Federal Register / Vol. 85, No. 248 / Monday, December 28, 2020 / Notices 84439 

6 15 U.S.C. 78s(b)(3)(A)(ii). 7 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

market may impose any burden on 

competition is extremely limited. 

In this instance, the proposal does not 

impose a burden on competition 

because the Exchange’s execution 

services are completely voluntary and 

subject to extensive competition both 

from other exchanges and from offexchange venues. If the changes 

proposed herein are unattractive to 

market participants, it is likely that the 

Exchange will lose market share as a 

result. 

The Exchange does not believe that 

the proposal will burden intra-market 

competition. As noted above, the 

proposal will simply help to ensure that 

no member suffers a pricing 

disadvantage in December 2020 due to 

an anomalous spike in sub-dollar 

volumes which dilutes Consolidated 

Volume. It is not intended to provide a 

competitive advantage to any particular 

member. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.6

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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 rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2020–087 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–NASDAQ–2020–087. 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–NASDAQ–2020–087 and 

should be submitted on or before 

January 19, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28513 Filed 12–23–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90722; File No. SR– 

NYSEAMER–2020–86] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change to Shorten the Time 

Period Before a Letter of Acceptance, 

Waiver, and Consent Under Rule 9216 

and an Uncontested Offer of 

Settlement Under Rule 9270(f) 

Becomes Final 

December 18, 2020 

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 

17, 2020, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to shorten the 

time period before a letter of acceptance, 

waiver, and consent under Rule 9216 

and an uncontested offer of settlement 

under Rule 9270(f) becomes final and 

the corresponding time period to 

request review of these settlements 

under Rule 9310 from 25 days to 10 

days. The Exchange also proposes to 

define ‘‘affiliate’’ in Rules 9268 and 

9310 by reference to the definition in 

the Act, thereby harmonizing its rules 

with those of its affiliates. 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 


tkelley on DSKBCP9HB2PROD with NOTICES
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4See Securities Exchange Act Release No. 77241 

(February 26, 2016), 81 FR 11311 (March 3, 2016) 

(SR–NYSEMKT–2016–30) (‘‘Notice’’). 

5See Information Memorandum 16–02 (March 14, 

2016). 

6See Notice, 81 FR at 11324–28. 

7Requests for review of an AWC accepted by the 

CRO are governed by Rule 9310(a)(1)(B)(i). For the 

sake of clarity and transparency, the Exchange 

proposes the non-substantive change of including 

the omitted reference to subsection (B)(i) of Rule 

9310(a)(1) in both in the current and proposed text 

of Rule 9216(a)(4). 

8As discussed below, the Exchange proposes to 

amend Rule 9310 and Rule 9268 to incorporate the 

definition of ‘‘affiliate’’ from Rule 12b-2 under the 

Act, thereby harmonizing those rules with those of 

its affiliates. 

9The time period for requesting review pursuant 

to Rule 9310(a)(1)(B)(ii) of any rejection by the CRO 

of any AWC letter under Rule 9216 or of an 

uncontested offer of settlement under Rule 9270(f), 

would remain unchanged as would the time period 

to request for review of any determination or 

penalty, or both, imposed by a Panel under the Rule 

9310(a)(1)(A) other than an offer of settlement 

determined to be uncontested after a hearing on the 

merits have begun under Rule 9270(f). For the 

avoidance of doubt, the Exchange would add text 

to Rule 9310(a)(1)(A) providing that any request for 

review of an offer of settlement determined to be 

uncontested after a hearing on the merits has begun 

under Rule 9270(f) that has been accepted by a 

Panel shall be governed by Rule 9310((a)(1)(B)(i). 

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 shorten the 

time period before a letter of acceptance, 

waiver, and consent (‘‘AWC’’) under 

Rule 9216 and an uncontested offer of 

settlement under Rule 9270(f) becomes 

final and the corresponding time period 

to request review of these settlements 

under Rule 9310 from 25 days to 10 

days. The Exchange also proposes to 

define ‘‘affiliate’’ in Rules 9268 and 

9310 by reference to the definition in 

the Act, thereby harmonizing its rules 

with those of its affiliates. 

