[Federal Register Volume 84, Number 138 (Thursday, July 18, 2019)]
[Notices]
[Pages 34451-34455]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15257]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86365; File No. SR-NYSENAT-2019-16]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Schedule of Fees and Rebates To Reduce the Adding Average Daily Volume
Required for ETP Holders To Qualify for the Adding Tier 1 Fees
July 12, 2019.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on July 1, 2019, NYSE National, Inc. (``NYSE National'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``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 its Schedule of Fees and Rebates to
reduce the adding average daily volume required for ETP Holders to
qualify for the Adding Tier 1 fees. The Exchange proposes to implement
the rule change on July 1, 2019. The proposed rule change is available
on the Exchange's website 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 its Schedule of Fees and Rebates
(``Fee Schedule'') to reduce the amount of average daily volume
(``ADV'') as a percentage of US consolidated ADV (``CADV'') that an ETP
Holder must submit to the Exchange (i.e., Adding ADV) in order to
qualify for the Adding Tier 1 fees. Specifically, the Exchange proposes
to lower the requirement for the first of the two ways to qualify for
the Adding Tier 1 credit from an adding ADV as a percentage of CADV of
0.20% or more to an adding ADV as a percentage of CADV of 0.15% or
more.
The Exchange proposes to implement the rule change on July 1, 2019.
Background
The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. Specifically, in Regulation NMS, the
Commission highlighted the importance of market forces in determining
prices and SRO revenues and, also, recognized that current regulation
of the market system ``has been remarkably successful in promoting
market competition in its broader forms that are most important to
investors and listed companies.'' \4\
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\4\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (S7-10-04) (Final Rule) (``Regulation
NMS'').
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As the Commission itself recognized, the market for trading
services in NMS stocks has become ``more fragmented and competitive.''
\5\ Indeed, equity trading is currently dispersed across 13
exchanges,\6\ 31 alternative trading systems,\7\ and numerous broker-
dealer internalizers and wholesalers. Based on publicly-available
information, no single exchange has more than 18% of the market share
of executed volume of equity trades (whether excluding or including
auction volume).\8\ Therefore, no exchange possesses significant
pricing power in the execution of equity order flow. More specifically,
in June 2019, the Exchange had 1.2% market share of executed volume of
equity trades (excluding auction volume).\9\ The Exchange believes that
the ever-shifting market share among the exchanges from month to month
demonstrates that market participants can shift order flow, or
discontinue to reduce use of certain categories of products, in
response to fee changes. Accordingly, competitive forces constrain the
Exchange's transaction fees, and market participants can readily trade
on competing venues if they deem pricing levels at those other venues
to be more favorable.
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\5\ See Securities Exchange Act Release No. 51808, 84 FR 5202,
5253 (February 20, 2019) (File No. S7-05-18) (Transaction Fee Pilot
for NMS Stocks Final Rule) (``Transaction Fee Pilot'').
\6\ See Cboe Global Markets, U.S. Equities Market Volume Summary
(June 28, 2019), available at http://markets.cboe.com/us/equities/market_share/. See generally https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
\7\ See FINRA ATS Transparency Data (June 3, 2019), available at
https://otctransparency.finra.org/otctransparency/AtsIssueData.
Although 54 alternative trading systems were registered with the
Commission as of May 31, 2019, only 31 are currently trading. A list
of alternative trading systems registered with the Commission is
available at https://www.sec.gov/foia/docs/atslist.htm.
\8\ See Cboe Global Markets U.S. Equities Market Volume Summary
(June 28, 2019), available at http://markets.cboe.com/us/equities/market_share/.
\9\ See id.
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The Exchange utilizes a ``taker-maker'' or inverted fee model to
attract orders that provide liquidity at the most competitive prices.
