[Federal Register Volume 87, Number 249 (Thursday, December 29, 2022)]
[Notices]
[Pages 80231-80238]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-28372]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96583; File No. SR-NYSE-2022-56]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Its Price List

December 23, 2022.
    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 December 12, 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\ 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) eliminate the 
underutilized alternative Tier 2 Adding Credit qualification 
requirements and the underutilized alternative Step Up Adding Tier 3 
credits and requirements, and (2) revise and streamline the 
Supplemental Liquidity Provider (``SLP'') Adding Tiers by eliminating 
and combining the SLP step up tier and incremental tiers and replacing 
the discount for SLPs that are also Designated Market Makers (``DMMs'') 
with fixed levels. 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 amend it Price List to (1) eliminate the 
underutilized alternative Tier 2 Adding Credit qualification 
requirements and the underutilized alternative Step Up Adding Tier 3 
credits and requirements, and (2) revise and streamline the SLP Adding 
Tiers by eliminating and combining the SLP step up tier and incremental 
tiers and replacing the discount for SLPs that are also DMMs with fixed 
levels.
    The proposed changes respond to the current competitive environment 
where order flow providers have a choice of where to direct liquidity-
providing orders by offering further incentives for member 
organizations to send additional displayed liquidity to the Exchange.
    The Exchange proposes to implement the fee changes effective 
December 12, 2022.\4\
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    \4\ The Exchange originally filed to amend the Price List on 
December 1, 2022 (SR-NYSE-2022-55). On December 12, 2022, SR-NYSE-
2022-55 was withdrawn and replaced by this filing.
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Competitive Environment
    The Exchange operates in a highly competitive market. 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.'' \5\
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    \5\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final 
Rule) (``Regulation NMS'').
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    While Regulation NMS has enhanced competition, it has also fostered 
a ``fragmented'' market structure where trading in a single stock can 
occur across multiple trading centers. When multiple trading centers 
compete for order flow in the same stock, the Commission has recognized 
that ``such competition can lead to the fragmentation of order flow in 
that stock.'' \6\ Indeed, cash equity trading is currently dispersed 
across 16 exchanges,\7\ numerous alternative trading systems,\8\ and 
broker-dealer internalizers and wholesalers, all competing for order 
flow. Based on publicly-available information, no single exchange 
currently has more than 20% market share.\9\ Therefore, no exchange 
possesses significant pricing power in the execution of cash equity 
order flow. More specifically, the Exchange's share of executed volume 
of equity trades in Tapes A, B and C securities is less than 12%.\10\
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    \6\ See Securities Exchange Act Release No. 61358, 75 FR 3594, 
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on 
Equity Market Structure).
    \7\ See Cboe U.S Equities Market Volume Summary, available at 
https://markets.cboe.com/us/equities/market_share. See generally 
https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
    \8\ 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.
    \9\ See Cboe Global Markets U.S. Equities Market Volume Summary, 
available at http://markets.cboe.com/us/equities/market_share/.
    \10\ See id.
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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. With respect to non-marketable order flow that would provide 
displayed liquidity on an Exchange, member organizations can choose 
from any one of the 16 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 the competitive environment described above, the 
Exchange has established incentives for its member organizations who 
submit orders that provide liquidity on the

[[Page 80232]]

