Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 68675 

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

2 17 CFR 240.19b–4. 

I. Submitting Comments 

A. Obtaining Information 

Please refer to Docket ID NRC–2023– 

0079 when contacting the NRC about 

the availability of information for this 

action. You may obtain publicly 

available information related to this 

action by any of the following methods: 

• Federal Rulemaking website: Go to 

https://www.regulations.gov and search 

for Docket ID NRC–2023–0079. 

• NRC’s Agencywide Documents 

Access and Management System 

(ADAMS): You may obtain publicly 

available documents online in the 

ADAMS Public Documents collection at 

https://www.nrc.gov/reading-rm/ 

adams.html. To begin the search, select 

‘‘Begin Web-based ADAMS Search.’’ For 

problems with ADAMS, please contact 

the NRC’s Public Document Room (PDR) 

reference staff at 1–800–397–4209, at 

301–415–4737, or by email to 

PDR.Resource@nrc.gov. The draft SRP 

Section 15.0, Revision 4, 

‘‘Introduction—Transient and Accident 

Analyses’’ is available in ADAMS under 

Accession No. ML22319A149. 

• NRC’s PDR: The PDR, where you 

may examine and order copies of 

publicly available documents, is open 

by appointment. To make an 

appointment to visit the PDR, please 

send an email to PDR.Resource@nrc.gov 

or call 1–800–397–4209 or 301–415– 

4737, between 8 a.m. and 4 p.m. eastern 

time (ET), Monday through Friday, 

except Federal holidays. 

B. Submitting Comments 

The NRC encourages electronic 

comment submission through the 

Federal rulemaking website (https://

www.regulations.gov). Please include 

Docket ID NRC–2023–0079 in your 

comment submission. 

The NRC cautions you not to include 

identifying or contact information that 

you do not want to be publicly 

disclosed in your comment submission. 

The NRC will post all comment 

submissions at https://

www.regulations.gov as well as enter the 

comment submissions into ADAMS. 

The NRC does not routinely edit 

comment submissions to remove 

identifying or contact information. 

If you are requesting or aggregating 

comments from other persons for 

submission to the NRC, then you should 

inform those persons not to include 

identifying or contact information that 

they do not want to be publicly 

disclosed in their comment submission. 

Your request should state that the NRC 

does not routinely edit comment 

submissions to remove such information 

before making the comment 

submissions available to the public or 

entering the comment into ADAMS. 

II. Discussion 

On August 2, 2023, the NRC solicited 

comments on Draft NUREG 0800, 

‘‘Standard Review Plan for the Review 

of Safety Analysis Reports for Nuclear 

Power Plants: LWR Edition,’’ Section 

15.0, Revision 4, ‘‘Introduction— 

Transient and Accident Analyses.’’ The 

NRC sought comments on the proposed 

draft section revision of the Standard 

Review Plan (SRP), concerning the 

evaluation of the safety of a nuclear 

power plant that requires analyses of the 

plant’s responses to postulated 

equipment failures or malfunctions. The 

public comment period closed on 

October 2, 2023 (88 FR 50918). The NRC 

has decided to reopen the public 

comment period for this document for 

30 days to allow more time for members 

of the public to develop and submit 

comments. Comments must be 

submitted no later than November 3, 

2023. Comments received after this date 

will be considered, if it is practical to do 

so, but the Commission is able to ensure 

consideration only for comments 

received on or before this date. 

Dated: September 29, 2023. 

For the Nuclear Regulatory Commission. 

Gerond A. George, 

Chief, Licensing Project Branch, Division of 

Operating Reactors, Office of Nuclear Reactor 

Regulation. 

[FR Doc. 2023–22052 Filed 10–3–23; 8:45 am] 

BILLING CODE 7590–01–P 

RAILROAD RETIREMENT BOARD 

Sunshine Act Meetings 

TIME AND DATE: 10:00 a.m., October 11, 

2023. 

PLACE: Members of the public wishing 

to attend the meeting must submit a 

written request at least 24 hours prior to 

the meeting to receive dial-in 

information. All requests must be sent 

to SecretarytotheBoard@rrb.gov. 

STATUS: This meeting will be open to the 

public. 

MATTERS TO BE CONSIDERED: 

• Office of Legislative Affairs Update. 

CONTACT PERSON FOR MORE INFORMATION: 

Stephanie Hillyard, Secretary to the 

Board, (312) 751–4920. 

Authority: 5 U.S.C. 552b. 

Dated: September 29, 2023. 

Stephanie Hillyard, 

Secretary to the Board. 