Under the taker-maker model, offering rebates for taking liquidity
increases the likelihood that market participants will send orders to
the Exchange to trade with liquidity providers' orders. This increased
taker order flow provides an incentive for market participants to send
orders that provide liquidity. The Exchange charges fees for order flow
that provides liquidity. These fees are reasonable due to the
additional marketable interest (in part attracted by the exchange's
rebate to remove liquidity) with which those order flow providers can
trade.
The Exchange sets forth the fees it charges for adding liquidity in
four Adding Tiers that establish minimum quoting or volume requirements
that an ETP Holder must satisfy in order to be eligible for specific
corresponding fees. These quoting and volume requirements are based on
the type of liquidity (i.e.,
[[Page 34452]]
adding, taking, displayed, non-displayed, BBO setting, or MPL) and the
type of security (i.e., whether it is a Tape A, B or C security). In
addition, the Exchange offers two ``step up'' Adding Tiers that do not
have quoting or minimum volume requirements but require ETP Holders to
provide additional incremental liquidity, thus ``stepping up'' their
liquidity provision, in order to qualify for better pricing based on
smaller amounts of liquidity than are required to qualify for Adding
Tiers 1-3. The different tiers are designed to provide an incentive for
order flow providers to add liquidity on the Exchange because the fees
are lower for the tiers that have higher quoting or volume
requirements. ETP Holders that do not send order flow to the Exchange
to qualify for the Adding Tier rates would receive the rates set forth
under item A (General Rates) of the Fee Schedule.
To respond to this competitive environment, the Exchange proposes
to adjust its pricing to reduce the adding ADV requirement ETP Holders
must supply in order to qualify for the Adding Tier 1 fees. The
Exchange's market share of intraday trading (i.e., excluding auctions)
declined from 1.3% for the month of May 2019 to 1.2% for the month of
June 2019.\10\ The proposed fee change is designed to attract
additional order flow to the Exchange by making it easier to qualify
for the Adding Tier 1 rates.
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\10\ See id.
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Proposed Rule Change
As described in more detail below, in order to qualify for the
Adding Tier 1 fees, an ETP Holder must be quoting at a price that is
equal to the National Best Bid (``NBB'') and National Best Offer
(``NBO,'' together the ``NBBO'') a specified percentage of the time, in
a specific number of securities and must have an adding ADV as a
percentage of CADV of 0.20% or more. The Exchange proposes to lower the
ADV percentage requirement that an ETP Holder must satisfy in order to
qualify for the Adding Tier 1 rates. Without having a view of ETP
Holder's activity on other markets and off-exchange venues, the
Exchange believes that this reduction of the adding ADV requirement
would be significant enough to incentivize market participants to
increase their quoting on the Exchange to meet the new lower
requirement, and thus be eligible for lower fees, and submit additional
adding liquidity to the Exchange.
Adding Tier 1
Under current Adding Tier 1, ETP Holders that add liquidity to the
Exchange in securities with a per share price of $1.00 or more and
that:
(i) quote at the NBBO \11\ at least 5% of the time in 950 or more
securities on an average daily basis, calculated monthly, and have an
average daily volume (``ADV'') of adding liquidity as a percentage of
US consolidated ADV (``CADV'') of 0.20% or more, or
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\11\ See footnote ** in the current Fee Schedule.
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(ii) quote at the NBBO at least 5% of the time in 2,450 or more
securities on an average daily basis, calculated monthly, and have an
ADV of adding liquidity as a percentage of US CADV of 0.10% or more,
are charged the following fees:
$0.0008 per share for adding displayed orders in Tape B
and C securities and $0.0011 per share in Tape A securities;
$0.0008 per share for orders that set a new Exchange BBO
in Tape B and C securities and $0.0011 per share in Tape A securities;
$0.0010 per share for adding non-displayed orders in Tape
B and C securities and $0.0013 per share in Tape A securities; and
$0.0005 per share for MPL orders.
