[Federal Register Volume 84, Number 231 (Monday, December 2, 2019)]
[Notices]
[Pages 66028-66030]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-25963]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87618; File No. SR-NYSENAT-2019-28]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Adopt New
NYSE National Rule 11.5190
November 25, 2019.
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 November 20, 2019, NYSE National, Inc. (``NYSE National'' or
``Exchange'') filed with the
[[Page 66029]]
Securities and Exchange Commission (``SEC'' or ``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. 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\ 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 to adopt new NYSE National Rule 11.5190 that
is substantially the same as Financial Industry Regulatory Authority
(``FINRA'') Rule 5190. The proposed rule change is intended to
harmonize Exchange rules with the rules of the Exchange's affiliates
and FINRA and thus promote consistency within the securities industry.
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to adopt new NYSE National Rule 11.5190 that
is substantially the same as FINRA Rule 5190.\3\ The proposed rule
change will further harmonize the Exchange's rules with the rules of
FINRA and the Exchange's affiliates. The Exchange believes the proposed
rule change will help reduce duplicative reporting requirements for ETP
Holders who are also FINRA members, NYSE or NYSE American member
organizations, and/or NYSE Arca ETP Holders because ETP Holders will
not be required to submit an additional Regulation M notification to
the Exchange if they have already provided a notification to FINRA,
NYSE, or NYSE American pursuant to their respective rules.
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\3\ See Securities Exchange Act Release No. 58514 (September 11,
2008), 73 FR 54190 (September 18, 2008) (SR-FINRA-2008-039). The
Exchange's affiliates, New York Stock Exchange LLC (``NYSE''), NYSE
American LLC (``NYSE American''), and NYSE Arca, Inc. (``NYSE
Arca''), previously adopted versions of FINRA Rule 5190. See
Securities Exchange Act Release No. 59965 (May 21, 2009), 74 FR
25783 (May 29, 2009) (SR-NYSE-2009-25); Securities Exchange Act
Release No. 59975 (May 26, 2009), 74 FR 26449 (June 2, 2009) (SR-
NYSEALTR-2009-26); and Securities Exchange Act Release No. 66311
(February 2, 2012), 77 FR 6613 (February 8, 2012) (SR-NYSEArca-2012-
07).
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Proposed Rule Change
The Exchange proposes to adopt Regulation M-related notification
rules harmonized with the rules of FINRA, NYSE, NYSE American and NYSE
Arca both to provide uniformity in the marketplace as well as to reduce
duplicative reporting obligations for the same subject matter. The
Exchange accordingly proposes to adopt new Rule 11.5190, which is based
on FINRA Rule 5190, NYSE Rule 5190, NYSE American Rule 5190--Equities,
and NYSE Arca Rule 9.5190-E.
Proposed Rule 11.5190 would require, in part, that an ETP Holder
acting as a manager (or in a similar capacity) of an offering to
provide the following information:
The ETP Holder's determination as to whether a one-day or
five-day restricted period applies under Rule 101 of SEC Regulation M
and the basis for such determination, including the contemplated date
and time of the commencement of the restricted period, the listed
security name and symbol, and identification of the distribution
participants and affiliated purchasers, no later than the business day
prior to the first complete trading session of the applicable
restricted period, unless later notification is necessary under
specific circumstances;
the pricing of the distribution, including the listed
security name and symbol, the type of security, the number of shares
offered, the offering price, the last sale before the distribution, the
pricing basis, the SEC effective date and time, the trade date, the
restricted period, and identification of the distribution participants
and affiliated purchasers, no later than the close of business the next
business day following the pricing of the distribution, unless later
notification is necessary under specific circumstances; and
the cancellation or postponement of any distribution for
which prior notification of commencement of the restricted period has
been submitted under paragraph (c)(1)(A), immediately upon the
cancellation or postponement of such distribution. If no ETP Holder is
acting as a manager (or in a similar capacity) of such distribution,
then each ETP Holder that is a distribution participant or affiliated
purchaser shall provide the notice required under paragraph (c)(1),
unless another ETP Holder has assumed responsibility in writing for
compliance therewith.
Proposed Rule 11.5190 is substantially similar to FINRA Rule 5190,
except that the term ``member'' has been replaced with ``ETP Holder''
throughout to reflect the Exchange's membership. Also, in proposed
subsection (e), the Exchange proposes to replace ``OTC Security'' with
``security'' and add the phrase ``stabilizing bids'' to the first
sentence. These changes are consistent with NYSE Rule 5190(e), NYSE
American Rule 5190(e)--Equities, and NYSE Arca Rule 9.5190-E.
Consistent with current practice that notifications ``to the
Exchange'' are submitted directly to FINRA,\4\ notification under
proposed Rule 11.5190 may be satisfied by making an electronic
submission through the secure FINRA website at https://firms.finra.org.\5\ Further, because notifications submitted pursuant
to FINRA Rule 5190 or the rules of the Exchange's affiliates will meet
the requirements of proposed Rule 11.5190, such notifications will also
satisfy the notification requirements of proposed Rule 11.5190. ETP
Holders will therefore not need to make duplicative filings to the
Exchange if notifications have been submitted to FINRA pursuant to
FINRA rules or the rules of the Exchange's affiliates.
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\4\ Under Exchange Rule 0, ETP Holders required to submit
notifications to the Exchange may submit such notifications to FINRA
departments acting on the Exchange's behalf.
\5\ The filing process is described in FINRA Regulatory Notice
12-19 (June 4, 2012), available at https://www.finra.org/rules-guidance/notices/12-19.
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2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act''),\6\ in general, and
furthers the objectives of Section 6(b)(5),\7\ 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
[[Page 66030]]
general, to protect investors and the public interest.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change will harmonize
its rules with the rules of FINRA and the Exchange's affiliates. The
Exchange accordingly 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 for dual members of
both self-regulatory organizations (``SROs''). To the extent the
Exchange has proposed changes that differ from the FINRA version of the
rules, such changes are technical in nature and do not change the
substance of the proposed Rule.
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. The proposal is intended to
harmonize the Exchange's rules with the rules of other SROs with
respect to Regulation M compliance. The Exchange believes that any
burden on competition would be clearly outweighed by the important
regulatory goal of ensuring clear and consistent requirements
applicable across SROs, avoiding duplication, and mitigating any risk
of SROs implementing different standards in these important areas.
Further, the proposed changes would apply to all ETP Holders in the
same manner and therefore would not impose any unnecessary intramarket
burdens.
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 and Rule 19b-
4(f)(6)(iii) thereunder.
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
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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) \10\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\10\ 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 (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSENAT-2019-28 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-NYSENAT-2019-28. 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-NYSENAT-2019-28, and should be submitted
on or before December 23, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-25963 Filed 11-29-19; 8:45 am]
BILLING CODE 8011-01-P