
[Federal Register Volume 82, Number 74 (Wednesday, April 19, 2017)]
[Notices]
[Pages 18507-18512]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-07874]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80453; File No. SR-IEX-2017-09]


Self-Regulatory Organizations; Investors Exchange LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Specify 
the Required Forms of Listing Application, Agreement and Other 
Documentation

April 13, 2017.
    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 April 3, 2017, the Investors Exchange LLC (``IEX'' or 
the ``Exchange'') 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 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\ 15 U.S.C. 78a.
    \3\ 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

    Pursuant to the provisions of Section 19(b)(1) under the Securities 
Exchange Act of 1934 (``Act''),\4\ and Rule 19b-4 thereunder,\5\ 
Investors Exchange LLC (``IEX'' or ``Exchange'') is filing with the 
Commission a proposed rule change to specify the required forms of 
listing application, listing agreement and other documentation that 
listed companies must execute or complete (as applicable) as a 
prerequisite for listing on the Exchange. The Exchange has designated 
this proposal as non-controversial and provided the Commission with the 
notice required by Rule 19b-4(f)(6)(iii) under the Act.\6\
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    \4\ 15 U.S.C. 78s(b)(1).
    \5\ 17 CRF 240.19b-4.
    \6\ 17 CFR 240.19b-4(f)(6)(iii).
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    The text of the proposed rule change is available at the Exchange's 
Web site at www.iextrading.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 the 
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 these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
has prepared summaries, set forth in Sections A, B, and C below, of the 
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On June 17, 2016 the Commission granted IEX's application for 
registration as a national securities exchange under Section 6 of the 
Act including approval of rules applicable to the qualification, 
listing and delisting of companies on the Exchange.\7\ The Exchange 
plans to begin a listing program in 2017 and is proposing to adopt 
listing applications and forms applicable to companies applying for 
listing or listed on the Exchange in this proposed rule change. As 
proposed, the listing forms are substantially similar to those 
currently in use by the Nasdaq Stock Exchange LLC (``Nasdaq''), with 
certain differences as described herein.\8\
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    \7\ See Securities Exchange Act Release No. 34-78101 (June 17, 
2016), 81 FR 41141 (June 23, 2016) (File No. 10-222).
    \8\ Nasdaq's listing applications and forms are available at: 
https://listingcenter.nasdaq.com/Forms_Preview.aspx. In connection 
with IEX's Form 1 application for registration as a national 
securities exchange, the Commission approved rules applicable to the 
qualification, listing and delisting of companies on IEX. See 
Securities Exchange Act Release No. 78101 (June 17, 2016), 81 FR 
41141 (June 23, 2016) (File No. 10-222). These rules are modelled on 
Nasdaq's rules applicable to the qualification, listing and 
delisting of companies on Nasdaq.
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    The Exchange proposes to specify the required forms of listing 
application, listing agreement and other documentation that listing 
applicants and listed companies must execute or complete (as 
applicable) as a prerequisite for initial and ongoing listing on the 
Exchange, as applicable (collectively, ``listing documentation''). All 
listing documentation will be available on the Exchange's Web site 
(www.iextrading.com). In the event that in the future the Exchange 
makes any substantive changes (including changes to the rights, duties, 
or obligations of a listed company or listing applicant or the 
Exchange, or that would otherwise require a rule filing) to such 
documents, it will submit a rule filing in accordance with Rule 19b-
4.\9\
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    \9\ The Exchange will not submit a rule filing if the changes 
made to a document are solely typographical or stylistic in nature.

