[Federal Register Volume 81, Number 99 (Monday, May 23, 2016)]
[Notices]
[Pages 32360-32364]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12017]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77850; File No. SR-NYSE-2016-22]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Amendment No. 5 to Proposed Rule Change Adopting 
Initial and Continued Listing Standards for the Listing of Equity 
Investment Tracking Stocks and Adopting Listing Fees Specific to Equity 
Investment Tracking Stocks

May 17, 2016.

I. Introduction

    On April 7, 2016, the New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt initial and continued listing standards 
for the listing of Equity Investment Tracking Stocks and to adopt fees 
for Equity Investment Tracking Stocks. The proposed rule change was 
published for comment in the Federal Register on April 27, 2016.\3\ On 
April 20, 2016, the Exchange filed Amendment No. 1 to the proposed rule

[[Page 32361]]

change, which superseded the original filing in its entirety. On May 
17, 2016, the Exchange filed Amendment No. 5 to the proposal, which 
superseded the filing, as amended by Amendment No. 1.\4\ Amendment No. 
5 is described in Item II below. The Commission is publishing this 
notice to solicit comments on the proposed rule change, as modified by 
Amendment No. 5, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 77674 (April 21, 
2016), 81 FR 24919 (April 27, 2016).
    \4\ On May 13, 2016, the Exchange submitted and withdrew 
Amendment No. 2 to the proposed rule change. On May 13, 2016, the 
Exchange filed Amendment No. 3 to the proposed rule change, and on 
May 16, 2016 the Exchange withdrew Amendment No. 3 to the proposed 
rule change. On May 16, 2016 the Exchange submitted Amendment No. 4 
to the proposal, and on May 17, 2016, the Exchange withdrew 
Amendment No. 4 to the proposed rule change.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change, as Modified by Amendment 
No. 5

