Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Extending the Expiration Date of the Temporary Amendments to Rules 9261 and 9830, 1794-1797 [2022-00382]

Download as PDF 1794 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 1. Evaluate whether the proposed collection of information is necessary for the proper performance of functions of the agency, including whether the information will have practical utility; 2. Evaluate the accuracy of the agency’s estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; 3. Enhance the quality, utility, and clarity of the information to be collected; and 4. Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, e.g., permitting electronic submissions of responses. RI 38–117, Rollover Election, is used to collect information from each payee affected by a change in the tax code so that OPM can make payment in accordance with the wishes of the payee. RI 38–118, Rollover Information, explains the election. RI 37–22, Special Tax Notice Regarding Rollovers, provides more detailed information. Analysis Agency: Retirement Operations, Retirement Services, Office of Personnel Management. Title: Rollover Election, Rollover Information, and Special Tax Notice Regarding Rollover. OMB Number: 3206–0212. Frequency: On occasion. Affected Public: Individuals or Households. Number of Respondents: 1,500. Estimated Time per Respondent: 40 minutes. Total Burden Hours: 1,000. Office of Personnel Management. Alexys Stanley, Regulatory Affairs Analyst. [FR Doc. 2022–00450 Filed 1–11–22; 8:45 am] lotter on DSK11XQN23PROD with NOTICES1 BILLING CODE 6325–38–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93920; File No. SR–NYSE– 2021–78] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Extending the Expiration Date of the Temporary Amendments to Rules 9261 and 9830 January 6, 2022. 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 27, 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 extending the expiration date of the temporary amendments to Rules 9261 and 9830 as set forth in SR–NYSE–2021–76 from December 31, 2021, to March 31, 2022, in conformity with recent changes by the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’). The proposed rule change would not make any changes to the text of NYSE Rules 9261 and 9830. 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 VerDate Sep<11>2014 17:04 Jan 11, 2022 Jkt 256001 PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes extending the expiration date of the temporary amendments as set forth in SR–NYSE– 2020–76 4 to Rules 9261 (Evidence and Procedure in Hearing) and 9830 (Hearing) from December 31, 2021, to March 31, 2022 to harmonize with recent changes by FINRA to extend the expiration date of the temporary amendments to its Rules 9261 and 9830. SR–NYSE–2020–76 temporarily granted to the Chief or Deputy Chief Hearing Officer the authority to order that hearings be conducted by video conference if warranted by public health risks posed by in-person hearings during the ongoing COVID–19 pandemic. The proposed rule change would not make any changes to the text of Exchange Rules 9261 and 9830.5 Background In 2013, the NYSE adopted disciplinary rules that are, with certain exceptions, substantially the same as the FINRA Rule 8000 Series and Rule 9000 Series, and which set forth rules for conducting investigations and enforcement actions.6 The NYSE disciplinary rules were implemented on July 1, 2013.7 In adopting disciplinary rules modeled on FINRA’s rules, the NYSE adopted the hearing and evidentiary processes set forth in Rule 9261 and in Rule 9830 for hearings in matters involving temporary and permanent cease and desist orders under the Rule 9800 Series. As adopted, the text of Rule 9261 is identical to the counterpart FINRA rule. Rule 9830 is substantially the same as FINRA’s rule, except for conforming and technical amendments.8 4 See Securities Exchange Act Release No. 90024 (September 28, 2020), 85 FR 62353 (October 2, 2020) (SR–NYSE–2020–76) (‘‘SR–NYSE–2020–76’’). 5 The Exchange may submit a separate rule filing to extend the expiration date of the proposed extension beyond March 31, 2022 if the Exchange requires additional temporary relief from the rule requirements identified in NYSE–SR–2020–76. The amended NYSE rules will revert back to their original state at the conclusion of the temporary relief period and any extension thereof. 6 See Securities Exchange Act Release No. 68678 (January 16, 2013), 78 FR 5213 (January 24, 2013) (SR–NYSE–2013–02) (‘‘2013 Notice’’), 69045 (March 5, 2013), 78 FR 15394 (March 11, 2013) (SR– NYSE–2013–02) (‘‘2013 Approval Order’’), and 69963 (July 10, 2013), 78 FR 42573 (July 16, 2013) (SR–NYSE–2013–49). 7 See NYSE Information Memorandum 13–8 (May 24, 2013). 8 See 2013 Approval Order, 78 FR at 15394, n.7 & 15400; 2013 Notice, 78 FR at 5228 & 5234. E:\FR\FM\12JAN1.SGM 12JAN1 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices lotter on DSK11XQN23PROD with NOTICES1 In response to the COVID–19 global health crisis and the corresponding need to restrict in-person activities, on August 31, 2020, FINRA filed with the Commission a proposed rule change for immediate effectiveness, SR–FINRA– 2020–027, which allowed FINRA’s Office of Hearing Officers (‘‘OHO’’) to conduct hearings, on a temporary basis, by video conference, if warranted by the current COVID–19-related public health risks posed by an in-person hearing. Among the rules FINRA amended were Rules 9261 and 9830.9 Given that FINRA and OHO administers disciplinary hearings on the Exchange’s behalf, and that the public health concerns addressed by FINRA’s amendments apply equally to Exchange disciplinary hearings, on September 15, 2020, the Exchange filed to temporarily amend Rule 9261 and Rule 9830 to permit FINRA to conduct virtual hearings on its behalf.10 In December 2020, FINRA filed a proposed rule