[FR Doc. 2023–22153 Filed 10–2–23; 11:15 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98662; File No. SR–NYSE– 

2023–34] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Section 312.03(b) of the NYSE 

Listed Company Manual To Modify the 

Circumstances Under Which a Listed 

Company Must Obtain Shareholder 

Approval of a Sale of Securities Below 

the Minimum Price to a Substantial 

Security Holder of the Company 

September 29, 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 26, 2023, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) 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 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 

Section 312.03(b) of the NYSE Listed 

Company Manual (‘‘Manual’’) to modify 

the circumstances under which a listed 

company must obtain shareholder 

approval of a sale of securities to a 

substantial security holder of the listed 

company. The text of the proposed rule 

change is set forth in Exhibit 5 attached 

[sic] hereto. 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, 


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68676 Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 

3For example, if the transaction is signed after the 

close of the regular session at 4:00 p.m. Eastern 

Standard Time on a Tuesday, then Tuesday’s 

official closing price is used. If the transaction is 

signed at any time between the close of the regular 

session on Monday and the close of the regular 

session on Tuesday, then Monday’s official closing 

price is used. 

4 15 U.S.C. 78f(b). 

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

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 

Section 312.04(e) of the Manual 

provides that an interest consisting of 

less than either five percent of the 

number of shares of common stock or 

five percent of the voting power 

outstanding of a company or entity shall 

not be considered a substantial interest 

or cause the holder of such an interest 

to be regarded as a substantial security 

holder. 

Section 312.03(b)(i) of the Manual 

provides that shareholder approval is 

required prior to the issuance of 

common stock, or of securities 

convertible into or exercisable for 

common stock, in any transaction or 

series of related transactions, to a 

director, officer or substantial security 

holder of the company if the number of 

shares of common stock to be issued, or 

if the number of shares of common stock 

into which the securities may be 

convertible or exercisable, exceeds 

either one percent of the number of 

shares of common stock or one percent 

of the voting power outstanding before 

the issuance. 

The Manual provides an exception to 

the shareholder approval requirement if 

such transaction is a cash sale for a 

price that is at least the Minimum Price. 

Section 312.04(h) defines the Minimum 

Price as a price that is the lower of: (i) 

the Official Closing Price immediately 

preceding the signing of the binding 

agreement; or (ii) the average Official 

Closing Price for the five trading days 

immediately preceding the signing of 

the binding agreement. Section 312.04(i) 

defines the ‘‘Official Closing Price’’ of 

an issuer’s common stock as the official 

closing price on the Exchange as 

reported to the Consolidated Tape 

immediately preceding the signing of a 

binding agreement to issue the 

securities.3

Certain NYSE listed companies are 

significantly dependent on their ability 

to regularly raise additional capital to 

fund their operations or acquire new 

assets. For example, pre-revenue stage 

biotechnology companies regularly seek 

additional capital to fund their research 

and development activities and real 

estate investment trusts seek to fund the 

acquisition of new properties by selling 

equity securities in private placements 

or direct registered sales priced at a 

small discount to the prevailing market 

price. It is the Exchange’s understanding 

that, in many cases, existing 

shareholders of the listed company are 

willing purchasers of securities in such 

circumstances, as they already 

understand the company’s business and 

have a positive view of its future 

prospects. Sales to existing shareholders 

can also be advantageous to both the 

issuer and the shareholders because of 

the speed with which a direct sale to an 

existing shareholder can be completed if 

no shareholder approval is required. 

However, the benefits of low transaction 

costs and speed of execution that 

typically exist when conducting these 

transactions with existing shareholders 

face countervailing factors if the 

counterparty is deemed to be a 

substantial securityholder for purposes 

of Section 312.03(b)(i). In such cases, to 

mitigate potential conflicts of interest, 

Exchange rules require that any sale 

below the Minimum Price can relate to 

no more than one per cent of the shares 

of common stock or one percent of the 

voting power outstanding before the 

issuance. Any such transaction that 

relates to more than one per cent of the 

common stock is subject to shareholder 

approval, which imposes significant 

delay and additional costs on the issuer, 

thereby often making the sale 

impracticable. This one percent 

limitation is therefore a significant 

restriction on the ability of an NYSE 

listed company to raise capital from its 

existing shareholders. Notably, the 

NYSE is the only listing exchange in the 

United States that has such a limitation 

in its rules and NYSE companies are 

therefore at a disadvantage in raising 

additional capital when compared to 

their peers listed on other national 

securities exchanges. 

