[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79365-79368]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31920]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76649; File No. SR-NYSE-2015-60]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rule 13 To Eliminate Good til Cancelled (``GTC'') Orders and Stop 
Orders, and Make Conforming Changes to Rules 49, 61, 70, 104, 109, 
115A, 116, 118, 123, 123A, 123C, 123D, 1000, 1004 and 6140

December 15, 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 December 4, 2015, 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 (1) amend Rule 13 to eliminate Good til 
Cancelled (``GTC'') Orders and Stop Orders, and (2) make conforming 
changes to Rules 49, 61, 70, 104, 109, 115A, 116, 118, 123, 123A, 123C, 
123D, 1000, 1004 and 6140. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rule 13 to eliminate GTC Orders 
(which are also defined as ``Open'' Orders) and Stop Orders, and make 
conforming changes to Rules 49, 61, 70, 104, 109, 115A, 116, 118, 123, 
123A, 123C, 123D, 1000, 1004, and 6140. The Exchange proposes to 
eliminate these order types in order to streamline its rules and reduce 
complexity among its order type offerings.\4\
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    \4\ See, e.g., Mary Jo White, Chair, Securities and Exchange 
Commission, Speech at the Sandler O'Neill & Partners, L.P. Global 
Exchange and Brokerage Conference (June 5, 2014) (available at 
www.sec.gov/News/Speech/Detail/Speech/1370542004312#.U5HI-fmwJiw).

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[[Page 79366]]