change, SR–FINRA–2020–042, to extend the expiration date of the temporary amendments in SR–FINRA–2020–027 from December 31, 2020, to April 30, 2021.11 On December 22, 2020, the Exchange filed to extend the temporary amendments to Rule 9261 and Rule 9830 to April 30, 2021.12 On April 1, 2021, FINRA filed a proposed rule change, SR–FINRA–2021–006, to extend the expiration date of the temporary rule amendments to, among other rules, FINRA Rule 9261 and 9830 from April 30, 2021, to August 31, 2021.13 On April 20, 2021, the Exchange filed to extend the temporary amendments to Rule 9261 and Rule 9830 to August 31, 2021.14 On August 13, 2021, FINRA filed a proposed rule change, SR–FINRA– 2021–019, to extend the expiration date of the temporary amendments to, among other rules, FINRA Rule 9261 and 9830 from August 31, 2021, to December 31, 2021.15 On August 27, 2021, the Exchange filed to extend the temporary amendments to Rule 9261 and Rule 9 See Securities Exchange Act Release No. 89737 (September 2, 2020), 85 FR 55712 (September 9, 2020) (SR–FINRA–2020–027) (the ‘‘August 31 FINRA Filing’’). 10 See note 4, supra. 11 See Securities Exchange Act Release No. 90619 (December 9, 2020), 85 FR 81250 (December 15, 2020) (SR–FINRA–2020–042). 12 See Securities Exchange Act Release No. 90821 (December 30, 2020), 86 FR 644 (January 6, 2021) (SR–NYSE–2020–107). 13 See Securities Exchange Act Release No. 91495 (April 7, 2021), 86 FR 19306 (April 13, 2021) (SR– FINRA–2021–006). 14 See Securities Exchange Act Release No. 91629 (April 22, 2021), 86 FR 22505 (April 28, 2021) (SR– NYSE–2020–27). 15 See Securities Exchange Act Release No. 92685 (August 17, 2021), 86 FR 47169 (August 23, 2021) (SR–FINRA–2021–019). VerDate Sep<11>2014 17:04 Jan 11, 2022 Jkt 256001 9830 to December 31, 2021, after which the temporary amendments will expire absent another proposed rule change filing by the Exchange.16 While there are signs of improvement, FINRA has determined that much uncertainty remains for the coming months. The presence of the Delta variant, dissimilar vaccination rates throughout the United States, and the uptick in transmissions in many locations indicate that COVID–19 remains an active and real public health concern.17 Due to the uncertainty and the lack of a clear timeframe for a sustained and widespread abatement of COVID–19-related health concerns and corresponding restrictions,18 FINRA believes that there is a continued need for temporary relief beyond December 16 See Securities Exchange Act Release No. 92907 (September 9, 2021), 86 FR 51421 (September 15, 2021) (SR–NYSE–2021–47). 17 See Securities Exchange Act Release No. 93758 (December 13, 2021), 86 FR 71695 (December 17, 2021) (SR–FINRA–2021–031) (‘‘SR–FINRA–2021– 031’’). FINRA noted that, for example, President Joe Biden on July 29, 2021, announced several measures to increase the number of people vaccinated against COVID–19 and to slow the spread of the Delta variant, including strengthening safety protocols for federal government employees and contractors. See https://www.whitehouse.gov/ briefing-room/statements-releases/2021/07/29/ factsheet-president-biden-to-announce-new-actionsto-get-more-americansvaccinated-and-slow-thespread-of-the-delta-variant/. Thereafter, the Biden Administration announced on November 4, 2021, details of two major vaccination policies to further help fight COVID–19. See https:// www.whitehouse.gov/briefing-room/statementsreleases/2021/11/04/factsheet-bidenadministration-announces-details-of-two-majorvaccination-policies/. Most recently, President Biden announced several new actions to help protect Americans against the Delta and Omicron variants. See https://www.whitehouse.gov/briefingroom/statements-releases/2021/12/02/factsheetpresident-biden-announces-new-actions-to-protectamericans-against-thedelta-and-omicron-variantsas-we-battle-covid-19-this-winter/. See SR–FINRA– 2021–031, 86 FR at 71695, n. 6. 18 For instance, FINRA noted that the Centers for Disease Control and Prevention (‘‘CDC’’) recently announced that the first confirmed case of COVID– 19 caused by the Omicron variant was detected in the United States. See https://www.cdc.gov/media/ releases/2021/s1201-omicron-variant.html. The CDC also recommends that fully vaccinated people wear a mask in public indoor settings in areas of substantial or high transmission and noted that fully vaccinated people might choose to wear a mask regardless of the level of transmission, particularly if they are immunocompromised or at increased risk for severe disease from COVID–19. See https://www.cdc.gov/coronavirus/2019-ncov/ vaccines/fully-vaccinated-guidance.html. Furthermore, as FINRA also noted, numerous states currently have COVID–19 restrictions in place. Six states (Hawaii, Illinois, Nevada, New Mexico, Oregon, and Washington) require most people to wear masks in indoor public places regardless of vaccination status, and three states (California, Connecticut, and New York) have mask mandates in indoor public places for those individuals who are unvaccinated. Several other states have mask mandates in certain settings, such as healthcare facilities, schools, and correctional facilities. See SR–FINRA–2021–031, 86 FR at 71696, n. 7. PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 1795 31, 2021.19 On December 7, 2021, FINRA accordingly filed to extend the expiration date of the temporary rule amendments to, among other rules, FINRA Rule 9261 and 9830 from December 31, 2021, to March 31, 2022.20 Proposed Rule Change Consistent with FINRA’s recent proposal, the Exchange proposes to extend the expiration date of the temporary rule amendments to NYSE Rules 9261 and 9830 as set forth in SR– NYSE–2020–76 from December 31, 2021, to March 31, 2022. As set forth in SR–FINRA 2021–031, while there are signs of improvement, much uncertainty remains for the coming months. The presence of