[Federal Register Volume 85, Number 99 (Thursday, May 21, 2020)]
[Notices]
[Pages 31017-31019]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-10935]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88891; File No. SR-NYSE-2020-45]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Extend the Temporary Period for Commentaries to Rules 7.35, 7.35A, 
7.35B, and 7.35C

May 15, 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 May 15, 2020, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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 extend the temporary period for 
Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C to end on the 
earlier of the reopening of the Trading Floor facilities or after the 
Exchange closes on May 22, 2020. 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to modify the temporary period for 
Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C to end on the 
earlier of the reopening of the Trading Floor facilities or after the 
Exchange closes on May 22, 2020. The current temporary period that 
these Rules are in effect ends on the earlier of the reopening of the 
Trading Floor facilities or after the Exchange closes on May 15, 2020.
    To slow the spread of COVID-19 through social-distancing measures, 
on March 18, 2020, the CEO of the Exchange made a determination under 
Rule 7.1(c)(3) that, beginning March 23, 2020, the Trading Floor 
facilities located at 11 Wall Street in New York City would close and 
the Exchange would move, on a temporary basis, to fully electronic 
trading.\4\ Pursuant to Rule 7.1(e), the CEO notified the Board of 
Directors of the Exchange of this determination.
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    \4\ The Exchange's current rules establish how the Exchange will 
function fully-electronically. The CEO also closed the NYSE American 
Options Trading Floor, which is located at the same 11 Wall Street 
facilities, and the NYSE Arca Options Trading Floor, which is 
located in San Francisco, CA. See Press Release, dated March 18, 
2020, available here: https://ir.theice.com/press/press-releases/all-categories/2020/03-18-2020-204202110.
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    For the period while the Trading Floor is temporarily closed, the 
Exchange has modified the rules governing Auctions to add the following 
Commentaries that are in effect until the earlier of the reopening of 
the Trading Floor facilities or after the Exchange closes on May 15, 
2020:
     Commentary .01 to Rule 7.35C; \5\
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    \5\ See Securities Exchange Act Release No. 88413 (March 18, 
2020), 85 FR 16713 (March 24, 2020) (SR-NYSE-2020-19).
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     Commentary .01 to Rule 7.35A; Commentary .01 to Rule 
7.35B; and Commentary .02 to Rule 7.35C; \6\
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    \6\ See Securities Exchange Act Release No. 88444 (March 20, 
2020), 85 FR 17141 (March 26, 2020) (SR-NYSE-2020-22).
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     Commentary .02 to Rule 7.35A; \7\
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    \7\ See Securities Exchange Act Release No. 88488 (March 26, 
2020), 85 FR 18286 (April 1, 2020) (SR-NYSE-2020-23).
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     Commentary .03 to Rule 7.35A; \8\
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    \8\ See Securities Exchange Act Release No. 88546 (April 2, 
2020), 85 FR 19782 (April 8, 2020) (SR-NYSE-2020-28).
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     Commentary .03 to Rule 7.35C; \9\
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    \9\ See Securities Exchange Act Release No. 88562 (April 3, 
2020), 85 FR 20002 (April 9, 2020) (SR-NYSE-2020-29).
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     Commentary .04 to Rule 7.35A; \10\
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    \10\ See Securities Exchange Act Release No. 88705 (April 21, 
2020), 85 FR 23413 (April 27, 2020) (SR-NYSE-2020-35).
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     Commentary .01 to Rule 7.35; \11\ and
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    \11\ See Securities Exchange Act Release No. 88725 (April 22, 
2020), 85 FR 23583 (April 28, 2020) (SR-NYSE-2020-37).
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     Commentary .02 to Rule 7.35B. \12\
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    \12\ See Securities Exchange Act Release No. 88829 (May 6, 
2020), 85 FR 28115 (May 12, 2020) (SR-NYSE-2020-41). The rule text 
filed with this proposed rule change unintentionally changed the end 
date of Commentary .01 to Rule 7.35B to May 29, 2020 instead of May 
15, 2020. With this proposed rule change, the end date for all 
Commentaries will be the same.
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    The Exchange proposes to amend the above-listed Commentaries to 
extend the end date of such temporary rules to May 22, 2020, which is 
the last day when the Trading Floor facilities will be fully closed. 
With this proposed extension, such Commentaries would be in effect 
until the earlier of the reopening of the Trading Floor facilities or 
after the Exchange closes on May 22, 2020. The Exchange is not 
proposing any substantive changes to these Rules.

