[Federal Register Volume 88, Number 16 (Wednesday, January 25, 2023)]
[Notices]
[Pages 4872-4874]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-01403]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96711; File No. SR-NYSEAMER-2023-06]


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

January 19, 2023.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on January 12, 2023, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.

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[[Page 4873]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the NYSE American Equities Price 
List (the ``Price List'') with respect to certain regulatory fees 
related to the Central Registration Depository (``CRD'' or ``CRD 
system''), which are collected by the Financial Industry Regulatory 
Authority, Inc. (``FINRA''). The Exchange proposes to implement the fee 
change on January 12, 2023. 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 to amend the Price List with respect to 
certain regulatory fees collected by FINRA for use of CRD.\4\ The 
Exchange proposes to implement the fee changes effective January 12, 
2023.\5\
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    \4\ CRD is the central licensing and registration system for the 
U.S. securities industry. The CRD system enables individuals and 
firms seeking registration with multiple states and self-regulatory 
organizations to do so by submitting a single form, fingerprint 
card, and a combined payment of fees to FINRA. Through the CRD 
system, FINRA maintains the qualification, employment, and 
disciplinary histories of registered associated persons of broker-
dealers.
    \5\ The Exchange originally filed to amend the Price List on 
January 3, 2023 (SR-NYSEAmer-2023-01). On January 12, 2023, SR-
NYSEAmer-2023-01 was withdrawn and replaced by this filing.
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    FINRA collects and retains certain regulatory fees via CRD for the 
registration of associated persons of Exchange ETP Holders that are not 
FINRA members (``Non-FINRA ETP Holders'').\6\ CRD fees are user-based, 
and there is no distinction in the cost incurred by FINRA if the user 
is a FINRA member or a Non-FINRA ETP Holders.
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    \6\ The Exchange originally adopted fees for use of the CRD 
system in 2003 and amended those fees in 2013 and 2022. See 
Securities Exchange Act Release No. 48066 (June 19, 2003), 68 FR 
38409 (June 27, 2003) (SR-Amex-2003-49); Securities Exchange Act 
Release No. 68630 (January 11, 2013), 78 FR 6152 (January 29, 2013) 
(SR-NYSEMKT-2013-01); Securities Exchange Act Release No. 93902 
(January 5, 2022), 87 FR 1461 (January 11, 2022) (SR-NYSEAmer-2021-
47). While the Exchange lists these fees in its Price List, it does 
not collect or retain these fees.
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    FINRA recently amended two of the fees assessed for use of the CRD 
system.\7\ Accordingly, the Exchange proposes to amend the Price List 
to mirror the fees assessed by FINRA, which will be implemented 
concurrently with the amended FINRA fee as of January 2023.\8\ 
Specifically, the Exchange proposes to amend the Price List to modify 
the fee charged to Non-FINRA ETP Holders for additional processing of 
each initial or amended Form U4, Form U5 or Form BD that includes the 
initial reporting, amendment, or certification of one or more 
disclosure events or proceedings from $110 to $155 \9\ and the fee for 
processing and posting to the CRD system each set of fingerprints 
submitted electronically to FINRA, plus any other charge that may be 
imposed by the U.S. Department of Justice for processing each set of 
fingerprints, from $15 to $20.\10\
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    \7\ See Securities Exchange Act Release No. 90176 (October 14, 
2020), 85 FR 66592 (October 20, 2020) (SR-FINRA-2020-032).
    \8\ The Exchange notes that it has only adopted the CRD system 
fees charged by FINRA to Non-FINRA ETP Holders when such fees are 
applicable. In this regard, certain FINRA CRD system fees and 
requirements are specific to FINRA members, but do not apply to NYSE 
American-only ETP Holders. Non-FINRA ETP Holders have been charged 
CRD system fees since 2003. See note 5, supra. ETP Holders that are 
also FINRA members are charged CRD system fees according to Section 
4 of Schedule A to the FINRA By-Laws.
    \9\ See Section (4)(b)(3) of Schedule A to the FINRA By-laws.
    \10\ See Section (4)(b)(4) of Schedule A to the FINRA By-laws.
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    The Exchange notes that the proposed change is not otherwise 
intended to address any other issues surrounding regulatory fees, and 
the Exchange is not aware of any problems that ETP Holders would have 
in complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\11\ in general, and furthers the 
objectives of Section 6(b)(4) \12\ of the Act, in particular, in that 
it is designed to provide for the equitable allocation of reasonable 
dues, fees, and other charges. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\13\ 
in that it is designed to promote just and equitable principles of 
trade, to foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect to, 
and facilitating transactions in securities, to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4).
    \13\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed fee change is reasonable 
because the fee will be identical to that adopted by FINRA as of 
January 2023 for use of the CRD system to submit an initial or amended 
Form U4, Form U5 or Form BD that includes the initial reporting, 
amendment, or certification of one or more disclosure events or 
proceedings and the posting to CRD each set of fingerprints submitted 
electronically to FINRA. The costs of operating and improving the CRD 
system are similarly borne by FINRA when a Non-FINRA ETP Holder uses 
the CRD system; accordingly, the fees collected for such use should, as 
proposed by the Exchange, mirror the fees assessed to FINRA members. In 
addition, as FINRA noted in amending its fees, it believes that its 
proposed pricing structure is reasonable and correlates fees with the 
components that drive its regulatory costs to the extent feasible. The 
Exchange further believes that the change is reasonable because it will 
provide greater specificity regarding the CRD system fees that are 
applicable to Non-FINRA ETP Holders. All similarly situated ETP Holders 
are subject to the same fee structure, and every ETP Holder must use 
the CRD system for registration and disclosure. Accordingly, the 
Exchange believes that the fees collected for such use should likewise 
increase in lockstep with the fees assessed to FINRA members, as is 
proposed by the Exchange.
    The Exchange also believes that the proposed fee change provides 
for the equitable allocation of reasonable fees and other charges, and 
does not unfairly discriminate between customers, issuers, brokers, and 
dealers. The fee applies equally to all individuals and firms required 
to report information the CRD system, and the proposed change will 
result in the same regulatory fees being charged to all ETP Holders 
required to report information to CRD

[[Page 4874]]

and for services performed by FINRA regardless of whether such ETP 
Holders are FINRA members. Accordingly, the Exchange believes that the 
fee collected for such use should increase in lockstep with the fee 
adopted by FINRA as of January 2023, as is proposed by the Exchange.

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

    In accordance with Section 6(b)(8) of the Act,\14\ 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. Specifically, the Exchange believes that the 
proposed change will reflect fees that will be assessed by FINRA as of 
January 2023 and will thus result in the same regulatory fees being 
charged to all ETP Holders required to report information to the CRD 
system and for services performed by FINRA, regardless of whether or 
not such ETP Holders are FINRA members.
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    \14\ See 15 U.S.C. 78f(b)(8).
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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 has become effective upon filing pursuant 
to Section 19(b)(3)(A) \15\ of the Act and paragraph (f) thereunder. At 
any time within 60 days of the filing of the proposed rule change, the 
Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.
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    \15\ 15 U.S.C. 78s(b)(3)(A).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEAMER-2023-06 on the subject line.

Paper Comments

     Send paper comments in triplicate to: Secretary, 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549-1090.

All submissions should refer to File Number SR-NYSEAMER-2023-06. 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-NYSEAMER-2023-06 and should be submitted 
on or before February 15, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-01403 Filed 1-24-23; 8:45 am]
BILLING CODE 8011-01-P