In 2016, NYSE American adopted 

disciplinary rules that are, with certain 

exceptions, substantially the same as the 

FINRA Rule 8000 Series and Rule 9000 

Series, and which set forth rules for 

conducting investigations and 

enforcement actions.4 The NYSE 

American disciplinary rules were 

implemented on April 15, 2016.5

In adopting disciplinary rules 

modeled on FINRA’s rules, the 

Exchange established processes for 

settling disciplinary matters both before 

and after issuance of a complaint.6 As 

adopted, Rules 9216, 9270 and 9310 

permit a Director and any member of the 

Committee for Review (‘‘CFR’’) to 

require a review by the Board of any 

AWC letter under Rule 9216 and any 

offer of settlement under Rule 9270 

within 25 days after the AWC letter or 

offer of settlement was sent to each 

Director and each member of the CFR. 

Proposed Rule Change 

Time Period for Certain Settlements 

Under Rules 9216 and 9270(f) 

Rule 9216 (Acceptance, Waiver, and 

Consent; Procedure for Imposition of 

Fines for Minor Violation(s) of Rules) 

establishes AWC procedures by which a 

member organization or covered person, 

prior to the issuance of a complaint, 

may execute a letter accepting a finding 

of violation, consenting to the 

imposition of sanctions, and agreeing to 

waive such member organization’s or 

covered person’s right to a hearing, 

appeal and certain other procedures. 

The rule also establishes procedures for 

executing a minor rule violation plan 

letter. 

Under Rule 9216(a)(4), an AWC 

accepted by the Chief Regulatory Officer 

(‘‘CRO’’) must be sent to each Director 

and each member of the CFR and would 

be deemed final and constitute the 

complaint, answer, and decision in the 

matter 25 days after being sent to each 

Director and each member of the CFR, 

unless review by the Exchange Board of 

Directors is requested pursuant to Rule 

9310(a)(1)(B).7

The Exchange proposes that an AWC 

accepted by the CRO would be deemed 

final and constitute the complaint, 

answer, and decision in a matter 10 

days after being sent to each Director 

and each member of the CFR, unless 

review is requested pursuant to Rule 

9310(a)(1)(B)(i). As described below, the 

time period to request review under 

Rule 9310(a)(1)(B)(i) would also be 

shortened to 10 days. 

Rule 9270 (Settlement Procedure) 

provides a settlement procedure for a 

Respondent who has been notified of 

the initiation of a proceeding. 

Specifically, Rule 9270(f) provides that 

uncontested settlement offers accepted 

by the CRO, the Hearing Panel or, if 

applicable, Extended Hearing Panel 

must be issued and sent to each Director 

and each member of the CFR and 

becomes final 25 days after being sent 

to each Director and each member of the 

CFR, unless review by the Exchange 

Board of Directors is requested pursuant 

to Rule 9310(a)(1). 

The Exchange proposes that 

uncontested settlement offers accepted 

by the CRO, the Hearing Panel or, if 

applicable, Extended Hearing Panel 

(together, a ‘‘Panel’’) under Rule 9270(f) 

would become final 10 days after being 

sent to each Director and each member 

of the CFR, unless review by the 

Exchange Board of Directors is 

requested pursuant to Rule 9310(a)(1). 

As noted, the time to request review of 

an uncontested settlement under Rule 

9310(a)(1) would also be shortened to 10 

days. 

Finally, under Rule 9310(a)(1)(B)(i), 

any Director and any member of the 

CFR may require a review by the Board 

of any determination or penalty, or both, 

imposed in connection with an AWC 

letter under Rule 9216 or an offer of 

settlement determined to be 

uncontested before a hearing on the 

merits has begun under Rule 9270(f), 

except that none of those persons could 

request Board review of a determination 

or penalty concerning an affiliate of the 

Exchange.8 A request for review under 

this provision is made by filing with the 

Secretary of the Exchange a written 

request stating the basis and reasons for 

such review, within 25 days after an 

AWC letter or an offer of settlement has 

been sent to each Director and each 

member of the CFR pursuant to Rule 

9216(a)(4) or Rule 9270(f)(3). 