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[[Page 18508]]

    The following is a description of the listing documentation.\10\
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    \10\ For each form a duly authorized representative of the 
company must sign an affirmation that the information provided is 
true and correct as of the date the form was signed and that the 
company will promptly notify IEX of any material changes.
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IEX Listing Application
    Pursuant to IEX Rule 14.202, after receiving a listing clearance 
letter pursuant to IEX Rule 14.201,\11\ a company must file and execute 
an original listing application to apply for listing on IEX. The 
Listing Application provides information necessary, and in accordance 
with Section 12(b) of the Act, for IEX regulatory staff to conduct a 
due diligence review of a company to determine if it qualifies for 
listing on the Exchange. Relevant factors regarding the company and 
securities to be listed will determine the type of information 
required.\12\ Accordingly, different types of listing applications and 
information would be required to be submitted, as described below:
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    \11\ Pursuant to IEX Rule 14.201 a company seeking the initial 
listing of one or more classes of securities on the Exchange must 
participate in a free confidential pre-application eligibility 
review by the Exchange in order to determine whether it meets the 
Exchange's listing criteria. If, upon completion of this review, the 
Exchange determines that a company is eligible for listing, the 
Exchange will provide a clearance letter to the company notifying 
the company that it has been cleared to submit an original listing 
application pursuant to IEX Rule 14.202. A clearance letter is valid 
for nine months from its date of issuance.
    \12\ See the table on page 10 infra which specifies the 
categories of information required for each application type.
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1. Initial Public Offering (``IPO'') or Distribution Spin-Off
    This form of listing application would be used by a company listing 
in conjunction with an IPO,\13\ spin-off or other distribution 
transaction.\14\
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    \13\ A company shall be considered to be listing in conjunction 
with an initial public offering if immediately prior to the 
effective date of a registration covering securities to be listed, 
the company was not required to file reports with the Commission 
pursuant to Section 13(a) or 15(d) of the Act.
    \14\ In a ``spin-off [sic], a parent company distributes shares 
of a subsidiary to the parent company's shareholders so that the 
subsidiary becomes a separate, independent company. The shares are 
usually distributed on a pro rata basis. See, ``Fast Answers'' 
available on sec.gov.
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2. Transfer From a National Securities Exchange
    This form of listing application would be used by a company that is 
currently listed on another national securities exchange \15\ to 
transfer its listing to the Exchange.
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    \15\ A national securities exchange is a securities exchange 
that has registered with the SEC under Section 6 of the Act.
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3. Transfer From a Market That Is Not a National Securities Exchange
    This form of listing application would be used by a company that is 
currently a publicly traded in the United States on a market that is 
not a national securities exchange.
4. Listing of a New Class of Securities by a Listed Company
    This form of listing application would be used by a company that is 
currently listed and seeking to list a new class of securities on the 
Exchange.
5. Listing Following a Change of Control Between a Listed Company and 
an Unlisted Company
    This form of application would be used by a company listing in 
conjunction with a business transaction that results in a change of 
control (e.g., merger or acquisition).
    As noted in the table below, certain categories of information 
would be required for all application types, as well as application 
specific information for particular application types. The following 
describes each category and use of application information:
    1. Corporate information regarding the issuer of the security to be 
listed, including company name, address, Central Index Key Code (CIK), 
SEC File Number, date and place of incorporation, fiscal year end, 
whether the company is a foreign private issuer, whether the company is 
eligible for a Direct Registration Program operated by a clearing 
agency registered under Section 17A of the Act, and a company 
description. This information is required of all applicants and is 
necessary in order for the Exchange's regulatory staff to collect basic 
company information for recordkeeping and due diligence purposes, 
including review of information contained in the company's SEC filings.
    2. Corporate contact information including for the company's legal 
counsel. This information is required of all applicants and is 
necessary in order for the Exchange's regulatory staff to collect 
current company contact information for purposes of obtaining any 
additional due diligence information to complete a listing 
qualification review of the applicant.
    3. Securities/accounting information regarding the company's 
investment banker, auditor and transfer agent. Auditor information is 
required for all applicants, except for a listed company applying to 
list a new class of securities, whereas information regarding the 
company's investment banker is only required of applicants listing in 
connection with an IPO or distribution spin-off or for listing a new 
class of securities. Transfer agent is required for all applicants. 
This information is necessary in order for the Exchange's regulatory 
staff to collect current contact information for such company advisors 
and vendors for purposes of obtaining any additional due diligence 
information to complete a listing qualification review of the 
applicant.
    4. Offering and security information regarding an IPO or other 
offering, including the type of offering, expected effective date of 
registration statement, expected date of initial trading on IEX, 
expected closing date of the offering, whether stock certificates will 
be delivered within three business days of listing, and whether the 
stock certificates will contain any restrictive legends. This 
information is required of applicants listing in connection with an IPO 
or distribution spin-off and for listing a new class of securities, and 
is necessary in order for the Exchange's regulatory staff to collect 
basic information about the offering, as well as to identify whether a 
when issued trading market will be needed (if stock certificates will 
not be delivered within three business days of listing) and to assess 
compliance with IEX Rules 14.310(a)(2) and 14.315(a)(1) regarding 
publicly held shares.
    5. Associated Corporate Actions information regarding a listed 
company conducting a business combination with an unlisted company that 
results in a change of control of the listed company, including changes 
to company name, trading symbol, CUSIP, whether a reverse stock split 
will be effected and other relevant information. This information is 
necessary in order to collect basic information about the company 
following the business transaction and to enable the Exchange to 
provide timely and accurate notifications of the associated corporate 
actions to Members and other market participants.\16\
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    \16\ The Exchange expects to provide such notification on its 
Web site and through a subscription based service, both on a 
complimentary basis.
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    6. Issue-specific information regarding securities to be listed, 
such as trading symbol, current market (except for applicants listing 
in connection with an IPO or distribution spin-off or for listing a new 
class of securities), issue type/class, CUSIP, number, par value, 
voting power, shares outstanding and shareholders, whether the security 
is book entry only, and American depositary share information. This 
information is necessary in order for the

