[Federal Register Volume 89, Number 35 (Wednesday, February 21, 2024)]
[Notices]
[Pages 13132-13133]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-03449]



[[Page 13132]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99533; File No. SR-NYSE-2024-06]


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

February 14, 2024.
    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 February 6, 2024, 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 delete current Rule 7.39 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 delete current Rule 7.39 governing Off-Hours 
Trading.
    The Exchange adopted Rule 7.39 in 2022 in order to continue 
offering an off-hours trading facility known as Crossing Session II 
(``CS II'') pursuant to an updated and streamlined rule that reflected 
Pillar terminology.\4\ Rule 7.39 permits NYSE member organizations to 
enter aggregate-price coupled orders for securities, defined as orders 
to buy or sell a group of securities that have a total market value of 
$1 million or more and that are comprised of 15 or more securities 
listed or traded on the NYSE, which includes UTP securities.
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    \4\ See Securities Exchange Act Release No. 95498 (August 12, 
2022), 87 FR 50906, 50906-07 (August 18, 2022) (SR-NYSE-2022-37) 
(Notice of Filing and Immediate Effectiveness of Proposed Rule 
Change To Adopt a New Rule 7.39 and Delete Current Rules 900-907). 
Rules 900 through 907 governing off-hours trading activity on the 
Exchange were deleted when Rule 7.39 was adopted. See id.
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    In 2023, the Exchange determined to cease offering an after-hours 
crossing session and decommission the Off-Hours Trading Facility, 
effective January 31, 2024. The Exchange announced the implementation 
date by Trader Update.\5\ In connection with the effective 
decommissioning of the Off-Hours Trading Facility, the Exchange 
proposes to delete Rule 7.39 in its entirety.
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    \5\ On June 30, 2023, the Exchange announced that it would cease 
offering CS II and decommission the Off-Hours Trading Facility on 
December 29, 2023. On August 3, 2023, the Exchange announced that it 
would cease offering CS II and decommission the Off-Hours Trading 
Facility on January 31, 2024.
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2. Statutory Basis
    The proposed rule change is consistent with section 6(b) of the 
Act,\6\ in general, and furthers the objectives of section 6(b)(5),\7\ 
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 
and a national market system and, in general, to protect investors and 
the public interest.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes that deleting Rule 7.39 
following the decommissioning of the Off-Hours Trading Facility 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 by deleting obsolete rules, thereby adding clarity, 
transparency and consistency to the Exchange's rulebook. By making the 
proposed change, the Exchange would ensure that its rules are 
consistent with the existing functionality offered by the Exchange, 
thereby promoting clarity and transparency in its rules. The Exchange 
believes that the change would not be inconsistent with the public 
interest and the protection of investors because investors will not be 
harmed and in fact would benefit from the increased clarity and 
transparency that the change would introduce, thereby reducing 
potential confusion.
    The Exchange further believes that the proposed rule change would 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system and, in general, protect investors 
and the public interest, because it would remove any potential 
confusion among market participants that may result if the Exchange 
retained rules governing its Off-Hours Trading Facility after the 
Exchange decommissioned it.
    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

    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. Specifically, the Exchange 
believes that decommissioning its Off-Hours Trading Facility would not 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange further 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate because the proposed 
change is designed to promote clarity and consistency, thereby reducing 
burdens on the marketplace and facilitating investor protection.

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 \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
Because the proposed rule change does not: (i) significantly affect the 
protection of investors or the public interest; (ii)

[[Page 13133]]

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 
\10\ and Rule 19b-4(f)(6)(iii) thereunder.\11\
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 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) \12\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\13\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing.
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    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Exchange has represented that it no longer offers an after-
hours crossing session and has decommissioned its off-hours trading 
facility. The Exchange asserts that permitting the rule filing to 
become operative immediately would thereby alleviate potential investor 
or market participant confusion that could result from the Exchange 
retaining obsolete rules on its rulebook relating to functionality the 
Exchange no longer offers.
    The Commission agrees that retaining the rule text in the 
Exchange's rulebook may create investor confusion about the 
availability of off-hours trading on the Exchange. Accordingly, the 
Commission believes that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposal operative upon filing.\14\
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    \14\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of 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) \15\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \15\ 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSE-2024-06 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-NYSE-2024-06. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-NYSE-2024-06 and should be 
submitted on or before March 13, 2024.

    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), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03449 Filed 2-20-24; 8:45 am]
BILLING CODE 8011-01-P