17970 Federal Register / Vol. 72, No. 68 / Tuesday, April 10, 2007 / Notices 

8 15 U.S.C. 78f. 

9 15 U.S.C. 78f(b)(4). 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(2). 12 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). 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,8 in 

general, and with Section 6(b)(4) of the 

Act,9 in particular, in that it provides for 

the equitable allocation of reasonable 

dues, fees, and other charges among 

members and issuers and other persons 

using any facility or system which 

Nasdaq operates or controls. Nasdaq 

believes that this change will ensure 

that the level of fees and rebates 

associated with trading securities at 

prices under $1 is consistent with the 

value of these securities, the costs of 

routing orders to other market centers 

for execution, and the requirements of 

Rule 610 of Regulation NMS. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing rule change 

establishes or changes a due, fee, or 

other charge applicable only to a 

member imposed by Nasdaq, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 10 and 

subparagraph (f)(2) of Rule 19b–4 

thereunder.11 At any time within 60 

days of the filing of the proposed rule 

change, the Commission may summarily 

abrogate 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2007–026 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2007–026. This 

file number should be included on the 

subject line if e-mail 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 Web site (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 inspection and copying in 

the Commission’s Public Reference 

Room. Copies of such filing also will be 

available for inspection and copying at 

the principal office of Nasdaq. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2007–026 and 

should be submitted on or before May 

1, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–6674 Filed 4–9–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55567; File No. SR–NYSE–

2007–35] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Technical Amendments to the 

Amended and Restated Certificate of 

Incorporation of NYSE Euronext 

April 2, 2007. 

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 March 29, 

2007, New York Stock Exchange LLC 

(‘‘Exchange’’ or ‘‘NYSE’’) 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 

substantially by the Exchange. The 

Exchange filed the proposed rule change 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(6) thereunder,4

which renders the proposal effective 

upon filing with the Commission. 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 make 

certain technical changes to the 

amended and restated certificate of 

incorporation of NYSE Euronext to 

remove all references to ‘‘Year 1 NYSE 

Shares’’ and ‘‘Year 1 NYSE Group 

Shares’’ from the provisions regarding 

transfer restrictions and to clarify that it 

is the currently operative certificate of 

incorporation of NYSE Group, Inc. (and 

not the certificate of incorporation of 

NYSE Group, Inc. that will be operative 

after the closing of the Combination (as 

defined below)) which contains the 

definitions of the terms ‘‘Year 2 NYSE 

Share’’ and ‘‘Year 3 NYSE Share.’’ The 

text of the proposed rule change is 

available at the Exchange, http:// 

www.nyse.com, and 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 

Exchange included statements 


cprice-sewell on PROD1PC66 with NOTICES
Federal Register / Vol. 72, No. 68 / Tuesday, April 10, 2007 / Notices 17971 

5Securities Exchange Act Release No. 55293 

(February 14, 2007), 72 FR 8033 (February 22, 2007) 

(SR–NYSE–2006–120). 

6The Commission notes that the Exchange 

included references in the proposed rule change to 

filing the amended and restated certificate of 

incorporation of NYSE Euronext with the Delaware 

Secretary of State and the Secretary of State of New 

York, before and at the closing of the Combination. 

The Commission staff clarified with the Exchange 

that the correct reference should be to filing with 

the Delaware Secretary of State before the closing 

of the Combination. Telephone conversation 

between Janet Kissane, Vice President and 

Associate General Counsel, NYSE Group, and Kim 

M. Allen, Special Counsel, Division of Market 

Regulation, Commission, on March 29, 2007. 

7 15 U.S.C. 78f(b)(5). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). 10 Id. 11 17 CFR 240.19b–4(f)(6)(iii). 12The Exchange also asked the Commission to 

waive the five-business day pre-filing notice 

requirement. See Rule 19b–4(f)(6)(iii), 17 CFR 

240.19b–4(f)(6)(iii). The Commission is exercising 

its authority to designate a shorter time, and notes 

that the Exchange provided the Commission with 

written notice of its intention to file the proposed 

rule change on March 26, 2007. 13For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f). 

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 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant aspects 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, a New York limited 

liability company, registered national 

securities exchange, and self-regulatory 

organization, is submitting this rule 

filing to the Commission in connection 

with the proposed business combination 

(‘‘Combination’’) of NYSE Group, Inc., a 

Delaware corporation (‘‘NYSE Group’’), 

with Euronext N.V., a company 

organized under the laws of The 

Netherlands (‘‘Euronext’’). As a result of 

the Combination, the businesses of 

NYSE Group (including that of the 

Exchange and NYSE Arca, Inc., a 

Delaware corporation, registered 

national securities exchange, and selfregulatory organization) and Euronext 

will be held under a single, publicly 

traded holding company named NYSE 

Euronext, a Delaware corporation 

(‘‘NYSE Euronext’’). Following the 

Combination, each of NYSE Group and 

Euronext (or a successor Dutch holding 

company) will be a separate subsidiary 

of NYSE Euronext, and their respective 

businesses and assets will continue to 

be held as they are currently held 

(subject to any post-closing 

reorganization of Euronext). The 

Commission has approved the 

Exchange’s rule filing in connection 

with the Combination (‘‘Combination 

Filing’’) 5 and the Combination is 

scheduled to close on April 4, 2007. 