Exchange. The proposed changes are designed to continue to attract 
additional order flow to the Exchange by streamlining and revising the 
SLP Adding Tiers in order to further incentivize member organizations 
to submit additional displayed liquidity to, and quote aggressively in 
support of the price discovery process on, the Exchange.
Proposed Rule Change
    The Exchange proposes to eliminate underutilized alternative 
requirements and credits and revise and streamline the SLP Adding Tiers 
by eliminating and combining the SLP step up tier and incremental tiers 
and replacing the current DMM discount with fixed levels. The Exchange 
believes that the proposed changes to the SLP Adding Tiers, taken 
together, will make the SLP Adding Tiers easier for member 
organizations that are SLPs, including member organizations that are 
also DMMs, to utilize and will continue incentivizing submission of 
additional liquidity in Tape A, B and Tape C securities to a public 
exchange, thereby promoting price discovery and transparency and 
enhancing order execution opportunities for member organizations.
Deletion of Underutilized Requirements and Credits
    Current Tier 2 Adding Credit provides a $0.0020 credit for orders, 
other than MPL and Non-Display Reserve orders, that add liquidity to 
the Exchange if a member organization (1) has an average daily volume 
(``ADV'') that adds liquidity to the Exchange during the billing month 
(``Adding ADV''),\11\ that is at least 0.75% of NYSE CADV, and (2) 
executes MOC and LOC orders of at least 0.10% of NYSE CADV or executes 
an ADV during the billing month of at least one million shares in 
Retail Price Improvements Orders (``RPIs''). The purpose of providing 
an alternative way to qualify for the Tier 2 Adding Credit was to 
encourage member organizations to provide higher volumes of RPIs, which 
would contribute to the quality of the Exchange's market, particularly 
for retail investors.\12\
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    \11\ The terms ``ADV'' and ``CADV'' are defined in footnote * of 
the Price List.
    \12\ See Securities Exchange Act Release No. 72805 (August 11, 
2014), 79 FR 48274 (August 15, 2014) (SR-NYSE-2014-42).
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    The Exchange proposes to eliminate and remove the second method 
qualifying for the Tier 2 Adding Credit from the Price List. The method 
has been underutilized by member organizations insofar as member 
organizations qualifying for this tier are choosing not to provide 
higher volumes of RPIs. Currently, no member organizations qualify for 
the tiered credit based on the submission of RPIs. The Exchange does 
not anticipate that any other member organization in the near future 
would qualify for the tiered credit based on the alternative criteria 
proposed to be eliminated and that elimination of the alternative 
method is therefore appropriate.
    In addition, member organizations meeting the current Step Up 
Adding Tier 3 Adding Credit requirements \13\ and that also have (1) an 
adding ADV that is at least 0.45% of US CADV, and (2) Adding ADV 
setting the NBBO that is at least 0.18% of US CADV, qualify for the 
following credits instead of the existing credit combined with the 
incremental $0.0006 credit:
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    \13\ Under current Step Up Adding Tier 3, the Exchange provides 
an incremental $0.0006 credit in Tapes A, B and C securities for all 
orders from a qualifying member organization market participant 
identifier (``MPID'') or mnemonic that sets the National Best Bid or 
Offer (``NBBO'') or a new Best Bid or Offer (``BBO'') if the MPID or 
mnemonic: (1) has adding ADV in Tapes A, B and C Securities as a 
percentage of Tapes A, B and C CADV (``US CADV''), excluding 
liquidity added by a DMM, that is at least 50% more than the MPID's 
or mnemonic's Adding ADV in Tapes A, B and C securities in June 2020 
as a percentage of US CADV, and (2) is affiliated with a SLP that 
has an Adding ADV in Tape A securities at least 0.10% of NYSE CADV, 
and (3) has Adding ADV in Tape A securities as a percentage of NYSE 
CADV, excluding any liquidity added by a DMM, that is at least 
0.20%. For MPIDs or mnemonics of qualifying member organizations 
that are SLPs in a month where Tape A, Tape B and Tape C CADV 
combined equals or exceeds 13.0 billion shares per day for the 
billing month, CADV for that month will be subject to a cap of 13.0 
billion shares per day for the billing month, and in a month where 
NYSE CADV equals or exceeds 5.5 billion shares per day for the 
billing month, NYSE CADV for that month will be subject to a cap of 
5.5 billion shares per day for the billing month. Step Up Adding 
Tier 3 currently provides that the credit is in addition to the 
MPID's or mnemonic's current credit for adding liquidity and also 
does not count toward the combined limit on SLP credits of $0.0032 
per share provided for in the Incremental Credit per Share for 
affiliated SLPs whereby SLPs can qualify for incremental credits of 
$0.0001, $0.0002 or $0.0003. As discussed below, the Exchange 
proposes to delete the incremental credits and retain the combined 
limit on SLP credits of $0.0032 per share as set forth in current 
Bullet 2 associated with the SLP Adding Tiers. The phrase 
``Incremental Credit per Share for affiliated SLPs whereby SLPs can 
qualify for incremental credits of $0.0001, $0.0002 or $0.0003'' 
will accordingly be deleted from Step Up Adding Tier 3.
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     a $0.0036 for adding orders that set the NBBO, or
     a $0.0031 for all other displayed adding orders in Tape A, 
B and C Securities.
    The purpose of these incremental credits was to continue 
incentivizing member organizations to increase aggressively priced 
liquidity-providing orders that improve the market by setting the NBBO 
or a new BBO on the Exchange and encourage higher levels of liquidity, 
which supports the quality of price discovery on the Exchange and is 
consistent with the overall goals of enhancing market quality.\14\
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    \14\ See Securities Exchange Act Release No. 89754 (September 2, 
2020), 85 FR 55550 (September 8, 2020) (SR-NYSE-2020-71).
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    The Exchange proposes to eliminate and remove the Step Up Tier 3 
Adding Credit alternative requirements and associated credits from the 
Price List. The credits have been underutilized by member organizations 
insofar as the member organizations that have qualified for the 
alternative credits achieve higher credits under the current Step Up 
Tier 3 Adding tier and thus does not benefit from the incremental 
credits. The Exchange does not anticipate that any additional member 
organization in the near future would qualify for the incremental 
credits that are the subject of this proposed rule change.
Consolidation and Revision of SLP Adding Tiers
    The Exchange proposes to streamline and revise the SLP Adding Tiers 
to make it easier for member organizations that are SLPs, including 
member organizations that are also DMMs, to utilize and to further 
incentivize submission of additional liquidity in Tape A, B and Tape C 
securities to a public exchange, thereby promoting price discovery and 
transparency and enhancing order execution opportunities. Specifically, 
the revision would consist of the elimination of the SLP Step Up Tier, 
the three SLP incremental tiers, the alternative method to qualify for 
current SLP Tier 5 (proposed SLP Tier 7), and the replacement of the 
current discount for SLPs that are also DMMs based on a DMM's 
percentage of NYSE CADV in DMM assigned securities for the prior 
quarter with fixed rates, the introduction of a new SLP Tier 1 and a 
new SLP Tier 5, and a revision of the credits for current SLP Tier 1, 
Tier 2, Tier 3 (proposed new SLP Tier 2, Tier 3 and Tier 4). The step 
up credits previously available pursuant to the deleted Step Up Tier 
and SLP incremental tiers would be subsumed in the revised SLP Adding 
Tiers to be substantially in line with the combined credits SLPs 
currently receive in order not to disadvantage any SLPs currently 
qualifying for the deleted SLP incremental tiers.

