[Federal Register Volume 89, Number 160 (Monday, August 19, 2024)]
[Notices]
[Pages 67120-67124]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-18474]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100720; File No. SR-NYSE-2024-23]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change To Amend Section 703.12(II) of the NYSE Listed 
Company Manual To Expand the Circumstances Under Which Rights May Be 
Listed on the NYSE

August 13, 2024.

I. Introduction

    On April 29, 2024, the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to amend Section 703.12(II) of 
the NYSE Listed Company Manual (``Manual'') to expand the circumstances 
under which rights may be listed on the NYSE by allowing issuers to (i) 
issue rights to more than existing shareholders for a class of 
securities that is listed or to be listed on the Exchange, and (ii) 
list and trade rights on the Exchange prior to listing the security 
into which such rights will be exercisable. The proposed rule change 
was published for comment in the Federal Register on May 15, 2024.\3\ 
On June 26, 2024, pursuant to Section 19(b)(2) of the Act,\4\ the 
Commission designated a longer period within which to approve the 
proposed rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.\5\ The Commission has

[[Page 67121]]

received no comment letters on the proposed rule change. The Commission 
is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 
\6\ to determine whether to approve or disapprove the proposed rule 
change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 100102 (May 10, 
2024), 89 FR 42543 (Notice of Filing of Proposed Rule Change to 
Amend Section 703.12(II) of the NYSE Listed Company Manual to Expand 
the Circumstances Under Which Rights May Be Listed on the NYSE) 
(``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 100437, 89 FR 54894 
(July 2, 2024). The Commission designated August 13, 2024, as the 
date by which the Commission shall approve or disapprove, or 
institute proceedings to determine whether to approve or disapprove, 
the proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    The Exchange proposes to amend Section 703.12(II) of the Manual to 
expand the circumstances under which rights may be listed on the NYSE. 
First, the Exchange proposes allowing issuers to issue rights to more 
than existing shareholders for a class of securities that is listed or 
to be listed on the Exchange. Currently, under Section 703.12(II) of 
the Manual, the term ``rights'' refers to the privilege offered to 
holders of record of issued equity securities to subscribe for 
additional securities of the same class. Consistent with the current 
rights listing requirements, the Exchange states that rights traded on 
the Exchange have been limited to granting existing shareholders the 
right to subscribe for additional shares of a listed class of equity 
securities that such shareholders already hold.\7\ The Exchange 
proposes to amend Section 703.12(II) to provide that the term 
``rights'' will refer to the privilege offered recipients of such 
rights to subscribe for shares of a class of securities (whether or not 
equity securities) of such issuer that is listed or to be listed on the 
Exchange, regardless of whether the recipients of the rights are 
existing shareholders of record of such issuer.
---------------------------------------------------------------------------

    \7\ See Notice, supra note 3, at 42544.
---------------------------------------------------------------------------

    Second, the Exchange proposes allowing issuers to list and trade 
rights on the Exchange prior to listing the security into which such 
rights will be exercisable. Currently, under Section 703.12(II) of the 
Manual, in order to be listed on the Exchange rights must be issued to 
purchase or receive a security that is already listed on the Exchange 
or that will be listed on the Exchange concurrent with the rights. The 
Exchange proposes to expand the circumstances in which a right may be 
listed to permit the listing of a right where the security into which 
such right is exercisable will be listed on the Exchange \8\ upon 
exercise of the rights and such exercise is pursuant to a registration 
statement filed under the Securities Act of 1933 (a ``Securities Act 
Registration Statement'') that has been declared effective by the 
Commission prior to or simultaneous with the listing of such rights 
(``Prospective Listing Rights''). Prospective Listing Rights would only 
be eligible for listing if, at the time of initial listing, there are 
(i) at least 1,000,000 Prospective Listing Rights issued, and (ii) at 
least 400 public holders of round lots.\9\
---------------------------------------------------------------------------

    \8\ The security underlying a Prospective Listing Right must 
satisfy the applicable initial listing standards set forth in 
Section 102.00 or Section 103.00 of the Manual. See id.
    \9\ For purposes of Section 703.12(II), ``Public holders'' 
excludes holders that are directors, officers, or their immediate 
families and holders of other concentrated holdings of 10 percent or 
more of the total outstanding shares.
---------------------------------------------------------------------------

