[Federal Register Volume 85, Number 56 (Monday, March 23, 2020)]
[Notices]
[Pages 16430-16434]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06003]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88401; File No. SR-NYSEAMER-2020-17]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Amend Its 
Price List

March 17, 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 March 11, 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 amend its Price List to (1) revise the 
requirements for the current monthly quoting credit for quoting in UTP 
Securities, and (2) offer an additional monthly quoting credit for 
quoting in UTP Securities. The Exchange proposes to implement the rule 
change on March 11, 2020. 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 amend its Price List to (1) revise the 
requirements for the current monthly quoting credit for quoting in UTP 
Securities, and (2) offer an additional monthly quoting credit for 
quoting in UTP Securities.\4\
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    \4\ See Rule 1.1E(ii) (definition of UTP Security).
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    The proposed change responds to the current competitive environment 
where order flow providers have a choice of where to direct orders by 
offering further incentives for Equity Trading Permit (``ETP'') Holders 
\5\ to quote and trade on the Exchange in UTP Securities.
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    \5\ See id. at (m) (definition of ETP) & (n) (definition of ETP 
Holder).
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    The Exchange proposes to implement the rule change on March 11, 
2020.\6\
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    \6\ The Exchange originally filed to amend the Price List on 
March 2, 2020 (SR-NYSEAmer-2020-15). SR-NYSEAmer-2020-15 was 
subsequently withdrawn and replaced by this filing.
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Competitive Environment
    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. 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.'' \7\
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    \7\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37495, 37499 (June 29, 2005) (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.'' 
\8\ Indeed, equity trading is currently dispersed across 13 
exchanges,\9\ 31 alternative trading systems,\10\ and numerous broker-
dealer internalizers and wholesalers, all competing for order flow. 
Based on

[[Page 16431]]

publicly-available information, no single exchange has more than 20% 
market share (whether including or excluding auction volume).\11\ 
Therefore, no exchange possesses significant pricing power in the 
execution of equity order flow. More specifically, the Exchange's 
market share of trading in Tapes A, B and C securities combined is less 
than 1%.
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    \8\ 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'').
    \9\ See Cboe Global Markets, U.S. Equities Market Volume 
Summary, available at http://markets.cboe.com/us/equities/market_share/. See generally https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
    \10\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of 
alternative trading systems registered with the Commission is 
available at https://www.sec.gov/foia/docs/atslist.htm.
    \11\ See Cboe Global Markets U.S. Equities Market Volume 
Summary, available at http://markets.cboe.com/us/equities/market_share/.
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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 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 
liquidity on an exchange.
    In response to this competitive environment, the Exchange proposes 
to revise its incentives in order to encourage ETP Holders to quote on 
the Exchange in UTP Securities by revising the requirements, including 
the number of UTP Securities needed to the meet the quoting 
requirement, for the current Monthly Quoting Credit and introducing a 
new monthly quoting credit for ETP Holders that meet certain quoting 
requirements in UTP Securities.
Proposed Rule Change
Revisions to Current Monthly Quoting Credit
    Currently, the Exchange offers a credit in addition to the 
transaction fees and credits specified in Section I.B of the Price List 
to encourage quoting on the Exchange in UTP Securities. Specifically, 
each ETP Holder's MPID quoting at the national best bid or offer 
(``NBBO'') \12\ an average of at least 10% of the time in 750 
securities or more UTP Securities in the billing month is eligible for 
a credit of $10,000 per qualifying MPID in the first month that an MPID 
qualifies for the credit for the first time, up to a maximum of $50,000 
per ETP Holder for all of the ETP Holder's MPIDs.
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    \12\ See Rule 1.1E(dd) (definition of NBBO, Best Protected Bid, 