[[Page 80233]]

Deletion of Tiers and Alternative Qualification and Credits
    The current SLP Step Up tier provides that an SLP adding liquidity 
to the Exchange receive a credit of $0.0018, or $0.0001 if a Non-
Displayed Reserve Order, if the SLP (1) meets the 10% average or more 
quoting requirement in an assigned security pursuant to Rule 107B, and 
(2) adds liquidity for all assigned SLP securities in the aggregate of 
an ADV of more than 0.085% of NYSE CADV over that SLPs' April 2018 
adding liquidity for all assigned SLP securities in the aggregate taken 
as a percentage of NYSE CADV.\15\ The step up tier was intended to 
provide greater incentives for SLPs to add liquidity to the 
Exchange.\16\ The Exchange proposes to remove the separate SLP Step Up 
Tier from the Price List. The credits have been underutilized by SLPs 
insofar as the only SLPs that qualified for the Step Up Tier credits 
achieve higher credits under other SLP tiers. In addition, as discussed 
below, the Exchange proposes a new SLP Tier 1 and SLP Tier 5 that, 
along with current SLP tiers, provide greater incentives for more SLPs 
to add more liquidity to the Exchange.
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    \15\ SLPs that are also DMMs and subject to Rule 107B(i)2)(A) 
must add liquidity for all assigned SLP securities in the aggregate 
(including shares of both an SLP-Prop and an SLMM of the same or an 
affiliated member organization) of an ADV of more than 0.085% of 
NYSE CADV over that SLPs' April 2018 adding liquidity for all 
assigned SLP securities in the aggregate (including shares of both 
an SLP-Prop and an SLMM of the same or an affiliated member 
organization) taken as a percentage of NYSE CADV after a discount of 
the percentage for the prior quarter of NYSE CADV in DMM assigned 
securities as of the last business day of the prior month. As 
discussed below, as part of the streamlining of the SLP 
requirements, the Exchange proposes to replace the discount of the 
percentage for the prior quarter of NYSE CADV in DMM assigned 
securities as of the last business day of the prior month with the 
requirement that SLPs that are also DMMs be registered as a DMM in 
at least 500 Tape A issues.
    \16\ See Securities Exchange Act Release No. 83929 (August 23, 
2018), 83 FR 44115 (August 29, 2018) (SR-NYSE-2018-37).
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    The Exchange similarly proposes to eliminate the three current SLP 
Incremental Tiers that provide incremental credits of $0.0001, $0.0002 
and $0.0003 to SLPs that (1) meet the 10% average or more quoting 
requirement in an assigned security pursuant to Rule 107B, and (2) add 
liquidity for all assigned SLP securities in the aggregate of an ADV of 
more than 0.10%, 0.15%, or 0.25% of NYSE CADV in the billing month over 
the SLP's adding liquidity for all assigned SLP securities in the 
aggregate as a percent of NYSE CADV in either the second quarter of 
2018, the third quarter of 2018 or the month of January 2021, whichever 
is lowest. The current combined SLP credits are currently capped at 
$0.0032 per share in a billing month as set forth in current footnote * 
in the column heading titled ``Tiered Display Incremental Credit.'' 
Current footnote * would be deleted as well.
    As discussed below, new SLP Tiers 1 and 5 along with renumbered SLP 
Tiers 2 (current SLP Tier 1), 3 (current SLP Tier 2) and 4 (current SLP 
Tier 3) reflect increased rates of $.0001, $.0002 and/or $.0003 that 
seek to incorporate the deleted step up rates in a way that does not 
disadvantage current SLPs by providing a combined credit that is in 
line with the combined credits SLPs are qualifying for under the 
current tiers. Renumbered SLP Tiers 6 (current SLP Tier 4) and 7 
(current SLP Tier 5) do not reflect the deleted SLP incremental 
credits.
    Finally, under current SLP Tier 5 (proposed new SLP Tier 7), an SLP 
that is either (1) is in the first two calendar months as an SLP, or 
(2) adds liquidity for all assigned SLP securities in the aggregate of 
an ADV of more than 0.03% of NYSE CADV after averaging less an adding 
ADV of than 0.01% in each of the prior 3 months, after a discount of 
the percentage for the prior quarter of NYSE CADV in DMM assigned 
securities as of the last business day of the prior month,\17\ would 