the Delta variant, dissimilar vaccination rates throughout the United States, and the uptick in transmissions in many locations indicate that COVID–19 remains an active and real public health concern.21 Due to the uncertainty and the lack of a clear timeframe for a sustained and widespread abatement of COVID–19-related health concerns and corresponding restrictions,22 FINRA believes that there is a continued need for temporary relief beyond December 31, 2021.23 FINRA accordingly proposed to extend the expiration date of the temporary rule amendments from December 31, 2021, to March 31, 2022. The Exchange proposes to similarly extend the expiration date of the temporary rule amendments to NYSE Rules 9261 and 9830 as set forth in SR– NYSE–2020–76 from December 31, 2021, to March 31, 2022. The Exchange agrees with FINRA that, while there are signs of improvement, much uncertainty remains for the coming months. The Exchange also agrees that, due to the uncertainty and the lack of a clear timeframe for a sustained and widespread abatement of COVID–19related health concerns and corresponding restrictions, for the reasons set forth in SR–FINRA–2021– 031, there is a continued need for this temporary relief beyond December 31, 2021. The proposed change would permit OHO to continue to assess, based on critical COVID–19 data and criteria and the guidance of health and security consultants, whether an in-person hearing would compromise the health and safety of the hearing participants such that the hearing should proceed by video conference. As noted in SR– 19 See SR–FINRA–2021–031, 86 FR at 71695–96. SR–FINRA–2021–031, 86 FR at 71695. 21 See note 17, supra. 22 See note 18, supra. 23 See SR–FINRA–2021–031, 86 FR at 71695. 20 See E:\FR\FM\12JAN1.SGM 12JAN1 1796 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices lotter on DSK11XQN23PROD with NOTICES1 FINRA–2021–031, in deciding whether to schedule a hearing by video conference, OHO may consider a variety of other factors in addition to COVID– 19 trends. Similarly, as noted in SR– FINRA–2021–031, in SR–FINRA–2020– 027, FINRA provided a non-exhaustive list of other factors OHO may take into consideration, including a hearing participant’s individual health concerns and access to the connectivity and technology necessary to participate in a video conference hearing.24 The Exchange believes that this is a reasonable procedure to continue to follow for hearings under Rules 9261 and 9830 chaired by a FINRA employee. As noted below, the Exchange has filed the proposed rule change for immediate effectiveness and has requested that the SEC waive the requirement that the proposed rule change not become operative for 30 days after the date of the filing, so the Exchange can implement the proposed rule change immediately. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act,25 in general, and furthers the objectives of Section 6(b)(5),26 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to, and perfect the mechanism of, a free and open market and a national market system and, in general, to protect investors and the public interest. Additionally, the Exchange believes the proposed rule change is designed to provide a fair procedure for the disciplining of members and persons associated with members, consistent with Sections 6(b)(7) and 6(d) of the Act.27 The Exchange believes that the proposed rule change supports the objectives of the Act by providing greater harmonization between Exchange rules and FINRA rules of similar purpose, resulting in less burdensome and more efficient regulatory compliance. As such, the proposed rule change will foster cooperation and coordination with persons engaged in facilitating transactions in securities and will remove impediments to and perfect the 24 See SR–FINRA–2021–031, 86 FR at 71695, n. 13. 25 15 U.S.C. 78f(b). 26 15 U.S.C. 78f(b)(5). 27 15 U.S.C. 78f(b)(7) & 78f(d). VerDate Sep<11>2014 17:04 Jan 11, 2022 mechanism of a free and open market and a national market system. The proposed rule change, which extends the expiration date of the temporary amendments to Exchange rules consistent with FINRA’s extension to its Rules 9261 and 9830 as set forth in SR–FINRA–2021–031, will permit the Exchange to continue to effectively conduct hearings during the COVID–19 pandemic. Given the current and frequently changing COVID–19 conditions and the uncertainty around when those conditions will see meaningful, widespread and sustained improvement, without this relief allowing OHO to proceed by video conference, some or all hearings may have to be postponed. The ability to conduct hearings by video conference will permit the adjudicatory functions of the Exchange’s disciplinary rules to continue unabated, thereby avoiding protracted delays. The Exchange believes that this is especially important in matters where temporary and permanent cease and desist orders are sought because the proposed rule change would enable those hearings to continue to proceed without delay, thereby enabling the Exchange to continue to take immediate action to stop significant, ongoing customer harm, to the benefit of the investing public. As set forth in detail in the SR– NYSE–2020–76, the temporary relief to permit hearings to be conducted via video conference maintains fair process and will continue to provide fair process consistent with Sections 6(b)(7) and 6(d) of the Act 28 while striking an appropriate balance between providing fair process and enabling the Exchange to fulfill its statutory obligations to protect investors and maintain fair and orderly markets while avoiding the COVID–19-related public health risks for hearing participants. The Exchange notes that this proposal, like SR–NYSE– 2020–76, provides only temporary relief. As proposed, the changes would be in place through March 31, 2022. As noted in SR–NYSE–2020–76 and above, the amended rules will revert back to their original state at the conclusion of the temporary relief period and, if applicable, any extension thereof. Accordingly, the proposed rule change extending this temporary relief is in the public interest and consistent with the Act’s purpose. