Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 66921 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5Available at www.dtcc.com/∼/media/Files/ 

Downloads/legal/issue-eligibility/eligibility/ 

operational-arrangements.pdf. Each term not 

otherwise defined herein has its respective meaning 

as set forth in the OA and in the Rules, By-Laws 

and Organization Certificate of DTC (the ‘‘Rules’’), 

available at www.dtcc.com/legal/rules-andprocedures.aspx. 

6A warrant generally represents the right of the 

holder to acquire common stock of an issuer at 

some future date at a specified price. Warrants, by 

their terms, have an expiration date, i.e., the date 

after which a holder can no longer exercise its 

rights under the warrant, thereby rendering the 

warrant worthless. 

7A right generally represents an opportunity for 

stockholders to buy new securities issued by a 

corporation in proportion to the number of shares 

they own before the new shares are offered to the 

public. Rights, by their terms, have an expiration 

date, i.e., the date on which the subscription period 

under the rights offering expires, thereby rendering 

the right worthless. 

8Securities Exchange Act Release No. 28642 

(Nov. 21, 1990), 55 FR 49725 (Nov. 30, 1990) (SR– 

DTC–90–11). 

9Currently, warrants/rights are required to be part 

of the FAST program (Fast Automated Securities 

Continued 

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 rule-comments@

sec.gov. Please include file number SR– 

NYSEAMER–2023–45 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSEAMER–2023–45. 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–NYSEAMER–2023–45 and should 

be submitted on or before October 19, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21134 Filed 9–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98490; File No. SR–DTC– 

2023–009] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule To Amend the DTC 

Operational Arrangements (Necessary 

for Securities To Become and Remain 

Eligible for DTC Services) 

September 22, 2023. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 14, 2023, The Depository 

Trust Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

by the clearing agency. DTC filed the 

proposed rule change pursuant to 

section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change consists of 

amendments to the DTC Operational 

Arrangements (Necessary for Securities 

to Become and Remain Eligible for DTC 

Services) (the ‘‘OA’’) 5 to (i) allow DTC 

to delete the Participant positions and 

dispose of the underlying certificates, if 

any, for a warrant 6 or right 7 that is past 

its expiration date as reflected on DTC 

books and records (‘‘Expiration Date’’), 

provided that DTC did not receive a 

notice of extension of the Expiration 

Date from the Agent or Issuer within the 

applicable timeframe (‘‘Notice Period’’) 

set forth in the OA; and (ii) make 

technical and clarifying changes relating 

to expired warrants/rights, as described 

in greater detail below. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency 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 these 

statements may be examined at the 

places specified in Item IV below. The 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

On November 21, 1990, DTC filed a 

rule change providing for the deletion 

and disposal of a warrant/right whose 

Expiration Date had passed (‘‘Expired 

Warrant/Right’’).8 The rule change 

provided that DTC be permitted to 

delete and dispose of an Expired 

Warrant/Right after DTC (i) obtains 

written confirmation from the Issuer or 

Agent that the Expired Warrant/Right 

has expired and is null, void, and 

worthless (the ‘‘Confirmation’’), and (ii) 

provides Participants with thirty days’ 

notice of the proposed deletion and 

disposal of the Expired Warrant/Right. 

After thirty days, DTC is permitted to 

delete the positions in the Expired 

Warrant/Right from Participants’ 

accounts and to dispose of the 

underlying certificates. 

Over the years, DTC has encountered 

difficulties in contacting the Issuers or 

Agents of Expired Warrants/Rights and/ 

or obtaining the Confirmation from the 

Issuers or Agents. In addition to the 

administrative burden on DTC to 

follow-up with Issuers and Agents, if 

DTC does not receive the Confirmation 

from the Issuer or Agent of an Expired 

Warrant/Right (i) the DTC books and 

records continue to reflect the expired 

security, and (ii) the underlying 

certificates, if any,9 continue to be 


ddrumheller on DSK120RN23PROD with NOTICES1
66922 Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 

Transfer) program. This means that the Agent for a 

warrant/right, and not DTC, is responsible for 

maintaining the physical certificates representing 

the warrant/right. See OA, supra note 1, at 65. 

10The fifteen (15) business day timeframe was 

established on or around 2002, when notices of 

extension were required to be physically mailed or 

telecopied to DTC. Given the technological 

advances in the intervening years, and the current 

requirement that an Issuer or Agent email a notice 

of extension to DTC, DTC believes that a shorter 

Notice Period for warrants is appropriate. DTC 

believes that a two (2) business day Notice Period 

for rights is appropriate because the payment and 

allocation on exercised rights typically occurs two 

business days after expiration date, after which the 

rights offer can no longer be amended or extended. 11 15 U.S.C. 78q–1(b)(3)(F). 

12 17 CFR 240.17Ad–22(e)(11). 