[[Page 18509]]

Exchange's regulatory staff to collect basic information about the 
security that is the subject of the listing application, as well as to 
assess compliance with IEX Rules 14.310(a) regarding distribution 
requirements and 14.413 regarding voting rights.
    7. Board member identification and information including 
identification of independent directors and committee members. This 
information is necessary in order for the Exchange's regulatory staff 
to assess compliance with IEX Rule 14.405 regarding board of directors 
and committee requirements.
    8. Regulatory review information, including a description of 
regulatory proceedings and litigation the company is subject to; 
certain regulatory, legal or criminal matters involving the company's 
current executive officers, directors and ten percent or greater 
shareholders; prior listing background, SEC filing background; and 
prior financing transactions.\17\ This section also notes that IEX 
reserves the right to request additional information or documentation, 
public or non-public, deemed necessary to make a determination 
regarding a security's qualification for initial listing, including but 
not limited to, any material provided to or received from the SEC or 
other regulatory authority. Additionally, this section notes that the 
fact that an applicant may meet IEX's numerical guidelines does not 
necessarily mean that its application will be approved. This regulatory 
review information is necessary in order for the Exchange's regulatory 
staff to assess whether there are regulatory matters related to the 
company that render it unqualified for listing, or warrant the 
application of more stringent listing criteria, pursuant to IEX Rule 
14.101.\18\
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    \17\ See also note 25 regarding the scope of regulatory 
information initially required to be included in various application 
types.
    \18\ Pursuant to IEX Rule 14.101 the Exchange ``. . . has broad 
discretionary authority over the initial and continued listing of 
securities on the Exchange in order to maintain the quality, 
transparency and integrity of and public confidence in its market; 
to prevent fraudulent and manipulative acts and practices; to 
promote just and equitable principles of trade; to protect investors 
and the public interest; and to protect the safety and security of 
the Exchange and its employees. The Exchange may use such discretion 
to deny initial listing, apply additional or more stringent criteria 
for the initial or continued listing of particular securities, or 
suspend or delist particular securities based on any event, 
condition, or circumstance that exists or occurs that makes initial 
or continued listing of the securities on the Exchange inadvisable 
or unwarranted in the opinion of the Exchange, even though the 
securities meet all enumerated criteria for initial or continued 
listing on the Exchange. In the event that the Exchange Staff makes 
a determination to suspend or deny continued listing pursuant to its 
discretionary authority, the Company may seek review of that 
determination through the procedures set forth in the IEX Rule 
Series 14.500.''
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    9. Supporting documentation required prior to listing approval 
includes a listing agreement,\19\ logo submission form,\20\ corporate 
governance certification,\21\ regulatory correspondence over the past 
12 months \22\ shareholder confirmation documents, and symbol 
reservation form.\23\ This documentation is necessary in order to 
support the Exchange's regulatory staff listing qualification review 
(corporate governance certification form, regulatory correspondence and 
shareholder confirmation documents), to effectuate the listed company's 
agreement to the terms of listing (listing agreement),\24\ and enable 
the Exchange to use the company's logo for marketing and publicity 
purposes on IEX's Web site. In addition, the IPO application requires 
that if the company qualifies as an emerging growth company under the 
JOBS Act of 2012 and has submitted a confidential draft registration 
statement to the Commission in connection with its proposed IPO, the 
company provide the most recent copy of such draft registration 
statement and all related correspondence with the Commission or its 
staff. This documentation, which is not publicly available, is required 
to support the Exchange regulatory staff's listing qualification 
review.
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    \19\ See description of the listing agreement infra.
