[Federal Register Volume 88, Number 58 (Monday, March 27, 2023)]
[Notices]
[Pages 18196-18198]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-06192]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97173; File No. SR-NYSEAMER-2023-19]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Replace the 
Thirteenth Amended and Restated Operating Agreement

March 21, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on March 7, 2023, NYSE American LLC (``NYSE American'' or the 
``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 to replace the Thirteenth Amended and 
Restated Operating Agreement of the New York Stock Exchange LLC 
(``NYSE'') as a rule of the Exchange with the Fourteenth Amended and 
Restated Operating Agreement of the NYSE. 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 to replace the Thirteenth Amended and 
Restated Operating Agreement of the NYSE (the ``Thirteenth Operating 
Agreement'') as a rule of the Exchange with the Fourteenth Amended and 
Restated Operating Agreement of the NYSE (the ``Fourteenth NYSE 
Operating Agreement'').
    NYSE has a wholly-owned subsidiary, NYSE Market (DE), Inc. (``NYSE 
Market (DE), Inc.''), which owns a majority interest in NYSE Amex 
Options LLC (``NYSE Amex Options''), a facility of the Exchange. The 
Exchange and NYSE Market (DE) are the only members of NYSE Amex 
Options.\3\ Because of NYSE's ownership of NYSE Market (DE), the 
Exchange filed the Thirteenth Operating Agreement of the NYSE as a 
``rule of the Exchange'' under Section 3(a)(27) of the Exchange Act.\4\
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    \3\ See Exchange Act Release No. 75301 (June 25, 2015), 80 FR 
37695 (July 1, 2015) (SR-NYSEMKT-2015-44) (notice of filing and 
immediate effectiveness of proposed rule change amending the 
members' schedule of the Amended and Restated Limited Liability 
Company Agreement of NYSE Amex Options LLC).
    \4\ See 15 U.S.C. 78c(a)(27); Securities Exchange Act Release 
No. 87993 (January 16, 2020), 85 FR 4050 (January 23, 2020) (SR-
NYSEAMER-2020-04) (Notice of Filing and Immediate Effectiveness of 
Proposed Change To Add to the Rules of the Exchange the Thirteenth 
Amended and Restated Operating Agreement of the New York Stock 
Exchange LLC); see also Securities Exchange Act Release Nos. 82923 
(March 22, 2018), 83 FR 13161 (March 27, 2018) (SR-NYSEAmer-2018-
10); 79232 (November 3, 2016), 81 FR 78873 (November 9, 2016) (SR-
NYSEMKT2016-96); and 75984 (September 25, 2015), 80 FR 59213 October 
1, 2015) (SR-NYSEMKT2015-71) (adding previous NYSE operating 
agreements as rules of the Exchange).
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    On February 23, 2023, the NYSE amended the Thirteenth NYSE 
Operating Agreement to provide that the board of directors of its 
ultimate parent, Intercontinental Exchange, Inc. (``ICE,'' and its 
board of directors, the ``ICE Board'') or the compensation committee of 
the ICE Board may fix the compensation of the board of directors of the 
NYSE, and (b) make certain clarifying, technical and conforming 
changes.\5\ Such rule change will become

[[Page 18197]]

operative 30 days from the date on which it was filed, or such shorter 
time as the Commission may designate.\6\
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    \5\ See SR-NYSE-2023-13 (February 23, 2023).
    \6\ Id., at 10.
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    Consistent with that change, the Exchange is filing to remove the 
obsolete Thirteenth NYSE Operating Agreement as a ``rule of the 
exchange'' under Section 3(a)(27) of the Act, and replace it with the 
Fourteenth NYSE Operating Agreement as a ``rule of the exchange'' under 
Section 3(a)(27) of the Act.\7\ The Exchange proposes that the rule 
change become operative on the date that the rule change amending the 
Thirteenth NYSE Operating Agreement becomes operative.
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    \7\ 15 U.S.C. 78c(a)(27).
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    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange, its 
facility NYSE Amex Options, or NYSE Amex Options' direct and indirect 
parent entities.
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)(1) \9\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
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    The Exchange believes that the proposed rule change would 
contribute to the orderly operation of the Exchange and would enable 
the Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members because, by removing the obsolete 
Thirteenth NYSE Operating Agreement and making the Fourteenth NYSE 
Operating Agreement a rule of the Exchange, the Exchange would be 
ensuring that its rules remain consistent with the NYSE operating 
agreement in effect.
    The Exchange notes that, as with the Thirteenth NYSE Operating 
Agreement, it would be required to file any changes to the Fourteenth 
NYSE Operating Agreement with the Commission as a proposed rule 
change.\10\ In addition, the Exchange believes that the proposed 
changes are consistent with and will facilitate an ownership structure 
of the Exchange's facility NYSE Amex Options that will provide the 
Commission with appropriate oversight tools to ensure that the 
Commission will have the ability to enforce the Exchange Act with 
respect to NYSE Amex Options and its direct and indirect parent 
entities.
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    \10\ The Exchange notes that any amendment to the Fourteenth 
NYSE Operating Agreement would require that NYSE file a proposed 
rule change with the Commission.
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    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Exchange Act \11\ 
because the proposed rule change would be consistent with and 
facilitate a governance and regulatory structure 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 
removing the Thirteenth NYSE Operating Agreement from its rules and 
adding the Fourteenth NYSE Operating Agreement would remove impediments 
to the operation of the Exchange by ensuring that its rules remain 
consistent with the NYSE operating agreement in effect. The Exchange 
notes that, as with the Thirteenth NYSE Operating Agreement, no 
amendment to the Fourteenth NYSE Operating Agreement could be made 
without the Exchange filing a proposed rule change with the Commission. 
For the same reasons, the proposed rule change is also designed to 
protect investors as well as the public interest.
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    \11\ 15 U.S.C. 78f(b)(5).
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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 designed to address any competitive issue but rather is 
concerned solely with ensuring that the Commission will have the 
ability to enforce the Exchange Act with respect to NYSE Amex Options 
and its direct and indirect parent entities.

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 [sic.]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(3) \13\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(3).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may 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) \14\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \14\ 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-NYSEAMER-2023-19 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-NYSEAMER-2023-19. 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

[[Page 18198]]

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-NYSEAMER-2023-19 and 
should be submitted on or before April 17, 2023.
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    \15\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-06192 Filed 3-24-23; 8:45 am]
BILLING CODE 8011-01-P