receive a credit of $0.0029, or $0.00105 if a Non-Displayed Reserve 
Order, if the SLP meets the 10% average or more quoting requirement in 
an assigned security pursuant to Rule 107B. The alternative 
qualification method was intended to provide greater incentives for 
less active SLPs to add liquidity to the Exchange.\18\ The Exchange 
proposes to delete the alternative qualification as underutilized 
insofar as no SLP has qualified for current SLP Tier 5 based on this 
alternative criteria. The Exchange does not anticipate that any 
additional member organization in the near future would qualify for the 
incremental credits that are the subject of this proposed rule change.
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    \17\ As discussed below, the Exchange proposes to eliminate the 
discount for SLPs that are also DMMs.
    \18\ See Securities Exchange Act Release No. 83424 (June 13, 
2018), 83 FR 28479 (June 19, 2018) (SR-NYSE-2018-27). When adopted, 
current SLP Tier 5 was SLP Tier 4.
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DMM Fixed Rates For Calculating Tier-Based Credits
    For SLPs that are also DMMs and subject to Rule 107B(i)(2)(A), the 
current SLP Tier 1, Tier 1A,\19\ Tier 2, Tier 3, Tier 4, Tier 5 and 
Step Up Tier requirements are after a discount of the percentage for 
the prior quarter of NYSE CADV in DMM assigned securities as of the 
last business day of the prior month.
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    \19\ SLP Tier 1A was merged into current SLP Tier 2 in 2021. See 
Securities Exchange Act Release No. 92898 (September 8, 2021), 86 FR 
51201 (September 14, 2021) (SR-NYSE-2021-49). The bullets in the 
Price List referencing SLP Tier 1A were inadvertently not updated.
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    The Exchange proposes to replace the dynamic discount with fixed 
rates that would be set forth in a new column titled ``SLP Adding ADV % 
Tape A CADV If DMM.'' As discussed below in connection with the 
individual SLP tiers, the requirements would range from 0.08% to 0.55%. 
The Exchange believes that fixed percentages represent a clearer and 
easier to understand benchmark for determining the appropriate credit 
for SLPs that provide liquidity to the Exchange rather than a monthly 
rolling calculation utilizing the most recent quarter's percentage of 
DMM CADV.
    In addition, the Exchange proposes that the fixed rates would apply 
to SLPs that are also DMMs subject to Rule 107B(i)(2)(A) and that are 
registered as a DMM in at least 500 Tape A securities. Bullet 1 
immediately beneath the chart setting forth the SLP Adding Tiers 
currently sets forth the requirements for SLPs that are also DMMs. As 
amended, Bullet 1 would become new footnote * in the new proposed 
column.
Proposed SLP Tier 1
    Proposed SLP Tier 1 would be new and would seek to incorporate the 
equivalent the SLP Incremental Tier rates. As proposed, under new SLP 
Tier 1 an SLP adding liquidity to the Exchange in Tape A securities 
would receive a credit of $0.0032, or $0.0012 if a Non-Displayed 
Reserve Order, if the SLP (1) meets the 10% average or more quoting 
requirement in an assigned security pursuant to Rule 107B, and (2) adds 
liquidity for all assigned SLP securities in the aggregate (including 
shares of both an SLP-Prop and an SLMM of the same or an affiliated 
member organization) \20\ of an ADV of more than 1.00% (or 0.080% for 
SLPs that meet the SLP Cross Tape Tier 1 Incentive) of NYSE CADV or, 
with respect to an SLP that is also a DMM subject to Rule 107B(i)(2)(a) 
and that is registered in at least 500 Tape A issues, more than 0.55% 
of NYSE CADV.
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    \20\ Under Rule 107B, an SLP can be either a proprietary trading 
unit of a member organization (``SLP-Prop'') or a registered market 
maker at the Exchange (``SLMM''). For purposes of the 10% average or 
more quoting requirement in assigned securities pursuant to Rule 
107B, quotes of an SLP-Prop and an SLMM of the same member 
organization are not aggregated. However, for purposes of adding 
liquidity for assigned SLP securities in the aggregate, shares of 
both an SLP-Prop and an SLMM of the same member organization are 
included.

