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Notice2022-04083

Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 1 To Replace References to Employees and Officers of Intercontinental Exchange Group, Inc.

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Published
February 28, 2022

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 87 Issue 39 (Monday, February 28, 2022)</title>
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[Federal Register Volume 87, Number 39 (Monday, February 28, 2022)]
[Notices]
[Pages 11106-11108]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-04083]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94297; File No. SR-NYSE-2022-09]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rule 1 To Replace References to Employees and Officers of 
Intercontinental Exchange Group, Inc.

February 22, 2022.
    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 February 14, 2022, 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 to amend Rule 1 (``The Exchange'') to replace 
references to employees and officers of Intercontinental Exchange 
Group, Inc., the Exchange's indirect parent

[[Page 11107]]

company, with references to employees and officers of the Exchange. The 
proposed rule change is available on the Exchange's website at 
<a href="http://www.nyse.com">www.nyse.com</a>, 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 Rule 1 (``The Exchange'') to replace 
references to employees and officers of Intercontinental Exchange 
Group, Inc. (``ICE''), the Exchange's indirect parent company, with 
references to employees and officers of the Exchange.
    Prior to 2013, NYSE Euronext was the ultimate parent company of the 
Exchange. At that time, Rule 1 referred to NYSE Euronext. In 2013, ICE 
(then called IntercontinentalExchange Group, Inc.) acquired NYSE 
Euronext and its subsidiaries, including the Exchange.\4\ In connection 
with the acquisition, references to NYSE Euronext in Rule 1 were 
replaced wholesale with references to ICE.\5\
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    \4\ See Securities Exchange Act Release No. 70210 (August 15, 
2013), 78 FR 51758 (August 21, 2013) (SR-NYSE-2013-42, SR-NYSEMKT-
2013-50, and SR-NYSEArca-2013-62) (order granting approval of 
proposed rule change relating to a corporate transaction in which 
NYSE Euronext will become a wholly-owned subsidiary of 
IntercontinentalExchange Group, Inc.). See also Securities Exchange 
Act Release No. 72158 (May 13, 2014), 79 FR 28784 (May 19, 2014) 
(SR-NYSE-2014-23) (notice of filing and immediate effectiveness of 
proposed rule change relating to name changes of its ultimate 
parent, IntercontinentalExchange Group, Inc., and its indirect 
parents, IntercontinentalExchange, Inc. and NYSE Euronext Holdings 
LLC).
    \5\ See Exhibit 5K to SR-NYSE-2013-42 (June 14, 2013), at 276-
278, available at <a href="https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-filings/filings/2013/NYSE-2013-42.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-filings/filings/2013/NYSE-2013-42.pdf</a>.
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    As a result of the changes, Rule 1 provides that, if the person 
named in a rule is not available, the chief executive officer (``CEO'') 
or chief regulatory officer (``CRO'') of the Exchange may designate one 
or more qualified employees of ICE to act in their place. Rule 1 goes 
on to state that, for purposes of a designation by the CEO, a qualified 
employee includes, among other things, any officer of ICE deemed by the 
CEO to possess the requisite knowledge and job qualifications.\6\
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    \6\ Rule 1.
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    In practice, designations under Rule 1 are limited to Exchange 
employees and officers. To more accurately reflect actual practice, the 
Exchange proposes to replace the references to employees and officers 
of ICE in Rule 1 with references to employees and officers of the 
Exchange, as follows:
    <bullet> In the first sentence of the third paragraph, 
``Intercontinental Exchange Group, Inc. (`ICE')'' would be replaced 
with ``the Exchange''; and
    <bullet> in clause (1) of the second sentence of the third 
paragraph, ``Exchange'' would be added before ``officer,'' and ``of 
ICE'' would be deleted.
    The proposed changes would not result in any practical changes 
regarding which individuals would be eligible to perform the functions 
specified in Rule 1 and would not require the Exchange to change which 
individuals may currently performing these functions.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\7\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\8\ 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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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would promote 
clarity and transparency in its rules. The Exchange believes that the 
change 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 the increased clarity and transparency that the 
change would introduce, thereby reducing potential confusion.
    The Exchange believes that the proposed rule change 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 it would remove any potential confusion among 
market participants that may result if the Exchange retained references 
to ICE employees and ICE officers in Rule 1, adding clarity and 
transparency to Exchange rules. Moreover, the proposed change to the 
first prong of the definition of ``qualified employee'' for purposes of 
designation by the CEO would make it consistent with the first prong of 
the definition of ``qualified employee'' for purposes of designation by 
the CRO, reducing any potential confusion among market participants.
    In practice, Exchange employees and officers, and not ICE employees 
and officers, are designated pursuant to Rule 1. The proposed changes 
would ensure that remained true, as under the changes only Exchange 
officers or Exchange employees could be qualified employees delegated 
authority by the CEO pursuant to Rule 1. For that reason, the Exchange 
believes that the proposed change 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.
    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act,\9\ the Exchange 
believes that the proposed rule change will not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The proposed change is not designed to address any 
competitive issue but rather serve to promote clarity and consistency, 
thereby reducing burdens on the marketplace and facilitating investor 
protection. The proposed changes would be administrative and would 
apply only to the Exchange, and therefore would not impose any 
unnecessary competitive burden on third parties.
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    \9\ 15 U.S.C. 78f(b)(8).
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    For the reasons described above, the Exchange believes that the 
proposed rule change reflects this competitive environment.

[[Page 11108]]

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 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) of the Act \10\ and Rule 19b-
4(f)(6) \11\ thereunder.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 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 will institute proceedings to 
determine whether the proposed rule change should be approved or 
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

    <bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5d2f283138703e3230303833292e1d2e383e733a322b"><span class="__cf_email__" data-cfemail="1765627b723a74787a7a727963645764727439707861">[email&#160;protected]</span></a>. Please include 
File Number SR-NYSE-2022-09 on the subject line.

Paper Comments

    <bullet> 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-2022-09. 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 website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>). 
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-2022-09 and should be submitted on 
or before March 21, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\

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    \12\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022-04083 Filed 2-25-22; 8:45 am]
BILLING CODE 8011-01-P


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