    Because of the technology changes associated with the proposed rule 
change, the Exchange proposes to announce the implementation date of 
the elimination of the order types via Trader Update.
Elimination of GTC Orders and Stop Orders (Rule 13)
    The Exchange proposes to eliminate, and thus delete from its rules, 
the GTC Order defined in Rule 13(b)(2). A GTC Order is a limit order 
that remains in effect until it is either executed or cancelled.\5\ To 
reflect this elimination, the Exchange proposes to delete all 
references to GTC or Open Orders and any related modifiers in Rule 13 
as follows:
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    \5\ GTC orders are not eligible to be executed in any Off-Hours 
Trading Facility and may not be transmitted to Floor broker hand-
held devices or Floor broker systems. See Rule 13(b)(2).
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     Delete Rule 13(b)(2), which defines the GTC Order;
     delete Rule 13(d)(1)(B)(iv), which provides that interest 
designated as GTC may not be designated as a Mid-Point Passive 
Liquidity (``MPL'') Order; \6\
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    \6\ A MPL Order is an undisplayed limit order that automatically 
executes at the mid-point of the protected best bid or offer. See 
Rule 13(d)(1)(A). The Exchange also proposes to re-number Rule 
13(d)(1)(B)(v) & (vi) to reflect the deletion of subsection (iv).
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     delete Rules 13(f)(1) and (2), which describes the Do Not 
Reduce (``DNR'') and Do Not Increase (``DNI'') modifiers, which are 
modifiers that are used only in connection with GTC Orders. In addition 
to being used for GTC Orders, these modifiers are also used for Stop 
Orders, which the Exchange is also proposing to eliminate; \7\ and
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    \7\ In connection with the deletion of Rule 13(f)(1) & (2), the 
Exchange proposes to renumber the Rule as follows: Rule 13(f)(3) 
(Pegging Interest) would become Rule 13(f)(1); Rule 13(f)(4) (Retail 
Modifier) would become Rule 13(f)(2); Rule 13(f)(5) (Self-Trade 
Prevention Modifier) would become Rule 13(f)(3); and Rule 13(f)(6) 
(Sell ``Plus''--Buy ``Minus'' Instruction) would become Rule 
13(f)(4). As discussed below, the Exchange proposes to delete Rule 
13(f)(7) which defines Stop Orders.
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     amend Rule 13(f)(5)(B), which provides that the Exchange 
shall reject GTC Orders with an Self-Trade Prevention (``STP'') 
Modifier.
    Second, the Exchange proposes to eliminate Stop Orders. A Stop 
Order is an order to buy or sell a stock at the market once the price 
of the stock reaches a specified price known as the ``stop price.'' 
Specifically, a Stop Order to buy becomes a market order when a 
transaction in the security occurs at or above the stop price after the 
order is received into Exchange systems or is manually represented by a 
Floor broker. A Stop Order to sell becomes a market order when a 
transaction in the security occurs at or below the stop price after the 
order is received into Exchange systems or manually represented by a 
Floor broker.\8\ To effectuate this elimination, the Exchange proposes 
to amend Rule 13 as follows:
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    \8\ See Rule 13(a)(7)(A) & (B). [sic] Elected Stop Orders also 
become Market Orders and are eligible for automatic execution in 
accordance with Rules 116.40, 123C and 1000-1004. Stop Orders that 
would be elected by the price of the opening transaction on the 
Exchange are included in the opening transaction as Market Orders. 
See id. at (C). Odd-lot size transactions are not considered 
transactions eligible to elect Stop Orders on the Exchange. See id. 
at (D).
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     Delete Rule 13(e)(7) [sic], which defines a Stop Order;
     delete Rule 13(f)(1) and (2), which describes the DNR and 
DNI modifiers as noted above;
     amend Rule 13(f)(5), which provides that the STP modifier 
