[Federal Register Volume 86, Number 243 (Wednesday, December 22, 2021)]
[Notices]
[Pages 72646-72647]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-27662]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93802; File No. SR-NYSE-2021-72]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
for Non-Substantive Conforming Changes to Rule 18

December 16, 2021.
    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 December 9, 2021, New York Stock Exchange LLC (``NYSE'' 
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

    The Exchange proposes non-substantive conforming changes to Rule 
18. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes non-substantive conforming changes to Rule 18 
(Compensation in Relation to Exchange System Failure).
    Earlier this year, the Exchange eliminated member and non-member 
employee Floor Officials and transited the duties and responsibilities 
of Floor Officials to newly created Trading Officials, who are Exchange 
employees appointed by the NYSE CEO or his or her designee.\4\ As part 
of this change, the Exchange amended, among other rules, Rule 18, which 
sets forth the process for member organizations to seek reimbursement 
for losses resulting from system failures. Specifically, former Rule 
18(d) established a Compensation Review Panel consisting of three Floor 
Governors and three Exchange employees to determine the eligibility of 
a claim for payment. Since elimination of Floor Governors left Exchange 
employees as the sole members of the Compensation Review Panel, the 
Exchange eliminated the Compensation Review Panel and amended Rule 
18(d) to provide that the Exchange will review claims submitted 
pursuant to Rule 18 and determine eligibility of a claim for 
payment.\5\
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    \4\ See Securities Exchange Act Release No. 92193 (June 16, 
2021), 86 FR 33001 (June 23, 2021) (SR-NYSE-2020-105) (Order).
    \5\ See id., 86 FR at 33002. As described in the previous 
filing, claims under Rule 18(d) would continue to be validated and 
reviewed by Exchange employees but retention of the Compensation 
Review Panel was unnecessary given that elimination of Floor 
Officials, which would leave the panels composed solely of Exchange 
employees.
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    As part of that filing, the Exchange inadvertently failed to amend 
subsections (e) and (f) of Rule 18, which describe the workings of the 
Compensation Review Panel, as well the deleting the references to the 
Compensation Review Panel in subsections (c) and (d) of Supplementary 
Material .10, which governs Rule 18 claims by the Exchange's affiliate 
NYSE American LLC. The Exchange accordingly proposes the following 
conforming changes to Rule 18.
    Rule 18(e) provides that Compensation Review Panel determinations 
are by majority vote and that in the event of a deadlock the final 
determination will be made by the Chief Executive Officer of the 
Exchange (``CEO'') or his or her designee. Consistent with the previous 
filing, the Exchange proposes to delete subsection (e) as obsolete. 
Current subsection (f), which provides that all determinations made 
pursuant to Rule 18 by the Compensation Review Panel, the CEO or his or 
her designee are final, would become new subsection (e). The phrase 
``the Compensation Review Panel, the CEO or his or her designee'' in 
subsection (f) would also be deleted. Proposed Rule 18(f) would 
accordingly provide that all determinations made pursuant to the Rule 
are final. Finally the references to Compensation Review Panel in 
subsections (c) and (d) of Supplementary Material .10 would be replaced 
with the Exchange.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of 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 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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    In particular, the Exchange believes that the proposed non-
substantive conforming changes would remove impediments to and perfect 
the mechanism of a free and open market and a national market system 
and, in general, protect investors and the public interest because the 
proposed non-substantive changes would add clarity, transparency and 
consistency to the

[[Page 72647]]

Exchange's rules. The Exchange believes that market participants would 
benefit from the increased clarity, thereby reducing potential 
confusion and ensuring that persons subject to the Exchange's 
jurisdiction, regulators, and the investing public can more easily 
navigate and understand the Exchange's rules.

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 proposed rule change is 
not intended to address competitive issues but is rather concerned with 
making non-substantive conforming changes to the Exchange rules. Since 
the proposal does not substantively modify system functionality or 
processes on the Exchange, the proposed changes will not impose any 
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

    Because the foregoing 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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) \9\ 
thereunder.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 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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    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) \10\ of the Act to determine whether the proposed 
rule 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-NYSE-2021-72 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-NYSE-2021-72. 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-NYSE-2021-72 and should be submitted on 
or before January 12, 2022.

    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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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-27662 Filed 12-21-21; 8:45 am]
BILLING CODE 8011-01-P


