[Federal Register Volume 81, Number 144 (Wednesday, July 27, 2016)]
[Notices]
[Pages 49309-49311]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-17669]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78383; File No. SR-NYSEArca-2016-104]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Amending NYSE Arca Equities Rules 2.16(c) and 
2.21(i) to Harmonize the Requirement of When an ETP Holder Must File a 
Uniform Termination Notice for Securities Industry Registration With 
the Rules of Other Exchanges and FINRA

July 21, 2016.
    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 July 14, 2016, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') 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 amend NYSE Arca Equities Rules 2.16(c) and 
2.21(i) to harmonize the requirement of when an ETP Holder must file an 
[sic] Uniform Termination Notice for Securities Industry Registration 
(``Form U-5'') with the rules of other exchanges and FINRA. 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 NYSE Arca Equities Rules 2.16(c) and 
2.21(i) to harmonize the requirement of when an ETP Holder must file a 
Form U-5 with the requirements on [sic] other exchanges and the 
Financial Industry Regulatory Authority (``FINRA''). This filing is not 
intended to address any other registration requirements in Exchange 
rules.
    Specifically, under current Rule 2.16(c), an ETP Holder is required 
to electronically file a Form U-5 and any amendment thereto within 30 
days of the termination when a person

[[Page 49310]]

associated with the ETP Holder terminates their affiliation with an ETP 
Holder. Under current Rule 2.21(i), an ETP Holder is required to 
electronically file a Form U-5 and any amendment thereto within 30 
business days of the termination date of an employee. While each of 
these rules govern the same topic, they do not use the same rule 
language.
    The Exchange proposes to amend these two rules by replacing the 
current requirements of when to electronically file a Form U-5 with the 
same requirement in each rule that an ETP Holder promptly file a Form 
U-5 electronically with CRD, but not later than 30 calendar days after 
the date of termination of a person associated with the ETP Holder or 
an employee (as applicable). The proposed rule would further require 
that any amendment to a Form U-5 must also be promptly filed 
electronically with CRD, but not later than 30 calendar days after 
learning of the facts or circumstances giving rise to the amendment. 
Finally, the proposed rule would provide that all Forms U-5 must also 
be provided to the terminated person concurrently with filing.\4\
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    \4\ The proposed rule changes would also decrease the current 
time period of 30 ``business'' days within which an ETP Holder is 
required to file a Form U-5 for a terminated employee.
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    The proposed rule text is based on the requirements of other 
exchanges and FINRA and therefore would harmonize the requirement of 
when an ETP Holder must file a Form U-5 with the rules of other 
exchanges and FINRA.\5\ The Exchange believes that the proposed rule 
changes will promote the protection of investors by adding that a Form 
U-5 be filed promptly, rather than the current requirement that a Form 
U-5 be filed within 30 days. The Exchange believes that this proposed 
requirement may lead to Form U-5s being filed sooner than the current 
30 days requirement. Consistent with the rules of other exchanges and 
FINRA, the rule would further provide that a Form U-5 should be filed 
not later than 30 days after the date of termination. The Exchange 
believes that this timing, combined with the requirement to file 
promptly, may lead to firms submitting Form U-5s on a more prompt 
basis. In addition, the proposed rule would harmonize the standard, 
thus reducing the burden on competition for ETP Holders that are 
members of multiple exchanges and FINRA to meet similar requirements. 
Such conformance to the prevalent standard would both harmonize the 
time period for filing the requisite Form U-5 across multiple self-
regulatory organizations and establish a known consistent standard to 
further ensure adherence.
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    \5\ See New York Stock Exchange LLC (``NYSE'') Rule 345(a).17(a) 
and (b) (requiring that a Form U-5 shall be reported promptly, but 
in any event not later than 30 days following termination, that any 
amendment to the Form U-5 shall be filed not later than 30 days 
after learning of the facts or circumstances giving rise to the 
amendment, and that any termination notice must be provided 
concurrently to the person whose association has been terminated); 
BATS BZX Exchange, Inc. (``BZX'') Rule 2.5 Interpretations and 
Policies .04(a) and (b) (requiring that a Form U-5 be reported 
immediately following the date of termination, but in no event later 
than 30 days following termination, that any amendment to the Form 
U-5 shall be filed no later than 30 days after learning of the facts 
or circumstances giving rise to the amendment, and that any 
termination notice or amendment should be provided concurrently to 
the person whose association has been terminated); FINRA By-Laws 
Article 5 Sec. 3(a) and (b) (requiring that notice of termination be 
filed not later than 30 days after termination, that an amendment to 
a Form U-5 be filed not later than 30 days after learning of the 
facts or circumstances giving rise to the amendment, and that notice 
be provided concurrently to the person whose association has been 
terminated within the time periods prescribed).
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2. Statutory Basis
    The Exchange believes that the proposed changes are consistent with 
Section 6(b) of the Act,\6\ in general, and furthers [sic] the 
objectives of Section 6(b)(5),\7\ in particular, in that it is [sic] 
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, in general, to 
protect investors and the public interest. Additionally, the Exchange 
believes the proposed rule changes are consistent with the Section 
6(b)(5) \8\ requirement that the rules of an exchange not be designed 
to permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
    \8\ Id.
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    Specifically, the Exchange believes that the proposed rule changes 
would remove impediments to and perfect the mechanisms of a free and 
open market by conforming the time period within which ETP Holders must 
file a Form U-5 to the requirement that such forms be filed promptly, 
but not later than 30 calendar days after the termination event. The 
Exchange believes that the proposed rule changes would protect 
investors and the public interest by adding that Form U-5s should be 
filed promptly, rather than requiring only that they be filed within 30 
days. In addition, the Exchange believes that adding the requirement 
that a Form U-5 be filed not later than 30 calendar days after the 
event would eliminate the disparity among the exchanges, other SROs and 
the affected persons stemming from the cessation of their employment. 
In this regard, the proposed changes would foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities as they would both harmonize the time period for filing 
the requisite Form U-5 across multiple self-regulatory organizations 
and establish a known consistent standard to further ensure adherence. 
Such action would not affect nor diminish the abilities of the Exchange 
or an ETP Holder to fulfill their [sic] regulatory responsibilities 
under the Act or the rules promulgated thereunder, including but not 
limited to the responsibilities to monitor the activities of such 
persons, nor would such proposed amendment affect the rights of such 
terminated persons.
    The Exchange believes this additional transparency and clarity 
removes a potential impediment to, and would contribute to perfecting, 
the mechanism for a free and open market and a national market system, 
and, in general, would protect investors and the public interest by 
harmonizing the time period for filing the requisite Form U-5 across 
multiple SROs, and by imposing the requirement that such forms be filed 
promptly.\9\
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    \9\ This filing is intended to address only the filing 
requirements of Forms U-5; it is not intended to address or affect 
any other mandatory filing requirements or procedures.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that this proposed rule changes would 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed changes are not 
designed to address any competitive issue but rather to harmonize an 
[sic] Exchange time-filing requirements to a standard prevalent among 
other exchanges and FINRA, thereby reducing any potential confusion and 
making the Exchange's rules easier to understand and navigate. The 
Exchange believes that the proposed rule changes would serve to promote 
regulatory clarity and consistency, thereby reducing burdens on the 
marketplace and facilitating investor protection.

[[Page 49311]]

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-2016-104 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-NYSEArca-2016-104. 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-NYSEArca-2016-104 and should 
be submitted on or before August 17, 2016.

    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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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-17669 Filed 7-26-16; 8:45 am]
BILLING CODE 8011-01-P