    \20\ See description of the logo submission form infra.
    \21\ See description of the corporate governance certification 
infra.
    \22\ This includes correspondence between the listing applicant 
and each of its regulators. Review of such correspondence by IEX 
Regulation staff is designed to identify any public interest 
concerns that would preclude listing approval. In this regard, IEX 
Rule 14.101 provides that the Exchange ``. . . has broad 
discretionary authority over the initial and continued listing of 
securities on the Exchange in order to maintain the quality, 
transparency and integrity of and public confidence in its market; 
to prevent fraudulent and manipulative acts and practices; to 
promote just and equitable principles of trade; to protect investors 
and the public interest; and to protect the safety and security of 
the Exchange and its employees. The Exchange may use such discretion 
to deny initial listing, apply additional or more stringent criteria 
for the initial or continued listing of particular securities, or 
suspend or delist particular securities based on any event, 
condition, or circumstance that exists or occurs that makes initial 
or continued listing of the securities on the Exchange inadvisable 
or unwarranted in the opinion of the Exchange, even though the 
securities meet all enumerated criteria for initial or continued 
listing on the Exchange. In the event that the Exchange Staff makes 
a determination to suspend or deny continued listing pursuant to its 
discretionary authority, the Company may seek review of that 
determination through the procedures set forth in the IEX Rule 
Series 14.500.''
    \23\ See description of the symbol reservation form infra.
    \24\ See discussion of listing agreement infra.
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    The chart below show the categories of information required on each 
application type:
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    \25\ Because more information is generally available to IEX 
Regulation staff based on existing listing on IEX or another 
national securities exchange, the Exchange Transfer and New Class 
applications require only information on nondisclosed regulatory 
and/or legal matters. As warranted, IEX Regulation staff will 
request additional regulatory information necessary to make a 
listing qualification determination.

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                                                                                          Exchange       Non-exchange      Change of
                        Information category                         IPO application      transfer         transfer         control         New class
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Corporate..........................................................         [check]          [check]          [check]          [check]          [check]
Contacts...........................................................         [check]          [check]          [check]          [check]          [check]
Securities/Accounting..............................................         [check]          [check]          [check]          [check]          [check]
Offering and Security..............................................         [check]   ...............  ...............  ...............         [check]
Associated Corporate Action........................................  ...............  ...............  ...............         [check]   ...............
Issue-Specific.....................................................         [check]          [check]          [check]          [check]          [check]
Board Member.......................................................         [check]          [check]          [check]          [check]   ...............
Regulatory Review \25\.............................................         [check]          [check]          [check]          [check]          [check]
Supporting Documentation...........................................         [check]          [check]          [check]          [check]          [check]
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IEX Listing Agreement
    Pursuant to IEX Rule 14.202, to apply for listing on IEX, a company 
must execute a Listing Agreement. Pursuant to the Listing Agreement a 
company agrees with the Exchange as follows:
    1. Company certifies that it understands and agrees to comply with 
all IEX rules, as they may be amended from time to time, and pay all 
applicable listing fees when due.

