Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Delete Current Rule 7.39E, 50894-50896 [2022-17750]
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50894
Federal Register / Vol. 87, No. 159 / Thursday, August 18, 2022 / Notices
the overall audit market and for audits
of EGCs is likely to be relatively small.
As such, after considering the protection
of investors and whether the action will
promote efficiency, competition, and
capital formation, we believe there is a
sufficient basis to determine that
applying the Amendments to the audits
of EGCs is necessary or appropriate in
the public interest.
V. Conclusion
The Commission has carefully
reviewed and considered the
Amendments, the information
submitted therewith by the PCAOB, and
the comment letters received. In
connection with the PCAOB’s filing and
the Commission’s review,
A. The Commission finds that the
Amendments are consistent with the
requirements of the Sarbanes-Oxley Act
and the securities laws and are
necessary or appropriate in the public
interest or for the protection of
investors; and
B. Separately, the Commission finds
that the application of the Amendments
to the audits of EGCs is necessary or
appropriate in the public interest, after
considering the protection of investors
and whether the action will promote
efficiency, competition, and capital
formation.
It is therefore ordered, pursuant to
Section 107 of the Sarbanes-Oxley Act
and Section 19(b)(2) of the Exchange
Act, that the Amendments (File No.
PCAOB–2022–002) be and hereby are
approved.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95499; File No. SR–
NYSEAMER–2022–35]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Delete Current Rule
7.39E
khammond on DSKJM1Z7X2PROD with NOTICES
August 12, 2022.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on August 5,
2022, NYSE American LLC (‘‘NYSE
American’’ or the ‘‘Exchange’’) filed
U.S.C. 78s(b)(1).
CFR 240.19b–4.
VerDate Sep<11>2014
17:42 Aug 17, 2022
The Exchange proposes to delete
current Rule 7.39E governing Off-Hours
Trading. 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
The Exchange proposes delete current
Rule 7.39E governing Off-Hours
Trading.
In 2017, in connection with the
transition to the Pillar trading platform,
the Exchange adopted Rule 7.39E in
order to maintain certain functionality
in its Off-Hours Trading Facility.3
BILLING CODE 8011–01–P
2 17
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
1. Purpose
[FR Doc. 2022–17723 Filed 8–17–22; 8:45 am]
1 15
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.
Jkt 256001
3 See Securities Exchange Act Release No. 80590
(May 4, 2017), 82 FR 21843, 21847 (May 10, 2017)
(SR–NYSEMKT–2017–01) (Order Granting
Accelerated Approval of Proposed Rule Change, as
Modified by Amendment No. 1, To Adopt New
Equity Trading Rules To Transition Trading on the
Exchange From a Floor-Based Market With a Parity
Allocation Model to a Fully Automated Market
With a Price-Time Priority Model on the Exchange’s
New Trading Technology Platform, Pillar). Prior to
that time, Rules 900—Equities through 907—
Equities governed off-hours trading activity on the
Exchange. Rules 900—Equities through 907—
Equities were designated as inapplicable to trading
on the Pillar trading platform and later deleted. See
Securities Exchange Act Release No. 82212
(December 4, 2017), 82 FR 58036 (December 8,
2017) (SR–NYSEAMER–2017–34) (Notice of Filing
and Immediate Effectiveness of Proposed Rule
Change To Amend Exchange Rules To Delete
PO 00000
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Fmt 4703
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Currently, the Exchange offers an OffHours Trading Facility pursuant to Rule
7.39E that only accepts aggregate-price
coupled orders.
NYSE American recently determined
to cease offering an after-hours crossing
session and decommission the OffHours Trading Facility. In connection
with the decommissioning of the OffHours Trading Facility, the Exchange
proposes to delete Rule 7.39E in its
entirety. The Exchange notes that its
affiliate New York Stock Exchange LLC
(‘‘NYSE’’) has filed to adopt a new Rule
7.39 governing its off-hours trading
facility based on Rule 7.39E that would
permit NYSE member organizations to
enter aggregate-price coupled orders for
securities, including UTP securities,
listed and traded on NYSE.4
The Exchange will announce the
implementation date by Trader Update.