The Exchange proposes to amend the adding ADV requirements for the
first of the two alternative methods described in (i) above to qualify
for the tier by reducing the percentage from 0.20% or more to 0.15% or
more. As proposed, the first alternative would require ETP Holders to
quote at least 5% of the time at the NBBO in 950 or more securities on
an average daily basis, calculated monthly, and have an ADV of adding
liquidity as a percentage of CADV of 0.15% or more (as opposed to 0.20%
or more). The fees charged under the Adding Tier 1 would not change.
Application of Proposed Fee Change
The proposed rule change is designed to provide order flow
providers with an incentive to route liquidity-providing order flow to
the Exchange. As described above, ETP Holders with liquidity-providing
order flow have a choice of where to send that order flow. The Exchange
believes that if it reduces the requirements to qualify for tiers that
have lower fees, more ETP Holders will choose to route their liquidity-
providing order flow to the Exchange to qualify for those tiers. The
Exchange cannot predict with certainty how many ETP Holders would avail
themselves of this opportunity, but believes that as many as 9 ETP
Holders could qualify for these tiers if they so choose.\12\ Additional
liquidity-providing order flow benefits all market participants because
it provides greater execution opportunities on the Exchange.
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\12\ In the month of June 2019, 9 ETP Holders had an Adding ADV
of at least 0.025%.
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For example, assume an ETP Holder quotes at least 5% of the NBBO in
975 securities on an average daily basis, calculated monthly, and
averages an ADV of 9 million shares of adding liquidity in a month
where a billing month of US CADV is 7.2 billion, or 0.125% of CADV.
Prior to the proposed change, that ETP Holder would fall short of the
requirement for Tier 1, and would have instead qualified for Adding
Tier 3. With this proposed change, this ETP Holder would now be
eligible for Adding Tier 1 fees, which, except for MPL Adding fees, are
lower than the Adding Tier 3fees [sic]. The Exchange believes that
charging lower fees would create an incentive for liquidity providers
to direct order flow to the Exchange, which in turn would create
additional execution opportunities for all market participants.
The proposed changes are not otherwise intended to address any
other issues, and the Exchange is not aware of any problems that ETP
Holders would have in complying with the proposed change.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\13\ in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\14\ in
particular, because it provides for the equitable allocation of
reasonable dues, fees, and other charges among its members, issuers and
other persons using its facilities and does not unfairly discriminate
between customers, issuers, brokers or dealers.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(4) & (5).
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The Proposed Change Is Reasonable
The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. Specifically, in Regulation NMS, the
Commission highlighted the importance of market forces in determining
prices and SRO revenues and, also, recognized that current regulation
of the market system ``has been remarkably successful in promoting
market competition in its
[[Page 34453]]
broader forms that are most important to investors and listed
companies.'' \15\
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\15\ See Regulation NMS, 70 FR at 37499.
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As the Commission itself recognized, the market for trading
services in NMS stocks has become ``more fragmented and competitive.''
\16\ Indeed, equity trading is currently dispersed across 13
exchanges,\17\ 31 alternative trading systems,\18\ and numerous broker-
dealer internalizers and wholesalers. Based on publicly-available
information, no single exchange has more than 18% of the market share
of executed volume of equity trades (whether excluding or including
auction volume).\19\ Therefore, no exchange possesses significant
pricing power in the execution of equity order flow. More specifically,
in June 2019, the Exchange had 1.2% market share of executed volume of
equity trades (excluding auction volume).\20\
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\16\ See Transaction Fee Pilot, 84 FR at 5253.
\17\ See Cboe Global Markets, U.S. Equities Market Volume
Summary (June 28, 2019), available at http://markets.cboe.com/us/equities/market_share/. See generally https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
\18\ See FINRA ATS Transparency Data (June 3, 2019), available
at https://otctransparency.finra.org/otctransparency/AtsIssueData.
Although 54 alternative trading systems were registered with the
Commission as of May 31, 2019, only 31 are currently trading. A list
of alternative trading systems registered with the Commission is
available at https://www.sec.gov/foia/docs/atslist.htm.
\19\ See Cboe Global Markets U.S. Equities Market Volume Summary
(June 28, 2019), available at http://markets.cboe.com/us/equities/market_share/.