[[Page 18510]]

    2. Company agrees to promptly notify IEX in writing of any 
corporate action or other event which will cause Company to cease to be 
in compliance with IEX listing requirements.
    3. Company understands that IEX may remove its securities from the 
Investors Exchange LLC, pursuant to applicable procedures, if it fails 
to meet one or more requirements of Paragraphs 1-2.
    4. Company understands that if an exception to any of the 
provisions of any of the IEX rules has been granted by IEX, such 
exception shall, during the time it is in effect, supersede any 
conflicting provision of this Listing Agreement.
    5. Company warrants and represents that any trading symbol 
requested to be used by Company does not violate any trade/service 
mark, trade name, or other intellectual property right of any third 
party. Company agrees and understands that a trading symbol is provided 
to Company for the limited purpose of identifying Company's security in 
authorized quotation and trading systems and that Company has no 
ownership rights in the trading symbol. The assignment and use of a 
trading symbol is governed by the National Market System Plan for the 
Selection and Reservation of Securities Symbols, as may be amended from 
time to time.
    6. Company hereby grants to IEX a non-exclusive, royalty free, 
license to use Company's logos, trade names, and trade/service marks in 
IEX's advertising, literature, media interactions, industry events, 
conferences, Web sites, social media content, and mobile applications 
solely in connection with marketing and related purposes in connection 
with being an IEX-listed company, and to convey quotation information, 
transactional reporting information, and other information regarding 
Company in connection with IEX. Company agrees to hold harmless and 
indemnify IEX (and its officers, directors, employees and agents) 
against any and all claims and losses, including but not limited to 
costs and attorneys' fees, resulting from, suffered, or incurred as a 
result of any third party's claim or litigation relating to the 
infringement of any trade/service mark, trade name, or other 
intellectual property right related to or arising out of IEX's use of 
Company's trading symbol, corporate logos, Web site address, trade 
names, and trade/service marks in accordance with the terms of this 
Listing Agreement.
    The various provisions of the Listing Agreement are designed to 
accomplish several objectives. First, clauses 1-3 reflect the 
Exchange's self-regulatory organization (``SRO'') obligations to assure 
that only listed companies that are compliant with applicable IEX rules 
may remain listed. Thus, these provisions contractually bind a listed 
company to comply with IEX rules, provide notification of any corporate 
action or other event that will cause the company to cease to be in 
compliance with IEX listing requirements, and evidence the company's 
understanding that it may be removed from listing (subject to 
applicable procedures) if it fails to be in compliance or notify the 
Exchange of any event of noncompliance. Clause 4 reflects the 
contractual impact of any exception granted to a listed company with 
respect to any IEX rules.\26\ Clauses 5 and 6 contains standard legal 
representations and agreements from the listed company to IEX regarding 
use of its logo, trade names, trade/service markets, and trading symbol 
as well as potential legal claims against IEX in connection thereto.
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    \26\ For example, pursuant to IEX rule 14.501 and 14.502 a 
listed company may be granted an exception to certain listing 
standards for a limited period of time, as permitted by IEX rules.
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Corporate Governance Certification
    In accordance with IEX Rule 14.400, companies listed on IEX are 
required to comply with certain corporate governance standards, 
