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###### Securities and Exchange Commission

          - [Release No. 34-90996; File No. SR-NYSE-2021-07]

                    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 25, 2021, New York Stock Exchange LLC (“NYSE” or “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.                

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

                    The Exchange proposes to amend Rule 7.32 (Order Entry) to provide that the Exchange would not apply order entry size limitations to Issuer Direct Offering (“IDO”) Orders. 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 Rule 7.32 (Order Entry) to provide that the Exchange would not apply order entry size limitations to IDO Orders.

Rule 7.32 provides that orders entered that are greater than five million shares in size will be rejected, provided, that in Auction-Eligible Securities, the Exchange will accept orders defined in Rule 7.31(c), DMM Auction Liquidity as defined in Rule 7.35, and Floor Broker Interest intended for the Closing Auction as defined in Rule 7.35B(a)(1), up to 25 million shares in size. In addition, in all securities traded on the Exchange, the Exchange will accept proposed cross transactions under Rule 76 up to 25 million shares in size.

                    The Exchange recently amended its rules to add the IDO Order, which is to be traded only in a Direct Listing for a Primary Direct Floor Listing.[4]                                          Rule 7.31(c)(1)(D)(iii) provides that the IDO Order must be for the quantity of shares offered by the issuer, as disclosed in the prospectus in the effective registration statement. To facilitate this requirement, the Exchange proposes to amend Rule 7.32 to specify that the Exchange would not apply order entry size limitations to IDO Orders.                

#### 2. Statutory Basis

                    The proposed rule change is consistent with Section 6(b) of the Act,[5]                                          in general, and furthers the objectives of Section 6(b)(5) of the Act,[6]                                          in particular, in that 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, and to remove impediments to and perfect the mechanism of a free and open market and a national market system.                

                    The Exchange 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 because it would provide specificity in Exchange rules that Exchange systems would be able to accept IDO Orders that comply with the requirement specified in Rule 7.31(c)(1)(D)(iii) that an IDO Order must be for the quantity of shares offered by the issuer, as disclosed in the                           ( print page 7906)                        prospectus in the effective registration statement.                

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

The Exchange does not believe that the proposed rule change would 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 designed to address any competitive issues but rather is designed to provide specificity in Exchange rules that Exchange systems would be able to accept IDO Orders that comply with the requirement specified in Rule 7.31(c)(1)(D)(iii) that an IDO Order must be for the quantity of shares offered by the issuer, as disclosed in the prospectus in the effective registration statement.

### 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 [7]                                          and Rule 19b-4(f)(6) thereunder.[8]                                          Because the proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; or (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 and Rule 19b-4(f)(6)(iii) thereunder.                

                    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) [9]                                          of the Act to determine whether the proposed rule change 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.shtm                     l); or                
    - Send an email to rule-comments@sec.gov.                      Please include File Number SR-NYSE-2021-07 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-2021-07. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (                    *http://www.sec.gov/​rules/​sro.shtml*). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions.                

                    You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSE-2021-07 and should be submitted on or before February 23, 2021.                                    

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10

J. Matthew DeLesDernier,

Assistant Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             15 U.S.C. 78a.                    
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3.                             17 CFR 240.19b-4.                    
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4.                                                     *See*                         Rule 7.31(c)(1)(D).                    
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5.                             15 U.S.C. 78f(b).                    
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6.                             15 U.S.C. 78f(b)(5).                    
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7.                             15 U.S.C. 78s(b)(3)(A)(iii).                    
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8.                             17 CFR 240.19b-4(f)(6).                    
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9.                             15 U.S.C. 78s(b)(2)(B).                    
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10.                             17 CFR 200.30-3(a)(12).                    
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[FR Doc. 2021-02115 Filed 2-1-21; 8:45 am]

BILLING CODE 8011-01-P