    The Exchange will promptly initiate suspension and delisting 
procedures with respect to such Prospective Listing Rights if it is 
determined that (i) the security for which the Prospective Listing 
Rights are exercisable will not be listed on the Exchange; (ii) the 
market value of publicly-held shares of a series of Prospective Listing 
Rights at any time is less than $4,000,000; or (iii) if the Prospective 
Listing Rights remain outstanding at the time of the initial listing on 
the Exchange of the securities into which such Prospective Listing 
Rights are exercisable, the Prospective Listing Rights fail to meet all 
of the initial listing requirements applicable to the listing of rights 
other than Prospective Listing Rights. If the Exchange commences 
delisting procedures with respect to Prospective Listing Rights, the 
issuer of the Prospective Listing Rights will not be eligible to avail 
itself of the provisions of Sections 802.02 and 802.03 of the Manual 
and any such Prospective Listing Rights will be subject to delisting 
procedures as set forth in Section 804.00 of the Manual.\10\
---------------------------------------------------------------------------

    \10\ Section 804.00 of the Manual provides procedures for a 
listed company to appeal an Exchange staff determination to delist a 
security.
---------------------------------------------------------------------------

III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2024-23 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \11\ to determine whether the proposed rule 
change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the proposed rule change. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, as described below, the 
Commission seeks and encourages interested persons to provide 
additional comment on the proposed rule change to inform the 
Commission's analysis of whether to approve or disapprove the proposed 
rule change.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\12\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of, and input from commenters with respect to, the proposed 
rule change's consistency with the Act and, in particular, with Section 
6(b)(5) of the Act, which requires, among other things, that the rules 
of a national securities exchange be 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 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 not be designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers.\13\
---------------------------------------------------------------------------

    \12\ Id.
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission has consistently recognized the importance of 
national securities exchange listing standards. Among other things, 
such listing standards help ensure that exchange-listed companies will 
have sufficient public float, investor base, and trading interest to 
provide the depth and liquidity necessary to promote fair and orderly 
markets.\14\
---------------------------------------------------------------------------

    \14\ The Commission has stated in approving national securities 
exchange listing requirements that the development and enforcement 
of adequate standards governing the listing of securities on an 
exchange is an activity of critical importance to the financial 
markets and the investing public. In addition, once a security has 
been approved for initial listing, maintenance criteria allow an 
exchange to monitor the status and trading characteristics of that 
issue to ensure that it continues to meet the exchange's standards 
for market depth and liquidity so that fair and orderly markets can 
be maintained. See, e.g., Securities Exchange Act Release Nos. 91947 
(May 19, 2021), 86 FR 28169, 28172 n.47 (May 25, 2021) (SR-NASDAQ-
2020-057) (``Nasdaq 2021 Order''); 90768 (December 22, 2020), 85 FR 
85807, 85811 n.55 (December 29, 2020) (SR-NYSE-2019-67) (``NYSE 2020 
Order''); 82627 (February 2, 2018), 83 FR 5650, 5653 n.53 (February 
8, 2018) (SR-NYSE-2017-30) (``NYSE 2018 Order''); 81856 (October 11, 
2017), 82 FR 48296, 48298 (October 17, 2017) (SR-NYSE-2017-31); 
81079 (July 5, 2017), 82 FR 32022, 32023 (July 11, 2017) (SR-NYSE-
2017-11). The Commission has stated that adequate listing standards, 
by promoting fair and orderly markets, are consistent with Section 
6(b)(5) of the Act, in that they are, among other things, designed 
to prevent fraudulent and manipulative acts and practices, promote 
just and equitable principles of trade, and protect investors and 
the public interest. See, e.g., Nasdaq 2021 Order, 86 FR at 28172 
n.47; NYSE 2020 Order, 85 FR at 85811 n.55; NYSE 2018 Order, 83 FR 
at 5653 n.53; Securities Exchange Act Release Nos. 87648 (December 
3, 2019), 84 FR 67308, 67314 n.42 (December 9, 2019) (SR-NASDAQ-
2019-059); 88716 (April 21, 2020), 85 FR 23393, 23395 n.22 (April 
27, 2020) (SR-NASDAQ-2020-001).