The Exchange anticipates that the
proposed change will be implemented
on September 1, 2022.
2. Statutory Basis
The proposed rule change is
consistent with Section 6(b) of the Act,5
in general, and furthers the objectives of
Section 6(b)(5),6 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.
Specifically, the Exchange believes
that deleting Rule 7.39E concomitantly
with the decommissioning of the OffHours Trading Facility would foster
cooperation and coordination with
persons engaged in facilitating
transactions in securities and would
remove impediments to and perfect the
mechanism of a free and open market
and a national market system by
deleting obsolete rules, thereby adding
clarity, transparency and consistency to
the Exchange’s rulebook. By making the
proposed change, the Exchange would
ensure that its rules are consistent with
Obsolete Cash Equities Rules That Are Not
Applicable to Trading on the Pillar Trading
Platform and To Delete Other Obsolete Rules).
4 See SR–NYSE–2022–37. The NYSE’s proposed
rule filing would permit NYSE member
organizations to enter aggregate-price coupled
orders, defined as orders to buy or sell a group of
securities that have a total market value of $1
million or more and that are comprised of 15 or
more securities listed or traded on the NYSE, which
would include UTP securities.
5 15 U.S.C. 78f(b).
6 15 U.S.C. 78f(b)(5).
E:\FR\FM\18AUN1.SGM
18AUN1
Federal Register / Vol. 87, No. 159 / Thursday, August 18, 2022 / Notices
the existing functionality offered by the
Exchange, thereby promoting clarity and
transparency in its rules. The Exchange
believes that the change would not be
inconsistent with the public interest and
the protection of investors because
investors will not be harmed and in fact
would benefit from the increased clarity
and transparency that the change would
introduce, thereby reducing potential
confusion.
The Exchange further believes that the
proposed rule change would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system and, in
general, protect investors and the public
interest, because it would remove any
potential confusion among market
participants that may result if the
Exchange retained rules governing its
Off-Hours Trading Facility after the
Exchange decommissioned it.
For these reasons, the Exchange
believes that the proposal is consistent
with the Act.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
khammond on DSKJM1Z7X2PROD with NOTICES
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. Specifically,
the Exchange believes that
decommissioning its Off-Hours Trading
Facility would not impose any burden
on competition that is not necessary or
appropriate in furtherance of the
purposes of the Act. Pursuant to the
NYSE’s recent filing to adopt a new rule
based on NYSE American Rule 7.39E,
all ETP Holders that are also NYSE
member organizations would be able to
utilize the NYSE’s off-hours trading
facility to enter aggregate-price coupled
orders for securities, including UTP
securities, listed and traded on the
NYSE.7 The Exchange further believes
that the proposed rule change would not
impose any burden on competition that
is not necessary or appropriate because
the proposed change is designed to
promote clarity and consistency,
thereby reducing burdens on the
marketplace and facilitating investor
protection.
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.
7 See
SR–NYSE–2022–37.
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17:42 Aug 17, 2022
Jkt 256001
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 8 and Rule
19b–4(f)(6) thereunder.9 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 10 and Rule 19b–4(f)(6)(iii)
thereunder.11
A proposed rule change filed under
Rule 19b–4(f)(6) 12 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),13 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 on September 1, 2022.
The Commission believes that waiver
of the operative delay is consistent with
the protection of investors and the
public interest because the Exchange
plans to decommission the Off-Hours
Trading Facility as of September 1,
2022. Accordingly, the Commission
hereby waives the 30-day operative
delay and designates the proposal
operative on September 1, 2022.14
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
8 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
10 15 U.S.C. 78s(b)(3)(A).
11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
12 17 CFR 240.19b–4(f)(6).
13 17 CFR 240.19b–4(f)(6)(iii).
