Tier A; and (ii) currently listed
companies that qualify for Tier One
will, in each case, be eligible to choose
different levels of services from the
different categories subject to a
maximum overall value of services
used. The Exchange believes that this
approach is not unfairly discriminatory
as it simply provides companies with
appropriate flexibility in choosing the
types and levels of service that best
meet their needs while ensuring that all
qualified companies within a tier are
entitled to receive the same dollar value
of services.
The proposed rule amendments
provide for the ability of companies to
qualify for Tier One or Tier Two
services during the course of a calendar
year and receive those services on a
prorated basis for the balance of that
calendar year. As these companies
would only become eligible if they met
the same shares outstanding
requirements as companies that were
already receiving the services of the
applicable tier, the Exchange believes
that this proposed amendment
represents an equitable allocation of the
services provided under the rule and is
not unfairly discriminatory.
Finally, the Exchange also believes it
is reasonable to balance its need to
remain competitive with other listing
venues, while at the same time ensuring
adequate revenue to meet its regulatory
responsibilities. The Exchange notes
that no other company will be required
to pay higher fees because of this
proposal, and it represents that
providing the proposed services will
have no impact on the resources
available for its regulatory programs.
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 Exchange faces competition
in the market for listing services, and
competes, in part, by offering valuable
services to companies. The proposed
rule change reflects that competition,
but it does not impose any burden on
the competition with other exchanges.
Rather, the Exchange believes the
proposed changes will enhance
competition for listings, as it will
increase the competition for new
listings and the listing of companies that
are currently listed on other exchanges.
Other exchanges can also offer similar
services to companies, thereby
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Federal Register / Vol. 86, No. 247 / Wednesday, December 29, 2021 / Notices
increasing competition to the benefit of
those companies and their shareholders.
Accordingly, the Exchange does not
believe the proposed rule change will
impose any burden on competition that
is not necessary or appropriate in
furtherance of the purposes of the Act.
In addition, the Exchange does not
believe that the proposal to modify the
suite of complimentary products and
services it provides to eligible listed
companies will impose any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act. In this regard, the
NYSE notes that the specific tools and
services offered to eligible listed
companies as part of the complimentary
offering limited to those categories of
issuers under Section 907.00 are
provided solely by third-party vendors.
In addition, the NYSE may choose to
use multiple vendors for the same type
of product or service. The NYSE also
notes that currently listed and newly
listed companies would not be required
to accept the offered products and
services from the NYSE, and an issuer’s
receipt of an NYSE listing is not
conditioned on the issuer’s acceptance
of such products and services. In
addition, the NYSE notes that, from
time to time, issuers elect to purchase
products and services from other
vendors at their own expense instead of
accepting the products and services
described above offered by the
Exchange.
khammond on DSKJM1Z7X2PROD with NOTICES
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
Within 45 days of the date of
publication of this notice in the Federal
Register or up to 90 days (i) as the
Commission may designate if it finds
such longer period to be appropriate
and publishes its reasons for so finding
or (ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
20:20 Dec 28, 2021
Jkt 256001
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021–28326 Filed 12–28–21; 8:45 am]
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–NYSE–2021–68 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–2021–68. 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–2021–68 and should
be submitted on or before January 19,
2022.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
VerDate Sep<11>2014
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93850; File No. SR–NYSE–
2021–75]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend its
Rules To Add New Subparagraph (i)(6)
to Rule 7.31
December 22, 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 December
16, 2021, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) a
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. 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 its
rules to (1) add new subparagraph (i)(6)
to Rule 7.31 (Orders and Modifiers)
regarding orders designated with a
‘‘retail’’ modifier and (2) delete current
Rule 13 (Retail Modifier). 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,
18 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
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]]>Agencies
[Federal Register Volume 86, Number 247 (Wednesday, December 29, 2021)]
[Notices]
[Pages 74115-74119]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28326]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93865; File No. SR-NYSE-2021-68]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Revise the Suite of
Complimentary Products and Services Offered to Listed Companies
December 23, 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 December 13, 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,
II, and III 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 revise the suite of complimentary products
and services offered to listed companies pursuant to Section 902.07
[sic] of the NYSE Listed Company Manual. 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.