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed temporary rule change 28 15 Jkt 256001 PO 00000 U.S.C. 78f(b)(7) & 78f(d). Frm 00082 Fmt 4703 Sfmt 4703 will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is not intended to address competitive issues but is rather intended solely to provide continued temporary relief given the impacts of the COVID–19 pandemic and the related health and safety risks of conducting in-person activities. The Exchange believes that the proposed rule change will prevent unnecessary impediments to critical adjudicatory processes and its ability to fulfill its statutory obligations to protect investors and maintain fair and orderly markets that would otherwise result if the temporary amendments were to expire on December 31, 2021. 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 29 and Rule 19b–4(f)(6) thereunder.30 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 and Rule 19b–4(f)(6)(iii) thereunder. A proposed rule change filed under Rule 19b–4(f)(6) 31 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),32 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 Exchange has indicated that the proposed rule change to extend the expiration date will continue to prevent 29 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). 31 17 CFR 240.19b–4(f)(6). 32 17 CFR 240.19b–4(f)(6)(iii). 30 17 E:\FR\FM\12JAN1.SGM 12JAN1 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices unnecessary impediments to its critical adjudicatory processes, and its ability to fulfill its statutory obligations to protect investors and maintain fair and orderly markets, that would otherwise result if the temporary amendments were to expire on December 31, 2021.33 Importantly, the Exchange has also stated that extending the relief provided in SR–NYSE–2020–76 immediately upon filing and without a 30-day operative delay will allow the Exchange to continue critical adjudicatory and review processes in a reasonable and fair manner and meet its critical investor protection goals, while also following best practices with respect to the health and safety of hearing participants.34 The Commission also notes that this proposal extends without change the temporary relief previously provided by SR–NYSE–2020–76.35 As proposed, the changes would be in place through March 31, 2022 and the amended rules will revert back to their original state at the conclusion of the temporary relief period and, if applicable, any extension thereof.36 For these reasons, the Commission believes that waiver of the 30-day operative delay for this proposal is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.37 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) 38 of the Act to determine whether the proposed rule 33 See supra Item II. SR–FINRA–2021–031 at 71698 (noting the same with respect to the health and safety of FINRA employees in granting FINRA’s request to waive the 30-day operative delay so that SR–FINRA–2021– 031 would become operative immediately upon filing). 35 See supra note 4. 36 See supra note 5. As noted above, the Exchange states that if it requires temporary relief from the rule requirements identified in this proposal beyond March 31, 2022 it may submit a separate rule filing to extend the effectiveness of the temporary relief under these rules. 37 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). 38 15 U.S.C. 78s(b)(2)(B). lotter on DSK11XQN23PROD with NOTICES1 34 See VerDate Sep<11>2014 17:04 Jan 11, 2022 Jkt 256001 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–2021–78 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–2021–78. 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–2021–78 and should be submitted on or before February 2, 2022. PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 1797 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.39 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–00382 Filed 1–11–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93924; File No. SR– NASDAQ–2021–045] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 2, To Modify Certain Pricing Limitations for Companies Listing in Connection With a Direct Listing Primary Offering January 6, 2022. On June 11, 2021, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 a proposed rule change to modify certain pricing limitations for companies listing in connection with a direct listing primary offering in which the company will sell shares itself in the opening auction on the first day of trading on the Exchange. The proposed rule change was published for comment in the Federal Register on June 30, 2021.4 On August 12, 2021, pursuant to Section 19(b)(2) of the Act,5 the Commission designated a longer period within which to either approve or disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.6 On September 24, 2021, the Commission instituted proceedings under Section 19(b)(2)(B) of the Act 7 to determine whether to approve or 39 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 4 See Securities Exchange Act Release No. 92256 (June 24, 2021), 86 FR 34815 (June 30, 2021). Comments received on the proposal are available on the Commission’s website at: https://www.sec.gov/ comments/sr-nasdaq-2021-045/srnasdaq2021045. htm. 5 15 U.S.C. 78s(b)(2). 6 See Securities Exchange Act Release No. 92649 (August 12, 2021), 86 FR 46295 (August 18, 2021). The Commission designated September 28, 2021, as the date by which it should approve, disapprove, or institute proceedings to determine whether to disapprove the proposed rule change. 7 15 U.S.C. 78s(b)(2)(B). 1 15 E:\FR\FM\12JAN1.SGM 12JAN1