14 For purposes only of accelerating the operative
date of this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
9 17
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50895
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 15 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEAMER–2022–35 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–NYSEAMER–2022–35. 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
15 15
E:\FR\FM\18AUN1.SGM
U.S.C. 78s(b)(2)(B).
18AUN1
50896
Federal Register / Vol. 87, No. 159 / Thursday, August 18, 2022 / Notices
to make available publicly. All
submissions should refer to File
Number SR–NYSEAMER–2022–35 and
should be submitted on or before
September 8, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–17750 Filed 8–17–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95494; File No. SR–FINRA–
2022–025]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a
Proposed Rule Change To Amend
FINRA Rule 11880 (Settlement of
Syndicate Accounts) To Revise the
Syndicate Account Settlement
Timeframe for Corporate Debt
Offerings
August 12, 2022.
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 August 5,
2022, the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by FINRA. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
khammond on DSKJM1Z7X2PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend FINRA
Rule 11880 (Settlement of Syndicate
Accounts) to revise the syndicate
account settlement timeframe for
corporate debt offerings.
The text of the proposed rule change
is available on FINRA’s website at
https://www.finra.org, at the principal
office of FINRA 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,
FINRA included statements concerning
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
17:42 Aug 17, 2022
Jkt 256001
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Underwriting groups ordinarily form
syndicate accounts 3 to process the
income and expenses of the syndicate.
The syndicate manager 4 is responsible
for maintaining syndicate account
records and must provide to each selling
syndicate member an itemized
statement of syndicate expenses no later
than the date of the final settlement of
the syndicate account. Syndicate
members record the expected payments
from the syndicate manager as
‘‘receivables’’ on their books and
records but generally do not receive the
payments for up to 90 days after the
syndicate settlement date,5 as currently
permitted under FINRA rules.6
To help avoid lengthy settlement
delays, FINRA Rule 11880 provides that
the syndicate manager in a public
offering of corporate securities must
effect the final settlement of syndicate
accounts within 90 days following the
settlement date. When FINRA (then
NASD) initially adopted a settlement
rule in 1985, it required that final
settlement of syndicate accounts be
effected within 120 days after the
syndicate settlement date.7 The
syndicate settlement timeframe was
reduced from 120 days to 90 days in
1987, and it has remained the same
since then.8
3 A syndicate account is the account formed by
members of the selling syndicate for the purpose of
purchasing and distributing the corporate securities
of a public offering. See FINRA Rule 11880(a)(2).
4 A syndicate manager is the member of the
selling syndicate that is responsible for the
maintenance of syndicate account records. See
FINRA Rule 11880(a)(3).
5 The syndicate settlement date is the date that
the issuer delivers corporate securities to or for the
account of the syndicate members. See FINRA Rule
11880(a)(4).
6 During this time, a syndicate member may not
treat the ‘‘receivables’’ as allowable assets for
purposes of Exchange Act Rule 15c3–1 (‘‘Net
Capital Rule’’) and therefore must deduct them from
its net worth in computing its net capital.
7 See Securities Exchange Act Release No. 22238
(July 15, 1985), 50 FR 29503 (July 19, 1985) (Order
Approving File No. SR–NASD–85–14).
8 See Securities Exchange Act Release No. 24290
(April 1, 1987), 52 FR 11148 (April 7, 1987) (Order
Approving File No. SR–NASD–87–7).
PO 00000
Frm 00071
Fmt 4703
Sfmt 4703
In consideration of the technological
advances since 1987, FINRA is
proposing to amend the timeframe to
settle syndicate accounts set forth in
FINRA Rule 11880(b). Specifically,
FINRA is proposing to establish a twostage syndicate account settlement
approach whereby the syndicate
manager would be required to remit to
each syndicate member at least 70
percent of the gross amount due to such
syndicate member within 30 days
following the syndicate settlement date,
with any final balance due remitted
within 90 days following the syndicate
settlement date.