13 15 U.S.C. 78q–1(b)(3)(I). 

14 Id. 

maintained in the DTC vault. This 

exposes DTC to the unnecessary risks 

and costs associated with the ongoing 

monitoring of positions and the custody 

of certificates for worthless securities. In 

addition, the positions in the Expired 

Warrant/Right remain credited to 

Participant accounts and the 

Participants continue to be charged for 

their positions in the Expired Warrant/ 

Right. 

At the time of this filing, DTC 

maintains approximately 16,700 

certificates in the vault and the 

associated Participant positions 

representing approximately 890 CUSIPs 

of Expired Warrants/Rights for which 

DTC did not obtain a Confirmation. DTC 

is also maintaining Participant positions 

in certain Expired Warrants/Rights in 

the FAST program for which DTC did 

not obtain a Confirmation. 

(i) Proposed Rule Change 

In order to reduce the burden, costs, 

and risks presented to DTC, 

Participants, Agents and Issuers by 

requiring DTC to obtain a Confirmation 

from the Issuer or Agent of an Expired 

Warrant/Right prior to deletion and 

disposal, DTC is proposing to amend the 

OA to make the following changes: 

Notice of Extension of Expiration Date 

of Warrants/Rights: DTC is proposing to 

amend the OA to revise the Notice 

Period from 15 (fifteen) business days 

after the Expiration Date to ten (10) 

business days after the Expiration Date 

for a warrant, and two (2) business days 

after the Expiration Date for rights.10

Further, pursuant to the proposed rule 

change, DTC would change the email 

address to which such notice is required 

to be sent from voluntaryreorg

announcements@dtcc.com to 

conversionsandwarrants

announcements@dtcc.com. 

Deletion and Disposal of Expired 

Warrants/Rights: DTC is proposing to 

amend the OA to advise Issuers and 

Agents that if DTC has not received a 

notice of extension for an Expired 

Warrant/Right within ten (10) business 

days after the Expiration Date for a 

warrant or within two (2) business days 

after the Expiration Date for rights, DTC 

may delete all Participant positions and 

dispose of any underlying certificates 

for the Expired Warrant/Right, without 

further instruction or notice. In 

addition, DTC is proposing to insert an 

asterisked footnote stating that with 

respect to expired warrants/rights with 

an expiration date prior to August 1, 

2023 (‘‘aged expired warrants/rights’’), 

DTC will issue an Important Notice at 

least thirty (30) days prior to deleting 

and disposing of an aged Expired 

Warrant/Right, and the footnote will be 

automatically be deleted after DTC 

issues such Important Notice(s) for all of 

the aged expired warrants/rights. 

Finally, DTC is proposing to remove the 

language referencing the requirement for 

the Issuer or Agent to provide a null, 

void, and worthless declaration for 

Expired Warrants/Rights. 

Reactivation of Expired Warrants/ 

Rights: DTC is proposing to amend the 

OA to replace and revise the language 

relating to reactivation of Expired 

Warrants/Rights to (i) enhance the 

readability of the requirements and (ii) 

change the email address to which a 

notice of reactivation is required to be 

sent from voluntaryreorg

announcements@dtcc.com to 

conversionsandwarrants

announcements@dtcc.com. 

2. Statutory Basis 

Section 17A(b)(3)(F) of the Act 

requires, in part, that the Rules be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions.11 DTC believes 

that by amending the OA to (i) permit 

DTC to delete the Participant positions 

and dispose of the underlying 

certificates, if any, for an Expired 

Warrant/Right, provided that DTC did 

not receive a notice of extension within 

the ten (10) business days’ Notice Period 

for a warrant or the two (2) business 

days’ Notice Period for rights, as 

applicable; and (ii) make technical and 

clarifying changes to the OA with 

respect to Expired Warrants/Rights, the 

proposed rule change would facilitate 

the ability of Issuers, Agents, and 

Participants to understand their rights 

and obligations relating to Expired 

Warrants/Rights and activity relating 

thereto. Therefore, DTC believes that the 

proposed rule change is designed to 

promote the prompt and accurate 

clearance and settlement of securities 

transactions, consistent with section 

17A(b)(3)(F) of the Act, cited above. 

Rule 17Ad–22(e)(11) under the Act 12

requires, in part, that DTC establish, 

implement, maintain and enforce 

written policies and procedures 

reasonably designed to maintain 

securities in an immobilized or 

dematerialized form for their transfer by 

book entry, ensure the integrity of 

securities issues, and minimize and 

manage the risks associated with the 

safekeeping and transfer of securities. 