[[Page 31018]]

2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\13\ in general, and furthers the objectives of Section 6(b)(5) of 
the Act,\14\ in particular, in 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 persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
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    Due to social-distancing measures implemented throughout the 
country, including in New York City, to reduce the spread of COVID-19, 
the CEO of the Exchange made a determination under Rule 7.1(c)(3) that 
beginning March 23, 2020, the Trading Floor facilities located at 11 
Wall Street in New York City would close and the Exchange would move, 
on a temporary basis, to fully electronic trading.
    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system because the Exchange will remain temporarily 
closed past May 15, 2020. Accordingly, the Exchange believes that the 
temporary rule changes in effect pursuant to the Commentaries to Rules 
7.35, 7.35A, 7.35B, and 7.35C, which are intended to be in effect 
during the temporary period while the Trading Floor is closed to 
prevent the spread of COVID-19. The Exchange is not proposing any 
substantive changes to these Rules.
    The Exchange believes that, by clearly stating that this relief 
will be in effect through the earlier of the reopening of the Trading 
Floor facilities or the close of the Exchange on May 22, 2020, market 
participants will have advance notice of the temporary period during 
which the Commentaries to Rules 7.35, 7.35A, 7.35B, and 7.35C will be 
in effect.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change is 
not designed to address any competitive issues but rather would extend 
the period during which Commentary .01 to Rule 7.35; Commentaries .01, 
.02, .03, and .04 to Rule 7.35A; Commentaries .01 and .02 to Rule 
7.35B; and Commentaries .01, .02, and .03 to Rule 7.35C will be in 
effect. These Commentaries are intended to be in effect during the 
temporary period while the Trading Floor is closed and currently expire 
on May 15, 2020. Because the Trading Floor will remain fully closed 
until May 22, 2020, the Exchange proposes to extend the temporary 
period to be the earlier of earlier of the reopening of the Trading 
Floor facilities or after the Exchange closes on May 22, 2020.

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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act \17\ and Rule 19b-
4(f)(6) thereunder.\18\
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    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6).
    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \19\ normally 
does not become operative for 30 days after the date of the filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\20\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The proposal would extend 
the period during which Commentary .01 to Rule 7.35; Commentaries .01, 
.02, .03, and .04 to Rule 7.35A; Commentaries .01 and .02 to Rule 
7.35B; and Commentaries .01, .02, and .03 to Rule 7.35C will be in 
effect for one more week, until May 22, 2020, without any substantive 
changes to these Commentaries. The Exchange has represented that these 
Commentaries are intended to be in effect during the temporary period 
while the Trading Floor is closed, and would currently expire on May 
15, 2020. The Exchange also has represented that the Trading Floor will 
now remain fully closed until May 22, 2020. The Commission notes that, 
without a waiver of the operative delay, the Commentaries would cease 
to apply while the Exchange's Trading Floor facilities are still 
closed. For these reasons, the Commission believes that waiver of the 
30-day operative delay is consistent with the protection of investors 
and the public interest. Accordingly, the Commission hereby waives the 
30-day operative delay and designates the proposal operative upon 
filing.\21\
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    \19\ 17 CFR 240.19b-4(f)(6).
    \20\ 17 CFR 240.19b-4(f)(6)(iii).
    \21\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the 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 to 
determine whether the proposed rule change should be approved or 
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-NYSE-2020-45 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 31019]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2020-45. 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-NYSE-2020-45, and should be submitted on 
or before June 11, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(12), (59).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-10935 Filed 5-20-20; 8:45 am]
 BILLING CODE 8011-01-P