Agencies

[Federal Register Volume 87, Number 8 (Wednesday, January 12, 2022)]
[Notices]
[Pages 1794-1797]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00382]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93920; File No. SR-NYSE-2021-78]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Extending the Expiration Date of the Temporary Amendments to Rules 9261 
and 9830

January 6, 2022.
    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 27, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes extending the expiration date of the 
temporary amendments to Rules 9261 and 9830 as set forth in SR-NYSE-
2021-76 from December 31, 2021, to March 31, 2022, in conformity with 
recent changes by the Financial Industry Regulatory Authority, Inc. 
(``FINRA''). The proposed rule change would not make any changes to the 
text of NYSE Rules 9261 and 9830. 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
    The Exchange proposes extending the expiration date of the 
temporary amendments as set forth in SR-NYSE-2020-76 \4\ to Rules 9261 
(Evidence and Procedure in Hearing) and 9830 (Hearing) from December 
31, 2021, to March 31, 2022 to harmonize with recent changes by FINRA 
to extend the expiration date of the temporary amendments to its Rules 
9261 and 9830. SR-NYSE-2020-76 temporarily granted to the Chief or 
Deputy Chief Hearing Officer the authority to order that hearings be 
conducted by video conference if warranted by public health risks posed 
by in-person hearings during the ongoing COVID-19 pandemic. The 
proposed rule change would not make any changes to the text of Exchange 
Rules 9261 and 9830.\5\
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    \4\ See Securities Exchange Act Release No. 90024 (September 28, 
2020), 85 FR 62353 (October 2, 2020) (SR-NYSE-2020-76) (``SR-NYSE-
2020-76'').
    \5\ The Exchange may submit a separate rule filing to extend the 
expiration date of the proposed extension beyond March 31, 2022 if 
the Exchange requires additional temporary relief from the rule 
requirements identified in NYSE-SR-2020-76. The amended NYSE rules 
will revert back to their original state at the conclusion of the 
temporary relief period and any extension thereof.
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Background
    In 2013, the NYSE adopted disciplinary rules that are, with certain 
exceptions, substantially the same as the FINRA Rule 8000 Series and 
Rule 9000 Series, and which set forth rules for conducting 
investigations and enforcement actions.\6\ The NYSE disciplinary rules 
were implemented on July 1, 2013.\7\
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    \6\ See Securities Exchange Act Release No. 68678 (January 16, 
2013), 78 FR 5213 (January 24, 2013) (SR-NYSE-2013-02) (``2013 
Notice''), 69045 (March 5, 2013), 78 FR 15394 (March 11, 2013) (SR-
NYSE-2013-02) (``2013 Approval Order''), and 69963 (July 10, 2013), 
78 FR 42573 (July 16, 2013) (SR-NYSE-2013-49).
    \7\ See NYSE Information Memorandum 13-8 (May 24, 2013).
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    In adopting disciplinary rules modeled on FINRA's rules, the NYSE 
adopted the hearing and evidentiary processes set forth in Rule 9261 
and in Rule 9830 for hearings in matters involving temporary and 
permanent cease and desist orders under the Rule 9800 Series. As 
adopted, the text of Rule 9261 is identical to the counterpart FINRA 
rule. Rule 9830 is substantially the same as FINRA's rule, except for 
conforming and technical amendments.\8\
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    \8\ See 2013 Approval Order, 78 FR at 15394, n.7 & 15400; 2013 
Notice, 78 FR at 5228 & 5234.