Best Protected Offer, Protected Best Bid and Offer (PBBO)).
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    The Exchange proposes to revise the current monthly quoting credit 
in order to encourage additional quoting and trading on the Exchange in 
UTP Securities. The Exchange proposes lowering the eligible number of 
securities to satisfy the quoting requirement at the NBBO from 750 to 
500. The Exchange also proposes to clarify that the quoting requirement 
would be on an average daily basis, calculated monthly. Further, the 
Exchange proposes that the current credit would be a monthly credit in 
any month that an MPID qualifies for the credit. Finally, the Exchange 
proposes that the current maximum of $50,000 per ETP Holder for all of 
the ETP Holder's MPIDs would be on a per month basis.
Proposed Additional Monthly Quoting Credit
    In order to further encourage quoting on the Exchange in UTP 
Securities, the Exchange proposes to offer a monthly quoting credit in 
addition to the transaction fees and credits specified in Section I.B 
of the Price List and in addition to the current monthly quoting credit 
discussed above. Specifically, the Exchange proposes that ETP Holders 
that have one or more MPIDs quoting at the NBBO an average of at least 
10% of the time in 1,000 or more UTP Securities each in the billing 
month would be eligible for a monthly credit of $25,000 per qualifying 
ETP Holder.\13\
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    \13\ The Exchange also proposes two non-substantive changes. 
First, the heading of Section I.B. of the Price List would be 
changed to the plural ``Monthly Quoting Credits.'' Second, the 
phrase ``ETP Holders are eligible for the following credits:'' would 
be added to the first sentence of Section I.B. and the two monthly 
quoting credits broken out separately.
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Application and Impact of Proposed Rule Change
    The following example demonstrates the application and impact of 
the proposed changes to the current monthly quoting credit and the new 
proposed monthly quoting credit.
    For example, assume that an ETP Holder has 8 MPIDs and that in the 
billing month 6 of those 8 MPIDs quotes at least 10% at the NBBO in 800 
UTP Securities each on an average daily basis, calculated monthly, 
while the 2 remaining MPIDs quote at least 10% in 1,200 UTP Securities 
each on an average daily basis, calculated monthly. In this scenario, 
as a result of the $50,000 cap on MPID credits per ETP Holder, only 5 
of the 8 MPIDs would qualify for the monthly credit of $10,000 per 
MPID, for a total of $50,000, and the ETP Holder would qualify for the 
monthly credit of $25,000 since it had a least one MPID meeting the 
1,000 symbol requirement. The ETP Holder would accordingly receive 
$50,000 in MPID credits and $25,000 in firm credits, for a total of 
$75,000 in combined credits for the billing month.
    The purpose of the proposed changes is to provide ETP Holders with 
incentives to increase quoting on the Exchange in UTP Securities, which 
would support the quality of price discovery on the Exchange and 
provide additional liquidity for incoming orders. As noted, the 
Exchange operates in a competitive environment, particularly as it 
relates to attracting non-marketable orders, which add liquidity to the 
Exchange. The Exchange believes that incentivizing ETP Holders to quote 
at the NBBO in UTP Securities more frequently could attract additional 
orders to the Exchange and contribute to price discovery, especially in 
less liquid securities that may quote but not trade. In addition, 
additional liquidity-providing quotes benefit all market participants 
because they provide greater execution opportunities on the Exchange 
and improve the public quotation.
    The Exchange does not know how much order flow ETP Holders choose 
to route to other exchanges or to off-exchange venues. Currently, no 
ETP Holders qualify for the monthly quoting credit in UTP Securities 
and the Exchange believes that at least 3 additional ETP Holders could 
qualify for the credit based on the proposed changes. Since the 
proposed additional monthly credit for quoting on the Exchange in UTP 
Securities would be new, no ETP Holder currently qualifies for the 
proposed credit. However, without having a view of ETP Holder's 
activity on other exchanges and off-exchange venues, the Exchange has 
no way of knowing whether this proposed rule change would result in any 
ETP Holder increasing quoting on the Exchange in UTP Securities in 
order to qualify for revised current credit and the proposed new 
credit.
    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,\14\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\15\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members,