[[Page 74116]]
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Products and Services Currently Provided Under Section 907.00
Section 907.00 of the NYSE Listed Company Manual sets forth
complimentary products and services that issuers are entitled to
receive in connection with their NYSE listing. The Exchange currently
offers certain complimentary products and services and access to
discounted third-party products and services through the NYSE Market
Access Center to currently and newly 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).
The products and services are offered to Eligible New Listings \4\
and Eligible Transfer Companies \5\ based on the following tiers: \6\
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\4\ For 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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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, Web-casting,
and news distribution products and services for a period of 48 calendar
months.
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 for a period of 48 calendar months.
The products and services are offered to currently listed companies
that meet the eligibility requirements (``Eligible Current Listings'')
based on the following tiers:
Tier One: The Exchange offers (i) a choice of market surveillance
or market analytics products and services, and (ii) Web-hosting and
Web-casting products and services to U.S. issuers that have 270 million
or more total shares of common stock issued and outstanding in all
share classes, including and in addition to Treasury shares, and non-
U.S. companies that have 270 million or more shares of an equity
security issued and outstanding in the U.S., each calculated annually
as of September 30 \7\ of the preceding year.
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\7\ A U.S. issuer or non-U.S. company that has the requisite
number of shares outstanding on September 30 will begin (or
continue, as the case may be) to receive the suite of complimentary
products and services for which it is eligible as of the following
January 1. In the event that a U.S. issuer or non-U.S. company
completes a corporate action between October 1 and December 31 that
increases the number of shares it has outstanding, the Exchange will
calculate its outstanding shares as of December 31 and determine
whether it has become eligible to receive Tier One or Tier Two
services. If eligible, the Exchange will offer such services as of
the immediately succeeding January 1.
---------------------------------------------------------------------------
Tier Two: At each such issuer's election, the Exchange offers a
choice of either: (1) Market analytics; or (2) Web-hosting and Web-
casting products to:
(1) U.S. issuers that have 160 million to 269,999,999 total shares
of common stock issued and outstanding in all share classes, including
and in addition to Treasury shares, calculated annually as of September
30 \8\ of the preceding year; and
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\8\ Id.
---------------------------------------------------------------------------
(2) non-U.S. companies that have 160 million to 269,999,999 shares
of an equity security issued and outstanding in the U.S., calculated
annually as of September 30 \9\ of the preceding year.
---------------------------------------------------------------------------
\9\ Id.
---------------------------------------------------------------------------
In addition to the foregoing, the Exchange provides all listed
issuers with complimentary access to whistleblower hotline services
(with a commercial value of approximately $4,000 annually) for a period
of 24 calendar months.
Proposed Amendments to Section 907.00
The Exchange proposes to amend Section 907.00. Once the amendments
described herein are approved, Eligible Current Listings will be
entitled on a prorated annual basis to a new suite of products and
services starting on the first day of the first calendar month after
the approval date for the proposed amendments.\10\ Eligible New
Listings and Eligible Transfer Companies will receive the proposed new
suite of products and services if they list on or after the date this
proposal is approved by the SEC.\11\
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\10\ The current form of Section 907.00 will remain in the
Manual and be applicable to Eligible Current Listings for the period
beginning January 1, 2022 through the end of the calendar month in
which these proposed amendments are approved. During that period,
Eligible Current Listings will be entitled to receive the annual
suite of products and services currently set forth in Section
907.00, on a prorated basis. Eligible New Listings and Eligible
Transfer Companies that list prior to approval of the proposed
amendments will be entitled to the suite of products and services
for which they are eligible under Section 907.00 in its current
form.
\11\ Id.
---------------------------------------------------------------------------
Issuers are not required as a condition of listing to utilize the
complimentary products and services available to them pursuant to
Section 907.00 and issuers may decide to contract themselves for other
products and services. Companies receiving products and services as
Eligible New Listings or Eligible Transfer Companies \12\ that list
before the operative date will continue to be eligible to receive the
products and services for which they are eligible under the rule as in
effect before that date.