To permit AWC letters and 

uncontested settlements to become final 

within 10 days as proposed, the 

Exchange would amend Rule 

9310(a)(1)(B)(i) to provide that a request 

for review of these settlements as 

permitted by the rule must be made by 

filing the requisite written request with 

the Secretary of the Exchange within 10 

days after the AWC letter or an offer of 

settlement is sent to each Director and 

each member of the CFR pursuant to 

Rule 9216(a)(4) or Rule 9270(f)(3).9

The Exchange believes maintaining a 

25 day waiting period for negotiated 

settlements under Rule 9216 and 

uncontested settlements pursuant to 

9270(f) unnecessarily delays final 

resolution of matters that have been 

resolved by the parties and accepted by 

the CRO or a Panel. Shortening the 

waiting period to 10 days, and requiring 

requests for Board of Directors review to 

be made within that same 10 day 

period, would significantly expedite the 

settlement process in situations where 

member organizations, covered persons 

and Respondents have entered into a 

consensual, negotiated settlement with 

Enforcement or made settlement offers 

that Enforcement does not oppose, 

while continuing to ensure the 

independence and integrity of the 

regulatory process by preserving the 

ability of Directors and CFR members to 

call those settlements for review. 


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10For example, no AWC letter or uncontested 

settlement has been called for review in the past 

year. 

11See, e.g., FINRA Rule 9216(a)(4) (‘‘If the [AWC] 

letter is accepted by the National Adjudicatory 

Council, the Review Subcommittee, or the Office of 

Disciplinary Affairs, it shall be deemed final and 

shall constitute the complaint, answer, and decision 

in the matter.’’); FINRA Rule 9270(e)(3) (‘‘If the offer 

of settlement and order of acceptance are accepted 

by the National Adjudicatory Council, the Review 

Subcommittee, or the Office of Disciplinary Affairs, 

they shall become final and the Director of the 

Office of Disciplinary Affairs shall issue the order 

and notify the Office of Hearing Officers. The 

Department of Enforcement shall provide a copy of 

an issued order of acceptance to each FINRA 

member with which a Respondent is associated.’’). 

See also e.g., Nasdaq Rule 9216(a)(4) & 9270(e)(3); 

Cboe BZX Exchange, Inc. Rule 8.8(a); Cboe EDGA 

Exchange, Inc. Rule 8.8(a). 

12The effective date of the new time periods 

would be simultaneously communicated to the 

Directors and to the members of the CFR. 

13See NYSE Rules 9268(e)(2) and 9310(a)(1)(A) & 

(a)(1)(B)(i)–(ii); NYSE Arca, Inc. Rules 10.9268(e)(2) 

and 10.9310(a)(1)(A) & (a)(1)(B)(i)–(ii); and NYSE 

National, Inc. Rules 10.9268.e.2. and 10.9310.a.1.A. 

& a.1.Bi.–ii. See also Securities Exchange Act 

Release No. 88613 (April 9, 2020), 85 FR 21035 

(April 15, 2020) (SR–NYSE–2020–33). 

14 15 U.S.C. 78f(b). 

15 15 U.S.C. 78f(b)(5). 

16 Id. 

Further, the Exchange believes that 

the proposed 10 day period to call a 

settlement for review under Rule 

9310(a)(1)(B)(i) is reasonable and 

sufficient. Like the current 25 day 

period, the time to call a settlement for 

review would begin when the AWC or 

uncontested settlement is sent to each 

Director and member of the CFR. Rules 

9216 and 9270 specify that an AWC or 

uncontested settlement accepted by the 

CRO or a Panel can be sent to each 

Director and each CFR member via 

courier, express delivery or electronic 

means. As a practical matter, AWCs and 

settlements are sent to the Directors and 

CFR members by email, which ensures 

prompt and instantaneous 

communication. As a result, the 

Directors and members of the CFR will 

have the full 10 day period to determine 

whether to call these settlements for 

review. Moreover, the requirement in 

Rule 9310(a)(1)(B)(i) that a request for 

review be in writing and state the basis 

and reasons for such review can 

similarly be satisfied by a Director or 

CFR member sending an email to the 

Secretary of the Exchange requesting 

that a specific matter be reviewed 

within the proposed 10 day period. The 

Director or CFR member would need to 

take no additional steps nor include any 

additional information in order to call a 

matter for review under Rule 

9310(a)(1)(B)(i). In light of these facts, 

and the relative infrequency of calls for 

review of AWCs and uncontested 

settlements,10 the Exchange believes 

that 10 days are more than sufficient for 

a Director or member of the CFR to 

determine whether to call a settlement 

for review. Once accepted by the CRO 

or Panel, the proposed 10 day period for 

negotiated settlements to be called for 

review or become final would expedite 

disciplinary proceedings and provide 

finality to the disciplinary process 

sooner, to the benefit of the parties and 

the investing public. 