---------------------------------------------------------------------------

[[Page 67122]]

    As described above, the Exchange proposes to substantially expand 
the types of rights that may be listed on the Exchange to include 
Prospective Listing Rights, which provide the right to subscribe for 
any class of securities that is intended to be listed on the Exchange 
in the future, and can be offered to anyone. Today, the Exchange's 
listing rules limit the rights that may be listed on the Exchange to 
those that provide the right to subscribe for a class of equity 
securities that is already listed on the Exchange, or will be listed 
concurrently with the rights, and are offered only to holders of record 
of the same class of equity securities. The Commission has concerns 
about whether the proposal is sufficiently designed to prevent 
fraudulent and manipulative acts and practices, promote just and 
equitable principles of trade, and protect investors and the public 
interest, as required by Section 6(b)(5) of the Exchange Act.
    The Exchange justifies its proposal by stating that the proposed 
rule change would provide issuers ``greater flexibility in structuring 
a rights offering as a capital raising tool.'' \15\ The Exchange also 
believes that the requirement that there be an effective Securities Act 
Registration Statement in relation to the exercise of the Prospective 
Listing Rights prior to or simultaneous with their listing would 
provide significant investor protections, by ensuring that investors 
trading or exercising the Prospective Listing Rights have access to the 
appropriate level of disclosure to enable them to make informed 
investment decisions.\16\ The Exchange also points out that it will 
promptly initiate suspension and delisting procedures with respect to 
the Prospective Listing Rights if it is determined that the underlying 
securities will not be listed on the Exchange (e.g., because the issuer 
has determined to terminate the Prospective Listing Rights because the 
transaction they were intended to fund has been terminated, or the 
underlying securities are no longer eligible for listing), or if they 
fail to meet its quantitative continued listing standards, such as the 
requirement that the market value of publicly-held shares of a series 
of Prospective Listing Rights be at least $4,000,000.\17\
---------------------------------------------------------------------------

    \15\ See Notice, supra note 3, at 42544.
    \16\ See id. Prospective Listing Rights would also be subject to 
Section 202.05 and 202.06 of the Manual, which would require 
immediate disclosure of all material news. The Exchange believes 
that the disclosure requirements would act as a significant 
safeguard against illegal manipulation. See id. at 42545. In 
addition, the Exchange believes that such Securities Act 
Registration Statements, including disclosure about the anticipated 
business and financial position of the issuer as it will exist upon 
exercise of the Prospective Listing Rights, would provide investors 
in the Prospective Listing Rights with the ability to make judgments 
about the anticipated value of the underlying securities by making 
comparisons to the market values of comparable listed companies. See 
id. The Exchange further believes that its proposed initial and 
continued listing standards would ensure trading liquidity. See id.
    \17\ See id. at 42544.
---------------------------------------------------------------------------

