
[Federal Register Volume 82, Number 32 (Friday, February 17, 2017)]
[Notices]
[Pages 11084-11085]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-03181]



[[Page 11084]]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80030; File No. SR-NYSE-2017-02]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Section 902.02 of the New York Stock Exchange LLC Listed Company 
Manual To Waive the First Partial Year's Annual Fees for Companies 
Transferring From Other Exchanges

February 13, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'' or ``Exchange Act'') \2\ and Rule 19b-4 thereunder,\3\ 
notice is hereby given that, on January 31, 2017, New York Stock 
Exchange LLC (``NYSE'' or ``Exchange'') filed with the Securities and 
Exchange Commission (``Commission'') the proposed rule change as 
described in Items I, II, and III 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 Section 902.02 of the NYSE Listed 
Company Manual (the ``Manual'') to provide a waiver of annual fees in 
relation to the first partial year of listing for companies 
transferring from another national securities exchange. 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 Section 902.02 of the Manual to 
provide a waiver of annual fees in relation to the first partial year 
of listing for companies transferring their primary class of common 
shares from another national securities exchange.
    Section 902.02 currently provides that companies transferring their 
listing from another national securities exchange must pay prorated 
annual fees in relation to the first partial year that they are listed 
on the Exchange. However, Section 902.02 provides that companies 
transferring their primary class of common shares from NYSE Arca and 
NYSE MKT are not required to pay any annual fee for their first part 
year of listing after transferring for their primary class of common 
shares or any class of securities transferred in conjunction therewith. 
The Exchange believes that it is fairer and more consistent to treat 
all companies transferring from another market the same for fee 
purposes and therefore proposes to amend Section 902.02 to provide that 
all companies transferring from any other national securities exchange 
should benefit from an annual fee waiver for their first partial year 
of listing. In addition, the Exchange notes that companies transferring 
in mid-year will already have paid listing fees for that year to the 
exchange on which they were previously listed and that the double 
payment the Exchange's prorated annual fee imposes on them imposes a 
significant financial burden and acts as a disincentive to 
transferring. The Exchange does not believe that this waiver will have 
any effect on its ability to properly fund its regulatory activities.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\4\ in general, and furthers the 
objectives of Sections 6(b)(4) \5\ of the Exchange Act, in particular, 
in that it is designed to provide for the equitable allocation of 
reasonable dues, fees, and other charges and is not designed to permit 
unfair discrimination among its members and issuers and other persons 
using its facilities. The Exchange also believes that the proposed rule 
change is consistent with Section 6(b)(5) of the Exchange Act, in 
particular in that it is designed to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and 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.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is consistent 
with Sections 6(b)(4) and 6(b)(5) of the Exchange Act in that it 
represents an equitable allocation of fees and does not unfairly 
discriminate among listed companies. In particular, the Exchange 
believes the proposal represents an equitable allocation of fees and is 
not unfairly discriminatory because the proposed amendment will enable 
all companies transferring from any other national securities exchange 
to benefit from the same waiver with respect to annual fees for their 
first partial year of listing and not just those transferring from NYSE 
Arca and NYSE MKT, as is currently the case. The Exchange believes that 
the proposed waiver is not unfairly discriminatory with respect to 
companies that are already listed, because it is narrowly designed to 
address the fact that companies transferring from other markets have 
already paid annual listing fees at their predecessor market and would 
otherwise have an unusually large aggregate listing fee burden in their 
first partial year of listing. The Exchange also expects the effect of 
the proposed waiver to be small, as it is limited to the first part 
year of a transfer company's listing and a relatively small number of 
companies transfer to the Exchange in any year. Due to the very limited 
anticipated loss of revenue associated with the proposed waiver, the 
Exchange does not expect the proposed fee waiver to affect its ability 
to devote the same level of resources to its oversight of the companies 
that benefit from the waiver as it does for other listed companies or, 
more generally, impact its resource commitment to its regulatory 
oversight of the listing process or its regulatory programs.

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 designed to enable all companies transferring from any other 
national securities exchange

[[Page 11085]]

to benefit from the same waiver with respect to annual fees for their 
first partial year of listing and not just those transferring from NYSE 
Arca and NYSE MKT, as is currently the case. The market for listings is 
extremely competitive. Each listing exchange has a different fee 
schedule that applies to issuers seeking to list securities on its 
exchange. Issuers have the option to list their securities on these 
alternative venues based on the fees charged and the value provided by 
each listing. Because issuers have a choice to list their securities on 
a different national securities exchange, the Exchange does not believe 
that the proposed fee change imposes a burden on competition.

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 foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \6\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \7\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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) \8\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSE-2017-02 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-NYSE-2017-02. 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 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. 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-NYSE-2017-02, and should be 
submitted on or before March 10, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03181 Filed 2-16-17; 8:45 am]
 BILLING CODE 8011-01-P