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[[Page 1795]]

    In response to the COVID-19 global health crisis and the 
corresponding need to restrict in-person activities, on August 31, 
2020, FINRA filed with the Commission a proposed rule change for 
immediate effectiveness, SR-FINRA-2020-027, which allowed FINRA's 
Office of Hearing Officers (``OHO'') to conduct hearings, on a 
temporary basis, by video conference, if warranted by the current 
COVID-19-related public health risks posed by an in-person hearing. 
Among the rules FINRA amended were Rules 9261 and 9830.\9\
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    \9\ See Securities Exchange Act Release No. 89737 (September 2, 
2020), 85 FR 55712 (September 9, 2020) (SR-FINRA-2020-027) (the 
``August 31 FINRA Filing'').
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    Given that FINRA and OHO administers disciplinary hearings on the 
Exchange's behalf, and that the public health concerns addressed by 
FINRA's amendments apply equally to Exchange disciplinary hearings, on 
September 15, 2020, the Exchange filed to temporarily amend Rule 9261 
and Rule 9830 to permit FINRA to conduct virtual hearings on its 
behalf.\10\ In December 2020, FINRA filed a proposed rule change, SR-
FINRA-2020-042, to extend the expiration date of the temporary 
amendments in SR-FINRA-2020-027 from December 31, 2020, to April 30, 
2021.\11\ On December 22, 2020, the Exchange filed to extend the 
temporary amendments to Rule 9261 and Rule 9830 to April 30, 2021.\12\ 
On April 1, 2021, FINRA filed a proposed rule change, SR-FINRA-2021-
006, to extend the expiration date of the temporary rule amendments to, 
among other rules, FINRA Rule 9261 and 9830 from April 30, 2021, to 
August 31, 2021.\13\ On April 20, 2021, the Exchange filed to extend 
the temporary amendments to Rule 9261 and Rule 9830 to August 31, 
2021.\14\ On August 13, 2021, FINRA filed a proposed rule change, SR-
FINRA-2021-019, to extend the expiration date of the temporary 
amendments to, among other rules, FINRA Rule 9261 and 9830 from August 
31, 2021, to December 31, 2021.\15\ On August 27, 2021, the Exchange 
filed to extend the temporary amendments to Rule 9261 and Rule 9830 to 
December 31, 2021, after which the temporary amendments will expire 
absent another proposed rule change filing by the Exchange.\16\
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    \10\ See note 4, supra.
    \11\ See Securities Exchange Act Release No. 90619 (December 9, 
2020), 85 FR 81250 (December 15, 2020) (SR-FINRA-2020-042).
    \12\ See Securities Exchange Act Release No. 90821 (December 30, 
2020), 86 FR 644 (January 6, 2021) (SR-NYSE-2020-107).
    \13\ See Securities Exchange Act Release No. 91495 (April 7, 
2021), 86 FR 19306 (April 13, 2021) (SR-FINRA-2021-006).
    \14\ See Securities Exchange Act Release No. 91629 (April 22, 
2021), 86 FR 22505 (April 28, 2021) (SR-NYSE-2020-27).
    \15\ See Securities Exchange Act Release No. 92685 (August 17, 
2021), 86 FR 47169 (August 23, 2021) (SR-FINRA-2021-019).
    \16\ See Securities Exchange Act Release No. 92907 (September 9, 
2021), 86 FR 51421 (September 15, 2021) (SR-NYSE-2021-47).
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    While there are signs of improvement, FINRA has determined that 
much uncertainty remains for the coming months. The presence of the 
Delta variant, dissimilar vaccination rates throughout the United 
States, and the uptick in transmissions in many locations indicate that 
COVID-19 remains an active and real public health concern.\17\ Due to 
the uncertainty and the lack of a clear timeframe for a sustained and 
widespread abatement of COVID-19-related health concerns and 
corresponding restrictions,\18\ FINRA believes that there is a 
continued need for temporary relief beyond December 31, 2021.\19\ On 
December 7, 2021, FINRA accordingly filed to extend the expiration date 
of the temporary rule amendments to, among other rules, FINRA Rule 9261 
and 9830 from December 31, 2021, to March 31, 2022.\20\
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    \17\ See Securities Exchange Act Release No. 93758 (December 13, 
2021), 86 FR 71695 (December 17, 2021) (SR-FINRA-2021-031) (``SR-
FINRA-2021-031''). FINRA noted that, for example, President Joe 
Biden on July 29, 2021, announced several measures to increase the 
number of people vaccinated against COVID-19 and to slow the spread 
of the Delta variant, including strengthening safety protocols for 
federal government employees and contractors. See https://www.whitehouse.gov/briefing-room/statements-releases/2021/07/29/factsheet-president-biden-to-announce-new-actions-to-get-more-americansvaccinated-and-slow-the-spread-of-the-delta-variant/. 
Thereafter, the Biden Administration announced on November 4, 2021, 
details of two major vaccination policies to further help fight 
COVID-19. See https://www.whitehouse.gov/briefing-room/statements-releases/2021/11/04/factsheet-biden-administration-announces-details-of-two-major-vaccination-policies/. Most recently, President 
Biden announced several new actions to help protect Americans 
against the Delta and Omicron variants. See https://www.whitehouse.gov/briefing-room/statements-releases/2021/12/02/factsheet-president-biden-announces-new-actions-to-protect-americans-against-thedelta-and-omicron-variants-as-we-battle-covid-19-this-winter/. See SR-FINRA-2021-031, 86 FR at 71695, n. 6.
    \18\ For instance, FINRA noted that the Centers for Disease 
Control and Prevention (``CDC'') recently announced that the first 
confirmed case of COVID-19 caused by the Omicron variant was 
detected in the United States. See https://www.cdc.gov/media/releases/2021/s1201-omicron-variant.html. The CDC also recommends 
that fully vaccinated people wear a mask in public indoor settings 
in areas of substantial or high transmission and noted that fully 
vaccinated people might choose to wear a mask regardless of the 
level of transmission, particularly if they are immunocompromised or 
at increased risk for severe disease from COVID-19. See https://www.cdc.gov/coronavirus/2019-ncov/vaccines/fully-vaccinated-guidance.html. Furthermore, as FINRA also noted, numerous states 
currently have COVID-19 restrictions in place. Six states (Hawaii, 
Illinois, Nevada, New Mexico, Oregon, and Washington) require most 
people to wear masks in indoor public places regardless of 
vaccination status, and three states (California, Connecticut, and 
New York) have mask mandates in indoor public places for those 
individuals who are unvaccinated. Several other states have mask 
mandates in certain settings, such as healthcare facilities, 
schools, and correctional facilities. See SR-FINRA-2021-031, 86 FR 
at 71696, n. 7.
    \19\ See SR-FINRA-2021-031, 86 FR at 71695-96.
    \20\ See SR-FINRA-2021-031, 86 FR at 71695.
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Proposed Rule Change
    Consistent with FINRA's recent proposal, the Exchange proposes to 
extend the expiration date of the temporary rule amendments to NYSE 
Rules 9261 and 9830 as set forth in SR-NYSE-2020-76 from December 31, 
2021, to March 31, 2022.
    As set forth in SR-FINRA 2021-031, while there are signs of 
improvement, much uncertainty remains for the coming months. The 
presence of the Delta variant, dissimilar vaccination rates throughout 
the United States, and the uptick in transmissions in many locations 
indicate that COVID-19 remains an active and real public health 
concern.\21\ Due to the uncertainty and the lack of a clear timeframe 
for a sustained and widespread abatement of COVID-19-related health 
concerns and corresponding restrictions,\22\ FINRA believes that there 
is a continued need for temporary relief beyond December 31, 2021.\23\ 
FINRA accordingly proposed to extend the expiration date of the 
temporary rule amendments from December 31, 2021, to March 31, 2022.
---------------------------------------------------------------------------