Finally, the Exchange also believes 

that shortening these time periods 

would further promote efficiency in 

connection with cross-market 

settlements involving multiple selfregulatory organizations (‘‘SROs’’). 

Often such settlements are contingent 

upon the acceptance of a settlement by 

all of the SROs involved in the matter. 

In these situations, a settlement with the 

Exchange would not be final until the 

end of the time period specified in 

Rules 9216 and 9270 while a settlement 

with other SROs could be final once 

accepted.11 Thus by reducing the 

amount of time these settlements are 

outstanding at the Exchange, the 

proposed change could speed up the 

settlement process for cross-market 

settlements involving multiple SROs, to 

the benefit of the parties and the 

investing public. 

The Exchange intends to announce 

the operative date of the amended time 

periods in Rules 9216(a)(4), 9270(f)(3) 

and 9310(a)(1) at least 30 days in 

advance via regulatory notice.12 To 

further facilitate an orderly transition 

from the current rules to the new rules, 

the Exchange proposes that matters 

already initiated under the current rules 

would be completed under such rules. 

Specifically, the Exchange proposes to 

apply the current 25 day period for 

AWCs prepared and submitted to a 

member organization or covered persons 

under Rule 9216(a)(1) prior to the 

operative date and to uncontested 

settlement offers in proceedings where a 

Party was served with a complaint by 

Enforcement pursuant to Rule 9131 

prior to the operative date. Rules 

9216(a)(4), 9270(f)(3) and 

9310(a)(1)(B)(i) would be amended to 

reflect the transition process. When the 

transition is complete, the Exchange 

intends to submit a proposed rule 

change that would delete the 

unnecessary transition provisions of 

9216(a)(4), 9270(f)(3) and 

9310(a)(1)(B)(i). 

Definition of ‘‘Affiliate’’ in Rules 9268 

and 9310 

The Exchange proposes to harmonize 

Rules 9268 and 9310 with the versions 

adopted by the Exchange’s affiliates. To 

effectuate this harmonization, the 

Exchange proposes to delete the phrase 

‘‘an Exchange member or member 

organization that is’’ before ‘‘an 

affiliate’’ and add the phrase ‘‘as such 

term is defined in Rule 12b–2 under the 

Exchange Act’’ after ‘‘an affiliate’’ in 

Rule 9268(e)(2) and Rule 9310(a)(1)(A) & 

(a)(1)(B)(i)–(ii).13 The Exchange believes 

that utilizing the definition of affiliate 

set forth in in Rule 12b–2 under the Act 

would not diminish the current scope or 

application of either rule since the 

proposed definition of affiliate would 

continue to encompass members and 

member organizations. Finally, by 

harmonizing Rules 9268 and 9310 with 

the version of those rules adopted by the 

Exchange’s affiliates, the proposal 

would add clarity and transparency to 

the Exchange’s rules and further ensure 

that final determinations involving 

Exchange affiliates as defined in Rule 

12b–2 under the Act cannot be appealed 

to its Board of Directors. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Act,14 in general, and furthers the 

objectives of Section 6(b)(5),15 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. Additionally, the 

Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 16 requirement that the rules of 

an exchange not be designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

Specifically, the Exchange believes 

that shortening the waiting period for 

negotiated settlements and uncontested 

offers of settlement would serve to 

expedite the final resolution of both 

Exchange and cross-market matters that 

have been resolved by the parties and 

accepted by the CRO or Panel, thereby 

protecting investors and the public 

interest by addressing rule violations 

and achieving finality in disciplinary 

matters sooner. The proposed rule 

change to shorten the waiting period 

before an AWC letter and offer of 

settlement becomes final and the 

member of CFR or Board’s time to call 

such settlements for review will 


tkelley on DSKBCP9HB2PROD with NOTICES
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17 15 U.S.C. 78f(b)(6). 