Subsequent to the Combination 

Filing’s approval, the transfer 

restrictions on the Year 1 NYSE Shares, 

as defined in the currently operative 

certificate of incorporation of NYSE 

Group, expired, causing the references 

to ‘‘NYSE Year 1 Shares’’ and ‘‘NYSE 

Group Year 1 Shares’’ in the amended 

and restated certificate of incorporation 

of NYSE Euronext to become obsolete 

and potentially confusing. Additionally, 

the Exchange wishes to clarify that it is 

the currently operative certificate of 

incorporation of NYSE Group (and not 

the certificate of incorporation of NYSE 

Group that will be operative after the 

closing of the Combination) in which 

the terms ‘‘Year 2 NYSE Share’’ and 

‘‘Year 3 NYSE Share’’ are defined. The 

Exchange is also adding the date on 

which the amended and restated 

certificate of incorporation of NYSE 

Euronext is being filed. The proposed 

changes do not affect the substance of 

the amended and restated certificate of 

incorporation of NYSE Euronext in any 

way. The Exchange needs the proposed 

rule change to be effective and operative 

prior to the consummation of the 

Combination, as it must file the 

amended and restated certificate of 

incorporation of NYSE Euronext with 

the Delaware Secretary of State before 

the closing of the Combination,6 as 

contemplated by the Combination 

Filing. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirement under Section 6(b)(5) 7

of the Act that an exchange have rules 

that are designed to promote just and 

equitable principles of trade, 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. 

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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on 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: (A) Significantly affect 

the protection of investors or the public 

interest; (B) impose any significant 

burden on competition; and (C) become 

operative for 30 days after the date of 

the filing, 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 8 and Rule 

19b–4(f)(6) thereunder.9

A proposed rule change filed under 

Rule 19b–4(f)(6) 10 normally may not 

become operative prior to 30 days after 

the date of filing. However, Rule 19b–

4(f)(6)(iii) 11 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has requested that the 

Commission waive the 30-day operative 

delay, and designate the proposed rule 

change immediately operative.12 The 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest.13 The Exchange has 

stated that the amended and restated 

certificate of incorporation of NYSE 

Euronext as modified by this proposed 

rule change must be filed with the 

Delaware Secretary of State before the 

closing of the Combination that is 

scheduled for April 4, 2007. The 

Commission notes that the proposed 

modifications to the amended and 

restated certificate of incorporation of 

NYSE Euronext are technical changes 

that are non-substantive. Accordingly, 

the Commission designates that the 

proposed rule change become operative 

immediately. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

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 


cprice-sewell on PROD1PC66 with NOTICES
17972 Federal Register / Vol. 72, No. 68 / Tuesday, April 10, 2007 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(1). 

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

6 15 U.S.C. 78s(b)(3)(A)(i). 

7 17 CFR 19b–4(f)(1). 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2007–35 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2007–35. This file 

number should be included on the 

subject line if e-mail 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 Web site (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 inspection and copying in 

the Commission’s Public Reference 

Room. Copies of such filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2007–35 and should 

be submitted on or before May 1, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–6669 Filed 4–9–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55574; File No. SR–NYSE–

2007–36] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Section 802.01C of the Listed 

Company Manual, Clarifying That the 

Exchange Uses the Closing Price 

Reported on the Consolidated Tape To 

Determine Compliance With Its Price 

Test 

April 3, 2007. 

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 March 29, 

2007, the New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change is described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

Exchange. The NYSE filed this proposal 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(1) thereunder,4

which renders it effective upon filing 

with the Commission. 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 NYSE proposes to amend Section 

802.01C of its Listed Company Manual 

(the ‘‘Manual’’) to clarify that, for 

purposes of determining whether a 

company is below the $1.00 share price 

compliance standard, the Exchange uses 

the closing price reported on the 

consolidated tape. The text of the 

proposed rule change is available at the 

Exchange, on the Exchange’s Web site at 

http://www.nyse.com, 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 

Exchange 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 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 802.01C of the Manual 

provides that a company will be 

considered to be below compliance 

standards if the average closing price of 

a security is less than $1.00 over a 

consecutive 30 trading-day period. The 

Exchange proposes to amend Section 

802.01C to clarify that the pricing 

information that it uses for this purpose 

is the closing price reported on the 

consolidated tape. The Exchange states 

that this is consistent with its 

longstanding practice in applying this 

rule. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) of the Act 5 that an 

exchange have rules that are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing proposed rule change 

has become effective upon filing 

pursuant to Section 19(b)(3)(A)(i) of the 

Act 6 and Rule 19b–4(f)(1) thereunder 7

because it constitutes a stated policy, 

practice, or interpretation with respect 

to the meaning, administration, or 

enforcement of an existing rule. At any 


cprice-sewell on PROD1PC66 with NOTICES