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[[Page 80234]]

    The Exchange believes that the new tier will continue to provide 
incentives for SLPs to add more liquidity to the Exchange. The Exchange 
does not know how much order flow member organizations choose to route 
to other exchanges or to off-exchange venues. Since the proposed tier 
is new, the Exchange does not know how many SLPs and their affiliates 
could qualify for the proposed tiered credits based on their current 
trading profile on the Exchange. However, without having a view of 
member organization's activity on other exchanges and off-exchange 
venues, the Exchange believes that additional SLPs and affiliated firms 
could qualify for the new tier if they choose direct order flow to, and 
increase quoting on, the Exchange. However, without having a view of 
member organization'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 member organization directing orders to the 
Exchange in order to qualify for the new tier.
Proposed SLP Tier 2
    Proposed SLP Tier 2 is current SLP Tier 1. Under current SLP Tier 
1, an SLP adding liquidity to the Exchange in Tape A securities would 
receive a credit of $0.0029, or $0.0012 if a Non-Displayed Reserve 
Order, if the SLP (1) meets the 10% average or more quoting requirement 
in an assigned security pursuant to Rule 107B, and (2) adds liquidity 
for all assigned SLP securities in the aggregate (including shares of 
both an SLP-Prop and an SLMM of the same or an affiliated member 
organization) of an ADV of more than 0.90% (or 0.75% for SLPs that meet 
the SLP Cross Tape Tier 1 Incentive) of NYSE CADV or, with respect to 
an SLP that is also a DMM subject to Rule 107B(i)(2)(a), more than 
0.90% (or 0.75% for SLPs that are also DMMs and meet the SLP Cross Tape 
Tier 1 Incentive) after a discount of the percentage for the prior 
quarter of NYSE CADV in DMM assigned securities as of the last business 
day of the prior month.
    The Exchange proposes to increase the credit for displayed orders 
by $.0002 to $0.0031. The credit for Non-Displayed Reserve Orders would 
remain unchanged. The higher credit is generally in line with the 
credit for SLPs that qualify with the current SLP Tier 1 and SLP 
Incremental Tier credits.
    In addition, as proposed, an SLP that is also a DMM subject to Rule 
107B(i)(2)(a) and that is registered in at least 500 Tape A issues, 
would be required to add liquidity for all assigned SLP securities in 
the aggregate (including shares of both an SLP-Prop and an SLMM of the 
same or an affiliated member organization) of an ADV of more than 0.45% 
of NYSE CADV. The tier's other requirements would remain unchanged.
Proposed SLP Tier 3
    Proposed SLP Tier 3 is current SLP Tier 2. Under current SLP Tier 
2, an SLP adding liquidity to the Exchange in Tape A securities would 
receive a credit of $0.00275, or $0.00105 if a Non-Displayed Reserve 
Order, if the SLP (1) meets the 10% average or more quoting requirement 
in an assigned security pursuant to Rule 107B, and (2) adds liquidity 
for all assigned SLP securities in the aggregate (including shares of 
both an SLP-Prop and an SLMM of the same or an affiliated member 
organization) of an ADV of more than 0.60% of NYSE CADV or, with 
respect to an SLP that is also a DMM subject to Rule 107B(i)(2)(a), 
more than 0.60% after a discount of the percentage for the prior 
quarter of NYSE CADV in DMM assigned securities as of the last business 
day of the prior month.
    The Exchange proposes to increase the credit by $.0002 to $0.00305. 
The credit for Non-Displayed Reserve Orders would remain unchanged. The 
higher credit is generally in line with the credit for SLPs that 
qualify with the current SLP Tier 3 and SLP Incremental Tier credits.
    In addition, as proposed, an SLP that is also a DMM subject to Rule 
107B(i)(2)(a) and that is registered in at least 500 Tape A issues, 
would be required to add liquidity for all assigned SLP securities in 
the aggregate (including shares of both an SLP-Prop and an SLMM of the 
same or an affiliated member organization) of an ADV of more than 0.36% 
of NYSE CADV. The tier's requirements and credit would otherwise remain 
unchanged.
Proposed SLP Tier 4
    Proposed SLP Tier 4 is current SLP Tier 3. Under current SLP Tier 
3, an SLP adding liquidity to the Exchange in Tape A securities would 
receive a credit of $0.0026, or $0.0009 if a Non-Displayed Reserve 
Order, if the SLP (1) meets the 10% average or more quoting requirement 
in an assigned security pursuant to Rule 107B, and (2) adds liquidity 
for all assigned SLP securities in the aggregate (including shares of 
both an SLP-Prop and an SLMM of the same or an affiliated member 
organization) of an ADV of more than 0.45% of NYSE CADV or, with 
respect to an SLP that is also a DMM subject to Rule 107B(i)(2)(a), 
more than 0.45% after a discount of the percentage for the prior 
quarter of NYSE CADV in DMM assigned securities as of the last business 
day of the prior month.
    The Exchange proposes to increase the credit by $.0003 to 0.0029 
credit. The credit for Non-Displayed Reserve Orders would remain 
unchanged. The higher credit is generally in line with the credit for 
SLPs that qualify with the current SLP Tier 3 and SLP Incremental Tier 
credits.
    In addition, as proposed, an SLP that is also a DMM subject to Rule 
107B(i)(2)(a) and that is registered in at least 500 Tape A issues, 
would be required to add liquidity for all assigned SLP securities in 
the aggregate (including shares of both an SLP-Prop and an SLMM of the 
same or an affiliated member organization) of an ADV of more than 0.24% 
of NYSE CADV. The tier's requirements and credit would otherwise remain 
unchanged.
Proposed SLP Tier 5
    Proposed SLP Tier 5 would be new and would seek to incorporate 
credits from the current SLP Incremental Tier credits. As proposed, 
under new SLP Tier 5 an SLP adding liquidity to the Exchange in Tape A 
securities would receive a credit of $0.0026, or $0.0006 if a Non-
Displayed Reserve Order, if the SLP (1) meets the 10% average or more 
quoting requirement in an assigned security pursuant to Rule 107B, and 
(2) adds liquidity for all assigned SLP securities in the aggregate 
(including shares of both an SLP-Prop and an SLMM of the same or an 
affiliated member organization) of an ADV of more than 0.025% of NYSE 
CADV or, with respect to an SLP that is also a DMM subject to Rule 
107B(i)(2)(a) and that is registered in at least 500 Tape A issues, 
more than 0.18% of NYSE CADV.
    The Exchange believes that the new tier will continue to provide 
incentives for SLPs to add more liquidity to the Exchange. The Exchange 
does not know how much order flow member organizations choose to route 
to other exchanges or to off-exchange venues. Since the proposed tier 
is new, the Exchange does not know how many SLPs and their affiliates 
could qualify for the proposed tiered credits based on their current 
trading profile on the Exchange. However, without having a view of 
member organization's activity on other exchanges and off-exchange 
venues, the Exchange believes that additional SLPs and affiliated firms 
could qualify for the new tier if they choose direct order flow to, and 
increase