    The Exchange's proposal would appear to permit the listing of 
Prospective Listing Rights that are issued both for value and without 
consideration. The proposal also provides no time limit on how long 
Prospective Listing Rights may trade on the Exchange before the 
underlying security is listed.
    The Exchange does not clearly explain how market participants would 
effectively value Prospective Listing Rights, particularly those that 
are issued without consideration, given that the underlying securities 
will not be publicly traded, and the uncertain relationship between the 
exercise price and the value of the underlying securities. The Exchange 
does not address, among other things, the types of market information 
that could create a positive value for the Prospective Listing Rights, 
the reliability and availability of such information, or whether such 
information could support fair and efficient trading of an Exchange-
listed security for an indefinite period of time.
    The Exchange also does not explain how it would effectively address 
the risk the price of Prospective Listing Rights could be manipulated, 
or how its proposal otherwise would be designed to prevent fraudulent 
or manipulative acts or practices. For example, the price of 
Prospective Listing Rights would appear to be particularly susceptible 
to rumors about the target company, or the likelihood the transaction 
the Prospective Listing Rights is intended to fund will be consummated. 
The Exchange makes the general statement that it believes its existing 
surveillance procedures, including those relating to Special Purpose 
Acquisition Companies (``SPACs''), are adequate to detect manipulative 
trading practices with respect to Prospective Listing Rights. Because 
Prospective Listing Rights may trade at a very low price, however, they 
may permit a bad actor to efficiently manipulate those securities with 
little upfront cost. The Exchange does not clearly address how its 
proposal is designed to prevent the risk that Prospective Listing 
Rights may be particularly susceptible to manipulation.
    Further, the Exchange does not clearly explain the rationale for 
the various numerical standards and criteria set forth in its proposal, 
or how they together are designed to be consistent with the Exchange 
Act and the rules and regulations thereunder. For example, the Exchange 
proposes that an issuer's Prospective Listing Rights may initially be 
listed on the Exchange if there are at least 1,000,000 issued, but also 
proposes a continued listing standard that requires prompt initiation 
of suspension and delisting procedures if the market value of publicly-
held shares of a series of Prospective Listing Rights at any time is 
less than $4,000,000. This would imply a minimum price in these 
circumstances of more than $4 per Prospective Listing Right. The 
Exchange acknowledges that it is not proposing any initial market value 
or security price requirements for the Prospective Listing Rights, but 
believes that the $4,000,000 market value continued listing standard 
will ensure that Prospective Listing Rights will not commence trading 
on the Exchange unless the market believes they have more than nominal 
trading value. Because Prospective Listing Rights may decline in price 
after listing, however, they may soon become subject to delisting. The 
Exchange has not clearly addressed how such a scenario would be 
consistent with the protection of investors and the public interest and 
other relevant provisions of the Exchange Act, or how the other 
numerical standards and criteria in its proposal have been designed to 
work together to avoid similar outcomes.
    In addition, to the extent Prospective Listing Rights are issued in 
exchange for consideration, the Exchange has not explained how the 
offering proceeds will be protected pending consummation of the 
underlying transaction and exercise. Similarly, the proposal does not 
address how the proceeds received by the issuer upon exercise will be 
protected pending the consummation of the underlying transaction. Nor 
has the Exchange explained what will happen to such proceeds in the 
event the underlying transaction is not consummated or it is determined 
that the underlying security otherwise will not be listed on the 
Exchange. The Exchange's rules relating to the listing of SPACs, for 
example,

[[Page 67123]]

contain many detailed investor protections relating to how and where 
such funds will be held, and the circumstances under which they will be 
used to fund the business combination or returned to shareholders.\18\ 
The Exchange has not proposed that any of these important investor 
protections apply to Prospective Listing Rights, or explained how their 
absence is consistent with the protection of investors or the public 
interest.
---------------------------------------------------------------------------

    \18\ See Section 102.06 of the Manual.
---------------------------------------------------------------------------

    With respect to the Exchange's proposed change to allow issuers to 
issue rights to more than existing shareholders for a class of 
securities that is listed or to be listed on the Exchange, the Exchange 
justifies its proposal by stating that it does not believe that there 
is an investor protection concern that justifies limiting rights to 
existing shareholders.\19\ Further, the Exchange states that Section 
312.03(c) of the Manual generally provides existing shareholders of 
listed common stock the ability to block any rights offering that was 
materially dilutive of their economic or voting interest.\20\ However, 
that rule only covers issuances of common stock or securities 
convertible into common stock, and would not appear to address other 
types of securities that may underlie Prospective Listing Rights. The 
Exchange has not addressed these and related potential investor 
protection concerns.
---------------------------------------------------------------------------

    \19\ See Notice, supra note 3, at 42544.
    \20\ See id. at 42545.
---------------------------------------------------------------------------

    In addition, the Exchange states that the exercise of the rights 
would be ``pursuant to a registration statement filed under the 
Securities Act of 1933 (a `Securities Act Registration Statement') that 
has been declared effective . . . prior to or simultaneous with the 
listing of such rights'' and that such registration statement would be 
updated ``to reflect any material changes in the information required 
to be included therein that arise between the time of effectiveness of 
the Securities Act Registration Statement and the exercise of the 
Prospective Listing Rights, thereby ensuring that investors trading the 
Prospective Listing Rights on the Exchange will have access to current 
information about the issuer on a continuous basis.'' \21\ However, it 
does not appear that the proposal contains a requirement that an issuer 
file a new registration statement or a post-effective amendment, either 
of which must include full disclosure regarding the target's business, 
as well as any required target financial statements, at the critical 
time when a target has been identified and rights holders begin making 
decisions on exercising their Prospective Listing Rights for the 
underlying securities, thereby raising investor protection 
concerns.\22\ The mere updating of a registration statement that 
registered the initial issuance of the Prospective Listing Rights (the 
``Initial Registration Statement'') via prospectus supplement or 
incorporation by reference would also raise investor protection 
concerns. Importantly, without a new registration statement or a post-
effective amendment to the Initial Registration Statement, investors 
will not necessarily have the protections of the private liability 
provisions of the Securities Act of 1933 (``Securities Act'') when 
exercising their rights for the underlying securities. A new 
registration statement or post-effective amendment containing all of 
the required information about the target would provide investors with 
the full liability protections of the Securities Act. For example, the 
filing of a new registration statement or post-effective amendment 
would provide a new effective date covering all of the disclosures 
relating to the target included therein. It would also permit staff 
review of the new registration statement or post-effective amendment 
and would effectively restart the statute of limitations under Section 
11 of the Securities Act, giving investors the full advantage of the 
statutory window in which to, if necessary, bring suit. Without an 
explicit requirement to file a new registration statement or post-
effective amendment containing full disclosure regarding the target's 
business, as well as any required target financial statements, 
investors would not necessarily have the disclosure required to make an 
informed investment decision or the full panoply of remedies available 
under the Securities Act for material misstatements and omissions. 
Given these important investor protection issues, there are questions 
raised about the proposal's consistency with the investor protection 
and public interest requirements under Section 6(b)(5) of the Exchange 
Act.
---------------------------------------------------------------------------