relating to, for example, audit committees, director nominations, 
executive compensation, board composition, and executive sessions. In 
certain circumstances the corporate governance standards that apply 
vary depending on the nature of the company. In addition, there are 
phase-in periods and exemptions available to certain types of 
companies.\27\ The Corporate Governance Certification enables a company 
to confirm to the Exchange that it is in compliance with the applicable 
standards, and specify any applicable phase-ins or exemptions.\28\ In 
addition, the Corporate Governance Certification enables a company to 
confirm to the Exchange its compliance with quorum,\29\ internal 
audit,\30\ code of conduct,\31\ and direct registration system 
(``DRS'') eligibility \32\ requirements. Companies are required to 
submit a Corporate Governance Certification upon initial listing on IEX 
and thereafter when an event occurs that makes an existing form 
inaccurate. This Corporate Governance Certification thus assists IEX 
regulatory staff in monitoring listed company compliance with the 
corporate governance requirements.
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    \27\ See IEX Rule 14.407.
    \28\ See IEX Rule 14.407.
    \29\ See IEX Rule 14.408(c).
    \30\ See IEX Rule 14.414. Note that Nasdaq does not have a 
corresponding internal audit requirement.
    \31\ See IEX Rule 14.406.
    \32\ See IEX Rule 14.208.
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Company Event Notifications
    Pursuant to IEX Rule 14.207(e), various corporate events resulting 
in material changes will trigger the requirement for a listed company 
to submit certain forms to the Exchange. The following describes the 
applicable forms, as proposed, for different event types:
1. Shares Outstanding Change Form
    Pursuant to IEX Rule 14.207(e)(1), listed companies are required to 
file, on a form designated by the Exchange no later than 10 calendar 
days after the occurrence, any aggregate increase or decrease of any 
listed class of securities listed on the Exchange that exceeds 5% of 
the amount of the class outstanding. This notification requirement is 
designed to assist IEX regulatory staff in identifying a situation in 
which a listed company may have issued additional shares without 
obtaining shareholder approval as required \33\ or in violation of 
IEX's voting rights rule.\34\ Accordingly, as proposed, the Exchange 
designates the Shares Outstanding Change Form for this purpose.
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    \33\ See IEX Rule 14.412.
    \34\ See IEX Rule 14.413.
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2. Listing of Additional Shares
    Pursuant to IEX Rule 14.207(e)(2) listed companies must notify IEX 
of events involving the issuance, or potential issuance of common 
stock, securities convertible into common stock or other voting 
securities.\35\ Such events include but are not limited to, public 
offerings, private placements, acquisitions using stock, establishment, 
or materially amending stock option plans and transactions that may 
result in a change of control of a company. Companies must file 
notifications on the Listing of Additional Shares form as soon as 
possible but at least 15 calendar days prior to the transaction in 
question. The Exchange regulatory staff will use the information 
provided to assess whether a transaction is in compliance with 
applicable IEX rules, including the shareholder approval requirements.
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    \35\ A company solely listing American Depositary Receipts is 
not subject to such notification requirement.
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3. Company Event Notification Form
    Pursuant to IEX Rule 14.207(e)(3), listed companies are required to 
file, on a form designated by the Exchange, notification of specified 
record keeping changes no later than 10 calendar days after the 
occurrence. These include any