    \21\ See note 17, supra.
    \22\ See note 18, supra.
    \23\ See SR-FINRA-2021-031, 86 FR at 71695.
---------------------------------------------------------------------------

    The Exchange proposes to similarly extend the expiration date of 
the temporary rule amendments to NYSE Rules 9261 and 9830 as set forth 
in SR-NYSE-2020-76 from December 31, 2021, to March 31, 2022. The 
Exchange agrees with FINRA that, while there are signs of improvement, 
much uncertainty remains for the coming months. The Exchange also 
agrees that, due to the uncertainty and the lack of a clear timeframe 
for a sustained and widespread abatement of COVID-19-related health 
concerns and corresponding restrictions, for the reasons set forth in 
SR-FINRA-2021-031, there is a continued need for this temporary relief 
beyond December 31, 2021. The proposed change would permit OHO to 
continue to assess, based on critical COVID-19 data and criteria and 
the guidance of health and security consultants, whether an in-person 
hearing would compromise the health and safety of the hearing 
participants such that the hearing should proceed by video conference. 
As noted in SR-

[[Page 1796]]

FINRA-2021-031, in deciding whether to schedule a hearing by video 
conference, OHO may consider a variety of other factors in addition to 
COVID-19 trends. Similarly, as noted in SR-FINRA-2021-031, in SR-FINRA-
2020-027, FINRA provided a non-exhaustive list of other factors OHO may 
take into consideration, including a hearing participant's individual 
health concerns and access to the connectivity and technology necessary 
to participate in a video conference hearing.\24\ The Exchange believes 
that this is a reasonable procedure to continue to follow for hearings 
under Rules 9261 and 9830 chaired by a FINRA employee.
---------------------------------------------------------------------------