[[Page 80235]]

quoting on, the Exchange. However, without having a view of member 
organization'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 member organization directing orders to the Exchange in 
order to qualify for the new tier.
Proposed SLP Tier 6
    Proposed SLP Tier 6 is current SLP Tier 4. The requirements and 
credits for qualifying under proposed SLP Tier 6 would remain 
unchanged.
    As proposed, an SLP that is also a DMM subject to Rule 
107B(i)(2)(a) and that is registered in at least 500 Tape A issues, 
would be required to add liquidity for all assigned SLP securities in 
the aggregate (including shares of both an SLP-Prop and an SLMM of the 
same or an affiliated member organization) of an ADV of more than 0.08% 
of NYSE CADV in order to qualify for the credit of $0.0023 or $0.0006 
if a Non-Displayed Reserve Order.
Proposed SLP Tier 7
    Proposed SLP Tier 7 is current SLP Tier 5. As described above, the 
alternative method to qualify for this tier would be eliminated. The 
Exchange proposes no other changes to this tier. Since there is no 
volume requirement for the tier, there would be no associated NYSE ADV 
requirement for a SLP that is also a DMM. The Exchange would therefore 
add ``No requirement in first 2 calendar months if DMM'' to the new SLP 
Adding ADV column.
Changes to Chart Bullets
    The Exchange proposes the following changes to the general 
information bullets immediately following the SLP Adding Tiers chart. 
As noted above, the current first bullet would become new footnote *.
    The Exchange would add a new first bullet restating the first 
sentence in footnote * to the incremental tiers that the Exchange 
proposes to delete. The bullet would provide that combined SLP credits, 
including additional credits above, shall not exceed $0.0032 per share 
in a billing month.
    The current second bullet provides that SLPs that meet the 
requirements of one of the above tiers (Tiers 1A, 2, 3, 4 and the SLP 
Step Up Tier) and add liquidity in Tapes B and C securities of at least 
0.25% of Tape B and Tape C CADV combined, will receive an additional 
credit of $0.0001 if at SLP Step Up Tier, SLP Tier 3, SLP Tier 2, SLP 
Tier 1A or $0.00005 if at SLP Tier 1, SLP Tier 4 and SLP Tier 5.
    The Exchange would amend the bullet as follows. First, the clause 
enumerating the tiers would be deleted. Second, the tiers eligible for 
the $0.0001 additional credit would be updated to reflect new SLP Tiers 
3, 4, 5, 6, or 7. Finally, the tiers eligible for the $0.00005 
additional credit would be updated to reflect new SLP Tier 1 or 2. 
Further, the Exchange would add a new clause providing that these 
additional credits of $0.0001 or $0.00005, along with the credit for 
the SLP Tape A Tier in Tape B and C Securities that appears in the 
``Transaction Fees and Credits for Tape B and C Securities'' section of 
the Price List, would be subject to a limit of $0.0032 per share.
    Finally, the current third bullet provides that in current SLP Tier 
1 and Tier 5, SLPs receive an additional $0.00005 per share for adding 
liquidity, other than MPL and Non-Display Reserve orders, in securities 
where they are not assigned as an SLP or do not meet the 10% average or 
more quoting requirement in an assigned security pursuant to Rule 107B. 
The Exchange proposes to add SLP Tier 2 and update current SLP Tier 5 
to proposed SLP Tier 7. As proposed, Bullet 3 would provide that the 
additional $0.00005 would be available to SLPs in SLP Tier 1, Tier 2 
and Tier 7.
    The proposed changes are not otherwise intended to address other 
issues, and the Exchange is not aware of any significant problems that 
market participants would have in complying with the proposed changes.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\21\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\22\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities, is designed to prevent fraudulent and 
manipulative acts and practices and to promote just and equitable 
principles of trade, and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

The Proposed Fee Change Is Reasonable Deletion of Underutilized 
Requirements and Credits
    The Exchange believes that the proposed elimination of the 
underutilized alternative Tier 2 Adding Credit qualification 
requirements, the underutilized alternative Step Up Adding Tier 3 
credits and requirements, and the underutilized alternative 
qualification requirements of current SLP Tier 5 are reasonable because 
member organizations have underutilized these incentives. As noted, the 
second method qualifying for the Tier 2 Adding Credit from the Price 
List has been underutilized by member organizations insofar as member 
organizations qualifying for this tier are choosing not to provide 
higher volumes of RPIs. Currently, no member organizations qualify for 
the tiered credit based on the submission of RPIs. Similarly, the Step 
Up Tier 3 Adding Credit alternative requirements and associated credits 
have been underutilized by member organizations insofar as the member 
organizations that qualified for the alternative credits achieve higher 
credits under the current Step Up Tier 3 Adding tier and thus does not 
benefit from the incremental credits. Finally, current SLP Tier 5 
alternative qualification method has been underutilized insofar as no 
SLP has qualified for current SLP Tier 5 based on this alternative 
criteria. In each case, the Exchange does not anticipate that any 
additional member organization in the near future would qualify for the 
credits that are the subject of this proposed rule change. The Exchange 
believes it is reasonable to eliminate credits when such incentives 
become underutilized. The Exchange also believes eliminating 
underutilized incentives would also add clarity and transparency to the 
Price List.
Consolidation and Revision of the SLP Adding Tiers
    The Exchange believes that the proposed changes to the SLP Adding 
Tiers, taken together, are reasonable. The Exchange believes that 
subsuming the separate step up and incremental tiers in the SLP adding 
tiers would make the SLP Adding Tiers easier for member organizations 
that are SLPs to utilize and will continue to provide an incentive for 
member organizations to send additional liquidity providing orders to 
the Exchange in Tape A securities. In addition, the Exchange believes 
that introducing new SLP Tiers 1 and 5 as part of the revision in order 
to subsume some of the deleted credits is also reasonable and would 
continue to provide an incentive for member organizations to send 
additional liquidity providing orders to the Exchange in Tape A 
securities. Since the proposed tiers would be new, no member 
organization currently qualifies