The Exchange believes there are 

significant benefits from the protection 

provided to a listed company’s investors 

by the shareholder approval 

requirements in Section 312.03(b)(i) 

when a purchaser of the securities in a 

transaction is an officer or director or 

other control person of the company. In 

such cases, the potential exists for a 

related party purchaser to use their 

influence within the company to obtain 

superior terms from the company to the 

detriment of the company’s 

shareholders as a whole. However, the 

current definition of substantial security 

holder used in the rule also applies to 

passive holders of a company’s common 

stock who have no board or 

management representation and who 

may have acquired their position in the 

company entirely through secondary 

market trades. The Exchange believes 

that transactions with these kinds of 

passive holders do not give rise to the 

potential conflicts of interest in the 

determination of transaction terms that 

exist where the purchaser has a role in 

the listed company’s board or 

management. 

In light of the foregoing, the Exchange 

proposes to amend Section 312.03(b)(i) 

to limit its application to related parties 

whose interest in the company is not 

passive in nature. As proposed, Section 

312.03(b)(i) would be limited in 

application to sales to a director, officer, 

controlling shareholder or member of a 

control group or any other substantial 

security holder of the company that has 

an affiliated person who is an officer or 

director of the company. For purposes 

of determining the existence of a control 

group, the Exchange proposes to rely on 

the filings on Form 13D or 13G 

disclosing the existence of a group as 

defined in Exchange Act Rule 13D–5. 

The Exchange proposes to amend 

Section 312.04 to include a new 

definition for purposes of Section 

312.03, providing that a ‘‘control group’’ 

means a group as defined in Exchange 

Act Rule 13D–5 that controls the listed 

company. 

The Exchange notes that any listed 

company selling securities in a private 

placement that does not meet the 

Minimum Price requirement to a 

passive investor will remain subject to 

the shareholder approval requirement of 

Section 312.03(c) if such transaction 

relates to 20 percent or more of the 

issuer’s common stock. In addition, any 

such transaction would remain subject 

to shareholder approval under Section 

312.03(e) if it resulted in a change of 

control. Finally, the Exchange notes that 

Section 312.03(b)(i) as proposed to be 

amended would continue to provide a 

significant protection to shareholders 

against conflicts of interest in sales of 

securities to related parties and that no 

other listing venue has such a protection 

in its rules. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,4 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act 5 in particular, in that it is 

designed to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 


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Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 68677 

6 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). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

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

4See Securities Exchange Act Release No. 98394 

(September 14, 2023), 88 FR 64947 (‘‘Notice’’). 

5 15 U.S.C. 78s(b)(3)(C). 

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 is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. The 

Exchange believes that proposed 

amended Section 312.03(b)(i) is 

consistent with the protection of 

investors and the public interest. 

Specifically, the amended rule 

continues to provide for shareholder 

approval of below-market sales of 

securities to related parties of a listed 

company where a potential conflict of 

interest exists that related parties could 

use their influence within the company 

to obtain superior terms from the 

company to the detriment of the 

company’s shareholders as a whole. The 

proposed rule only modifies the existing 

rule to permit sales to passive investors 

with respect to whom the Exchange 

believes that the potential for such selfdealing does not exist. The Exchange 

believes that the proposed amendment 

would promote competition among 

listing venues by removing a limitation 

on capital raising by listed companies 

that does not exist for their peers on 

other listing exchanges. 

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 

Exchange believes that the proposed 

amendment increases competition 

among listing venues by removing a 

limitation on capital raising by listed 

companies that does not exist for their 

peers on other listing exchanges. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2023–34 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–2023–34. 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–2023–34 and should be 

submitted on or before October 25, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–22038 Filed 10–3–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98652; File No. SR– 

CboeEDGA–2023–015] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Suspension of 

and Order Instituting Proceedings To 

Determine Whether To Approve or 

Disapprove Proposed Rule Change To 

Amend Its Fee Schedule Related to 

Physical Port Fees 

September 29, 2023. 

I. Introduction 

On September 1, 2023, Cboe EDGA 

Exchange, Inc. (the ‘‘Exchange’’ or 

‘‘EDGA’’) 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 (File Number SR– 

CboeEDGA–2023–015) to amend its fee 

schedule to increase the monthly fee for 

10 gigabit (‘‘Gb’’) physical ports. The 

proposed rule change was immediately 

effective upon filing with the 

Commission pursuant to Section 

19(b)(3)(A) of the Act.3 The proposed 

rule change was published for comment 

in the Federal Register on September 

20, 2023.4 Pursuant to Section 

19(b)(3)(C) of the Act,5 the Commission 

is hereby: (1) temporarily suspending 

the proposed rule change; and (2) 

instituting proceedings to determine 

whether to approve or disapprove the 

proposed rule change. 

II. Background and Description of the 

Proposed Rule Change 

The Exchange proposes to amend its 

fee schedule. The Exchange proposes to 

increase the monthly fee for 10 Gb 


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