[Federal Register Volume 83, Number 238 (Wednesday, December 12, 2018)]
[Notices]
[Pages 63924-63926]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-26837]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-84742; File No. SR-NYSEAMER-2018-53]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
NYSE American Rule 5.1E(a)(2)
December 6, 2018.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on November 27, 2018, NYSE American LLC (``Exchange'' or ``NYSE
American'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C.78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend NYSE American Rule 5.1E(a)(2) to
remove the requirement that the Exchange file with the Securities and
Exchange Commission (the ``Commission'') a Form 19b-4(e) for each ``new
derivative securities product'' that will commence trading on the
Exchange pursuant to unlisted trading privileges. The proposed rule
change is available on the Exchange's website at www.nyse.com, at the
principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
[[Page 63925]]
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend NYSE American
Rule 5.1E(a)(2)(A) to remove the requirement that the Exchange file
with the Commission a Form 19b-4(e) for each ``new derivative
securities product'' that will commence trading on the Exchange
pursuant to unlisted trading privileges. The Exchange also proposes to
renumber the remaining subsections of NYSE American Rule 5.1E(a)(2) to
maintain an organized rule structure. The Exchange notes that a
substantially identical proposed rule change by NYSE National, Inc.
(``NYSE National'') was recently approved by the Commission.\4\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 83289 (May 17,
2018), 83 FR 23968 (May 23, 2018) (Order Approving File No. SR-
NYSENat-2018-02).
---------------------------------------------------------------------------
NYSE American Rule 5.1E(a)(2)(A) sets forth the requirement for the
Exchange to file with the Commission a Form 19b-4(e) with respect to
each ``new derivative securities product'' that is traded pursuant to
unlisted trading privileges. However, the Exchange believes that it
should not be necessary to file a Form 19b-4(e) with the Commission if
it begins trading a ``new derivative securities product'' pursuant to
unlisted trading privileges, because Rule 19b-4(e)(1) under the Act
refers to the ``listing and trading'' of a ``new derivative securities
product.'' The Exchange believes that the requirements of that rule
refer to when an exchange lists and trades a ``new derivative
securities product'', and not when an exchange seeks only to trade such
product pursuant to unlisted trading privileges pursuant to Rule 12f-2
under the Act.\5\ Therefore, the Exchange proposes to delete the
requirement in current NYSE American Rule 5.1E(a)(2)(A) for the
Exchange to file a Form 19b-4(e) with the Commission with respect to
each ``new derivative securities product'' it begins trading pursuant
to unlisted trading privileges. In addition, as a result of the
deletion of current NYSE American Rule 5.1E(a)(2)(A), the Exchange
proposes to renumber current NYSE American Rules 5.1E(a)(2)(B)-(F).
---------------------------------------------------------------------------
\5\ 17 CFR 240.12f-2.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) \6\ of the Act in general, and
furthers the objectives of Section 6(b)(5) of the Act \7\ in
particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, 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,
eliminating the requirement to file a Form 19b-4(e) for each ``new
derivative securities product'' the Exchange begins trading on an
unlisted trading privileges basis removes an unnecessary regulatory
requirement thereby providing for a more efficient process for adding a
``new derivative securities product'' to trading on the Exchange on an
unlisted trading privileges basis.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
As noted above, the Commission recently approved a substantially
identical proposed rule change by NYSE National.\8\ In particular, the
Commission noted in the approval order that it ``believes that the
filing of a Form 19b-4(e) is not required when an Exchange is trading a
new derivative securities product on a UTP basis only'' \9\ and also
found that the NYSE National's proposed rule change is ``consistent
with the requirements of Section 6(b)(5) of the Act.'' \10\ The Nasdaq
Stock Market LLC (``Nasdaq''), Nasdaq PHLX LLC (``PHLX''), Nasdaq BX,
Inc. (``BX'') and Investors Exchange LLC (``IEX'') also recently
amended their rules to remove the requirement to file with the
Commission a Form 19b-4(e) for each ``new derivative securities
product'' traded on each of those exchanges pursuant to unlisted
trading privileges.\11\
---------------------------------------------------------------------------
\8\ See Securities Exchange Act Release No. 83289 (May 17,
2018), 83 FR 23968 (May 23, 2018) (Order Approving File No. (SR-
NYSENat-2018-02).
\9\ See supra note 10 [sic] at page 23975 at footnote 149.
\10\ See supra note 10 [sic] at page 23975-6.
\11\ See Securities Exchange Act Release Nos. 84488 (October 25,
2018), 83 FR 54801 (October 31, 2018) (SR-NASDAQ-2018-082); 84542
(November 6, 2018), 83 FR 56385 (November 13, 2018) (SR-Phlx-2018-
67); 84546 (November 7, 2018), 83 FR 56888 (November 14, 2018) (SR-
BX-2018-051); and 83609 (July 9, 2018), 83 FR 32704 (July 13, 2018)
(SR-IEX-2018-14).
---------------------------------------------------------------------------
With respect to the renumbering of current NYSE American Rules
5.1E(a)(2)(B)-(F), the Exchange believes that these changes are
consistent with the Act because they will allow the Exchange to
maintain a clear and organized rule structure, thus preventing investor
confusion.
For these reasons, the Exchange believes the proposed rule change
is consistent with the requirements of Section 6(b)(5) of the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. To the contrary, removing
the requirement to file a Form 19b-4(e) will serve to enhance
competition by providing for the efficient addition of new derivative
securities products for trading pursuant to unlisted trading privileges
on the Exchange. To the extent that a competitor marketplace believes
that the proposed rule change places it at a competitive disadvantage,
it may file with the Commission a proposed rule change to adopt the
same or similar rule.
In addition, the proposal to renumber current NYSE American Rules
5.1E(a)(2)(B)-(F) does not impact competition in any respect since it
merely maintains a clear and organized rule structure.
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
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; or (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, it has become effective pursuant to
Section 19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(6)
thereunder.\13\
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------
The Exchange has asked the Commission to waive the 30-day operative
delay so that the proposal may become operative immediately upon
filing. The Commission notes that the Exchange's proposal does not
present any new or novel issues. Thus, the Commission believes that
waiver of the 30-day operative delay is consistent with the protection
of investors and the
[[Page 63926]]
public interest and hereby waives the 30-day operative delay and
designates the proposed rule change to be operative upon filing.\14\
---------------------------------------------------------------------------
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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 (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSEAMER-2018-53 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-2018-53. 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 (http://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-NYSEAMER-2018-53 and should be submitted
on or before January 2, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-26837 Filed 12-11-18; 8:45 am]
BILLING CODE 8011-01-P