[[Page 80236]]

for the proposed pricing tiers. As previously noted, without a view of 
member organization activity on other exchanges and off-exchange 
venues, the Exchange has no way of knowing whether the proposed rule 
change would result in any member organization qualifying for either 
tier. The Exchange believes the proposed credits are reasonable as it 
would provide an incentive for member organizations to direct their 
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. As noted above, the Exchange 
operates in a highly competitive environment, particularly for 
attracting non-marketable order flow that provides liquidity on an 
exchange.
    Similarly, replacing the dynamic discount with fixed rates in DMM 
assigned securities is reasonable. As noted above, the Exchange 
believes that fixed percentages represent a fairer benchmark for 
determining the appropriate credit for market participants that provide 
liquidity to the Exchange rather than a calculation utilizing the most 
recent quarter's percentage of DMM CADV. The Exchange believes that 
more accurate and fairer discounts would incentivize these market 
participants to increase the orders sent directly to the Exchange and 
therefore provide liquidity that supports the quality of price 
discovery and promotes market transparency. Further, the Exchange 
believes that the proposed benchmark is equitable because it would 
apply to all similarly situated SLPs and provide credits that are 
reasonably related to the value of an exchange's market quality 
associated with higher volumes.
    Finally, the Exchange believes that requiring SLPs that are DMMs 
subject to Rule 107B(i)(2)(A) to be registered as a DMM in at least 500 
Tape A securities is also reasonable. Rule 107B(i)(2)(A) prohibits a 
DMM from acting as a SLP in the same securities in which it is a DMM, 
so requiring a SLP that is also a DMM to be registered as a DMM in at 
least 500 securities could incentivize smaller and new DMMs to register 
as a DMM in more securities. In addition, two of the Exchange's three 
DMMs already meet the requirement, and the Exchange believes that the 
third DMM, plus future DMMs, could reach that number.
The Proposed Change Is an Equitable Allocation of Fees and Credits
Deletion of Underutilized Requirements and Credits
    The Exchange believes the proposed elimination of the underutilized 
qualification requirements and credits equitably allocates fees among 
its market participants because the underutilized requirements and 
credits the Exchange proposes to eliminate would be eliminated in their 
entirety, and would no longer be available to any member organization 
in any form. Similarly, the Exchange believes the proposal equitably 
allocates fees among its market participants because elimination of the 
underutilized requirements and credits would apply to all similarly-
situated member organizations that are SLPs on an equal basis. All such 
member organizations would continue to be subject to the same fee 
structure, and access to the Exchange's market would continue to be 
offered on fair and nondiscriminatory terms.
Consolidation and Revision of the SLP Adding Tiers
    The Exchange believes the proposal to consolidate and revise the 
SLP Adding Tiers equitably allocates its fees among its market 
participants by fostering liquidity provision and stability in the 
marketplace. As noted, the proposed changes will eliminate step up and 
incremental tiers and subsume those credits into seven adding tiers 
that the Exchange believes will make it easier for member organizations 
to utilize and will continue to provide an incentive for member 
organizations to send additional liquidity providing orders to the 
Exchange in Tape A securities. The Exchange believes that offering two 
new SLP adding tiers as part of the revision equitably allocates its 
fees among its market participants. The proposed changes would 
encourage the submission of additional liquidity to a national 
securities exchange, thereby promoting price discovery and transparency 
and enhancing order execution opportunities for member organizations 
from the substantial amounts of liquidity that are present on the 
Exchange. The proposed changes would also encourage the submission of 
additional orders that add liquidity, thus providing price improving 
liquidity to market participants and increasing the quality of order 
execution on the Exchange's market, which would benefit all market 
participants. Moreover, the proposed changes are equitable because they 
would apply equally to all qualifying SLPs that submit orders to the 
NYSE and add liquidity to the Exchange.
    In addition, as noted, the Exchange believes that the proposed 
fixed rates for DMMs would result in a fairer benchmark for market 
participants that provide liquidity to the Exchange. The Exchange 
believes that that the proposed benchmark is equitable because it would 
apply to all similarly situated SLPs and provide credits that are 
reasonably related to the value of an exchange's market quality 
associated with higher volumes. Similarly, the Exchange believes that 
requiring SLPs that are DMMs subject to Rule 107B(i)(2)(A) to be 
registered as a DMM in at least 500 Tape A securities is also equitable 
since it would apply to all similarly situated SLPs that are also DMMs. 
As noted, two of the Exchange's three DMMs already meet the 
requirement, and the Exchange believes that the third could also reach 
that number.
The Proposed Fee Change Is Not Unfairly Discriminatory
Deletion of Underutilized Requirements and Credits
    The Exchange believes that the proposed elimination of 
underutilized requirements and credits is not unfairly discriminatory 
because it neither targets nor will it have a disparate impact on any 
particular category of market participant. The Exchange believes that 
the proposal is not unfairly discriminatory because the proposed 
elimination of the underutilized alternative Tier 2 Adding Credit 
qualification requirements, the underutilized alternative Step Up 
Adding Tier 3 credits and requirements, and the underutilized 
alternative qualification requirements of current SLP Tier 5 would 
affect all similarly-situated market participants on an equal and non-
discriminatory basis. The Exchange believes that eliminating 
requirements and credits that are underutilized and ineffective would 
no longer be available to any member organization on an equal basis. 
The Exchange also believes that the proposed change would protect 
investors and the public interest because the deletion of underutilized 
credits would make the Price List more accessible and transparent.
Consolidation and Revision of the SLP Adding Tiers
    The Exchange believes that the proposal is not unfairly 
discriminatory. In the prevailing competitive environment, member 
organizations are free to disfavor the Exchange's pricing if

