[Federal Register Volume 87, Number 159 (Thursday, August 18, 2022)]
[Notices]
[Pages 50906-50909]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17749]



[[Page 50906]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95498; File No. SR-NYSE-2022-37]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt a New Rule 7.39 and Delete Current Rules 900-907

August 12, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on August 5, 2022, 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\ 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 (1) adopt a new Rule 7.39 governing its 
Off-Hours Trading Facility based on the rule adopted by its affiliate 
NYSE American LLC for the Pillar trading platform, and (2) delete 
current Rules 900-907 governing Off-Hours Trading. 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 (1) adopt a new Rule 7.39 governing its Off-
Hours Trading Facility based on the rule adopted by its affiliate NYSE 
American LLC for the Pillar trading platform, and (2) delete current 
Rules 900-907 governing Off-Hours Trading.
Background
    In 2017, in connection with the transition to the Pillar trading 
platform, the Exchange's affiliate NYSE American LLC (then NYSE MKT 
LLC) (``NYSE American'') adopted NYSE American Rule 7.39E in order to 
maintain certain functionality in its Off-Hours Trading Facility. At 
the time, NYSE American Rules 900--Equities through 907--Equities 
governed off-hours trading activity on NYSE American.\3\ NYSE American 
Rules 900--Equities through 907--Equities were based in turn on the 
Exchange's current Rules 900-907.\4\ When NYSE American added Rule 
7.39E, it described how each element of Rule 7.39E was related to 
former NYSE American Rules 900-Equities through 907- Equities.\5\
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    \3\ See Securities Exchange Act Release No. 80590 (May 4, 2017), 
82 FR 21843, 21847 (May 10, 2017) (SR-NYSEMKT-2017-01) (Order 
Granting Accelerated Approval of Proposed Rule Change, as Modified 
by Amendment No. 1, To Adopt New Equity Trading Rules To Transition 
Trading on the Exchange From a Floor-Based Market With a Parity 
Allocation Model to a Fully Automated Market With a Price-Time 
Priority Model on the Exchange's New Trading Technology Platform, 
Pillar).
    \4\ See Securities Exchange Act Release No. 58705 (Oct. 1, 
2008), 73 FR 58995 (Oct. 8, 2008) (SR-Amex-2008-63) (approving 
adoption of new equity trading rules by NYSE American that are 
substantially identical to the equity trading rules of NYSE).
    \5\ See Securities Exchange Act Release No. 79993 (February 9, 
2017), 82 FR 10814, 10822-10823 (February 15, 2017) (SR-NYSEMKT-
2017-01) (``NYSE American Notice'').
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    As described in NYSE American Rule 7.39E, the only functionality 
available on its Off-Hours Trading Facility following the transition to 
Pillar is for ETP Holders to enter aggregate-price coupled orders. NYSE 
American Rules 900--Equities through 907--Equities were designated as 
inapplicable to trading on the Pillar trading platform and later 
deleted.\6\
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    \6\ See Securities Exchange Act Release No. 82212 (December 4, 
2017), 82 FR 58036 (December 8, 2017) (SR-NYSEAMER-2017-34) (Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Exchange Rules To Delete Obsolete Cash Equities Rules That Are 
Not Applicable to Trading on the Pillar Trading Platform and To 
Delete Other Obsolete Rules).
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    NYSE American recently determined to cease offering an after-hours 
crossing session and that it would delete NYSE American Rule 7.39E.
    Currently, the Exchange offers an off-hours trading facility known 
as Crossing Session II pursuant to NYSE Rules 900-907 that operates 
between 4:00 p.m. and 6:30 p.m.\7\ Like the NYSE American after-hours 
trading facility, the NYSE's off-hours trading facility only accepts 
aggregate-price coupled orders. In 2018, NYSE began its own multi-phase 
transition to the Pillar trading platform.\8\ As described below, the 
Exchange proposes to continue to offer the current functionality 
pursuant to an updated and streamlined rule modeled on NYSE American 
Rule 7.39E that reflects current Pillar terminology.
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    \7\ See Securities Exchange Act Release No. 52026 (July 13, 
2005), 70 FR 41806 (July 20, 2005) (SR-NYSE-2005-26) (Order) 
(extending hours of operation of Crossing Session II from 4:00 p.m. 
to 6:30 p.m., instead of 6:15 p.m.); NYSE Information Memo 05-57 
(August 19, 2005).
    \8\ See Securities Exchange Act Release No. 82945 (March 26, 
2018), 83 FR 13553 (March 29, 2018) (SR-NYSE-2017-36) (Notice of 
Filing of Amendment No. 1 and Order Granting Accelerated Approval of 
a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt New 
Equity Trading Rules To Trade Securities Pursuant to Unlisted 
Trading Privileges, Including Orders and Modifiers, Order Ranking 
and Display, and Order Execution and Routing on Pillar, the 
Exchange's New Trading Technology Platform); Securities Exchange Act 
Release No. 85962 (May 29, 2019), 84 FR 26188 (June 5, 2019) (SR-
NYSE-2019-05) (Notice of Filing of Amendment No. 3 and Order 
Granting Accelerated Approval of Proposed Rule Change, as Modified 
by Amendment No. 3, To Amend NYSE Rules 7.31, 7.36, 7.37; Make 
Conforming Amendments to NYSE Rules 1.1, 7.11, 7.12, 7.16, 7.18, 
7.32, 7.34, and 7.36; and Amend the Preambles on Current Exchange 
Rules Relating to Their Applicability to the Pillar Trading 
Platform).
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Proposed Rule Change
    The Exchange proposes to delete Rules 900-907 and add new Rule 7.39 
to describe the Exchange's Off-Hours-Trading Facility. With this 
proposed rule change, the Exchange would permit member organizations to 
enter into the Off-Hours Trading Facility Aggregate-Price Coupled 
Orders, defined as orders to buy or sell a group of securities, which 
group includes no fewer than 15 Exchange-listed or traded securities 
having a total market value of $1 million or more. The Exchange would 
not otherwise change the functionality available on the current Off-
Hours Trading Facility. The Exchange believes that proposed Rule 7.39, 
which would be located in the rule book together with rules describing 
trading on the Exchange and is based on NYSE American Rule 7.39E, would 
streamline the Exchange's rules and make them easier to navigate.