The proposed two-stage approach
would be limited to public offerings of
corporate debt securities.9 FINRA is not
proposing at this time to change the
current 90-day period for the final
settlement of syndicate accounts for
public offerings of equity securities,
which often involve complexities that
may necessitate a longer settlement
timeframe than corporate debt offerings
(e.g., an overallotment option that may
have an exercise term of 30 days).
FINRA also notes that, with respect to
municipal debt offerings, Municipal
Securities Rulemaking Board (‘‘MSRB’’)
Rule G–11 (Primary Offering Practices)
currently provides that final settlement
of a syndicate or similar account must
be made within 30 calendar days of the
syndicate settlement date. The MSRB
shortened the settlement timeframe
from 60 days to 30 days in 2009 to
reduce the exposure of syndicate
account members to the credit risk of
potential deterioration in the credit of
the syndicate manager during the
pendency of account settlements.10 The
MSRB believed that this change would
not be unduly burdensome on firms
given the more efficient billing and
accounting systems firms had
implemented since the rules were first
adopted in the 1970s.11
FINRA similarly believes that the
proposed rule change will benefit
syndicate members by reducing the
exposure of syndicate members to the
credit risk of the syndicate manager
during the pendency of account
9 A ‘‘corporate debt security’’ would be defined as
a debt security that is United States (‘‘U.S.’’) dollardenominated and issued by a U.S. or foreign private
issuer, including a Securitized Product as defined
in FINRA Rule 6710(m). ‘‘Corporate debt security’’
would not include a Money Market Instrument as
defined in FINRA Rule 6710(o). See proposed Rule
11880(a)(1).
10 See Securities Exchange Act Release No. 60487
(August 12, 2009), 74 FR 41771 (August 18, 2009)
(Notice of Filing of File No. SR–MSRB–2009–12)
and Securities Exchange Act Release No. 60725
(September 28, 2009), 74 FR 50855 (October 1,
2009) (Order Approving File No. SR–MSRB–2009–
12).
11 See supra note 10.
E:\FR\FM\18AUN1.SGM
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]]>Agencies
[Federal Register Volume 87, Number 159 (Thursday, August 18, 2022)]
[Notices]
[Pages 50894-50896]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17750]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95499; File No. SR-NYSEAMER-2022-35]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Delete
Current Rule 7.39E
August 12, 2022.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on August 5, 2022, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 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 delete current Rule 7.39E governing Off-
Hours Trading. 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 delete current Rule 7.39E governing Off-Hours
Trading.
In 2017, in connection with the transition to the Pillar trading
platform, the Exchange adopted Rule 7.39E in order to maintain certain
functionality in its Off-Hours Trading Facility.\3\ Currently, the
Exchange offers an Off-Hours Trading Facility pursuant to Rule 7.39E
that only accepts aggregate-price coupled orders.
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 80590 (May 4, 2017),
82 FR 21843, 21847 (May 10, 2017) (SR-NYSEMKT-2017-01) (Order
Granting Accelerated Approval of Proposed Rule Change, as Modified
by Amendment No. 1, To Adopt New Equity Trading Rules To Transition
Trading on the Exchange From a Floor-Based Market With a Parity
Allocation Model to a Fully Automated Market With a Price-Time
Priority Model on the Exchange's New Trading Technology Platform,
Pillar). Prior to that time, Rules 900--Equities through 907--
Equities governed off-hours trading activity on the Exchange. Rules
900--Equities through 907--Equities were designated as inapplicable
to trading on the Pillar trading platform and later deleted. See
Securities Exchange Act Release No. 82212 (December 4, 2017), 82 FR
58036 (December 8, 2017) (SR-NYSEAMER-2017-34) (Notice of Filing and
Immediate Effectiveness of Proposed Rule Change To Amend Exchange
Rules To Delete Obsolete Cash Equities Rules That Are Not Applicable
to Trading on the Pillar Trading Platform and To Delete Other
Obsolete Rules).