    \24\ See SR-FINRA-2021-031, 86 FR at 71695, n. 13.
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    As noted below, the Exchange has filed the proposed rule change for 
immediate effectiveness and has requested that the SEC waive the 
requirement that the proposed rule change not become operative for 30 
days after the date of the filing, so the Exchange can implement the 
proposed rule change immediately.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\25\ in general, and furthers the objectives of Section 
6(b)(5),\26\ in particular, because it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, to 
remove impediments to, and perfect the mechanism of, a free and open 
market and a national market system and, in general, to protect 
investors and the public interest. Additionally, the Exchange believes 
the proposed rule change is designed to provide a fair procedure for 
the disciplining of members and persons associated with members, 
consistent with Sections 6(b)(7) and 6(d) of the Act.\27\
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    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
    \27\ 15 U.S.C. 78f(b)(7) & 78f(d).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change supports the 
objectives of the Act by providing greater harmonization between 
Exchange rules and FINRA rules of similar purpose, resulting in less 
burdensome and more efficient regulatory compliance. As such, the 
proposed rule change will foster cooperation and coordination with 
persons engaged in facilitating transactions in securities and will 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
    The proposed rule change, which extends the expiration date of the 
temporary amendments to Exchange rules consistent with FINRA's 
extension to its Rules 9261 and 9830 as set forth in SR-FINRA-2021-031, 
will permit the Exchange to continue to effectively conduct hearings 
during the COVID-19 pandemic. Given the current and frequently changing 
COVID-19 conditions and the uncertainty around when those conditions 
will see meaningful, widespread and sustained improvement, without this 
relief allowing OHO to proceed by video conference, some or all 
hearings may have to be postponed. The ability to conduct hearings by 
video conference will permit the adjudicatory functions of the 
Exchange's disciplinary rules to continue unabated, thereby avoiding 
protracted delays. The Exchange believes that this is especially 
important in matters where temporary and permanent cease and desist 
orders are sought because the proposed rule change would enable those 
hearings to continue to proceed without delay, thereby enabling the 
Exchange to continue to take immediate action to stop significant, 
ongoing customer harm, to the benefit of the investing public.
    As set forth in detail in the SR-NYSE-2020-76, the temporary relief 
to permit hearings to be conducted via video conference maintains fair 
process and will continue to provide fair process consistent with 
Sections 6(b)(7) and 6(d) of the Act \28\ while striking an appropriate 
balance between providing fair process and enabling the Exchange to 
fulfill its statutory obligations to protect investors and maintain 
fair and orderly markets while avoiding the COVID-19-related public 
health risks for hearing participants. The Exchange notes that this 
proposal, like SR-NYSE-2020-76, provides only temporary relief. As 
proposed, the changes would be in place through March 31, 2022. As 
noted in SR-NYSE-2020-76 and above, the amended rules will revert back 
to their original state at the conclusion of the temporary relief 
period and, if applicable, any extension thereof.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b)(7) & 78f(d).
---------------------------------------------------------------------------

    Accordingly, the proposed rule change extending this temporary 
relief is in the public interest and consistent with the Act's purpose.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed temporary rule 
change will impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
rule change is not intended to address competitive issues but is rather 
intended solely to provide continued temporary relief given the impacts 
of the COVID-19 pandemic and the related health and safety risks of 
conducting in-person activities. The Exchange believes that the 
proposed rule change will prevent unnecessary impediments to critical 
adjudicatory processes and its ability to fulfill its statutory 
obligations to protect investors and maintain fair and orderly markets 
that would otherwise result if the temporary amendments were to expire 
on December 31, 2021.

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 \29\ and Rule 19b-4(f)(6) thereunder.\30\ 
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 and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \30\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \31\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\32\ 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 Exchange has 
indicated that the proposed rule change to extend the expiration date 
will continue to prevent

[[Page 1797]]

unnecessary impediments to its critical adjudicatory processes, and its 
ability to fulfill its statutory obligations to protect investors and 
maintain fair and orderly markets, that would otherwise result if the 
temporary amendments were to expire on December 31, 2021.\33\ 
Importantly, the Exchange has also stated that extending the relief 
provided in SR-NYSE-2020-76 immediately upon filing and without a 30-
day operative delay will allow the Exchange to continue critical 
adjudicatory and review processes in a reasonable and fair manner and 
meet its critical investor protection goals, while also following best 
practices with respect to the health and safety of hearing 
participants.\34\ The Commission also notes that this proposal extends 
without change the temporary relief previously provided by SR-NYSE-
2020-76.\35\ As proposed, the changes would be in place through March 
31, 2022 and the amended rules will revert back to their original state 
at the conclusion of the temporary relief period and, if applicable, 
any extension thereof.\36\ For these reasons, the Commission believes 
that waiver of the 30-day operative delay for this proposal is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposal operative upon filing.\37\
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    \31\ 17 CFR 240.19b-4(f)(6).
    \32\ 17 CFR 240.19b-4(f)(6)(iii).
    \33\ See supra Item II.
    \34\ See SR-FINRA-2021-031 at 71698 (noting the same with 
respect to the health and safety of FINRA employees in granting 
FINRA's request to waive the 30-day operative delay so that SR-
FINRA-2021-031 would become operative immediately upon filing).
    \35\ See supra note 4.
    \36\ See supra note 5. As noted above, the Exchange states that 
if it requires temporary relief from the rule requirements 
identified in this proposal beyond March 31, 2022 it may submit a 
separate rule filing to extend the effectiveness of the temporary 
relief under these rules.
    \37\ 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) \38\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \38\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-2021-78 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-2021-78. 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-2021-78 and should be submitted on 
or before February 2, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\39\
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    \39\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00382 Filed 1-11-22; 8:45 am]
BILLING CODE 8011-01-P
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