[Federal Register Volume 78, Number 191 (Wednesday, October 2, 2013)]
[Notices]
[Pages 60975-60976]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-24017]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70528; File No. SR-NYSEArca-2013-99]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending NYSE Arca 
Equities Rule 5.3(i)(1)(i)(H) To Change The Required Advance Notice 
Period For Submitting Certain Notices to the Exchange

September 26, 2013.
    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 September 23, 2013, NYSE Arca, Inc. (``NYSE Arca'' 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 Exchange. 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 NYSE Arca Equities Rule 
5.3(i)(1)(i)(H) to change the required advance notice period for 
submitting certain notices to the Exchange. The text of the proposed 
rule change is available on the Exchange's Web site 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend NYSE Arca Equities Rule 
5.3(i)(1)(i)(H) to change the required advance notice period for 
submitting certain notices to the Exchange.
    Under NYSE Arca Equities Rule 5.3(i)(1), each listed company is 
required to submit certain financial reports and related notices to the 
Exchange. Under paragraph (i)(H) of the rule, any notice with respect 
to the payment or non-payment of dividends should be provided to the 
Exchange at least 10 business days prior to the record date. The same 
notice requirement also applies to an issuance of rights to subscribe, 
a closing of stock transfer books, or the taking of a record of 
shareholders for any purposes. The Exchange proposes to amend this rule 
to change the required notice period from 10 business days to 10 
calendar days in advance of the record date. This modification will 
align the Exchange's notice period requirements with those of New York 
Stock Exchange LLC (``NYSE'') and NYSE MKT LLC (``NYSE MKT'' and, 
together with the NYSE and the Exchange, the ``NYSE Exchanges''), which 
are under common ownership with the Exchange.\3\ The Exchange believes 
that harmonizing its record date notification policies with those of 
the other NYSE Exchanges will reduce the possibility of confusion among 
listed issuers and their counsel. The NYSE Exchanges disseminate record 
date information broadly, including to market data vendors, the 
Depository Trust & Clearing Corporation (``DTCC'') and broker-dealers, 
so investors are able to readily access record date information for 
securities they hold. Record date information is automatically 
disseminated to market participants almost immediately after Exchange 
staff input the information in the Exchange's data management systems, 
so the proposed shortening of the record date notification requirement 
will not impede the ability of the Exchange to disseminate record date 
information on a timely basis. The Exchange recognizes that a 10 
calendar day period could include two weekends, so the maximum required 
notice could be effectively six business days, which is significantly 
shorter than the current 10 business day requirement. In addition, if 
that period includes an Exchange holiday, the effective maximum 
required notice could be five business days (or four business days when 
that period includes two holidays).
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    \3\ See NYSE Listed Company Manual Sections 204.12 (requiring 10 
days notice to the NYSE as to any dividend action or action relating 
to a stock distribution in respect of a listed security) and 204.21 
(requiring 10 days' notice to the NYSE of the fixing of a record 
date for any purpose) and NYSE MKT Company Guide Section 502. See 
also NYSE Listed Company Manual Section 703.03(C) for the NYSE's 
notice requirements with respect to rights offerings. While none of 
the aforementioned rules specify in their text whether the required 
notice must be 10 calendar or 10 business days in advance of the 
record date, both the NYSE and NYSE MKT have always interpreted 
those provisions as requiring 10 calendar days rather than 10 
business days advance notice. The NYSE is considering submitting a 
filing seeking to eliminate from Section 204.21 the notice 
requirements with respect to shareholder meeting record dates. 
However, Section 204.21 would continue to require 10 days' notice of 
the setting of the record date for any other purpose, including all 
of those purposes specified in NYSE Arca Equities Rule 5.3(i)(1).
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    However, the Exchange notes that the record date notification 
policies of the other NYSE Exchanges have been in place for many years 
and that it is clear from this lengthy experience that 10 calendar days 
notice of the setting of a record dates has been sufficient for the 
needs of investors and that this is also the case where the 10 calendar 
day period includes one or more holidays. Prior to the date on which 
the proposed rule change becomes operative, the Exchange will inform 
all of its equity permit holders by issuing a client notice announcing 
the rule change and the date on which it will become operative.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \4\ of the Securities Exchange Act of 1934 (the 
``Act''),\5\ in general, and furthers the objectives of Section 6(b)(5)

[[Page 60976]]

of the Act,\6\ in particular in that it is designed to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to, and 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 
the proposed amendment is consistent with Section 6(b)(5) of the Act in 
that it is consistent with the protection of the investors and the 
public interest and raises no novel regulatory issues, because it 
simply conforms the Exchange's policy with respect to record date 
notifications with the rules of the other NYSE Exchanges, thereby 
reducing the possibility of confusion while continuing to provide 
investors with adequate notice of record dates. The NYSE Exchanges 
disseminate record date information broadly, including to market data 
vendors, DTCC and broker-dealers, so investors are able to readily 
access record date information for securities they hold. Record date 
information is automatically disseminated to market participants almost 
immediately after Exchange staff input the information in the 
Exchange's data management systems, so the proposed shortening of the 
record date notification requirement will not impede the ability of the 
Exchange to disseminate record date information on a timely basis. The 
Exchange notes that the record date notification policies of the other 
exchanges have been in place for many years and that it is clear from 
this lengthy experience that 10 calendars days notice of the setting of 
a record dates has been sufficient for the needs of investors and that 
this is also the case where the 10 calendar day period includes one or 
more holidays.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78a.
    \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. The proposed rule change 
simply makes the Exchange's record date notification policies the same 
as those of the NYSE and NYSE MKT and therefore imposes no 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

    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, 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 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). In addition, Rule 19b-4(f)(6) 
requires the Exchange to give the Commission written notice of the 
Exchange's 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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    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) of the Act \9\ to determine whether the proposed 
rule change should be approved or disapproved.
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    \9\ 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-NYSEArca-2013-99 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-NYSEArca-2013-99. 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 
10:00 a.m. and 3:00 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-NYSEArca-2013-99 and should 
be submitted on or before October 23, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-24017 Filed 10-1-13; 8:45 am]
BILLING CODE 8011-01-P