[[Page 18511]]

changes to its name, the par value or title of its security, its symbol 
or similar change. In addition, listed companies are required to notify 
the exchange promptly in writing (absent any fees) of any change in the 
general character or nature of its business and any change in the 
address of its principal executive offices. Further, pursuant to IEX 
Rule 14.207(e)(4), listed companies are required to notify the Exchange 
of a Substitution Listing Event (other than a reincorporation or a 
change to the company's place of organization) \36\ no later than 15 
calendar days prior to the implementation of such event by filing the 
appropriate form as designated by the Exchange. For a reincorporation 
or change to a company's place of organization, a company shall notify 
the Exchange as soon as practicable after such event has been 
implemented by filing the appropriate form as designated by the 
Exchange. These notifications are required for administrative reasons 
(i.e., to assure that the Exchange has accurate information regarding 
each listed company and security). The Exchange proposes to designate 
the Company Event Notification for such notifications.
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    \36\ Pursuant to IEX Rule 14.002(32), a Substitution Listing 
Event means: A reverse stock split, re-incorporation or a change in 
the Company's place of organization, the formation of a holding 
company that replaces a listed Company, reclassification or exchange 
of a Company's listed shares for another security, the listing of a 
new class of securities in substitution for a previously-listed 
class of securities or any technical change whereby the Shareholders 
of the original Company receive a share-for-share interest in the 
new Company without any change in their equity position or rights. A 
Substitution Listing Event also includes the replacement of, or any 
significant modification to, the index, portfolio or Reference Asset 
underlying a security listed under Chapter 16 of the IEX Rules 
(including, but not limited to, a significant modification to the 
index methodology, a change in the index provider, or a change in 
control of the index provider).
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4. Dividend-Distribution-Interest Payment Form
    Pursuant to IEX Rule 14.207(e)(6), no later than 10 calendar days 
prior to the record date of any dividend action or action relating to a 
stock distribution listed companies are required to notify the Exchange 
by filing the appropriate form as designated by the Exchange.\37\ This 
notification to IEX is required so that the Exchange can advise its 
Members and other market participants of dividend and distribution 
actions, including determination and dissemination of any applicable 
ex-dates. The Exchange proposes to designate the Dividend-Distribution-
Interest Payment Form for such notifications.
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    \37\ Rule 14.207(e)(6) also requires that the company provide 
public notice of the action using a Regulation FD compliant method. 
Notice to the Exchange should be given as soon as possible after 
declaration and, in any event, no later than simultaneously with the 
public notice.
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Logo Submission Form
    Pursuant to the Logo Submission Form company logos may be included 
in IEX's advertising, literature, media interactions, industry events, 
conferences, Web sites, social media content, and mobile applications 
solely in connection with marketing and related purposes in connection 
with being an IEX-listed company, and to convey quotation information, 
transactional reporting information, and other information regarding a 
company in connection with IEX. This form is required for 
administrative purposes to facilitate use of a listed company's 
corporate logos, trade names and trade/service marks.
Symbol Reservation Form
    The Symbol Reservation Form enables a company to reserve a symbol 
to identify its securities trading on IEX. A company can provide its 
primary choice and two alternatives and IEX will reserve a symbol 
through the Intermarket Symbols Reservation Authority. This form 
facilitates the operational aspects of trading symbol reservation and 
assignment through the Intermarket Symbol Reservation Authority.
2. Statutory Basis
    IEX believes that the proposed rule change is consistent with the 
provisions of Section 6 of the Act, in general and with Sections 6(b) 
\38\ of the Act in general, and furthers the objectives of Sections 
6(b)(5) of the Act,\39\ in particular, 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, 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. The Exchange believes that 
the proposed rule change supports these objectives because it provides 
appropriate listing applications, agreements, and forms that are 
designed to facilitate the collection of necessary information and 
agreements from listed companies and support IEX's regulatory review 
and monitoring of listed company compliance with IEX's listing rules. 
The Exchange also believes that providing standardized applications, 
agreements, and forms will provide a transparent means for listed 
companies and applicants to provide information required by IEX rules 
and for administrative purposes to the Exchange which is consistent 
with the public interest and the protection of investors.
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    \38\ 15 U.S.C. 78f.
    \39\ 15 U.S.C. 78f(b)(5).
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    The Exchange also believes that the proposed rule change does not 
unfairly discriminate between customers, issuers, brokers and dealers 
since all similarly situated listed companies and applicants will be 
required to complete the same documentation. Although in some cases 
different documentation is required, the differences relate solely to 
the information necessary to assess listing compliance.
    The Exchange also notes that substantially similar applications, 
agreements, and forms are used by Nasdaq so the proposed rule change 
does not raise any new or novel issues that have not already been 
considered by the Commission.

B. Self-Regulatory Organization's Statement on Burden on Competition

    IEX does not believe that the proposed rule change will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change 
requires the collection of information required by IEX rules and for 
administrative purposes and is not intended to address or advance any 
competitive issues.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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, it has become effective pursuant to Section 
19(b)(3)(A)(iii) \40\ of the Act and Rule 19b-4(f)(6) thereunder.\41\
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    \40\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \41\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.

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[[Page 18512]]

    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 under 
Section 19(b)(2)(B) \42\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \42\ 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 sec.gov">rule-comments@sec.gov. Please include 
File Number SR-IEX-2017-09 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-IEX-2017-09. 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 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; 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-IEX-2017-09 and should be 
submitted on or before May 10, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\43\
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    \43\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2017-07874 Filed 4-18-17; 8:45 am]
BILLING CODE 8011-01-P


