[Federal Register Volume 85, Number 15 (Thursday, January 23, 2020)]
[Notices]
[Pages 4050-4051]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-01037]



[[Page 4050]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87993; File No. SR-NYSEAMER-2020-04]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Add to the 
Rules of the Exchange the Thirteenth Amended and Restated Operating 
Agreement of the New York Stock Exchange LLC

January 16, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on January 10, 2020, NYSE American LLC (``NYSE American'' 
or the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the 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 add to the rules of the Exchange the 
Thirteenth Amended and Restated Operating Agreement of the New York 
Stock Exchange LLC (``NYSE''). The proposed 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 add to the rules of the Exchange the 
Thirteenth Amended and Restated Operating Agreement of the NYSE (the 
``Thirteenth NYSE Operating Agreement'').
    NYSE has a wholly-owned subsidiary, NYSE Market (DE), Inc. (``NYSE 
Market (DE), Inc.''), which owns a majority interest in NYSE Amex 
Options LLC (``NYSE Amex Options''), a facility of the Exchange. The 
Exchange and NYSE Market (DE) are the only members of NYSE Amex 
Options.\4\ Because of NYSE's ownership of NYSE Market (DE), the 
Exchange filed the Twelfth Amended and Restated Operating Agreement of 
the NYSE (``Twelfth NYSE Operating Agreement'') as a ``rule of the 
Exchange'' under Section 3(a)(27) of the Exchange Act.\5\
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    \4\ See Exchange Act Release No. 75301 (June 25, 2015), 80 FR 
37695 (July 1, 2015) (SR-NYSEMKT-2015-44) (notice of filing and 
immediate effectiveness of proposed rule change amending the 
members' schedule of the Amended and Restated Limited Liability 
Company Agreement of NYSE Amex Options LLC).
    \5\ See 15 U.S.C. 78c(a)(27); and Securities Exchange Act 
Release No. 84641 (November 21, 2018) 83 FR 60935 (November 27, 
2018) (SR-NYSEAmer-2018-52); see also Securities Exchange Act 
Release Nos. 82923 (March 22, 2018), 83 FR 13161 (March 27, 2018) 
(SR-NYSEAmer-2018-10); 79232 (November 3, 2016), 81 FR 78873 
(November 9, 2016) (SR-NYSEMKT2016-96); and 75984 (September 25, 
2015), 80 FR 59213, 59214 (October 1, 2015) (SR-NYSEMKT2015-71).
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    On November 15, 2019, the NYSE filed to amend the Twelfth NYSE 
Operating Agreement to remove the independence requirement for the 
director elected by NYSE LLC membership organizations, and make 
additional conforming and non-substantive edits. The Commission 
approved the proposed change on January 8, 2020.\6\ Consistent with 
that change, the Exchange is filing to remove the obsolete Twelfth NYSE 
Operating Agreement as a ``rule of the exchange'' under Section 
3(a)(27) of the Act, and replace it with the Thirteenth NYSE Operating 
Agreement as a ``rule of the exchange'' under Section 3(a)(27) of the 
Act.\7\
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    \6\ See Securities Exchange Act Release No. 87914 (January 8, 
2020) (SR-NYSE-2019-62).
    \7\ 15 U.S.C. 78c(a)(27).
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    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange, its 
facility NYSE Amex Options, or NYSE Amex Options' direct and indirect 
parent entities.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(1) \9\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
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    The Exchange believes that the proposed rule change would 
contribute to the orderly operation of the Exchange and would enable 
the Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply, and enforce 
compliance by its members and persons associated with its members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange because, by removing the 
obsolete Twelfth NYSE Operating Agreement and making the Thirteenth 
NYSE Operating Agreement a rule of the Exchange, the Exchange would be 
ensuring that its rules remain consistent with the NYSE operating 
agreement in effect.
    The Exchange notes that, as with the Twelfth NYSE Operating 
Agreement, it would be required to file any changes to the Thirteenth 
NYSE Operating Agreement with the Commission as a proposed rule 
change.\10\ In addition, the Exchange believes that the proposed 
changes are consistent with and will facilitate an ownership structure 
of the Exchange's facility NYSE Amex Options that will provide the 
Commission with appropriate oversight tools to ensure that the 
Commission will have the ability to enforce the Exchange Act with 
respect to NYSE Amex Options and its direct and indirect parent 
entities.
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    \10\ The Exchange notes that any amendment to the Thirteenth 
NYSE Operating Agreement would require that NYSE file a proposed 
rule change with the Commission.
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    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Exchange Act \11\ 
because the proposed rule change would be consistent with and 
facilitate a governance and regulatory structure 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

[[Page 4051]]

persons engaged in 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. The Exchange believes that replacing the obsolete 
Twelfth NYSE Operating Agreement with the Thirteenth NYSE Operating 
Agreement in its rules would remove impediments to, and perfect the 
mechanisms of, a free and open market and a national market system and, 
in general, protect investors and the public interest, by ensuring that 
its rules remain consistent with the NYSE operating agreement in 
effect, thereby avoiding any possible market participant confusion. The 
Exchange notes that, as with the Twelfth NYSE Operating Agreement, no 
amendment to the Thirteenth Amended NYSE Operating Agreement could be 
made without the Exchange filing a proposed rule change with the 
Commission.
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    \11\ 15 U.S.C. 78f(b)(5).
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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 Exchange Act. The proposed rule 
change is not designed to address any competitive issue but rather is 
concerned solely with ensuring that the Commission will have the 
ability to enforce the Exchange Act with respect to NYSE Amex Options 
and its direct and indirect parent entities.

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 proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(3) \13\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(3).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may 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) \14\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \14\ 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-NYSEAMER-2020-04 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-NYSEAMER-2020-04. 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 office 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 to make available publicly. All submissions 
should refer to File Number SR-NYSEAMER-2020-04 and should be submitted 
on or before February 13, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-01037 Filed 1-22-20; 8:45 am]
BILLING CODE 8011-01-P