18 15 U.S.C. 78f(b)(7) and 78f(d). 

19 15 U.S.C. 78s(b)(3)(A)(iii). 

20 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 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. 

therefore provide for a more efficient, 

streamlined disciplinary process. 

The Exchange further believes that the 

proposed amendments are consistent 

with Section 6(b)(6) of the Act,17 which 

provides that members and persons 

associated with members shall be 

appropriately disciplined for violation 

of the provisions of the rules of an 

exchange by expulsion, suspension, 

limitation of activities, functions, and 

operations, fine, censure, being 

suspended or barred from being 

associated with a member, or any other 

fitting sanction. As noted, the proposed 

changes will not affect the ability of 

Enforcement to enter into negotiated 

settlements or accepting uncontested 

settlement offers when appropriate, and 

will not alter the requirement that 

settlements be scrutinized by the CRO 

or Panel, who will continue to approve 

them, or the Directors and members of 

the CFR, whose right to call both types 

of voluntary settlements for review will 

not change. 

For the same reasons, the Exchange 

believes that the proposed changes are 

designed to provide a fair procedure for 

the disciplining of members and 

persons associated with members, 

consistent with Sections 6(b)(7) and 6(d) 

of the Act.18 Moreover, as noted, the 

Exchange believes that the proposed 10 

day period to call a settlement for 

review under Rules 9310(a)(1)(B)(i) is 

reasonable and sufficient, and provides 

an appropriate balance between the 

procedural safeguards of the call for 

review process and the benefits of 

expediting the resolution of disciplinary 

matters and providing finality to the 

disciplinary process sooner. Reducing 

the period for review would also mean 

that AWCs and uncontested settlements 

would be published two weeks earlier, 

thereby allowing member organizations, 

covered persons and the investing 

public to be educated about the issues 

they addressed sooner. Finally, the 

Exchange believes that the proposed 

transition plan is designed to provide a 

fair procedure for the disciplining of 

member organizations and covered 

persons by providing for a clearly 

demarcated and orderly transition from 

the current 25 day period to the 

proposed 10 day period. 

Further, the Exchange believes that 

the non-substantive changes to clarify 

the cross-reference to Rule 9310 in 

Rules 9216 and amending Rules 9268 

and 9310 to reference the Act’s 

definition of ‘‘affiliate’’ 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 the proposed nonsubstantive changes would add clarity, 

transparency and consistency to the 

Exchange’s disciplinary rules. The 

Exchange believes that market 

participants would benefit from the 

increased clarity, thereby reducing 

potential confusion and ensuring that 

persons subject to the Exchange’s 

jurisdiction, regulators, and the 

investing public can more easily 

navigate and understand the Exchange’s 

rules. Similarly, the Exchange believes 

that the proposed amendments to Rules 

9268 and 9270 would also make the 

Exchange’s disciplinary rules more 

consistent with the rules of its affiliates, 

thereby ensuring that persons subject to 

the Exchange’s jurisdiction, regulators, 

and the investing public can more easily 

navigate and understand the Exchange’s 

rules. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but is rather 

concerned with facilitating less 

burdensome regulatory compliance and 

processes and enhancing the quality of 

the regulatory process. The Exchange 

believes the proposed rule changes 

would reduce the burdens within the 

disciplinary process, as well as move 

matters through the process 

expeditiously by providing for more 

efficient finality of negotiated 

settlements and offers of settlement, to 

the benefit of all member organizations, 

covered persons and the investing 

public. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 19 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.20

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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 rule-comments@

sec.gov. Please include File Number SR– 

NYSEAMER–2020–86 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–2020–86. 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 


tkelley on DSKBCP9HB2PROD with NOTICES
Federal Register / Vol. 85, No. 248 / Monday, December 28, 2020 / Notices 84443 

21 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See infra note 8 for the definition of ‘‘User.’’ 

