
[Federal Register Volume 79, Number 118 (Thursday, June 19, 2014)]
[Notices]
[Pages 35193-35194]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-14319]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72391; File No. SR-DTC-2013-11]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Designation of Longer Period for Commission Action on 
Proceedings To Determine Whether the Approve or Disapprove Proposed 
Rule Change, as Modified by Amendment Nos. 1 and 2, To Specify 
Procedures Available to Issuers of Securities Deposited at DTC for Book 
Entry Services When DTC Imposes or Intends To Impose Restrictions on 
the Further Deposit and/or Book Entry Transfer of Those Securities

June 13, 2014.

I. Introduction

    On December 5, 2013, The Depository Trust Company (``DTC'') filed 
with the Securities and Exchange Commission (``Commission'') proposed 
rule change SR-DTC-2013-11 (``Proposed Rules'') pursuant to Section 
19(b)(1) of the Securities Exchange Act of 1934 (``Exchange Act'') \1\ 
and Rule 19b-4 thereunder.\2\ The Proposed Rules were published in the 
Federal Register on December 24, 2013.\3\ The Commission received ten 
comments from eight commenters to the Proposed Rules \4\ and two 
letters from DTC responding to those comments.\5\ On February 10, 2014,

[[Page 35194]]

DTC filed Amendment No. 1 to the Proposed Rules.\6\ On March 10, 2014, 
DTC Filed Amendment No 2 to the Proposed Rules.\7\ On March 19, 2014, 
the Commission published Amendment Nos. 1 and 2 for comment and 
instituted proceedings to determine whether to approve or disapprove 
the Proposed Rules, as modified by Amendment Nos. 1 and 2 (``Order 
Instituting Proceedings'').\8\ During the course of these proceedings, 
the Commission received six additional comment letters from five 
commenters \9\ and two letters in response from DTC.\10\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Release No. 34-71132 (Dec. 18, 2013); 78 FR 77755 (Dec. 
24, 2013).
    \4\ See Letters to Elizabeth M. Murphy, Secretary, Commission, 
from: Suzanne H. Shatto dated December 20, 2013 (``Shatto Letter 
I''); Simon Kogan dated December 22, 2013 (``Kogan Letter''); DTCC 
BigBake dated December 27, 2013 (``DTCC BigBake Letter I'') and 
March 14, 2014 (``DTCC BigBake Letter II''); Brenda Hamilton, 
Hamilton & Associates Law Group, PA (``Hamilton Letter''); Charles 
V. Rossi, Chairman, STA Board Advisory Committee, Securities 
Transfer Association dated January 14, 2014 (``STA Letter I''); 
Louis A. Brilleman, Louis A. Brilleman, P.C. dated January 14, 2014 
(``Brilleman Letter I''); Gary Emmanuel and Harvey Kesner, Sichenzia 
Ross Friedman Ference LLP dated January 14, 2014 (``Sichenzia Letter 
I'') and February 24, 2014 (``Sichenzia Letter II''); and Susanne 
Trimbath, STP Advisory Services, LLC dated March 19, 2014 
(``Trimbath Letter'').
    \5\ See Letters to Elizabeth M. Murphy, Secretary, Commission, 
from Isaac Montal, Managing Director and Deputy General Counsel, 
DTCC dated February 10, 2014 (``DTC Letter I'') and March 3, 2014 
(``DTC Letter II'').
    \6\ Amendment No. 1 requires DTC to send any Deposit Chill 
Notice, as defined herein, and Global Lock Notice, as defined 
herein, sent to an issuer to the issuer's transfer agent on record 
with DTC via overnight courier.
    \7\ Amendment No. 2 makes a variety of changes to the rule text 
clarifying the procedures set forth in the Proposed Rules.
    \8\ See Release No. 34-71745 (March 19, 2014); 79 FR 16392 
(March 25, 2014).
    \9\ See Letters to Elizabeth M. Murphy, Secretary, Commission 
from: Louis A. Brilleman, Louis A. Brilleman, P.C. dated April 10, 
2014 (``Brilleman Letter II''); Charles V. Rossi, Chairman, STA 
Board Advisory Committee, Securities Transfer Association dated 
April 15, 2014 (``STA Letter II''); Daniel Zwiren, President and 
CEO, Edward Petraglia, General Counsel, Optigenex Inc. dated May 5, 
2014 (``Optigenex Letter I''); and Suzanne H. Shatto dated May 9, 
2014 (Shatto Letter II''). See Letter to Elizabeth M. Murphy, 
Secretary, Commission and Lisa D. Levey, Secretary, the Depository 
Trust Company from Daniel Zwiren, President and CEO, Edward 
Petraglia, General Counsel, Optigenex Inc. dated April 15, 2014 
(``Optigenex Letter II''). See Letter to Kevin M. O'Neill, Deputy 
Secretary, Commission from Gary Emmanuel and Harvey Kesner, 
Sichenzia Ross Friedman Ference LLP dated April 29, 2014 
(``Sichenzia Letter III'').
    \10\ See Letters to Elizabeth M. Murphy, Secretary, Commission, 
from Isaac Montal, Managing Director and Deputy General Counsel, 
DTCC dated April 29, 2014 (``DTC Letter III'') and May 6, 2014 
(``DTC Letter IV'').
---------------------------------------------------------------------------

    Section 19(b)(2) of the Exchange Act \11\ provides that, after 
initiating disapproval proceedings, the Commission shall issue an order 
approving or disapproving the proposed rule change not later than 180 
days after the date of publication of notice of filing of the proposed 
rule change. The Commission may extend the period for issuing an order 
approving or disapproving the proposed rule change, however, by not 
more than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination. The 
Proposed Rules were published for notice and comment in the Federal 
Register on December 24, 2013; June 22, 2014 is 180 days from that 
date, and August 21, 2014 is 240 days from that date.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    The Commission finds it appropriate to designate a longer period 
within which to issue an order approving or disapproving the Proposed 
Rules so that it has sufficient time to consider the amended proposal, 
the issues raised in the comment letters, including comment letters 
submitted in response to the Order Instituting Proceedings, and DTC's 
responses to such comments.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Exchange Act,\12\ designates August 21, 2014, as the date by which the 
Commission should either approve or disapprove the Proposed Rules (SR-
DTC-2013-11).
---------------------------------------------------------------------------

    \12\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-14319 Filed 6-18-14; 8:45 am]
BILLING CODE 8011-01-P


