Notice2022-17750
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Delete Current Rule 7.39E
Primary source
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Published
August 18, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 159 (Thursday, August 18, 2022)</title>
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[Federal Register Volume 87, Number 159 (Thursday, August 18, 2022)]
[Notices]
[Pages 50894-50896]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-17750]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95499; File No. SR-NYSEAMER-2022-35]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Delete
Current Rule 7.39E
August 12, 2022.
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 August 5, 2022, NYSE American LLC (``NYSE American'' 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\ 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 delete current Rule 7.39E governing Off-
Hours Trading. 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 delete current Rule 7.39E governing Off-Hours
Trading.
In 2017, in connection with the transition to the Pillar trading
platform, the Exchange adopted Rule 7.39E in order to maintain certain
functionality in its Off-Hours Trading Facility.\3\ Currently, the
Exchange offers an Off-Hours Trading Facility pursuant to Rule 7.39E
that only accepts aggregate-price coupled orders.
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\3\ See Securities Exchange Act Release No. 80590 (May 4, 2017),
82 FR 21843, 21847 (May 10, 2017) (SR-NYSEMKT-2017-01) (Order
Granting Accelerated Approval of Proposed Rule Change, as Modified
by Amendment No. 1, To Adopt New Equity Trading Rules To Transition
Trading on the Exchange From a Floor-Based Market With a Parity
Allocation Model to a Fully Automated Market With a Price-Time
Priority Model on the Exchange's New Trading Technology Platform,
Pillar). Prior to that time, Rules 900--Equities through 907--
Equities governed off-hours trading activity on the Exchange. Rules
900--Equities through 907--Equities were designated as inapplicable
to trading on the Pillar trading platform and later deleted. See
Securities Exchange Act Release No. 82212 (December 4, 2017), 82 FR
58036 (December 8, 2017) (SR-NYSEAMER-2017-34) (Notice of Filing and
Immediate Effectiveness of Proposed Rule Change To Amend Exchange
Rules To Delete Obsolete Cash Equities Rules That Are Not Applicable
to Trading on the Pillar Trading Platform and To Delete Other
Obsolete Rules).
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NYSE American recently determined to cease offering an after-hours
crossing session and decommission the Off-Hours Trading Facility. In
connection with the decommissioning of the Off-Hours Trading Facility,
the Exchange proposes to delete Rule 7.39E in its entirety. The
Exchange notes that its affiliate New York Stock Exchange LLC
(``NYSE'') has filed to adopt a new Rule 7.39 governing its off-hours
trading facility based on Rule 7.39E that would permit NYSE member
organizations to enter aggregate-price coupled orders for securities,
including UTP securities, listed and traded on NYSE.\4\
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\4\ See SR-NYSE-2022-37. The NYSE's proposed rule filing would
permit NYSE member organizations to enter aggregate-price coupled
orders, defined as orders to buy or sell a group of securities that
have a total market value of $1 million or more and that are
comprised of 15 or more securities listed or traded on the NYSE,
which would include UTP securities.
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The Exchange will announce the implementation date by Trader
Update. The Exchange anticipates that the proposed change will be
implemented on September 1, 2022.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\5\ in general, and furthers the objectives of Section 6(b)(5),\6\
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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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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Specifically, the Exchange believes that deleting Rule 7.39E
concomitantly with the decommissioning of the Off-Hours Trading
Facility would foster cooperation and coordination with persons engaged
in facilitating transactions in securities and would remove impediments
to and perfect the mechanism of a free and open market and a national
market system by deleting obsolete rules, thereby adding clarity,
transparency and consistency to the Exchange's rulebook. By making the
proposed change, the Exchange would ensure that its rules are
consistent with
[[Page 50895]]
the existing functionality offered by the Exchange, thereby promoting
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 further 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 rules governing its Off-Hours Trading Facility after the
Exchange decommissioned it.
For these reasons, the Exchange believes that the proposal is
consistent with the Act.
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. Specifically, the Exchange
believes that decommissioning its Off-Hours Trading Facility would not
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Pursuant to the NYSE's
recent filing to adopt a new rule based on NYSE American Rule 7.39E,
all ETP Holders that are also NYSE member organizations would be able
to utilize the NYSE's off-hours trading facility to enter aggregate-
price coupled orders for securities, including UTP securities, listed
and traded on the NYSE.\7\ The Exchange further believes that the
proposed rule change would not impose any burden on competition that is
not necessary or appropriate because the proposed change is designed to
promote clarity and consistency, thereby reducing burdens on the
marketplace and facilitating investor protection.
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\7\ See SR-NYSE-2022-37.
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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 Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\
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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-
4(f)(6)(iii) thereunder.\11\
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
\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, along
with a brief description and text of 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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A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\13\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative on September 1, 2022.
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\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission believes that waiver of the operative delay is
consistent with the protection of investors and the public interest
because the Exchange plans to decommission the Off-Hours Trading
Facility as of September 1, 2022. Accordingly, the Commission hereby
waives the 30-day operative delay and designates the proposal operative
on September 1, 2022.\14\
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\14\ For purposes only of accelerating the operative date of
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. 15 U.S.C.
78c(f).
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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) \15\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\15\ 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
<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#82f0f7eee7afe1edefefe7ecf6f1c2f1e7e1ace5edf4"><span class="__cf_email__" data-cfemail="cfbdbaa3aae2aca0a2a2aaa1bbbc8fbcaaace1a8a0b9">[email protected]</span></a>. Please include
File Number SR-NYSEAMER-2022-35 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-NYSEAMER-2022-35. 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
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to make available publicly. All submissions should refer to File Number
SR-NYSEAMER-2022-35 and should be submitted on or before September 8,
2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17750 Filed 8-17-22; 8:45 am]
BILLING CODE 8011-01-P
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