\20\ See id.
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
move order flow, or discontinue or reduce use of certain categories of
products, in response to fee changes. With respect to non-marketable
order flow that would provide displayed liquidity on an Exchange, ETP
Holders can choose from any one of the 13 currently operating
registered exchanges to route such order flow. Accordingly, competitive
forces constrain exchange transaction fees that relate to orders that
would provide displayed liquidity on an exchange.
Given this competitive environment, the proposal represents a
reasonable attempt to attract additional order flow to the Exchange by
making it easier to qualify for the Adding Tier 1 rates. As noted, the
Exchange's market share of intraday trading (i.e., excluding auctions)
declined from 1.3% for the month of May 2019 to 1.2% for the month of
June 2019.\21\ The Exchange believes that the proposal represents a
reasonable attempt to encourage the submission of additional liquidity
to a national securities exchange, thus promoting price discovery and
transparency and enhancing order execution opportunities for ETP
Holders from the substantial amounts of liquidity present on the
Exchange. All ETP Holders would benefit from the greater amounts of
liquidity that will be present on the Exchange, which would provide
greater execution opportunities.
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\21\ See id.
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The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants. The Exchange is not proposing to adjust
the amount of the Adding Tier 1 fees, which will remain at the current
level for all market participants. Rather, the proposal would continue
to encourage ETP Holders to send orders to the Exchange, thereby
contributing to robust levels of liquidity, which benefits all market
participants. The Exchange believes that, for the reasons discussed
above, lowering the adding ADV requirement would make it easier for
current and new liquidity providers to qualify for the Adding Tier 1
fees, thereby encouraging submission of additional liquidity to the
Exchange. The proposed change will thereby encourage the submission of
additional liquidity to a national securities exchange, thus promoting
price discovery and transparency and enhancing order execution
opportunities for ETP Holders from the substantial amounts of liquidity
present on the Exchange. All ETP Holders would benefit from the greater
amounts of liquidity that will be present on the Exchange, which would
provide greater execution opportunities.
The Exchange notes that there are currently 2 ETP Holders
qualifying for Adding Tier 1 and that, based on current participation
on the Exchange, no additional firms would initially qualify with the
lower requirements. Without having a view of an ETP Holder's activity
on other markets and off-exchange venues, the Exchange believes the
proposed lower adding ADV requirement would provide an incentive for
market participants to increase the orders they send to the Exchange in
order to meet the new lower requirement and submit additional adding
liquidity to the Exchange. In addition, based on the profile of
liquidity-providing firms generally, the Exchange believes that 9 firms
could qualify for these tiers if they choose to direct order flow to,
and increase quoting on, the Exchange.
The proposal neither targets nor will it have a disparate impact on
any particular category of market participant. The Exchange believes
that the proposal constitutes an equitable allocation of fees because
all similarly situated ETP Holders and other market participants would
be charged the same rates. Moreover, the proposed change is equitable
because all qualifying ETP Holders that add liquidity to the Exchange
and quote at the NBBO in Adding Tier 1 would be eligible for the fee by
satisfying the lowered threshold, and because the lower threshold would
apply equally to all similarly situated ETP Holders. The Exchange
further believes that the proposed changes would not permit unfair
discrimination among ETP Holders because the tiered rates are available
equally to all ETP Holders. As described above, in today's competitive
marketplace, order flow providers have a choice of where to direct
liquidity-providing order flow, and while only 2 ETP Holders have
qualified to date for these rates, the Exchange believes there are
additional ETP Holders that could qualify if they chose to direct their
order flow to the Exchange.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, member
organizations are free to disfavor the Exchange's pricing if they
believe that alternatives offer them better value.
The proposal neither targets nor will it have a disparate impact on
any particular category of market participant. The Exchange believes
that the proposal does not permit unfair discrimination because the
proposal would be applied to all similarly situated ETP Holders and
other market participants would be charged the same rates.