---------------------------------------------------------------------------
\12\ The Exchange is not proposing to change the definitions of
Eligible New Listings and Eligible Transfer Companies.
---------------------------------------------------------------------------
Modified List of Products and Services
The Exchange proposes to amend the suite of products and services
provided under Section 907.00. As amended, the suite of available
products and services would be as follows: Market intelligence (with a
maximum commercial value of approximately $50,000 annually), market
analytics (with a maximum commercial value of approximately $30,000
annually), board of directors platform (with a maximum commercial value
of approximately $40,000 annually), virtual event platform (with a
maximum commercial value of approximately $30,000 annually),
environmental, social and governance tools (collectively ``ESG'') (with
a maximum commercial value of approximately $30,000 annually), Web-
[[Page 74117]]
hosting and Web-casting products and services (with a maximum
commercial value of approximately $25,000 annually), and news
distribution products and services (with a maximum commercial value of
approximately $20,000 annually).\13\
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\13\ The proposed rule amendments do not refer to these products
and services being provided through the Exchange's Market Access
Center, as is the case in the comparable description in the current
rule. This does not reflect any change in the nature of the services
to be provided or how issuers will access those services. The Market
Access Center concept was simply a way of identifying the entire
suite of available products and services and promoting their
availability to issuers. The Exchange no longer emphasizes this
approach in communicating with issuers about the products and
services and therefore proposes to remove the reference to the
Market Access Center from Section 907.00.
---------------------------------------------------------------------------
The proposed services offering includes market intelligence, rather
than market surveillance in the current rule. This change reflects a
change over time in the scope of the types of service packages offered
by the service providers from whom the Exchange purchases these
services. Historically, those packages were generally limited to
providing surveillance services, which consisted of monitoring an
issuer's larger shareholders and how the size of their holdings changed
over time. These service providers now also provide additional
information that is intended to track investors'' views about an issuer
and how those views change over time. As this additional service is
included in the package provided to listed companies, the Exchange
believes it is appropriate to reflect that fact by changing the
terminology from market surveillance to market intelligence. The small
decrease in the value attributed to this service is a result of pricing
competition in a highly competitive market for these services.
The current rule treats Web-hosting and Web-casting services as two
separate items in the suite of available services, while the proposed
rule amendments aggregate them as a single option. The Exchange is
making this change in response to developments over time in how its
service providers package their service offerings, as service providers
now market these two services together rather than separately. The
aggregate value of Web-hosting and Web-casting services would increase
slightly due to increased prices charged by service providers.
In certain cases, the proposed rule amendments adopt a different
approach from the current rule in how it gives companies the ability to
choose the services they receive. The current rule is structured to
give listed companies a choice among the various service categories,
where choosing a particular service requires the company to forego
another service category entirely (for example, a company with Tier One
eligibility can choose either market surveillance or market analytics
products and services but cannot receive both). The proposed rule
amendments adopt a more flexible approach for: (i) Eligible New
Listings and Eligible Transfers that qualify for Tier A; and (ii)
currently listed companies that qualify for Tier One. In these cases,
companies will be eligible to choose different levels of services from
the different categories, subject to a maximum overall value of
services used. The Exchange believes that this approach will provide
companies with appropriate flexibility in choosing the types and levels
of service that best meet their needs, while providing that all
qualified companies within a tier are entitled to receive the same
dollar value of services.
Amended Offering for Eligible New Listings and Eligible Transfers
The proposed amended offering of products and services for Eligible
New Listings and Eligible Transfers would be as follows:
Tier A: For a period of 48 calendar months, Eligible New Listings
and Eligible Transfer Companies that list on the Exchange after
approval of these amendments 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 products and services with a maximum
combined commercial value of approximately $125,000 annually,
consisting of (i) Web-hosting and Web-casting products and services and
(ii) news distribution products and services and (iii) a selection from
among a suite of products and services, including market intelligence,
market analytics, board of directors platform, virtual event platform,
or ESG products and services.
Tier B: For a period of 48 calendar months, Eligible New Listings
and Eligible Transfer Companies that list on the Exchange after
approval of these amendments 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 (i) Web-hosting and Web-casting products
and services; (ii) market analytics; and (iii) news distribution
products and services.