    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 III 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 adopt initial and continued listing 
standards for the listing of Equity Investment Tracking Stocks. The 
Exchange also proposes to adopt listing fees specific to Equity 
Investment Tracking Stocks that are the sole listed common equity 
security of the issuer.
    For purposes of proposed new Section 102.07 of the Manual, an 
Equity Investment Tracking Stock is defined as a class of common equity 
securities that tracks on an unleveraged basis the performance of an 
investment by the issuer in the common equity securities of a single 
other company listed on the Exchange. An Equity Investment Tracking 
Stock may track multiple classes of common equity securities of a 
single issuer, so long as all of those classes have identical economic 
rights and at least one of those classes is listed on the Exchange.
    In order to qualify for initial listing under proposed Section 
102.07, an Equity Investment Tracking Stock will be required to meet 
the distribution and public float requirements currently applicable for 
initial public offerings set forth in Sections 102.01A and 102.01B of 
the Manual, respectively, and the Global Market Capitalization set 
forth in Section 102.01C. As such, as required under Section 102.01A, 
an Equity Investment Tracking Stock, at the time of initial listing, 
will be required to have at least 400 holders of 100 shares or more and 
1,100,000 public [sic] held shares available for trading. Further, as 
required under Section 102.01B, an Equity Investment Tracking Stock 
must have an aggregated [sic] market value of publicly-held shares of 
$40,000,000 and a per share price of $4 at the time of initial listing. 
Under Section 102.01C, the issuer of an Equity Investment Tracking 
Stock will be required to meet the Global Market Capitalization Test, 
under which the issuer must have $200 million in global market 
capitalization at the time of initial listing. The issuer of the Equity 
Investment Tracking Stock must also own (directly or indirectly \5\) at 
least 50% of both the economic interest and voting power of all of the 
outstanding classes of common equity of the issuer whose equity is 
tracked by the Equity Investment Tracking Stock. The Issuer of Equity 
Investment Tracking Stock must also fully comply with the Exchange's 
corporate governance requirements set forth in Section 303A of the 
Manual, subject to applicable exemptions such as those applicable to 
controlled companies.
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    \5\ An example of an indirect ownership would be where the 
listed company has a 100%-owned subsidiary and that subsidiary in 
turn owns the stock of the company whose performance is being 
tracked. Another example would be where the listed company owns 100% 
of each of two subsidiaries, each of which owns stock in the company 
whose performance is being tracked.
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    The Exchange will not list an Equity Investment Tracking Stock if, 
at the time of the proposed listing, the issuer of the equity tracked 
by the Equity Investment Tracking Stock has been deemed below 
compliance with listing standards by the Exchange.
    The Exchange proposes to subject the issuer of an Equity Investment 
Tracking Stock to the same continued listing standards under Sections 
802.01A and 802.01B as are applicable to other companies listing common 
stocks on the Exchange. As such, these companies will be considered to 
be below compliance with Section 802.01A if (i) their number of total 
stockholders is less than 400 or (ii) their number of total 
stockholders is less than 1,200 and their average monthly trading 
volume is less than 100,000 shares (for the most recent 12 months) or 
(iii) their number of publicly-held shares is less than 600,000. Such 
companies will be deemed to be below compliance with Section 802.01B if 
their average global market capitalization over a consecutive 30 
trading-day period is less than $50,000,000 and, at the same time 
stockholders' equity is less than $50,000,000 and (will be subject to 
immediate delisting if they are determined to have average global 
market capitalization over a consecutive 30 trading-day period of less 
than $15,000,000).
    In the case of an Equity Investment Tracking Stock, the Exchange 
will review the continued listing status of that security if:
     The underlying listed equity security or securities whose 
value is tracked by the Equity Investment Tracking Stock ceases or 
cease to be listed on the Exchange.
     The issuer of the Equity Investment Tracking Stock owns 
(directly or indirectly) less than 50% of either the economic interest 
or the voting power of all of the outstanding classes of common equity 
of the issuer whose equity is tracked by the Equity Investment Tracking 
Stock.
     The Equity Investment Tracking Stock ceases to track the 
performance of the listed equity security or securities that was 
tracked at the time of initial listing.
    In the event that any of the foregoing conditions exist [sic], the 
Exchange will determine whether the Equity Investment Tracking Stock 
meets any other applicable initial listing standard in place at that 
time. If the Equity Investment Tracking Stock does not qualify for 
initial listing at that time under another applicable listing standard 
the issuer will not be eligible to follow the procedures set forth in 
Sections 802.02 and 802.03 and the Exchange will immediately suspend 
the Equity Investment Tracking Stock and commence delisting 
proceedings. Furthermore, whenever trading in the equity security whose 
value is tracked by an Equity Investment Tracking Stock is suspended or 
delisting proceedings are commenced with respect to such security, such 
Equity Investment Tracking Stock will be suspended and/or delisting 
proceedings commenced with respect to such Equity Investment Tracking 
Stock at the same time.
    The Exchange proposes to amend Section 202.06(B) of the Manual to 
provide that, in the event that the issuer of the common equity 
security tracked by an Equity Investment Tracking Stock

[[Page 32362]]