[[Page 16432]]

issuers and other persons using its facilities and does not unfairly 
discriminate between customers, issuers, brokers or dealers.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(4) & (5).
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The Proposal Is Reasonable
    As discussed above, the Exchange operates in a highly fragmented 
and 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.'' \16\
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    \16\ See Regulation NMS, 70 FR at 37499.
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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 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 
liquidity on an exchange. Stated otherwise, changes to exchange 
transaction fees can have a direct effect on the ability of an exchange 
to compete for order flow.
    Given this competitive environment, the proposal represents a 
reasonable attempt to increase quoting on the Exchange. As noted, the 
Exchange's market share of trading in Tapes A, B and C securities 
combined is under 1%.
    Specifically, the Exchange believes that revising the requirements 
to qualify for the current credit for quoting on the Exchange in UTP 
Securities and the proposed additional credit for quoting on the 
Exchange in UTP Securities are reasonable. The revised requirements for 
the current monthly credit and the proposed additional credit would 
provide ETP Holders with added incentives to increase quoting on the 
Exchange in UTP Securities, which would support the quality of price 
discovery on the Exchange and provide additional liquidity for incoming 
orders. The Exchange believes that incentivizing ETP Holders on the 
Exchange to quote at the NBBO more frequently could attract additional 
orders to the Exchange and contribute to price discovery. In addition, 
additional liquidity-providing quotes benefit all market participants 
because they provide greater execution opportunities on the Exchange 
and improve the public quotation. Similarly, the Exchange believes that 
revising the current credit to be a monthly credit in any month that an 
MPID qualifies for the credit is reasonable. The Exchange believes that 
a recurring monthly credit for meeting specified quoting requirements 
would encourage member organizations to increase their quoting on the 
Exchange in UTP Securities and would provide member organizations with 
an ongoing incentive to maintain that increased quoting from month to 
month in order to continue qualifying for the credit, up to the monthly 
maximum. The Exchange thus believes that a recurring monthly credit for 
meeting specified quoting requirements is a fair and reasonable way to 
increase and maintain quoting levels in UTP Securities on the Exchange. 
The Exchange notes that other exchanges offer similar recurring monthly 
credits to members based on quoting. For instance, the Exchange's 
affiliate New York Stock Exchange LLC offers recurring monthly credits 
to its Designated Market Makers for meeting specified quoting 
percentage and other requirements in NYSE listed securities.\17\
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    \17\ See New York Stock Exchange Price List 2020 at pp. 11-12, 
available at https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf.
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    Finally, the Exchange also believes the proposed non-substantive 
changes are reasonable and 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 increased clarity and 
transparency on the Price List, thereby reducing potential confusion.
    Given the competitive environment in which the Exchange currently 
operates, the proposed rule change accordingly constitutes a reasonable 
attempt to increase liquidity on the Exchange and improve the 
Exchange's market share relative to its competitors.
The Proposal Is an Equitable Allocation of Fees
    The Exchange believes the proposal equitably allocates its fees 
among its market participants by fostering liquidity provision and 
stability in the marketplace. Moreover, the proposal is an equitable 
allocation of fees because it would reward ETP Holders for increasing 
their quoting on the Exchange in UTP Securities. As such, it is 
equitable to offer ETP Holders an additional, higher credit for quoting 
in UTP Securities.
    Currently, no ETP Holders qualify for the current monthly quoting 
credit for quoting on the Exchange in UTP Securities. As previously 
noted, there are a number of other ETP Holders that could qualify for 
the current credit based on the proposed changes but without a view of 
ETP Holder activity on other exchanges and off-exchange venues, the 
Exchange has no way of knowing whether the proposed rule change would 
result in any ETP Holder qualifying for either the proposed revised 
current credit or the proposed additional credit. The Exchange believes 
the proposed credits are reasonable as they would provide an incentive 
for ETP Holders to direct order flow to the Exchange and provide 
meaningful added levels of liquidity in order to qualify for the 
credits, thereby contributing to depth and market quality on the 
Exchange.
    The proposal neither targets nor will it have a disparate impact on 
any particular category of market participant. All ETP Holders would be 
eligible to qualify for the proposed credits by quoting on the Exchange 
in UTP Securities. ETP Holders must have an assigned MPID to quote and 
trade on the Exchange, and are thus all ETP Holders would be equally 
eligible to receive the current and proposed credit. As noted above, 
the Exchange operates in a competitive environment, particularly as it 
relates to attracting non-marketable orders, which add liquidity to the 
Exchange. The Exchange believes that revising the requirements to 
qualify for the current credit for quoting in UTP Securities and 
offering an additional, higher credit for quoting on the Exchange in 
UTP Securities would provide an added incentive to increase quoting on 
the Exchange in UTP Securities, which would support the quality of 
price discovery on the Exchange and provide additional liquidity for 
incoming orders.
The Proposal Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly 
discriminatory. In the prevailing competitive environment, ETP Holders 
are free to disfavor the Exchange's pricing if they believe that 
alternatives offer them better value.
    The Exchange believes it is not unfairly discriminatory to lower 
the requirements to qualify for the current quoting credit and to 
provide a higher credit based on enhanced quoting at the

[[Page 16433]]

NBBO in UTP Securities insofar as the proposed lower requirements and 
new credit would be provided on an equal basis to all similarly 
situated ETP Holders that add liquidity to the Exchange, who would all 
be eligible for the same credits if they meet the quoting and other 
requirements on an equal basis. Moreover, providing the current quoting 
credit in any month that an MPID qualifies and providing the cap per 
ETP Holder of $50,000 for the current credit on a per month basis would 
also be provided on equal basis to all ETP Holders. ETP Holders must 
have an assigned MPID to quote and trade on the Exchange, and are thus 
all ETP Holders would be equally eligible to receive the same proposed 
credit.
    The Exchange also believes that the proposed change is not unfairly 
discriminatory because it is reasonably related to the value to the 
Exchange's market quality associated with higher volume. The Exchange 
believes the proposed credits would incentivize ETP Holders to send 
more orders to the Exchange and to increase quoting on the Exchange in 
order to qualify for the proposed credits, which would support the 
quality of price discovery on the Exchange and provide additional 
liquidity for incoming orders. Further, quoting and submitting orders 
to the Exchange is optional for ETP Holders in that they could choose 
whether to quote or submit orders to the Exchange and, if they do, the 
extent of their activity in this regard.
    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,\18\ 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 additional quoting in UTP 
Securities and the submission of additional liquidity to a public 
exchange, thereby 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 
integrated competition among orders, which promotes ``more efficient 
pricing of individual stocks for all types of orders, large and 
small.'' \19\
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    \18\ 15 U.S.C. 78f(b)(8).
    \19\ Regulation NMS, 70 FR at 37498-99.
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    Intramarket Competition. The proposed changes are designed to 
increase quoting on the Exchange in UTP Securities and attract 
additional order flow to the Exchange. The Exchange believes that the 
proposed changes would continue to incentivize market participants to 
quote in UTP Securities and direct order flow to the Exchange. 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 on the Exchange. The proposed revised requirements 
for the current credit and the proposed new credit 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. As noted, 
the Exchange's market share of trading in Tapes A, B and C securities 
combined is less than 1%. 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.

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) \20\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \21\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 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) \22\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \22\ 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-2020-17 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-2020-17. 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

[[Page 16434]]

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-2020-17 and should be submitted on or before April 13, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-06003 Filed 3-20-20; 8:45 am]
BILLING CODE 8011-01-P