    \21\ See id. at 42544.
    \22\ For example, a Securities Act Registration Statement may 
have been declared effective before any information on the 
underlying security is available, and it does not appear that the 
Exchange proposal would require such Securities Act Registration 
Statement to be amended once such information becomes available or, 
alternatively, a new Securities Act Registration Statement to be 
filed.
---------------------------------------------------------------------------

    Accordingly, the Commission believes there are questions as to 
whether the proposal is consistent with Section 6(b)(5) of the Act and 
its requirements, among other things, that the rules of a national 
securities exchange be designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
and to protect investors and the public interest, and not be designed 
to permit unfair discrimination.
    Under the Commission's Rules of Practice, the ``burden to 
demonstrate that a proposed rule change is consistent with the Exchange 
Act and the rules and regulations issued thereunder . . . is on the 
self-regulatory organization that proposed the rule change.'' \23\ The 
description of a proposed rule change, its purpose and operation, its 
effect, and a legal analysis of its consistency with applicable 
requirements must all be sufficiently detailed and specific to support 
an affirmative Commission finding,\24\ and any failure of a self-
regulatory organization to provide this information may result in the 
Commission not having a sufficient basis to make an affirmative finding 
that a proposed rule change is consistent with the Act and the 
applicable rules and regulations.\25\
---------------------------------------------------------------------------

    \23\ 17 CFR 201.700(b)(3).
    \24\ Id.
    \25\ Id.
---------------------------------------------------------------------------

    For these reasons, the Commission believes it is appropriate to 
institute proceedings pursuant to Section 19(b)(2)(B) of the Act \26\ 
to determine whether the proposal should be approved or disapproved.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their data, views, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposed rule change 
is consistent with Section 6(b)(5) of the Act \27\ or any other 
provision of the Act, or the rules and regulations thereunder. Although 
there do not appear to be any issues relevant to approval or 
disapproval that would be facilitated by an oral presentation of data, 
views, and arguments, the Commission will consider, pursuant to Rule 
19b-4 under the Act,\28\ any request for an opportunity to make an oral 
presentation.\29\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f(b)(5).
    \28\ 17 CFR 240.19b-4.
    \29\ Section 19(b)(2) of the Act, as amended by the Securities 
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants to 
the Commission flexibility to determine what type of proceeding--
either oral or notice and opportunity for written comments--is 
appropriate for consideration of a particular proposal by a self-
regulatory organization. See Securities Acts Amendments of 1975, 
Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 
94th Cong., 1st Sess. 30 (1975).

---------------------------------------------------------------------------

[[Page 67124]]

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change should be approved 
or disapproved by September 9, 2024. Any person who wishes to file a 
rebuttal to any other person's submission must file that rebuttal by 
September 23, 2024. The Commission asks that commenters address the 
sufficiency of the Exchange's statements in support of the proposal, in 
addition to any other comments they may wish to submit about the 
proposed rule change. 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-2024-23 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-2024-23. 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-2024-23 and should be 
submitted on or before September 9, 2024. Rebuttal comments should be 
submitted by September 23, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-18474 Filed 8-16-24; 8:45 am]
BILLING CODE 8011-01-P