intends to issue a material news release during the trading day and the 
staff of NYSE Regulation determines that a regulatory trading halt 
required by Section 202.06 should be implemented pending dissemination 
of the news or any other required regulatory trading halt should be 
implemented, the Exchange will also halt trading in the Equity 
Investment Tracking Stock simultaneously with the halt in the 
underlying security and will also recommence trading at the same time.
    The Exchange represents that it will monitor activity in Equity 
Investment Tracking Stocks to identify and deter any potential improper 
trading activity in such securities. The Exchange will adopt enhanced 
surveillance procedures to enable it to monitor Equity Investment 
Tracking Stocks alongside the securities whose value they track. 
Additionally, the Exchange represents that its surveillance procedures 
are generally adequate to properly monitor the trading of Equity 
Investment Tracking Stocks. Specifically, the Exchange will rely on its 
existing trading surveillances, administered by the Exchange, or the 
Financial Industry Regulatory Authority (``FINRA'') on behalf of the 
Exchange, which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\6\
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    \6\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
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    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    Given the novel investment characteristics of Equity Investment 
Tracking Stocks, the Exchange will conduct a review of the trading and 
compliance with continued listing standards of Equity Investment 
Tracking Stocks and their issuers over the initial two year period for 
which the proposed listing standard is in operation. The Exchange will 
furnish two reports to the SEC based on this review, one to be provided 
one year after the initial listing date of the first security listed 
under the proposed standard and the second to be provided on the second 
anniversary of such initial listing. At a minimum, the reports will 
address the relationship between the trading prices of listed Equity 
Investment Tracking Stocks and those of the securities whose values 
they track, the liquidity of the market for the two securities, and any 
manipulation concerns arising in connection with the trading of 
securities listed under the standard and the securities whose values 
are being tracked. The reports will also discuss any recommendations 
the Exchange may have for enhancements to the listing standard based on 
its review.
    The proposed rule will provide that, prior to the commencement of 
trading of any Equity Investment Tracking Stock, the Exchange will 
distribute an Information Memorandum to its Members and Member 
Organizations that includes (a) any special characteristics and risks 
of trading the Equity Investment Tracking Stock, and (b) the Exchange 
Rules that will apply to the Equity Investment Tracking Stock including 
Exchange Rules that require Member Organizations:
     To use reasonable diligence in regard to the opening and 
maintenance of every account, to know (and retain) the essential facts 
concerning every customer and concerning the authority of each person 
acting on behalf of such customer.
     In recommending transactions in the Equity Investment 
Tracking Stock to have a reasonable basis to believe that (1) the 
recommendation is suitable for a customer given reasonable inquiry 
concerning the customer's investment objectives, financial situation, 
needs, and any other information known by such Member Organization, and 
(2) the customer can evaluate the special characteristics, and is able 
to bear the financial risks, of an investment in the Equity Investment 
Tracking Stock.
    The Exchange proposes to amend Sections 902.02 and 902.03 of the 
Manual to provide that, where an Equity Investment Tracking Stock is 
the only common equity security of the issuer listed on the Exchange, 
listing and annual fees for such security will be subject to a single 
fee cap at the time of original listing and on an annual basis. The 
Exchange further proposes to amend Section 907.00 of the Manual to 
limit the products and services provided to the issuer of an Equity 
Investment Tracking Stock for so long as it is the only common equity 
security of the issuer listed on the Exchange.
    Pursuant to Sections 902.02 and 902.03 of the Manual, listed 
companies are charged an annual fee for each class or series of 
security listed on the Exchange. The annual fee is calculated based on 
the number of shares issued and outstanding and is currently set at a 
rate of $0.001025 for the primary listed class of equity, subject to an 
annual minimum of $52,500. In its first year of listing, a company's 
annual fee is prorated from the date of initial listing through the 
year end. Listed companies also pay other fees to the Exchange, 
including fees associated with initial and supplemental listing 
applications. In any given calendar year, however, Section 902.02 of 
the Manual specifies that the total fees that the Exchange may bill a 
listed company are capped at $500,000 (the ``Total Maximum Fee''). For 
an Equity Investment Tracking Stock that is the issuer's only common 
equity security listed on the Exchange, the Exchange proposes to adopt 
a Total Maximum Fee of $200,000.
    Section 902.03 of the Manual currently provides, in part, for 
listing fees the first time an issuer lists a class of common shares, 
charged on a per share basis based on tiers set forth in the rule. The 
first time that an issuer lists a class of common shares, the issuer is 
also subject to a one-time special charge of $50,000. Once listed, if 
an issuer lists additional shares of a class of previously listed 
securities, the issuer is subject to listing fees for such additional 
shares. The minimum and maximum listing fees applicable the first time 
an issuer lists a class of common shares are $125,000 and $250,000, 
respectively, which amounts include the special charge of $50,000. In 
lieu of the foregoing, the Exchange proposes to establish for an Equity 
Investment Tracking Stock that is its issuer's only common equity 
security listed on the Exchange a fixed initial listing fee (inclusive 
of the one-time charge) of $100,000. Subject to the Total Maximum Fee 
of $200,000 per year described above, the Exchange proposes to charge 
the same per share annual fee for Equity Investment Tracking Stocks as 
for the primary class of equity of a listed operating company (i.e., 
currently $0.001025 per share, subject to the minimum annual fee of 
$52,500).
    Finally, Section 907.00 of the Manual sets forth certain 
complimentary products and services that are offered to certain 
currently and newly listed issuers. These products and services are 
developed or delivered by NYSE or by a third party for use by NYSE-
listed companies. Some of these products are commercially available 
from such third-party vendors. All listed issuers receive some 
complimentary products and services through the NYSE Market Access 
Center. The Exchange proposes to exclude issuers of an Equity 
Investment Tracking Stock that is the issuer's only common equity 
security listed on the Exchange from receiving