The methodology used for determining global market value under the
proposed amended rule for an Eligible New Listing or Eligible Transfer
Company would be the same as is used under the current rule.
Amended Offering for Currently Listed Companies
The proposed amended offering of products and services for Eligible
Current Listings would be as follows:
Tier One: For U.S. issuers that have 270 million or more total
shares of common stock issued and outstanding in all share classes,
including and in addition to Treasury shares, and non-U.S. companies
that have 270 million or more shares of an equity security issued and
outstanding in the U.S., each calculated annually as of September 30 of
the preceding year, the Exchange would offer products and services with
a maximum combined commercial value of approximately $75,000 annually,
consisting of (i) Web-hosting and Web-casting products and services and
(ii) a selection from among a suite of products and services, including
market intelligence, market analytics, board of directors platform,
virtual event platform, or ESG products and services.
Tier Two: At each issuer's election, the Exchange would offer a
choice of: (i) Market analytics; (ii) Web-hosting and Web-casting
products; or (iii) virtual event platform to:
(1) U.S. issuers that have 160 million to 269,999,999 total shares
of common stock issued and outstanding in all share classes, including
and in addition to Treasury shares, calculated annually as of September
30 of the preceding year; and
(2) non-U.S. companies that have 160 million to 269,999,999 shares
of an equity security issued and outstanding in the U.S., calculated
annually as of September 30 of the preceding year.
The methodology used in determining the number of shares issued and
outstanding for purposes of eligibility for Tier One or Tier Two would
be the same as under the current rule.
Proposal To Adjust Entitlements of Currently Listed Companies After
January 1
The Exchange proposes to grant enhanced eligibility for products
and services under Section 907.00 to companies that become eligible
during the course of a calendar year. In the event that a U.S. issuer
or non-U.S. company completes a corporate action during the course of a
calendar year for which its eligibility for services is being
determined and that corporate action increases the number of shares it
has outstanding, the Exchange would calculate its outstanding shares
immediately after such corporate action and determine whether it has
become eligible to receive Tier One or Tier Two
[[Page 74118]]
services. If eligible, the Exchange would offer such services for the
remainder of that calendar year, with such eligibility commencing as of
the beginning of the following calendar month.
Period of Eligibility for Whistleblower Services
The Exchange currently provides all listed issuers with
complimentary access to whistleblower hotline services (with a
commercial value of approximately $4,000 annually) for a period of 24
calendar months. The Exchange proposes to extend this period of
eligibility to 48 months.
The specific tools and services offered to Eligible New Listings
and Eligible Transfer Companies and eligible currently listed companies
as part of the complimentary offering limited to those categories of
issuers under Section 907.00 are provided solely by third-party
vendors. In deciding which complimentary products and services to
provide, the NYSE considers the quality of competing products and
services and the needs of its listed issuers in selecting the vendors.
The NYSE may change vendors from time to time based on this ongoing
review of the products and services provided by current vendors and its
willingness to change vendors is consistent with competition for vendor
services.
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. In this regard, NYSE notes
that it may choose to use multiple vendors for the same type of product
or service. The NYSE also notes that, from time to time, issuers elect
to purchase products and services from other vendors at their own
expense instead of accepting the products and services described above
offered by the Exchange.
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.\14\ Section 6(b)(4) \15\ requires that exchange rules
provide for the equitable allocation of reasonable dues, fees, and
other charges among its members and issuers and other persons using the
facilities of an exchange. Section 6(b)(5) \16\ 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. Section 6(b)(8) \17\ prohibits
any exchange rule from imposing any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(4).
\16\ 15 U.S.C. 78f(b)(5).
\17\ 15 U.S.C. 78f(b)(8).
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The NYSE faces competition in the market for listing services, and
competes, in part, by offering valuable services to companies. The
Exchange believes that it is reasonable to offer complimentary services
to attract and retain listings as part of this competition.
