[Federal Register Volume 86, Number 25 (Tuesday, February 9, 2021)]
[Notices]
[Pages 8817-8819]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02589]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91048; File No. SR-NYSE-2021-09]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Section 907.00 of the Manual

February 3, 2021.
    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 26, 2021, New York Stock Exchange LLC (``NYSE'' 
or the ``Exchange'') 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 Section 907.00 of the Manual to 
clarify the application of that rule. 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
    Section 907.00 of the Manual sets forth complimentary products and 
services that issuers are entitled to receive in connection with their 
NYSE listing. The Exchange offers certain complimentary products and 
services and access to discounted third-party products and services 
through the NYSE Market Access Center to listed issuers. The Exchange 
also provides complimentary market surveillance products and services 
(with a commercial value of approximately $55,000 annually), Web-
hosting products and services (with a commercial value of approximately 
$16,000 annually), web-casting services (with a commercial value of 
approximately $6,500 annually), market analytics products and services 
(with a commercial value of approximately $30,000 annually), and news 
distribution products and services (with a commercial value of 
approximately $20,000 annually) to Eligible New Listings \4\ and 
Eligible Transfer Companies \5\ based on the following tiers: \6\
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    \4\ For the purposes of Section 907.00, the term ``Eligible New 
Listing'' means (i) any U.S. company that lists common stock on the 
Exchange for the first time and any non-U.S. company that lists an 
equity security on the Exchange under Section 102.01 or 103.00 of 
the Manual for the first time, regardless of whether such U.S. or 
non-U.S. company conducts an offering and (ii) any U.S. or non-U.S. 
company emerging from a bankruptcy, spinoff (where a company lists 
new shares in the absence of a public offering), and carve-out 
(where a company carves out a business line or division, which then 
conducts a separate initial public offering).
    \5\ For purposes of Section 907.00, the term ``Eligible Transfer 
Company'' means any U.S. or non-U.S. company that transfers its 
listing of common stock or equity securities, respectively, to the 
Exchange from another national securities exchange. For purposes of 
Section 907.00, an ``equity security'' means common stock or common 
share equivalents such as ordinary shares, New York shares, global 
shares, American Depository Receipts, or Global Depository Receipts.
    \6\ Section 907.00 provides for separate service entitlements 
for Acquisition Companies listed under Section 102.06 and the 
issuers of Equity Investment Tracking Stocks listed under Section 
102.07.

    Tier A: For Eligible New Listings and Eligible Transfer 
Companies with a global market value of $400 million or more, in 
each case calculated as of the date of listing on the Exchange, the 
Exchange offers market surveillance, market analytics, web-hosting, 
webcasting, and news distribution products and services.
    Tier B: For Eligible New Listings and Eligible Transfer 
Companies with a global market value of less than $400 million, in 
each case calculated as of the date of listing on the Exchange, the 
Exchange offers Web-hosting, market analytics, web-casting, and news 
distribution products and services.

    On January 11, 2021, the Commission approved the Exchange's 
proposal to provide all the additional complimentary products and 
services described above to Eligible New Listings

[[Page 8818]]

and Eligible Transfer Companies for a period of 48 months.\7\ Eligible 
New Listings and Eligible Transfer Companies that listed on the 
Exchange prior to January 11, 2021 are not entitled to receive such 
services for 48 months, but instead for the shorter period of 24 months 
under the prior version of the rule applicable when they listed on the 
Exchange. As the Exchange stated in SR-NYSE-2020-94, ``[t]he proposed 
amendment would be applicable to Eligible New Listings and Eligible 
Transfer Companies that list on or after the date of SEC approval of 
the proposal.'' \8\ The Exchange now proposes to add text to Section 
907.00 to make it clear that only Eligible New Listings and Eligible 
Transfer Companies that list on or after January 11, 2021 are entitled 
to receive these services for a period of 48 months, while Eligible New 
Listings and Eligible Transfer Companies that listed before that date 
are entitled to receive such services for a period of 24 months. The 
Exchange believes this clarification is appropriate to avoid any 
confusion by making the rule text explicit.
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    \7\ See Securities Exchange Act Release No. 90893 (January 11, 
2021) (SR-NYSE-2020-94).
    \8\ See Securities Exchange Act Release No. 90466 (November 20, 
2020), 85 FR 76129, note 2 at 76129.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally.\9\ 
Section 6(b)(5) \10\ of the Act requires, among other things, that 
exchange rules promote just and equitable principles of trade and that 
they are not designed to permit unfair discrimination between issuers, 
brokers or dealers. The Exchange believes that the proposal is designed 
to promote just and equitable principles of trade, as it provides 
clarification and transparency in the text of Section 907.00 as to how 
that rule is applied to Eligible New Listings and Eligible Transfers 
that listed prior to the most recent amendment to that rule, without 
changing the substance of that application in any way.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 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 not necessary or appropriate in 
furtherance of the purposes of the Act. As noted above, the proposal is 
designed to clarify rule text and provide transparency in a manner 
consistent with a previously approved rule amendment and does not 
result in any substantive change in the application of the rule. The 
proposal is therefore non substantive in nature and the Exchange does 
not believe it imposes any burden on 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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\ 
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 prior to 
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 \13\ and Rule 19b-
4(f)(6)(iii) thereunder.\14\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 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 complied with this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \15\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\16\ 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 Commission believes 
that waiver of the 30-day operative delay is consistent with the 
protection of investors and the public interest because it will allow 
the Exchange to immediately provide clarification and transparency in 
the text of Section 907.00 as to how that rule is applied to Eligible 
New Listings and Eligible Transfers that listed prior to the 
implementation of the most recent amendment to Section 907.00.\17\ 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposal operative upon filing.\18\
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    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
    \17\ See supra note 7.
    \18\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule change'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 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) \19\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \19\ 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-NYSE-2021-09 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-NYSE-2021-09. 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

[[Page 8819]]

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-2021-09, and should be 
submitted on or before March 2, 2021.
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    \20\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02589 Filed 2-8-21; 8:45 am]
BILLING CODE 8011-01-P