---------------------------------------------------------------------------
NYSE American recently determined to cease offering an after-hours
crossing session and decommission the Off-Hours Trading Facility. In
connection with the decommissioning of the Off-Hours Trading Facility,
the Exchange proposes to delete Rule 7.39E in its entirety. The
Exchange notes that its affiliate New York Stock Exchange LLC
(``NYSE'') has filed to adopt a new Rule 7.39 governing its off-hours
trading facility based on Rule 7.39E that would permit NYSE member
organizations to enter aggregate-price coupled orders for securities,
including UTP securities, listed and traded on NYSE.\4\
---------------------------------------------------------------------------
\4\ See SR-NYSE-2022-37. The NYSE's proposed rule filing would
permit NYSE member organizations to enter aggregate-price coupled
orders, defined as orders to buy or sell a group of securities that
have a total market value of $1 million or more and that are
comprised of 15 or more securities listed or traded on the NYSE,
which would include UTP securities.
---------------------------------------------------------------------------
The Exchange will announce the implementation date by Trader
Update. The Exchange anticipates that the proposed change will be
implemented on September 1, 2022.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\5\ in general, and furthers the objectives of Section 6(b)(5),\6\
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.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
Specifically, the Exchange believes that deleting Rule 7.39E
concomitantly with the decommissioning of the Off-Hours Trading
Facility would foster cooperation and coordination with persons engaged
in facilitating transactions in securities and would remove impediments
to and perfect the mechanism of a free and open market and a national
market system by deleting obsolete rules, thereby adding clarity,
transparency and consistency to the Exchange's rulebook. By making the
proposed change, the Exchange would ensure that its rules are
consistent with
[[Page 50895]]
the existing functionality offered by the Exchange, thereby promoting
clarity and transparency in its rules. The Exchange believes that the
change would not be inconsistent with the public interest and the
protection of investors because investors will not be harmed and in
fact would benefit from the increased clarity and transparency that the
change would introduce, thereby reducing potential confusion.
The Exchange further believes that the proposed rule change would
remove impediments to and perfect the mechanism of a free and open
market and a national market system and, in general, protect investors
and the public interest, because it would remove any potential
confusion among market participants that may result if the Exchange
retained rules governing its Off-Hours Trading Facility after the
Exchange decommissioned it.
For these reasons, the Exchange believes that the proposal is
consistent with the Act.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act. Specifically, the Exchange
believes that decommissioning its Off-Hours Trading Facility would not
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Pursuant to the NYSE's
recent filing to adopt a new rule based on NYSE American Rule 7.39E,
all ETP Holders that are also NYSE member organizations would be able
to utilize the NYSE's off-hours trading facility to enter aggregate-
price coupled orders for securities, including UTP securities, listed
and traded on the NYSE.\7\ The Exchange further believes that the
proposed rule change would not impose any burden on competition that is
not necessary or appropriate because the proposed change is designed to
promote clarity and consistency, thereby reducing burdens on the
marketplace and facilitating investor protection.
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\7\ See SR-NYSE-2022-37.
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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 \8\ and Rule 19b-4(f)(6) thereunder.\9\
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 \10\ and Rule 19b-
4(f)(6)(iii) thereunder.\11\
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\13\ 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 on September 1, 2022.
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\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission believes that waiver of the operative delay is
consistent with the protection of investors and the public interest
because the Exchange plans to decommission the Off-Hours Trading
Facility as of September 1, 2022. Accordingly, the Commission hereby
waives the 30-day operative delay and designates the proposal operative
on September 1, 2022.\14\
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\14\ For purposes only of accelerating the operative date of
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. 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) \15\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\15\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSEAMER-2022-35 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-NYSEAMER-2022-35. 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
[[Page 50896]]
to make available publicly. All submissions should refer to File Number
SR-NYSEAMER-2022-35 and should be submitted on or before September 8,
2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17750 Filed 8-17-22; 8:45 am]
BILLING CODE 8011-01-P