DTC believes that by amending the OA 

to permit DTC to delete all Participant 

positions and dispose of any underlying 

certificates for an Expired Warrant/ 

Right, without further instruction or 

notice, provided that DTC has not 

received a notice of extension for the 

Expired Warrant/Right from the Issuer 

or Agent within the applicable Notice 

Period, the proposed rule change would 

reduce the burden, costs, and risks 

associated with the administration of 

the Confirmation process, the 

recordkeeping of Participant positions 

in Expired Warrants/Rights, and the 

custody of the physical certificates for 

Expired Warrants/Rights. Based on the 

foregoing, DTC believes that the 

proposed rule change is designed to 

enhance DTC’s maintenance of 

Participants’ book-entry positions in 

warrants and rights, and its management 

and reduction of the risks associated 

with the safekeeping of its physical 

securities inventory, consistent with 

Rule 17Ad–22(e)(11) under the Act, 

cited above. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

DTC believes that the proposed rule 

change to amend the OA to (i) permit 

DTC to delete the Participant positions 

and dispose of the underlying 

certificates, if any, for an Expired 

Warrant/Right, provided that DTC did 

not receive a notice of extension within 

the ten (10) business days’ Notice Period 

for a warrant or the two (2) business 

days’ Notice Period for rights, as 

applicable; and (ii) make technical and 

clarifying changes to the OA with 

respect to Expired Warrants/Rights 

procedures, would not have any impact 

on competition.13 The proposed rule 

change would merely streamline the 

processing of Expired Warrants/Rights 

and would apply to all Issuers and 

Agents of Expired Warrants/Rights and 

to all holders of Expired Warrants/ 

Rights. In light of the foregoing, DTC 

does not believe that the proposed rule 

change would impose a burden on 

competition.14


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Notices 66923 

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

16 17 CFR 240.19b–4(f)(6). 

17 17 CFR 200.30–3(a)(12). 

1See 44 U.S.C. 3501 et seq. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not received or solicited any 

written comments relating to this 

proposal. If any written comments are 

received, they would be publicly filed 

as an Exhibit 2 to this filing, as required 

by Form 19b–4 and the General 

Instructions thereto. 

Persons submitting comments are 

cautioned that, according to Section IV 

(Solicitation of Comments) of the 

Exhibit 1A in the General Instructions to 

Form 19b–4, the Commission does not 

edit personal identifying information 

from comment submissions. 

Commenters should submit only 

information that they wish to make 

available publicly, including their 

name, email address, and any other 

identifying information. 

All prospective commenters should 

follow the Commission’s instructions on 

how to submit comments, available at 

www.sec.gov/regulatory-actions/how-tosubmit-comments. General questions 

regarding the rule filing process or 

logistical questions regarding this filing 

should be directed to the Main Office of 

the Commission’s Division of Trading 

and Markets at tradingandmarkets@

sec.gov or 202–551–5777. 

DTC reserves the right to not respond 

to any comments received. 

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) of the 

Act 15 and Rule 19b–4(f)(6) 

thereunder.16

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. 

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 rule-comments@

sec.gov. Please include file number SR– 

DTC–2023–009 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to file 

number SR–DTC–2023–009. 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 DTC 

and on DTCC’s website (http://

dtcc.com/legal/sec-rule-filings.aspx). 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–DTC–2023–009 and 

should be submitted on or before 

October 19, 2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21137 Filed 9–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. S7–05–22, OMB Control No. 

3235–XXXX] 

Submission for OMB Review; 

Comment Request: Rule 15c6–2 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

provided for 17 CFR 240.15c6–2 (‘‘Rule 

15c6–2’’) under the Securities Exchange 

Act of 1934 (‘‘Exchange Act’’) (15 U.S.C. 

78a et seq.). The Commission has 

submitted this collection of information 

to the Office of Management and Budget 

(‘‘OMB’’) for approval. The title of the 

information collection is ‘‘Rule 15c6–2.’’ 

An agency may not conduct or sponsor, 

and a person is not required to respond 

to, a collection of information under the 

PRA unless it displays a currently valid 

OMB control number. 

Rule 15c6–2 was adopted as part of 

the final rules to shorten the standard 

settlement cycle for securities 

transactions from two business days 

after the transaction date to one 

business day following the transaction 

date. The compliance date for adopted 

Rule 15c6–2 is May 28, 2024. Certain 

provisions of Rule 15c6–2 contain 

‘‘collection of information’’ 

requirements within the meaning of the 

PRA.1 The requirements for this 

collection of information is mandatory 

for any broker or dealer (‘‘brokerdealer’’) engaging in the allocation, 

confirmation, or affirmation process 

with another party or parties to achieve 

settlement of a securities transaction 

that is subject to the requirements of 

§ 240.15c6–1(a) to either enter into 

written agreements as specified in the 

rule or establish, maintain, and enforce 

written policies and procedures 

reasonably designed to address certain 

objectives related to completing 


ddrumheller on DSK120RN23PROD with NOTICES1