[[Page 80237]]

they believe that alternatives offer them better value.
    The Exchange believes that the proposal is not unfairly 
discriminatory because it neither targets nor will it have a disparate 
impact on any particular category of market participant. The proposed 
cap for calculating monthly combined CADV for Step Up Adding Tier 3 
credits for adding liquidity to the Exchange also does not permit 
unfair discrimination because the proposed changes would apply to all 
similarly situated market participants on an equal and non-
discriminatory basis. The Exchange believes that eliminating 
requirements and credits that are underutilized and ineffective would 
no longer be available to any member organization on an equal basis. 
The Exchange also believes that the proposed change would protect 
investors and the public interest because the deletion of underutilized 
credits would make the Price List more accessible and transparent.
    The Exchange believes its proposal to offer two new SLP adding 
tiers is not unfairly discriminatory because the proposal would be 
provided on an equal basis to all member organizations that add 
liquidity by meeting the new proposed requirements, who would all be 
eligible for the same credits on an equal basis. Accordingly, no member 
organization already operating on the Exchange would be disadvantaged 
by this allocation of fees. The proposal neither targets nor will it 
have a disparate impact on any particular category of market 
participant. The proposal does not permit unfair discrimination because 
the qualification criteria would be applied to all similarly situated 
member organizations, who would all be eligible for the same credits on 
an equal basis. Finally, as noted, the Exchange believes the proposal 
would provide an incentive for member organizations to continue to send 
orders that provide liquidity to the Exchange, to the benefit of all 
market participants.
    The Exchange believes that the proposed fixed rates for DMMs is 
equitable because it would apply to all similarly situated SLPs that 
are also DMMs and provide credits that are reasonably related to the 
value of an exchange's market quality associated with higher volumes. 
The proposal does not permit unfair discrimination because the 
qualification criteria would be applied to all similarly situated 
member organizations, who would all be eligible for the same 
requirement on an equal basis. For similar reasons, the Exchange 
believes that requiring SLPs that are DMMs subject to Rule 
107B(i)(2)(A) to be registered as a DMM in at least 500 Tape A 
securities is also not unfairly discriminatory. The proposed 
requirement would apply to all similarly situated SLPs that are also 
DMMs. As noted, two of the Exchange's three DMMs already meet the 
requirement, and the Exchange believes that the third could also reach 
that number.
    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,\23\ 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 relating to the elimination of an 
underutilized requirements and credits and, as such, would not have any 
impact on intra- or inter-market competition because the proposed 
change is solely designed to accurately reflect the services that the 
Exchange currently offers, thereby adding clarity to the Price List. 
Moreover, the proposed changes to SLP Adding Tiers would encourage the 
submission of additional liquidity to a public exchange, thereby 
promoting market depth, price discovery and transparency and enhancing 
order execution opportunities for member organizations. The Exchange 
believes that this could promote competition between the Exchange and 
other execution venues, including those that currently offer similar 
order types and comparable transaction pricing, by encouraging 
additional orders to be sent to the Exchange for execution. 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.'' \24\
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b)(8).
    \24\ Regulation NMS, 70 FR at 37498-99.
---------------------------------------------------------------------------

    Intramarket Competition. The proposed changes are in part designed 
to attract additional order flow to the Exchange. The Exchange believes 
that the proposed changes would continue to incentivize market 
participants to direct displayed order flow to the Exchange. Greater 
liquidity benefits all market participants on the Exchange by providing 
more trading opportunities and encourages member organizations to send 
orders, thereby contributing to robust levels of liquidity, which 
benefits all market participants on the Exchange. The current credits 
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. As noted, the 
proposal would apply to all similarly situated member organizations on 
the same and equal terms, who would benefit from the proposed change on 
the same basis. Accordingly, 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. 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) \25\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \26\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78s(b)(3)(A).
    \26\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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

[[Page 80238]]

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) \27\ of the Act to determine 
whether the proposed rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-2022-56 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-2022-56. 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-2022-56, and should be submitted on 
or before January 19, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
---------------------------------------------------------------------------

    \28\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-28372 Filed 12-28-22; 8:45 am]
BILLING CODE 8011-01-P