4See Securities Exchange Act Release Nos. 89879 

(September 15, 2020), 85 FR 59361 (SR–NYSE– 

2020–73); 89880 (September 15, 2020), 85 FR 59365 

(SR–NYSEAMER–2020–66) (each, a ‘‘Notice’’). 

5See Securities Exchange Act Release Nos. 89884 

(September 16, 2020), 85 FR 59576 (SR–NYSENAT– 

2020–28); 89883 (September 16, 2020), 85 FR 59568 

(SR–NYSEArca-2020–82); 89886 (September 16, 

2020) 85 FR 59582 (SR–NYSECHX–2020–26) (each, 

a ‘‘Notice’’). For ease of reference, page citations to 

the Notices refer to the Notice for SR–NYSE–2020– 

73, supra note 4, as published in the Federal 

Register. 

6See Securities Exchange Act Release Nos. 90330 

(November 3, 2020), 85 FR 71364 (November 9, 

2020) (SR–NYSE–2020–73) and 90327 (November 3, 

2020), 5 FR 71373 (November 9, 2020) (SR– 

NYSEAMER–2020–66), in which the Commission 

designated December 20, 2020 as the date by which 

it should approve, disapprove, or institute 

proceedings to determine whether to disapprove 

these proposed rule changes; and Securities 

Exchange Act Release Nos. 90329 (November 3, 

2020) 85 FR 71381 (November 9, 2020) (SR– 

NYSENAT–2020–28); 90326 (November 3, 2020) 85 

FR 71365 (November 9, 2020) (SR–NYSEArca– 

2020–82); 90328 (November 3, 2020) 85 FR 71373 

(November 9, 2020) 85 FR 71384 (November 9, 

2020) (SR–NYSECHX–2020–26), in which the 

Commission designated December 21, 2020 as the 

date by which it should approve, disapprove, or 

institute proceedings to determine whether to 

disapprove these proposed rule changes. 

7Amendment No. 1 revises the proposals by: (i) 

Adding representations that the Exchanges are not 

presently in a situation where they cannot satisfy 

all User demand for cabinets; do not anticipate 

being so in the foreseeable future; and are currently 

working to expand the number of cabinets available 

in co-location; (ii) stating that the Cabinet 

Threshold level of 40 cabinets (chosen as a 

threshold not easily triggered) is offered as a 

reasonable buffer during which the Purchasing 

Limits would apply before the Cabinet Waitlist 

would become effective; (iii) clarifying that the 

determination of the whether the Cabinet Threshold 

is reached is not dependent on whether cabinets are 

configured to be subdivided into partial cabinets; 

(iv) specifying that if the Purchasing Limit of a 

maximum of four new dedicated cabinets applies, 

the maximum may be comprised of a mix of 

dedicated and partial cabinets, with two partial 

cabinets counting as one dedicated cabinet; (v) 

clarifying that if a User requests, in writing, a 

number of cabinets that, if provided, would cause 

the available cabinet inventory to be below 40 

cabinets, the Purchasing Limits would only apply 

to the portion of the User’s order below the Cabinet 

Threshold; and (vi) deleting the initially proposed 

8 kW power limit for new dedicated cabinets when 

the cabinet Purchasing Limits are in effect. 

Amendment No 1 for each filing is available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nyse-2020-73/srnyse202073-8154095- 

226755.pdf; https://www.sec.gov/comments/srnyseamer-2020-66/srnyseamer202066-8154097- 

226756.pdf; https://www.sec.gov/comments/srnysenat-2020-28/srnysenat202028-8154096- 

226737.pdf; https://www.sec.gov/comments/srnysearca-2020-82/srnysearca202082-8154094- 

226736.pdf; https://www.sec.gov/comments/srnysechx-2020-26/srnysechx202026-8154093- 

226754.pdf. 

8For purposes of the Exchanges’ co-location 

services, a ‘‘User’’ means any market participant 

that requests to receive co-location services directly 

from the Exchange. See Securities Exchange Act 

Release No. 76008 (September 29, 2015), 80 FR 

60190 (October 5, 2015) (SR–NYSE–2015–40). A 

User that incurs co-location fees for a particular colocation service pursuant to any one Exchange’s colocation price list is not subject to co-location fees 

for the same co-location service charged by an 

affiliated SRO. See Notice, supra note 4 at n. 5. 

