Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Notices 40795 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4. Docket No(s).: CP2017–242; Filing 

Title: Notice of the United States Postal 

Service of Filing Modification Three to 

a Global Plus 1D Negotiated Service 

Agreement; Filing Acceptance Date: 

August 10, 2018; Filing Authority: 39 

CFR 3015.5; Public Representative: 

Lawrence Fenster; Comments Due: 

August 20, 2018. 

5. Docket No(s).: CP2017–248; Filing 

Title: Notice of the United States Postal 

Service of Filing Modification Three to 

a Global Plus 1D Negotiated Service 

Agreement; Filing Acceptance Date: 

August 10, 2018; Filing Authority: 39 

CFR 3015.5; Public Representative: 

Lawrence Fenster; Comments Due: 

August 20, 2018. 

This Notice will be published in the 

Federal Register. 

Stacy L. Ruble, 

Secretary. 

[FR Doc. 2018–17682 Filed 8–15–18; 8:45 am] 

BILLING CODE 7710–FW–P 

PRESIDIO TRUST 

Notice of Public Meeting 

AGENCY: The Presidio Trust. 

ACTION: Notice of public meeting. 

SUMMARY: In accordance with the 

Presidio Trust Act, and in accordance 

with the Presidio Trust’s bylaws, notice 

is hereby given that a public meeting of 

the Presidio Trust Board of Directors 

will be held commencing 4:30 p.m. on 

September 27, 2018, at the Officers’ 

Club, 50 Moraga Avenue, Presidio of 

San Francisco, California. 

The purposes of this meeting are: To 

provide the Board Chair’s report; to 

provide the Chief Executive Officer’s 

report; to receive presentations of 

concept proposals for development of 

the Fort Scott site; to receive public 

comment on the concept proposals for 

the Fort Scott site; to consider and 

potentially select which proposers will 

be invited to respond to a Request for 

Proposal for the Fort Scott site; and to 

receive public comment on other 

matters pertaining to Trust business. 

Individuals requiring special 

accommodation at this meeting, such as 

needing a sign language interpreter, 

should contact Mollie Matull at 

415.561.5300 prior to September 18, 

2018. 

DATES: The meeting will begin at 4:30 

p.m. on September 27, 2018. 

ADDRESSES: The meeting will be held at 

the Officers’ Club, 50 Moraga Avenue, 

Presidio of San Francisco. 

FOR FURTHER INFORMATION CONTACT: 

Nancy J. Koch, General Counsel, the 

Presidio Trust, 103 Montgomery Street, 

P.O. Box 29052, San Francisco, 

California 94129–0052, Telephone: 

415.561.5300. 

Dated: August 9, 2018. 

Nancy J. Koch, 

General Counsel. 

[FR Doc. 2018–17662 Filed 8–15–18; 8:45 am] 

BILLING CODE 4310–4R–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83822; File No. SR– 

NYSEAMER–2018–37] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change To Amend Section 140 and 

Section 142 of the NYSE American 

Company Guide To Eliminate the Initial 

Application Fee for SPACs Applying 

To List and Amend the Additional 

Shares Fee for Shares Issued in 

Conjunction With a Business 

Combination if the SPAC Remains 

Listed After Such Business 

Combination 

August 10, 2018. 

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 July 31, 

2018, NYSE American LLC (the 

‘‘Exchange’’ or ‘‘NYSE American’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 140 of the NYSE American 

Company Guide to provide that a 

company applying to list as a special 

purpose acquisition company (‘‘SPAC’’) 

under Section 119 of the Company 

Guide will not be required to pay an 

Initial Application Fee. The Exchange 

also proposes to amend Section 142 of 

the Company Guide to provide that a 

SPAC remaining listed after 

consummation of the Business 

Combination will not be required to pay 

listing fees in relation to the issuance of 

any additional shares (i) in connection 

with the consummation of the Business 

Combination; or (ii) in a transaction that 

occurs at the same time as the Business 

Combination with a closing 

contractually contingent on the 

consummation of the Business 

Combination. The proposed 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 

Section 119 of the Company Guide 

provides for the listing of companies 

with no prior operating history 

(‘‘SPACs’’) that conduct an initial public 

offering for the purpose of engaging in 

a merger or acquisition with one or 

more unidentified companies within a 

specific period of time (not to exceed 36 

months) (the ‘‘Business Combination’’). 