is available for Stop Orders; and
     delete Supplementary Material .30, which governs the 
election of Stop Orders for certain enumerated securities.\9\
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    \9\ The securities identified in Supplementary Material .30 are: 
Investment Company Units (as defined in section 703.16 of the 
Exchange's Listed Company Manual); Trust Issued Receipts (as defined 
in Rule 1200); streetTRACKS[supreg] Gold Shares (as defined in Rule 
1300 et seq.); Currency Trust Shares (as defined in Rule 1300A et 
seq.); Commodity Trust Shares (as defined in Rule 1300B et seq.); 
and any security governed by Rule series 1100, 1200, 1300, 1300A or 
1300B.
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Conforming Amendments
    The Exchange proposes certain conforming amendments to Rules 49, 
61, 70, 104, 109, 115A, 116, 118, 123, 123A, 123C, 123D, 1000, 1004, 
and 6140 to reflect the elimination of GTC Orders and Stop Orders as 
described above as follows:
     The Exchange proposes to amend Rule 49 (Emergency Powers), 
which addresses the Exchange's emergency powers, to delete subsection 
(b)(1)(B), which permits the Exchange to accept cancellations of GTC 
orders during an emergency condition.
     The Exchange proposes to amend Rule 61 (Recognized 
Quotations), which governs bids and offers in securities. Under Rule 
61(a)(ii), transactions in part of a round lot are published to the 
Consolidated Tape and may elect Stop Orders. The Exchange proposes to 
eliminate the reference to electing Stop Orders.
     The Exchange proposes to amend Rule 70 (Execution of Floor 
Broker Interest), governing execution of Floor broker interest known as 
e-Quotes. Under Rule 70(a)(1), e-Quotes cannot include, among others, 
unelected Stop Orders or a GTC, DNR and DNI modifier. The Exchange 
proposes to delete these references.
     The Exchange proposes to amend 104 (Dealings and 
Responsibilities of DMMs), which prohibits DMM units from entering, 
among others, GTC Modifiers, DNR Modifiers, DNI Modifiers, and Stop 
Orders. The Exchange proposes to delete these references to GTC, DNR 
and DNI modifiers and Stop Orders in subsection (b)(vi).
     Rule 109 (Limitation on ``Stopping'' Stock) was rescinded 
in 1983. The Exchange proposes to delete the heading and replace it 
with ``Reserved.'' The Exchange also proposes to delete ``See Rule 
112.10 for ``Interpretations and Instructions'' as no longer necessary.
     The Exchange proposes to amend Rule 115A (``Orders at 
Opening''), which governs orders at the opening, to remove subsection 
(a), which prohibits DMMs, trading assistants and anyone acting on 
their behalf from using the Exchange Display Book system in a manner 
designed to discover inappropriately information about unelected stop 
orders when arranging the open or to otherwise attempt to obtain 
information regarding unelected stop orders and to renumber the rule 
accordingly.
     The Exchange proposes to delete Supplementary Material 
.40(A) and .50 of Rule 116 (`` `Stop' Constitutes Guarantee''), which 
provides that an agreement by a member to ``stop'' stock at a specified 
price constitutes a guarantee of a purchase or sale by the member of 
the security at that price. Supplementary Material .40(A) provides that 
Stop Orders elected based on the closing price are automatically and 
systemically converted to market orders and included in the total 
number of market-at-the-close orders executed at the close. 
Supplementary Material .50, similar to Rule 104(b)(vi), prohibits DMMs, 
trading assistants and anyone acting on their behalf from using the 
Display Book system in a manner designed to discover inappropriately 
information about unelected stop orders when arranging the close or to 
otherwise attempt to obtain information regarding unelected stop 
orders.
     The Exchange proposes to delete Rule 118 (Orders To Be 
Reduced and Increased on Ex-Date), which governs the adjustment of GTC 
buy orders \10\ and open Stop Orders, i.e., GTC Stop Orders, to sell 
when a security is quoted ex-