[[Page 32363]]

the products and services provided for under Section 907.00, with the 
exception that such issuers will receive the complimentary products and 
services and access to discounted third-party products and services 
through the NYSE Market Access Center available to all listed issuers. 
Issuers of Equity Investment Tracking Stocks will be eligible for tier-
based services commencing when they have an additional class of common 
equity securities listed. In determining eligibility for the various 
service tiers under Section 907.00, the Exchange will aggregate all of 
the outstanding shares of listed classes of common equity securities of 
a company, including all outstanding shares of any listed Equity 
Investment Tracking Stock that is not the issuer's only listed class of 
common equity securities.
    The Exchange proposes to limit the fees that would be payable for 
the listing on an Equity Investment Tracking Stock as an incentive for 
the issuer to list such security on the Exchange. As described below, 
the Exchange proposes to make the aforementioned fee changes to better 
reflect the Exchange's costs related to listing Equity Investment 
Tracking Stocks and the corresponding value of such listing to issuers.
    The Exchange proposes to make three other minor changes in this 
filing: (i) To remove from Section 902.03 references to the annual fee 
schedule applicable to years prior to 2016; (ii) to update the web link 
included in Section 907.00 and (iii) to delete the word ``four'' from 
Section 802.01B, as there are no longer four continued listing 
standards referred to in that rule.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\7\ in general, and furthers the 
objectives of Sections 6(b)(4) \8\ and 6(b)(5) \9\ of the Act, in 
particular.
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    \7\ 15 U.S.C. 78f (b).
    \8\ 15 U.S.C. 78f(b)(4).
    \9\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed initial and continued 
listing standards for Equity Investment Tracking Stocks further the 
objectives of Section 6(b)(5) of the Act,\10\ in particular in that 
they are 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 
and is [sic] not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \10\ 15 U.S.C. 78f(b)(5).
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    In particular, the proposed listing standards are designed to 
protect investors and the public interest by ensuring that Equity 
Investment Tracking Stocks listed on the Exchange meet stringent 
quantitative and qualitative listing standards to qualify for initial 
and continued listing. The Exchange notes that an Equity Investment 
Tracking Stock will be subject to delisting if they [sic] do [sic] not 
meet another applicable initial listing standard and (i) the underlying 
equity security whose value is tracked by the Equity Investment 
Tracking Stock ceases to be listed on the Exchange; (ii) the issuer of 
the Equity Investment Tracking Stock owns (directly or indirectly) less 
than 50% of either the economic interest or the voting power of all of 
the outstanding classes of common equity of the issuer whose equity is 
tracked by the Equity Investment Tracking Stock; or (iii) the Equity 
Investment Tracking Stock ceases to track the performance of the listed 
equity security that was tracked at the time of initial listing. The 
Issuer of Equity Investment Tracking Stock must also fully comply with 
the Exchange's corporate governance requirements set forth in Section 
303A of the Manual, subject to applicable exemptions such as those 
applicable to controlled companies.
    The Exchange notes that it is proposing to amend Section 202.06(B) 
to provide that, in the event that the issuer of the common equity 
security tracked by an Equity Investment Tracking Stock intends to 
issue a material news release during the trading day and the staff of 
NYSE Regulation determines that a regulatory trading halt pursuant to 
Section 202.06 should be implemented pending dissemination of the news 
or if the staff of NYSE Regulation determine [sic] that any other 
required regulatory trading halt should be implemented, the Exchange 
will also halt trading in the Equity Investment Tracking Stock 
simultaneously with the halt in the underlying security and will also 
recommence trading at the same time. The Exchange believes that this 
proposed amendment will protect investors and the public interest by 
preventing market participants from gaining an advantage in trading in 
an Equity Investment Tracking Stock based on their possession of 
material nonpublic information with respect to the company whose value 
is being tracked by the Equity Investment Tracking Stock.
    The proposed rule requires the issuer of an Equity Investment 
Tracking Stock to meet the Global Market Capitalization Test in Section 
102.01C of the Manual at the time of initial listing and does not allow 
applicants the alternative of meeting the Earnings Test, as would 
normally be available to an operating company applicant. The Exchange 
does not believe this is unfairly discriminatory, as many applicants 
will likely not have prepared standalone financial statements 
applicable to the equity investment being tracked and would therefore 
be unable to demonstrate compliance with the Earnings Test.
    The proposed fee provisions further the objectives of Sections 
6(b)(4) in that they are 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 believes that the proposed fee provisions are consistent with 
Section 6(b)(5) of the Act in that they do not unfairly discriminate 
among listed companies because there is a reasonable justification for 
charging the issuer of an Equity Investment Tracking Stock different 
fees from those charged to other issuers as there are cost and 
regulatory efficiencies for the Exchange when the issuer of an Equity 
Investment Tracking Stock and the issuer of the underlying equity 
security are both listed on the Exchange. Under the Exchange's 
proposal, the issuer of an Equity Investment Tracking Stock that is the 
issuer's only common equity security listed on the Exchange would pay a 
fixed initial listing fee of $100,000, which is less than the minimum 
fee charged in connection with the listing of the primary class of 
equity of an operating company. In addition, Equity Investment Tracking 
Stocks would be billed annual fees at the same rate per share as the 
primary class of equity of an operating company, but, so long as the 
Equity Investment Tracking Stock is the issuer's only common equity 
security listed on the exchange, they [sic] will be subject to a lower 
annual fee cap that may cause an issuer of an Equity Investment 
Tracking Stock to be subject to a lower effective fee rate per share 
than if it were a regular operating company. Given the unique nature of 
an Equity Investment Tracking Stock, including especially the fact that 
its trading price will likely be primarily derivative of the trading 
price of the security of another company, most of the services provided 
by the