At least 90% of the gross proceeds of a 

SPAC’s IPO and any concurrent sale by 

the company of equity securities must 

be deposited in a trust account 

maintained by an independent trustee, 

an escrow account maintained by an 

‘‘insured depository institution,’’ as that 

term is defined in Section 3(c)(2) of the 

Federal Deposit Insurance Act, or in a 

separate bank account established by a 

registered broker or dealer (collectively, 

a ‘‘deposit account’’) pending 

completion of the Business Combination 

or dissolution of the SPAC. The 

Business Combination must have an 

aggregate fair market value of at least 

80% of the value of the deposit account 

(excluding any deferred underwriter’s 

fees and taxes payable on the income 

earned on the deposit account) at the 

time of the agreement. A listed SPAC 

may remain listed upon consummation 

of its Business Combination, provided it 


sradovich on DSK3GMQ082PROD with NOTICES
40796 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Notices 

4See Section 140 of the NYSE American 

Company Guide. 5See Section 902.02 of the NYSE Listed Company 

Manual. 6See NASDAQ Marketplace Rule 5910(a)(7)(i). 

7The Exchange believes that it is appropriate to 

provide this waiver to a SPAC at the time of its 

Business Combination and not to an operating 

company that would also be subject to additional 

listing fees in connection with a share issuance 

subsequent to listing. In the Exchange’s experience, 

there is generally no parallel to the Business 

Combination in the life cycle of an operating 

company that would cause it to reconsider its 

listing venue at the time it issued additional shares, 

so the anomaly the Exchange seeks to address in 

relation to SPACs is not relevant to operating 

companies. 

8 15 U.S.C. 78f(b). 

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

10 15 U.S.C. 78f(b)(5). 

meets the criteria for initial listing of an 

operating company. 

Proposed Waiver of the Initial 

Application Fee for SPACs 

Pursuant to Section 140 of the 

Company Guide, issuers applying for 

initial listing on the Exchange must 

(subject to enumerated exceptions) pay 

a $5,000 initial application fee (the 

‘‘Initial Application Fee’’). The Initial 

Application Fee is deducted from the 

amount of initial listing fees payable by 

an applicant at the time of its initial 

listing. The Exchange proposes to 

amend Section 140 to provide that 

companies listed as SPACs under 

Section 119 of the Company Guide 

would not be charged the Initial 

Application Fee. SPACs applying to list 

almost always complete their offerings 

and the Exchange is therefore unlikely 

to incur unreimbursed costs in 

reviewing their applications, which was 

the concern the Exchange was 

addressing when it adopted the Initial 

Application Fee. 

Proposed Waiver of Additional Listing 

Fees in Connection With SPAC Business 

Combinations 

The Exchange has observed that a 

SPAC will frequently reconsider its 

listing venue in connection with the 

consummation of its Business 

Combination. The Business 

Combination is a transformative event 

in the life cycle of a SPAC, when it 

becomes an operating company instead 

of a blank check company. In 

connection with that transformation, a 

SPAC will frequently put in place a new 

management team and significantly 

change its board of directors and it will 

often have a significantly different 

shareholder base after the Business 

Combination than it had as a SPAC. In 

effect, a SPAC after its Business 

Combination is a completely different 

company and it is for this reason that 

the board and management of the 

company after the transaction would 

want to reconsider the positioning of the 

company in many respects, including its 

listing venue. 

The market for the retention or 

transfer to another exchange of these 

companies is very competitive and a 

number of transfers to a new listing 

venue have occurred in connection with 

the completion of a SPAC’s Business 

Combination. The listing rules of the 

Exchange,4 the New York Stock 

Exchange 5 and NASDAQ Stock Market 6

all provide for a waiver of all initial 

listing fees in connection with a transfer 

from another national securities 

exchange, so a SPAC moving its listing 

upon consummation of its Business 

Combination does not pay any listing 

fees in connection with such transfer or 

the issuance of any new shares at the 

time of its Business Combination. 

However, pursuant to the provisions of 

Section 142 of the Company Guide, a 

SPAC remaining listed on the Exchange 

upon consummation of its Business 

Combination must pay additional listing 

fees in relation to any additional shares 

issued in connection with the Business 

Combination. In such a case, the SPAC 

would be faced with the anomalous 

situation where there would be no 

listing fee burden associated with a 

transfer to another exchange but it 

would be required to pay significant 

additional listing fees if it remained on 

its incumbent exchange. Consequently, 

to eliminate this disparate treatment of 

companies listing after a Business 

Combination, the Exchange proposes to 

amend Section 142 to provide that any 

SPAC remaining listed on the Exchange 

upon consummation of its Business 

Combination would no longer be subject 

to any additional listing fees with 

respect to any shares issued in 

connection with such Business 

Combination. 

In addition, the Exchange has 

observed that it is not uncommon for a 

SPAC to raise capital by selling shares 

in a private placement in conjunction 

with the consummation of its Business 

Combination to fund its new business 

after the Business Combination. The 

private placement generally closes at the 

same time as the consummation of the 

Business Combination and the closing 

of the private placement is contractually 

conditioned on such consummation. 