9See Notice, supra note 4 at 59362. See also, e.g., 

NYSE Price List, available at: https://

www.nyse.com/publicdocs/nyse/markets/nyse/ 

NYSE_Price_List.pdf. 

10See Notice, supra note 5 at 59362. 

11Partial cabinets are available in 8-rack units of 

space with power with options to purchase 1 kW 

(for $1,500 per month) or 2kW (for $2,700 per 

month) of power. A dedicated cabinet includes 

enough space for approximately four separate eightrack units and includes the following options to 

purchase power: 4–8 kW (for $1,200 per month), 9– 

20 kW (for $1,050 per month), 21–40 kW (for $950 

per month), and 41 or more kW (for $900 per 

month). See Securities Exchange Act Release Nos. 

70978 (December 4, 2013), 78 FR 77739, 77740 

(December 24, 2013) (SR–NYSE–2013–81); 71131 

(December 18, 2013), 78 FR 77750 (December 24, 

2013) (SR–NYSEMKT–2013–103); 71130 (December 

18, 2013), 78 FR 77765 (December 24, 2013) (SR– 

NYSEArca–2013–143); 83351 (May 31, 2018), 83 FR 

26314 (June 6, 2018) (SR–NYSENAT–2018– 

07);87408 (October 28, 2019), 84 FR 58778 

(November 1, 2019) (SR–NYSECHX–2019–12) 

(adding partial cabinets and related pricing). See 

Securities Exchange Act Release Nos. 62732 

(August 16, 2010), 75 FR 51512, 51513 (August 20, 

Continued 

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–2020–86, and 

should be submitted on or before 

January 19, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28510 Filed 12–23–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90732; File Nos. SR–NYSE– 

2020–73, SR–NYSEAMER–2020–66, SR– 

NYSENAT–2020–28, SR–NYSEArca–2020– 

82, SR–NYSECHX–2020–26] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; NYSE 

American LLC; NYSE National, Inc.; 

NYSE Arca, Inc.; NYSE Chicago, Inc.; 

Notice of Filings of Amendment No. 1 

and Order Granting Approval of 

Proposed Rule Changes, Each as 

Modified by Amendment No. 1, 

Amending the Exchanges’ Co-Location 

Services To Establish Procedures for 

the Allocation of Cabinets to CoLocated Users if Cabinet Inventory 

Falls Below Certain Thresholds 

December 18, 2020. 

I. Introduction 

On September 2, 2020, New York 

Stock Exchange LLC, NYSE American, 

LLC, NYSE National, Inc., NYSE Arca, 

Inc., and NYSE Chicago, Inc. (the 

‘‘Exchanges’’) each filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

establish procedures for the allocation 

of cabinets to co-located Users if the 

Exchange cannot satisfy all User 

demand for cabinets.3 Each proposed 

rule change was published for comment 

in the Federal Register on September 

21, 2020 4 or September 22, 2020.5 On 

November 3, 2020, the Commission 

extended the time period within which 

to approve, disapprove, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule changes.6 The Commission 

received no comments on the proposed 

rule changes. On December 16, 2020, 

each Exchange filed Amendment No. 1 

to its proposed rule change.7

Amendment No. 1 replaces and 

supersedes each of the original filings in 

their entirety. This order provides 

notice of the filings of Amendment No. 

1 to each of the proposed rule changes, 

and grants approval of the proposed rule 

changes, each as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Description of the Proposed Rule 

Changes, as Modified by Amendment 

No. 1. 

As more fully set forth in the Notices 

and their co-location fee schedules, the 

Exchanges offer co-location customers 

(‘‘Users’’) 8 options for purchasing 

cabinet space to house their servers and 

other equipment in co-location.9

Cabinets are offered as dedicated 

cabinets or partial cabinets, and 

currently made available on a firstcome, first-serve basis.10 Users are 

assessed an initial fee depending on 

type of cabinet purchased, and a 

monthly fee based on the power, in 

kilowatts (kW), they purchase with the 

cabinet.11 Users can also purchase 


tkelley on DSKBCP9HB2PROD with NOTICES