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    Proposed Rule 7.39 would be titled ``Off-Hours Trading'' and the 
current ``Reserved'' designation would be deleted.
    Proposed Rule 7.39(a) would provide that Rule 7.39 would apply to 
all Exchange contracts made on the Exchange through its ``Off-Hours 
Trading Facility.'' This proposed rule text is identical to current 
NYSE American Rule 7.39E(a).
    Proposed Rule 7.39(b) would establish the definitions for the Off-
Hours Trading Facility.
    Proposed Rule 7.39(b)(i) would define the term ``Aggregate-Price 
Coupled Order'' to mean an order to buy or sell a group of securities, 
which group includes no fewer than 15 Exchange-listed or traded 
securities having a total market value of $1 million or more. This 
proposed definition is identical to that in NYSE American Rule 
7.39E(b)(i).
    Proposed Rule 7.39(b)(ii) would define the term ``Off-Hours Trading 
Facility,'' to mean the Exchange facility that permits member 
organizations to effect securities transactions on the Exchange under 
proposed Rule 7.39. Except for the non-substantive difference to use 
the term ``member organization'' rather than ``ETP Holder,'' proposed 
Rule 7.39(b)(ii) would be identical to NYSE American Rule 7.39E(b)(ii). 
Proposed Rule 7.39(b)(ii) would also define the term ``Off-Hours 
Trading'' to mean trading through the Off-Hours Trading Facility. This 
text is based on NYSE American Rule 7.39E(b)(ii) without difference. 
Because the Exchange would only be trading Aggregate-Price Coupled 
Orders in the Off-Hours Trading Facility, the Exchange proposes that 
Rule 7.39(b) would not include definitions for ``closing price,'' 
``closing-price order,'' or ``guaranteed price coupled order,'' which 
are defined in current Rule 900(e)(ii)-(iv).
    Proposed Rule 7.39(c) would establish that only such NMS Stocks, as 
the Exchange may specify, including Exchange-listed securities and UTP 
Securities, would be eligible to trade in the Off-Hours Trading 
Facility. The proposed rule text is based on NYSE American Rule 
7.39E(c) without difference.
    Proposed Rule 7.39(d) would establish the procedures for entering 
Aggregate-Price Coupled Orders into the Off-Hours Trading Facility. As 
proposed, a member organization may only enter into the Off-Hours 
Trading Facility an Aggregate-Price Coupled Order to buy (sell) that is 
matched with an Aggregate-Price Coupled Order to sell (buy) the same 
quantities of the same securities, including in odd lot and mixed lot 
quantities. The proposed rule text is based on NYSE American Rule 
7.39E(d) with a non-substantive difference to use the term ``member 
organization'' instead of ``ETP Holder.''
    Proposed Rule 7.39(d)(i) would provide that transactions effected 
through the Off-Hours Trading Facility pursuant to Aggregate-Price 
Coupled Orders may be for delivery at such time as the parties entering 
the orders may agree. The proposed rule text is identical to NYSE 
American Rule 7.39E(d)(i).
    Proposed Rule 7.39(d)(ii) would provide that member organizations 
would mark all sell orders as ``long'' as appropriate. The proposed 
rule text is based on NYSE American Rule 7.39E(d)(ii) with a non-
substantive difference to use the term ``member organization'' instead 
of ``ETP Holder.''
    Proposed Rule 7.39(d)(iii) would provide that each side of an 
Aggregate-Price Coupled Order entered on a matched basis would be 
traded on entry against the other side without regard to the priority 
of other orders entered into the Off-Hours Trading Facility. The 