Under current Exchange rules, the 

SPAC would be required to pay listing 

fees with respect to the shares issued in 

any such private placement. By contrast, 

if the SPAC chose to transfer to another 

listing venue at the time of 

consummation of its Business 

Combination, the other market would 

charge no listing fees on those shares as 

they would be subject to the listing fee 

exemption, which all of the exchanges 

have, for shares outstanding at the time 

of transfer. As this anomaly would 

impose a cost on the SPAC if it 

remained on the Exchange where none 

would be incurred if the company chose 

to transfer, the Exchange proposes to 

amend Section 142 to provide that a 

SPAC that remains listed after 

consummation of its Business 

Combination would not be required to 

pay listing fees in relation to the 

issuance of any additional shares in a 

transaction that occurs at the same time 

as the Business Combination with a 

closing contractually contingent on the 

consummation of the Business 

Combination.7

The Exchange does not expect the 

revenues it forgoes as a result of the 

proposed amendments to Sections 140 

and 142 to negatively affect its ability to 

conduct its regulatory program. 

The Exchange also proposes to 

remove some text from Section 140 that 

is no longer applicable as it refers to the 

implantation of the Initial Application 

Fee as of January 1, 2013. Additionally, 

the Exchange proposes to amend 

Section 142 to remove text relating to 

fee rates that are no longer applicable as 

they expired by their terms on 

December 31, 2014. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,8 in general, and 

furthers the objectives of Sections 

6(b)(4) 9 and 6(b)(5) 10 of the Act, in 

particular, in that it is designed to 

provide for the equitable allocation of 

reasonable dues, fees, and other charges 

and is not designed to permit unfair 

discrimination among its members and 

issuers and other persons using its 

facilities. 

The proposed amendment to Section 

140 is not unfairly discriminatory and 

represents an equitable allocation of 

reasonable fees, because SPACs 

applying to list almost always complete 

their offerings and the Exchange is 

therefore unlikely to incur 

unreimbursed costs in reviewing their 

applications, which was the concern the 

Exchange was addressing when it 

adopted the Initial Application Fee. In 

addition, the proposed amendment 

would represent an equitable allocation 

of reasonable fees as the Initial Listing 

Application Fee is offset against fees 

payable upon listing and almost all 

SPACs applying to list would benefit 

from this discount to their initial listing 

fees, while operating company 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Notices 40797 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(2). 13 15 U.S.C. 78s(b)(2)(B). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

applicants are much more likely not to 

complete the listing process. 

The proposed amendment to Section 

142 is not unfairly discriminatory and 

represents an equitable allocation of 

reasonable fees, as it will result in a 

SPAC that remains listed on the 

Exchange after its Business Combination 

being treated the same as a SPAC that 

transfers to the Exchange from another 

listing venue. The Exchange also 

believes the proposed amendment to 

Section 142 is not unfairly 

discriminatory and represents an 

equitable allocation of reasonable fees 

with respect to listed operating 

companies, as operating companies 

generally do not have an event in their 

life cycle parallel to the Business 

Combination for a SPAC which would 

normally give rise to a reconsideration 

of the company’s listing venue. 

The proposed removal of text relating 

to fees that are no longer applicable is 

ministerial in nature and has no 

substantive effect. 

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 purpose of the Act. The proposed 

amendment to Section 140 does not 

impose and burden on competition as it 

merely will allow the Exchange to better 

compete with other exchanges for initial 

listing of SPACs. In addition, the 

proposed amendment to Section 142 

does not impose any burden on 

competition, as it will have the effect of 

treating a SPAC that remains listed on 

the Exchange after its Business 

Combination the same for fee purposes 

as a SPAC that transfers to the Exchange 

from another listing venue or transfers 

to another listing venue at that time. 

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 foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 11 of the Act and 

subparagraph (f)(2) of Rule 19b–4 12

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 13 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.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEAMER–2018–37 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEAMER–2018–37. 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–NYSEAMER–2018–37 and 

should be submitted on or before 

September 6, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–17629 Filed 8–15–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83826; File No. SR–Phlx– 

2018–55] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing of 

Proposed Rule Change Relating to 

Anticipatory Hedging 

August 10, 2018. 

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 August 3, 

2018, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, below, which Items have been 

prepared by the Exchange. 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 1064(d) related to Anticipatory 

Hedging. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://nasdaqphlx.cchwallstreet.com/, 

at the principal office of the Exchange, 

and at the Commission’s Public 

Reference Room. 


sradovich on DSK3GMQ082PROD with NOTICES