[Federal Register Volume 80, Number 15 (Friday, January 23, 2015)]
[Notices]
[Pages 3685-3687]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-01069]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74083; File No. SR-NYSEMKT-2015-01]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Amending Sections 140 
and 141 of The NYSE MKT Company Guide To Adopt A New Flat Annual Fee of 
$5,000 for Listed Warrants

January 16, 2015.
    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 January 2, 2015, NYSE MKT LLC (the ``Exchange'' or 
``NYSE MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III 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\ 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 Sections 140 and 141 of the NYSE MKT 
Company Guide (the ``Company Guide'') to adopt a new flat annual fee of 
$5,000 for listed warrants with effect from January 1, 2015. The 
Exchange also proposes to amend Section 140 of the Company Guide to 
make clear that the initial fee waiver for securities transferring from 
another national securities exchange or dual listing on the Exchange 
are applicable to all categories of securities. 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 Sections 140 and 141 of the Company 
Guide to adopt a new flat annual fee of $5,000 for listed warrants with 
effect from January 1, 2015. The Exchange also proposes to amend 
Section 140 of the Company Guide to make clear that the initial fee 
waiver for securities transferring from another national securities 
exchange or dual listing on the Exchange are applicable to all 
categories of securities.
    Currently, Section 140 of the Company Guide provides that listed 
warrants are subject to the same initial and annual fees as common 
stock. The Exchange proposes to eliminate the reference to the annual 
fees for warrants in Section 140 and to add a new subparagraph of 
Section 141 which will establish a flat annual fee for warrants of 
$5,000 with effect from January 1, 2015. The Exchange notes that 
Section 105 of the Company Guide, which establishes initial listing 
standards for warrants, provides that warrants qualify for listing only 
if the common stock for which the warrants are exercisable are listed 
on the Exchange or another national securities exchange. Currently, the 
common stock into which all warrants listed on the Exchange are 
exercisable is listed either on the Exchange itself or on the NYSE and 
(while Section 105 would permit the listing of warrants exercisable for 
common stock listed on any national securities exchange, including 
those unaffiliated to NYSE MKT) the Exchange anticipates this will 
generally remain the case going forward. NYSE Regulation is responsible 
for all oversight of the compliance with applicable listing rules by 
issuers and securities listed on both the Exchange and the NYSE. Almost 
all regulatory obligations imposed upon listed issuers in connection 
with a warrant listing, including with respect director independence, 
also arise in connection with the issuer's common stock listing. 
Accordingly, because NYSE Regulation is already conducting almost all 
of the regulatory oversight necessary in connection with a warrant 
listing because the issuers listing warrants on the Exchange also have 
their common stock listed on the Exchange or the NYSE, the incremental 
resources

[[Page 3686]]

devoted to the regulation of the listed warrants are very limited and 
the Exchange therefore believes it is reasonable to charge only a 
modest fixed annual fee for the listing of warrants.
    Section 140 of the Company Guide provides a waiver of the initial 
listing fees to companies transferring their securities from another 
national securities exchange or dual listing their securities on the 
Exchange that remain listed on another national securities exchange. 
The Exchange has always interpreted this waiver as applying to all 
categories of securities listed on the Exchange and not just to common 
stocks or common stock equivalents. The Exchange proposes to amend the 
language of the rule to make this consistent interpretation more 
transparent.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\4\ in general, and furthers the 
objectives of Sections 6(b)(4) \5\ of the Act, in particular, in that 
it is designed to provide for the equitable allocation of reasonable 
dues, fees, and other charges among its members and issuers and other 
persons using its facilities. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) \6\ of the Act 
in that it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(4).
    \6\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that amending Section 141 of the Company 
Guide to provide a modest flat annual fee for listed warrants is 
reasonable because the resulting fees would better reflect the 
Exchange's costs related to such listing. In this regard, the Exchange 
notes that all issuers currently listing warrants on the Exchange also 
list their common stock on the Exchange itself or on the NYSE. The 
Exchange further notes that the majority of costs associated with 
providing services to these issuers as well as the Exchange's 
regulatory burden arise as a result of their common stock listing and 
there is only a minimal incremental cost as a result of their warrant 
listings. Accordingly, the Exchange believes it is appropriate to 
charge a modest flat fee for warrant listings. The Exchange further 
believes that the proposed annual fees are equitably allocated because 
all issuers will be subject to the same $5,000. The amendment to 
Section 140 to clarify the treatment for initial listing fee purposes 
of warrants transferred from another national securities exchange or 
dual listed on the Exchange simply makes the existing interpretation of 
the rule more transparent and does not affect in any way the amount of 
fees collected.

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 is 
designed to ensure that the fees charged by the Exchange accurately 
reflect the services provided and benefits realized by listed 
companies. The proposed fee increases will apply to all issuers listed 
on the Exchange, therefore they will be equitably allocated amongst all 
issuers and will not be unfairly discriminatory towards an individual 
issuer or class of issuers. Further, because issuers have the option to 
list their securities on a different national securities exchange, the 
Exchange does not believe that the proposed fee changes impose a 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 foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \7\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \8\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(2).
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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) \9\ of the Act 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-NYSEMKT-2015-01 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-NYSEMKT-2015-01. 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 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; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEMKT-2015-01 and should 
be submitted on or before February 13, 2015.


[[Page 3687]]


    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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Brent J. Fields,
Secretary.
[FR Doc. 2015-01069 Filed 1-22-15; 8:45 am]
BILLING CODE 8011-01-P