proposed rule text would be identical to NYSE American Rule 
7.39E(d)(iii).
    Proposed Rule 7.39(d)(iv) would provide that a transaction 
described in the Rule would be an Exchange contract that is binding in 
all respects and without limit on the member organization that enters 
any of the transaction's component orders and that the member 
organization would be fully responsible for the Exchange contract. The 
proposed rule text is identical to NYSE American Rule 7.39E(d)(iv) with 
non-substantive differences to use the term ``member organization'' 
instead of ``ETP Holder.''
    Proposed Rule 7.39(e) would provide that each member organization 
would report to the Exchange such information, in such manner, and at 
such times, as the Exchange may from time to time prescribe in respect 
of Off-Hours Trading, including reports relating to Off-Hours Trading 
orders, proprietary or agency activity and activity in related 
instruments. This proposed rule text is based on NYSE American Rule 
7.39E(e) with a non-substantive difference to use the term ``member 
organization'' instead of ``ETP Holder.''
    Proposed Rule 7.39(f) would provide that each member organization 
would maintain and preserve such records, in such manner, and for such 
period of time, as the Exchange may from time to time prescribe in 
respect of Off-Hours Trading, including, but not limited to, records 
relating to orders, cancellations, executions and trading volume, 
proprietary trading activity, activity in related instruments and 
securities and other records necessary to allow the member organization 
to comply with the reporting provisions of proposed paragraph (e) of 
proposed Rule 7.39. The proposed rule text is based on NYSE American 
Rule 7.39E(f) with non-substantive differences to use the term ``member 
organization'' instead of ``ETP Holder.''
    Proposed Rule 7.39(g) would provide that notwithstanding a trading 
halt in any security (other than a trading halt pursuant to Rule 7.12 
(Trading Halts Due to Extraordinary Market Volatility)) or a corporate 
development, member organizations may enter Aggregate-Price Coupled 
Orders into the Off-Hours Trading Facility under this Rule. The 
proposed rule text is based on NYSE American Rule 7.39E(g) with non-
substantive differences to cross-reference Rule 7.12 instead of Rule 
7.12E and to use the term ``member organizations'' instead of ``ETP 
Holders.''
    The Exchange notes that, like its affiliate, the Exchange would not 
include rule text from Rule 903(d)(ii) and Rule 906(b) in proposed Rule 
7.39E because these provisions relate to Floor-based use of the Off-
Hours Trading Facility, which the Exchange proposes would not be 
available once the new rule is operative. In addition, the Exchange 
proposes that proposed Rule 7.39 would not include any provisions from 
Rule 907, which describes now obsolete crossing session functionality.
    Finally, the Exchange will announce the implementation date by 
Trader Update. Although the Exchange is not proposing any new or 
different functionality for its the Off-Hours Trading Facility, the 
Exchange wants to provide member organizations utilizing the Off-Hours 
Trading Facility with sufficient time to transition to the new rule 
set. The Exchange anticipates that the proposed change will be 
implemented on September 1, 2022.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\9\ in general, and furthers the objectives of Section 6(b)(5),\10\ 
in particular, because 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, to remove 
impediments to, and perfect the mechanism of, a free and open market