The Exchange does not believe that the proposal to modify the suite
of complimentary products and services it provides to eligible listed
companies harms the market for those products and services in a way
that constitutes a burden on competition or an inequitable allocation
of fees or fails to promote just and equitable principles of trade, in
a manner inconsistent with the Act. The specific tools and services
offered to eligible listed companies as part of the complimentary
offering under Section 907.00 are provided solely by third-party
vendors. As noted above, issuers are not required to utilize the
complimentary products and services and some issuers have selected
competing products and services. The NYSE believes that its
consideration of quality and the needs of its listed issuers in
selecting the vendors and its willingness to change vendors is
consistent with competition for vendor services. In this regard, the
NYSE notes that it may choose to use multiple vendors for the same type
of product or service. The NYSE also notes that, from time to time,
issuers elect to purchase products and services from other vendors at
their own expense instead of accepting the products and services
described above offered by the Exchange.
The proposed rule amendments make a number of adjustments in the
types and levels of products and services provided to companies. Those
adjustments are minor in nature and generally reflect changes in which
the service providers on which the Exchange relies package their
products and services. Nor is there any significant change in the
overall value of the services to which any company would be entitled.
Consequently, the Exchange believes that the proposed amendments to the
available products and services, and the terms on which they are
offered, represent an equitable allocation of the services provided
under the rule and is not unfairly discriminatory.
The proposed rule amendments provide that (i) Eligible New Listings
and Eligible Transfers that qualify for Tier A; and (ii) currently
listed companies that qualify for Tier One will, in each case, be
eligible to choose different levels of services from the different
categories subject to a maximum overall value of services used. The
Exchange believes that this approach is not unfairly discriminatory as
it simply provides companies with appropriate flexibility in choosing
the types and levels of service that best meet their needs while
ensuring that all qualified companies within a tier are entitled to
receive the same dollar value of services.
The proposed rule amendments provide for the ability of companies
to qualify for Tier One or Tier Two services during the course of a
calendar year and receive those services on a prorated basis for the
balance of that calendar year. As these companies would only become
eligible if they met the same shares outstanding requirements as
companies that were already receiving the services of the applicable
tier, the Exchange believes that this proposed amendment represents an
equitable allocation of the services provided under the rule and is not
unfairly discriminatory.
Finally, the Exchange also believes it is reasonable to balance its
need to remain competitive with other listing venues, while at the same
time ensuring adequate revenue to meet its regulatory responsibilities.
The Exchange notes that no other company will be required to pay higher
fees because of this proposal, and it represents that providing the
proposed services will have no impact on the resources available for
its regulatory programs.
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 Exchange
faces competition in the market for listing services, and competes, in
part, by offering valuable services to companies. The proposed rule
change reflects that competition, but it does not impose any burden on
the competition with other exchanges. Rather, the Exchange believes the
proposed changes will enhance competition for listings, as it will
increase the competition for new listings and the listing of companies
that are currently listed on other exchanges. Other exchanges can also
offer similar services to companies, thereby
[[Page 74119]]
increasing competition to the benefit of those companies and their
shareholders. Accordingly, the Exchange does not believe the proposed
rule change will impose any burden on competition that is not necessary
or appropriate in furtherance of the purposes of the Act.
In addition, the Exchange does not believe that the proposal to
modify the suite of complimentary products and services it provides to
eligible listed companies will impose any burden on competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
In this regard, the NYSE notes that the specific tools and services
offered to eligible listed companies as part of the complimentary
offering limited to those categories of issuers under Section 907.00
are provided solely by third-party vendors. In addition, the NYSE may
choose to use multiple vendors for the same type of product or service.
The NYSE also notes that currently listed and newly listed companies
would not be required to accept the offered products and services from
the NYSE, and an issuer's receipt of an NYSE listing is not conditioned
on the issuer's acceptance of such products and services. In addition,
the NYSE notes that, from time to time, issuers elect to purchase
products and services from other vendors at their own expense instead
of accepting the products and services described above offered by the
Exchange.
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
Within 45 days of the date of publication of this notice in the
Federal Register or up to 90 days (i) as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or (ii) as to which the self-regulatory
organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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-2021-68 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-2021-68. 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-2021-68 and should be
submitted on or before January 19, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021-28326 Filed 12-28-21; 8:45 am]
BILLING CODE 8011-01-P
