[Federal Register Volume 76, Number 251 (Friday, December 30, 2011)]
[Notices]
[Pages 82339-82340]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-33585]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66047; File No. SR-NYSE-2011-64]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Rule 103B, Which Governs the Allocation of Securities to DMMs

 December 23, 2011.
    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 December 15, 2011, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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 amend Rule 103B, which governs the 
allocation of securities to DMMs. The text of the proposed rule change 
is available at the Exchange, the Commission's Public Reference Room, 
and www.nyse.com.

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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rule 103B, which governs the 
allocation of securities to DMMs. Specifically, as described in more 
detail below, the Exchange proposes to extend the effective period of 
an allocation decision from six to twelve months, to permit an issuer 
to submit a written letter to an Exchange Selection Panel (``ESP'') 
expressing a preference for a DMM if the issuer has delegated authority 
to the Exchange to select the DMM unit, align the quiet period rule, 
and to make other conforming changes.
    First, the Exchange proposes to amend Rule 103(VI)(H), the 
Allocation Sunset Policy, to extend the effective period of an 
allocation decision from six to twelve months. The Exchange believes 
that extending the time period that allocation decisions remain 
effective is necessary because in some instances it is taking initial 
public offerings (``IPOs'') longer than six months to occur after the 
allocation process. Extending the effective period to twelve months 
will eliminate the need for a new IPO listing to repeat the allocation 
process if the six-month effective period has lapsed and thereby 
contribute to efficiency in the allocation process.
    Second, in those instances in which an issuer has delegated 
authority to the Exchange to select the DMM unit for the issuer under 
Rule 103B(III)(B), the Exchange proposes to permit the ESP to consider, 
as part of the selection process, written submissions from the issuer 
that express the issuer's preference.\3\ The written submission from 
the issuer would be non-binding on the ESP. The Exchange previously 
allowed a listing company to supply a letter to an allocation 
committee, but eliminated this part of the rule when the Exchange 
streamlined the allocation process.\4\ The Exchange believes that 
allowing the issuer to provide a non-binding, written submission would 
better inform the ESP during the allocation process.
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    \3\ Under Rule 103B(III), an issuer may either select its DMM 
unit directly or delegate authority to the Exchange to select its 
DMM unit.
    \4\ See Securities Exchange Act Release No. 58857 (October 24, 
2008), 73 FR 65435 (November 3, 2008) (SR-NYSE-2008-52).
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    Third, the Exchange also proposes to align the quiet period rule 
text so that the quiet period is triggered at the appropriate point, 
whether the issuer selects the DMM unit itself or delegates authority 
to the Exchange to select the DMM unit. Currently, Rule 103B(III)(A)(2) 
provides that, if the issuer selects the DMM unit, no DMM unit, or any 
individuals acting on its behalf, may have any contact with any listing 
company once the Exchange provides written notice to DMM units that the 
listing company is listing on the Exchange. Rule 103B(III)(B)(1) 
provides that if the DMM unit is selected by the Exchange, then 
individuals associated with the DMM units may not communicate about the 
DMM unit selection process with members of the ESP from the time the 
issuer delegates the assignment responsibility to the Exchange until 
the ESP announces its assignment decision, but doesn't address 
communication with the issuer. To make the quiet periods more 
consistent regardless of the issuer's election, the Exchange proposes 
to amend Rule 103B(III) to provide that after the Exchange provides 
written notice to DMM units that the issuer is listing on the Exchange, 
no individual associated with a DMM unit may contact the issuer, or the 
ESP if applicable, until the allocation is made, except as otherwise 
provided in the Rule (e.g., as permitted during the interview). The 
Exchange further proposes to add that, consistent with the manner by 
which the issuer selects a DMM unit, the ESP may also interview 
individuals associated with the DMM unit. The Exchange proposes a 
conforming change to delete the current quiet period text in Rule 
103B(III)(A)(2) and Rule 103B(III)(B)(1).
    Finally, the Exchange proposes to amend Rule 103B(III)(B)(1). 
Currently, the Rule provides that an ESP consist of: (a) at least one 
member of the Exchange's Senior Management, as designated by the Chief 
Executive Officer of the Exchange or his or her designee; (b) any 
combination of two Exchange Senior Management or Exchange Floor 
Operations Staff, to be designated by the Executive Vice-President of 
Exchange Floor Operations or his/her designee; and (c) any combination 
of three non-DMM

[[Page 82340]]

Executive Floor Governors or non-DMM Floor Governors for a total of six 
members. The Exchange proposes to eliminate the reference to including 
non-DMM Executive Floor Governors in order to streamline the Rule. 
Executive Floor Governors are considered a subset of Floor Governors, 
and therefore both references are not necessary in the Rule.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Securities Exchange Act of 1934 (the ``Act''),\5\ in general, and 
furthers the objectives of Section 6(b)(5),\6\ 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, and to remove impediments to and perfect 
the mechanism of a free and open market and a national market system. 
Specifically, the Exchange believes that extending the sunset period 
from six to 12 months will foster cooperation and coordination with 
person engaged in facilitating securities transactions and will remove 
impediments to a free and open market because it recognizes that all 
IPOs may not be brought to market in a six month period and avoids 
repeating administrative steps in the listing process, thereby 
promoting efficient use of the Exchange's resources. The proposed rule 
change also supports just and equitable principles of trade by 
providing issuers with a greater opportunity for input in the 
allocation process. In addition, aligning the quiet periods under the 
Rule will promote consistency, fairness, and objectivity in the 
allocation process. Finally, the Exchange believes that the change to 
the rule text concerning the composition of the ESP is technical in 
nature and simply removes a redundancy.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 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 Act.

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 \7\ and Rule 19b-4(f)(6) thereunder.\8\ 
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 the proposed rule change 
has become effective pursuant to Section 19(b)(3)(A) of the Act and 
Rule 19b-4(f)(6)(iii) thereunder.
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6).
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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.

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-2011-64 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2011-64. 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 
a.m. and 3 p.m. Copies of such 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 publicly available. All 
submissions should refer to File Number SR-NYSE-2011-64 and should be 
submitted on or before January 20, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-33585 Filed 12-29-11; 8:45 am]
BILLING CODE 8011-01-P