[[Page 50908]]

and a national market system and, in general, to protect investors and 
the public interest.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes that proposed Rule 7.39 would 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system because it would permit member 
organizations to continue using the Exchange's off-hours trading 
facility pursuant to a streamlined and updated rule that reflects 
current Pillar terminology. As noted, the Exchange proposes to adopt 
NYSE American's streamlined rule for off-hours trading utilizing Pillar 
terminology to permit entry into the Off-Hours Trading Facility of 
Aggregate-Price Coupled Orders, defined as orders to buy or sell a 
group of securities, which group includes no fewer than15 Exchange-
listed or traded securities having a total market value of $1 million 
or more. The Exchange believes that using text based on NYSE American 
Rule 7.39E would remove impediments and perfect the mechanism of a free 
and open market and a national market system because, as described in 
the NYSE American Notice, NYSE American Rule 7.39E is based on former 
NYSE American Rule 900--Equities through Rule 907--Equities, which in 
turn were based on NYSE Rules 900-907. The proposed rule, like the NYSE 
American rule on which it is based, would permit member organizations 
to enter Aggregate-Price Coupled Orders while deleting obsolete text 
and references and updating the rule language to reflect trading on the 
Pillar trading platform. As such, the proposed rule change would foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities and would remove impediments to and perfect 
the mechanism of a free and open market and a national market system.

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 Act. The Exchange believes that 
the proposed rules would promote competition by providing a streamlined 
and modernized rule governing off-hours trading on the Exchange based 
on the version adopted by the Exchange's affiliate without substantive 
differences. The Exchange believes that the proposed rules would not 
impose any burden on competition that is not necessary or appropriate 
because the proposed rules are designed to provide member organizations 
with continuity in utilizing the after-hours facility by offering the 
ability to enter Aggregate-Price Coupled Orders as currently provided 
for under the Rule 900 Series while deleting obsolete text and 
references and updating the rule language to reflect trading on the 
Pillar trading platform.

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) 
requires a self-regulatory organization to give the Commission 
written notice of its 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) \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 on September 1, 2022.
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    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission believes that waiver of the operative delay is 
consistent with the protection of investors and the public interest 
because it will allow member organizations to continue to utilize the 
Exchange's current off-hours trading facility without interruption. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposal operative on September 1, 2022.\17\
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    \17\ For purposes only of accelerating the operative date of 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. 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) \18\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \18\ 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-2022-37 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-2022-37. 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

[[Page 50909]]

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-2022-37 and should be submitted on or before September 8, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17749 Filed 8-17-22; 8:45 am]
BILLING CODE 8011-01-P