[[Page 32364]]

Exchange under Section 907.00 would be of limited value and appeal to 
issuers of Equity Investment Tracking Stocks and the Exchange believes 
it is appropriate to exclude the issuers of Equity Investment Tracking 
Stocks from its services program. The Exchange believes that the fact 
that it will not provide these costly services makes it appropriate to 
charge lower fees. In addition, the Exchange believes there will be 
regulatory efficiencies when the same regulatory staff is responsible 
for oversight of an Equity Investment Tracking Stock and the underlying 
equity security. This would include, for example, the fact that news 
that is material to the issuer of the underlying security would also be 
material to an investment in the Equity Investment Tracking Stock.
    The Exchange does not expect many issuers will seek to list an 
Equity Investment Tracking Stock. Accordingly, the Exchange does not 
anticipate that it will experience any meaningful diminution in revenue 
as a result of the proposed lower fees and therefore does not believe 
that the proposed fees would in any way negatively affect its ability 
to continue to adequately fund its regulatory program or the services 
the Exchange provides to issuers

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 provide listing standards for Equity Investment Tracking 
Stocks that are appropriately protective of investors and is not 
designed to limit the ability of the issuers of those securities to 
list them on any other national securities exchange. 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 market for listing services is extremely 
competitive. Each listing exchange has a different fee schedule that 
applies to issuers seeking to list securities on its exchange. Issuers 
have the option to list their securities on these alternative venues 
based on the fees charged and the value provided by each listing. 
Because issuers have a choice to list their securities on a different 
national securities exchange, the Exchange does not believe that the 
proposed listing standards and 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. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as modified by Amendment No. 5 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-2016-22 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2016-22. 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 available publicly. All 
submissions should refer to File Number SR-NYSE-2016-22, and should be 
submitted on or before June 13, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12017 Filed 5-20-16; 8:45 am]
BILLING CODE 8011-01-P