The Exchange further believes that the proposal does not permit
unfair discrimination because the Exchange will be making the Adding
Tier 1 rates available to all ETP Holders on an equal basis.
Accordingly, no ETP Holder already operating on the Exchange would be
disadvantaged by this allocation of fees. For the same reasons, the
Exchange believes that the proposal would not permit unfair
discrimination among ETP Holders. The Exchange believes that the
proposed change is not unfairly discriminatory because all qualifying
ETP Holders that add liquidity to the Exchange and quote at the NBBO in
Adding Tier 1 would be eligible for the fee by satisfying the lowered
threshold, and because the
[[Page 34454]]
lower thresholds would apply equally to all similarly situated ETP
Holders.
The Exchange further believes that the proposed changes would not
permit unfair discrimination among ETP Holders because the tiered rates
are available equally to all ETP Holders. As described above, in
today's competitive marketplace, order flow providers have a choice of
where to direct liquidity-providing order flow, and while only 2 ETP
Holders currently are qualified for these rates, the Exchange believes
there are additional ETP Holders that could qualify if they chose to
direct their order flow to the Exchange.
Finally, the Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\22\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that the proposed changes would encourage the submission of additional
liquidity to a public exchange by making it easier for liquidity
providers to qualify for the Adding Tier 1 fees, thereby increasing the
likelihood that market participants will send orders to the Exchange to
trade with the liquidity providers' orders and thus promoting market
depth, price discovery and transparency and enhancing order execution
opportunities for ETP Holders. As a result, the Exchange believes that
the proposed change furthers the Commission's goal in adopting
Regulation NMS of fostering competition among orders, which promotes
``more efficient pricing of individual stocks for all types of orders,
large and small.'' \23\
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\22\ 15 U.S.C. 78f(b)(8).
\23\ Regulation NMS, 70 FR at 37498-99.
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Intramarket Competition. The proposed change is designed to attract
additional order flow to the Exchange by reducing the amount of adding
ADV an ETP Permit holder is required to supply for the Adding Tier 1.
Greater liquidity benefits all market participants on the Exchange by
providing more trading opportunities and encourages ETP Holders to send
orders, thereby contributing to robust levels of liquidity, which
benefits all market participants. The proposed reduced requirement
would be available to all similarly-situated market participants, and,
as such, the proposed change would not impose a disparate burden on
competition among market participants on the Exchange.
Intermarket Competition. The Exchange operates in a highly
competitive market in which market participants can readily choose to
send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. The
Exchange notes that Exchange's market share of intraday trading
(excluding auctions) declined from 1.3% for the month of May 2019 to
1.2% for the month of June 2019.\24\ In such an environment, the
Exchange must continually adjust its fees and rebates to remain
competitive with other exchanges and with off-exchange venues. Because
competitors are free to modify their own fees and credits in response,
and because market participants may readily adjust their order routing
practices, the Exchange does not believe its proposed fee change can
impose any burden on intermarket competition.
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\24\ See note 10, supra.
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The Exchange believes that the proposed change could promote
competition between the Exchange and other execution venues, including
those that currently offer similar order types and comparable
transaction pricing, by encouraging additional orders to be sent to the
Exchange for execution.
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) \25\ of the Act and subparagraph (f)(2) of Rule
19b-4 \26\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\25\ 15 U.S.C. 78s(b)(3)(A).
\26\ 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) \27\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\27\ 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-NYSENAT-2019-16 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-NYSENAT-2019-16.
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 website (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 website
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 offices of the
Exchange. All comments received will be posted without change. Persons
submitting comments are cautioned that we do not redact or edit
personal identifying information from comment submissions. You should
submit only information that you wish
[[Page 34455]]
to make available publicly. All submissions should refer to File Number
SR-NYSENAT-2019-16, and should be submitted on or before August 8,
2019.
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\28\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-15257 Filed 7-17-19; 8:45 am]
BILLING CODE 8011-01-P