[[Page 79367]]

dividend, ex-distribution, ex-rights or ex-interest.
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    \10\ Rule 118 uses the term ``Open buying orders.'' An Open 
Order is another term for a GTC Order. See Rule 13(a)(2). Since Rule 
118 applies only to GTC Orders and Stop Orders, the Exchange 
proposes to delete the rule in its entirety.
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     The Exchange proposes to amend Rule 123 (Record of 
Orders), which imposes certain recordkeeping and order entry 
requirements, to eliminate the reference to Stop Orders in subsection 
(e)(iii)(7) and stop price in paragraph (e)(iii)(8) of Rule 123. The 
Exchange also proposes to delete outdated references to auction market 
and auction limit orders in Rule 123(e)(iii)(7), which the Exchange 
either eliminated or did not implement.\11\
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    \11\ See Securities Exchange Act Release No. 67686 (August 17, 
2012), 77 FR 51596 (August 24, 2012) (SR-NYSE-2012-19) (deleting the 
auction market order). Auction limit orders do not appear to have 
been implemented.
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     The Exchange proposes to amend Supplementary Material .20 
of Rule 123A (Miscellaneous Requirements), which governs changes in day 
orders, to remove the final clause of the first paragraph requiring 
members to request that customers and correspondents file GTC Orders 
wherever possible rather than repeating the same order each morning. 
The Exchange also proposes to delete the second paragraph of 
Supplementary Material .20 in its entirety, which provides that a Day 
Order changed to an Open Order is considered a new order and must be 
added to the Exchange's Book after other orders previously received at 
the same price. As noted above, an Open Order is another term for a GTC 
Order.\12\ Finally, the Exchange proposes to rename Supplementary 
Material .20 ``Day Orders'' by deleting the preceding words ``Changes 
In''.
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    \12\ See note 10, supra.
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     The Exchange proposes to amend Rule 123C (The Closing 
Procedures), which specifies the procedures to be followed at the close 
of trading on the Exchange, to delete references to Stop Orders in 
paragraphs 6(a)(i)(C) and 6(a)(i)(D)(ii) of Rule 123C. The Exchange 
also proposes to delete paragraph 8(a)(iv) of Rule 123C, which 
describes election of Stop Orders as part of the Closing Print.
     The Exchange proposes to amend Rule 123D (Openings and 
Halts in Trading), which specifies that Exchange systems may open one 
or more securities electronically if a DMM cannot facilitate the 
opening of trading as required by Exchange rules. First, the Exchange 
proposes to replace the references to Rule 115A(b) with references to 
Rule 115A(a). Second, the Exchange proposes to delete subsection 
(a)(3)(C)(ii), which provides that Stop Orders elected based on the 
opening price would trade second in time priority when interest that is 
otherwise guaranteed to participate in an opening trade would cause an 
opening price to be outside the Opening Price Range (as defined 
therein). Third, to reflect the deletion of subsection (a)(3)(C)(ii) 
and the removal of Stop Orders from second in time priority, the 
Exchange proposes to re-number subsections (a)(3)(C)(iii) through (v) 
and re-order priority for Limit Orders (current subsection 
(a)(3)(C)(iii)) from third to second, for G-quotes (current subsection 
(a)(3)(C)(iv)) from fourth to third, and for all other limit interest 
priced equal to the open (current subsection (a)(3)(v)) from fifth to 
fourth.
     The Exchange proposes to amend Rule 1000 (Automatic 
Executions), which provides for automatic executions by Exchange 
systems. Rule 1000(c) provides that incoming market orders, including 
an elected stop order, or marketable limit order to buy (sell) will not 
execute or route to another market center at a price above (below) the 
Trading Collar applicable when automatic executions are in effect and 
calculated pursuant to Rule 1000(c)(i). The Exchange proposes to delete 
the reference to elected stop order in paragraph (c) of Rule 1000.
     The Exchange proposes to amend Rule 1004 (Election of Buy 
Minus, Sell Plus and Stop Orders), which provides that automatic 
executions of transactions reported to the Consolidated Tape shall 
elect, among others, stop orders electable at the price of such 
executions and that any stop order so elected shall be automatically 
executed as market orders pursuant to Exchange rules. The Exchange 
proposes to delete the references to Stop Orders, including in the 
heading.
    Finally, the Exchange proposes to amend Rule 6140 (Other Trading 
Practices), which governs a number of prohibited trading practices. 
First, the Exchange proposes to delete Rule 6140(h)(1), which provides 
that a member or member organization may, but is not obligated to, 
accept a stop order in designated securities, and defines buy stop 
orders (Rule 6140(h)(1)(A)) and sell stop orders (Rule 6140(h)(1)(B)). 
Second, the Exchange proposes to delete Rule 6140(h)(2), which provides 
that a member or member organization may, but is not obligated to, 
accept stop limit orders in designated securities and that when a 
transaction occurs at a stop price, the stop limit order to buy or sell 
becomes a limit order at the limit price. Current subsection (i) of 
Rule 6140 would become new subsection (h).
2. Statutory Basis
    The proposed rule change is consistent with section 6(b) \13\ of 
the Act, in general, and furthers the objectives of section 
6(b)(5),\14\ 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.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes that eliminating GTC Orders and 
Stop Orders removes impediments to and perfects a national market 
system by simplifying functionality and complexity of its order types. 
The Exchange believes that eliminating these order types 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 
removal of complex functionality. Because Stop Orders, when elected, 
can exacerbate market volatility and result in executions in declining 
markets at prices significantly different than the quoted price, the 
Exchange believes that eliminating them would reduce the potential for 
orders on the Exchange to cause significant price dislocation. The 
Exchange also believes that eliminating GTC Orders would benefit 
investors because it shifts the responsibility to monitor best 
execution obligations on behalf of a customer to the member 
organization entering the order, rather than leaving a GTC order at the 
Exchange until it gets executed.
    The Exchange further believes that deleting corresponding 
references in Exchange rules to deleted order types also removes 
impediments to and perfects the mechanism of a free and open market by 
ensuring that members, regulators and the public can more easily 
navigate the Exchange's rulebook and better understand the orders types 
available for trading on the Exchange. Removing obsolete cross 
references also furthers the goal of transparency and adds clarity to 
the Exchange's rules.

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 change is not 
designed to address any competitive issue but

[[Page 79368]]

would rather remove complex functionality and obsolete cross-
references, thereby reducing confusion and making the Exchange's rules 
easier to understand and navigate.

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 \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
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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    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
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) \17\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\18\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest.
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    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ 17 CFR 240.19b-4(f)(6)(iii).
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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) \19\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \19\ 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-NYSE-2015-60 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-NYSE-2015-60. 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-NYSE-2015-60, and should be 
submitted on or before January 11, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31920 Filed 12-18-15; 8:45 am]
BILLING CODE 8011-01-P