
[Federal Register Volume 80, Number 213 (Wednesday, November 4, 2015)]
[Notices]
[Pages 68376-68377]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-28019]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76294; File No. SR-NYSEMKT-2015-83]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending Rules 46--
Equities, 46A--Equities, 103B--Equities, and 497--Equities To Replace 
References to the NYSE Regulation Board of Directors With the 
Exchange's Regulatory Oversight Committee

October 29, 2015.
    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 October 19, 2015, NYSE MKT LLC (the ``Exchange'' or 
``NYSE MKT'') 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 Exchange has designated this proposal as a ``non-
controversial'' proposed rule change pursuant to Section 19(b)(3)(A) of 
the Act \4\ and Rule 19b-4(f)(6)(iii) thereunder,\5\ which renders it 
effective upon filing with the Commission. 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.
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rules 46--Equities, 46A--Equities, 
103B--Equities, and 497--Equities to replace references to the NYSE 
Regulation Board of Directors with the Exchange's Regulatory Oversight 
Committee. The text of the proposed rule change is available on the 
Exchange's Web site 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 to amend Rules 46--Equities, 46A--Equities, 
103B--Equities, and 497--Equities to replace references to the NYSE 
Regulation Board of Directors with the Exchange's Regulatory Oversight 
Committee (``ROC'').
    The Exchange recently amended the Operating Agreement to, among 
other things, establish a ROC.\6\ The Exchange now proposes the 
following conforming amendments to Rules 46--Equities, 46A- Equities, 
103B--Equities, and 497--Equities. These proposed changes, described 
below, are similar to changes to the rules of the Exchange's affiliate, 
NYSE, which were recently approved by the Commission.\7\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 75148 (June 11, 
2015), 80 FR 34751 (SR-NYSEMKT-2015-27) (approving creation of a ROC 
with primary responsibility to independently monitor the exchange's 
regulatory operations).
    \7\ See Securities Exchange Act Release No. 75991 (September 28, 
2015), 80 FR 59837, 59839 (October 2, 2015) (SR-NYSE-2015-27).
---------------------------------------------------------------------------

    First, the Exchange proposes to amend Rule 46(b)--Equities, which 
governs the appointment of Floor Officials, to replace the reference to 
the ``NYSE Regulation Board of Directors'' with the ROC as the entity 
with which the Board would consult on those appointments.
    Similarly, the Exchange proposes to amend Rule 46A--Equities, which 
governs the appointment of Executive Floor Governors, to replace the 
``Board of Directors of NYSE Regulation'' with the ROC as the entity 
with which the Board would consult on those appointments.
    Third, Rule 103B--Equities, which governs the security allocation 
and reallocation process, would be amended to replace ``NYSER Board of 
Directors'' in subsection (b) of Supplementary Material .10 with the 
``Exchange's Regulatory Oversight Committee''.
    Finally, Rule 497--Equities sets forth certain requirements that 
securities issued by Intercontinental Exchange, Inc., or its affiliates 
must meet before they can be listed on the Exchange. The Exchange 
proposes to replace ``NYSE Regulation Board of Directors'' in Rule 
497(b) and (c)(1) with ``Exchange's Regulatory Oversight Committee''. 
The ROC is now the entity that approves regulatory findings that the 
security to be listed satisfies Exchange listing rules under Rule 
497(b) and that would receive the reports specified in Rule 497(c)--
Equities.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(5) \9\ in particular, in that it in that 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, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system and, in general, help to protect 
investors and the public interest. Specifically, the Exchange believes 
that replacing references to the NYSE Regulation Board of Directors 
with the Exchange's ROC in Rules 46--Equities, 46A--Equities, 103B--
Equities, and 497--Equities removes impediments to and perfects the 
mechanism of a free and open market by removing confusion that may 
result from having obsolete references in the Exchange's rulebook. The 
Exchange further believes that the proposal removes impediments to and 
perfects the mechanism of a free and open market by ensuring that 
persons

[[Page 68377]]

subject to the Exchange's jurisdiction, regulators, and the investing 
public can more easily navigate and understand the Exchange's rulebook. 
The Exchange believes that eliminating obsolete references 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 
increased transparency, thereby reducing potential confusion. Removing 
such obsolete references will also further the goal of transparency and 
add clarity to the Exchange's rules.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather to 
delete obsolete references, thereby increasing transparency, reducing 
confusion, and making the Exchange's rules easier to understand and 
navigate.

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; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) 
thereunder.\10\
---------------------------------------------------------------------------

    \10\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's 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.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act normally does not become operative for 30 days after the date of 
its filing. However, Rule 19b-4(f)(6)(iii) permits the Commission to 
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 Commission believes 
that waiver of the 30-day operative delay is appropriate because the 
proposed rule change would replace references to NYSE Regulation Board 
of Directors or NYSER Board of Directors with references to the 
Exchange's Regulatory Oversight Committee and thus reflect recently 
approved changes to the Exchange's Operating Agreement that established 
the Exchange's Regulatory Oversight Committee.\11\ Based on the 
foregoing, the Commission believes that the waiver of the operative 
delay is consistent with the protection of investors and the public 
interest.\12\ The Commission hereby grants the waiver and designates 
the proposal operative upon filing.
---------------------------------------------------------------------------

    \11\ See supra note 6.
    \12\ 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. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEMKT-2015-83 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEMKT-2015-83. 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 Web site (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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549-1090, on official business days between the hours 
of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available 
for inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEMKT-2015-83 and should be submitted on or before 
November 25, 2015.
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-28019 Filed 11-3-15; 8:45 am]
 BILLING CODE 8011-01-P


