Federal Register / Vol. 77, No. 67 / Friday, April 6, 2012 / Notices 20869 

18 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a et seq. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 66463 

(February 24, 2012), 77 FR 12637 (March 1, 2012) 

(‘‘Notice’’). 

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

6 15 U.S.C. 78f(b)(5). 

7Notice, 77 FR at 12639. 

8 Id. 

9 15 U.S.C. 78c(f). 

information that you wish to make 

available publicly. 

All submissions should refer to File 

Number SR–PHLX–2012–44 and should 

be submitted on or before April 27, 

2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2012–8261 Filed 4–5–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66710; File No. SR– 

NYSEAMEX–2012–12] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Order Approving a 

Proposed Rule Change Amending the 

NYSE Amex Equities Definition of 

Approved Person To Exclude Foreign 

Affiliates, Eliminating the Application 

Process for Approved Persons, and 

Making Related Technical and 

Conforming Changes 

April 2, 2012. 

I. Introduction 

On February 14, 2012, NYSE Amex 

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

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) 1 of the Securities 

Exchange Act of 1934 (‘‘Act’’) 2 and Rule 

19b–4 thereunder,3 a proposed rule 

change to amend the NYSE Amex 

Equities definition of approved person 

to exclude foreign affiliates, eliminate 

the application process for approved 

persons, and make related technical and 

conforming changes. The proposed rule 

change was published for comment in 

the Federal Register on March 1, 2012.4

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposed Rule 

Change 

The Exchange proposed to amend the 

NYSE Amex Equities definition of 

‘‘approved person’’ to exclude foreign 

affiliates, eliminate the application 

process for approved persons, and make 

related technical and conforming 

changes. 

The Exchange proposed to amend the 

definition of approved person in NYSE 

Amex Equities Rule 2 to revise the 

definition of which entities are deemed 

to be under ‘‘common control’’ with a 

member organization. The Exchange 

proposed to amend the definition of 

approved person so that it would 

include any person, other than a 

member, principal executive or 

employee of a member organization, 

who controls a member organization, is 

engaged in a securities or kindred 

business that is controlled by a member 

or member organization, or is a U.S. 

registered broker-dealer under common 

control with a member organization. 

The Exchange proposed several 

additional amendments to its Rules. The 

Exchange proposed to amend NYSE 

Amex Equities Rule 22 to provide that 

a member of certain NYSE boards and 

committees may not participate in the 

consideration of any matter if there are 

certain types of indebtedness between 

the board or committee member and a 

member organization’s affiliate or other 

related parties. The Exchange proposed 

to amend NYSE Amex Equities Rule 

98A, which provides that no issuer, or 

partner or subsidiary thereof, may 

become an approved person of a 

Designated Market Maker (‘‘DMM’’) unit 

that is registered in the stock of that 

issuer, to provide instead that a DMM 

unit may not be registered in a stock of 

an issuer, or a partner or subsidiary 

thereof, if such entity is either an 

approved person or an affiliate of the 

DMM unit’s member organization. The 

Exchange proposed to amend 

Supplementary Material .30(c) of Rule 

402 to provide that when securities are 

callable in part under the Rule, a 

member organization may not allocate 

any called securities to the account of 

an affiliate until all customer positions 

have been satisfied. 

The Exchange also proposed to amend 

its rules to remove the requirement that 

the Exchange affirmatively approve each 

application to become an approved 

person, and accordingly, to remove all 

references to an approval process and 

the submission of an application for 

such approval from NYSE Amex 

Equities Rules 304, 308, and 311. The 

Exchange also proposed to eliminate use 

of the Forms AP–1 and AD–G. 

The Exchange proposed to amend 

NYSE Amex Equities Rule 304 to 

provide specifically that a member 

organization would be required to 

identify all of its approved persons to 

the Exchange and each such approved 

person would continue to be required to 

consent to the Exchange’s jurisdiction. 

The Exchange also proposed to make 

technical and conforming changes to 

other rules that reference the approved 

person application process. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange. In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b) 5 of the Act, in general, and furthers 

the objectives of Section 6(b)(5) 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, 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. The Exchange noted that 

the proposed approved person 

definition and consent to jurisdiction 

process would remove unnecessary 

complexities and excessive 

informational requirements and create a 

more efficient and less burdensome 

process for membership applicants and 

member organizations while 

maintaining appropriate regulatory 

standards.7 As such, the Exchange 

believes that the proposed rule change 

would contribute to removing 

impediments to and perfecting the 

mechanism of a free and open market 

and a national market system.8 The 

Commission believes that the proposed 

rule change is consistent with the 

Exchange Act and should reduce the 

burdens on Exchange members while 

preserving the Exchange’s jurisdiction 

over approved persons and maintaining 

appropriate controls over approved 

persons. 

The Commission has reviewed the 

record for the proposed rule change and 

believes that the record does not contain 

any information to indicate that the 

proposed rule would have a significant 

effect on efficiency, competition, or 

capital formation. In light of the record, 

the Commission has considered the 

proposed rule’s impact on efficiency, 

competition, and capital formation and 

has concluded that the proposed rule is 

unlikely to have any significant effect.9

mstockstill on DSK4VPTVN1PROD with NOTICES

20870 Federal Register / Vol. 77, No. 67 / Friday, April 6, 2012 / Notices 

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a et seq. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 66462 

(February 24, 2012), 77 FR 12626 (March 1, 2012) 

(‘‘Notice’’). 

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

6 15 U.S.C. 78f(b)(5). 

7Notice, 77 FR at 12628. 

8 Id. 

9 15 U.S.C. 78c(f). 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,10 that the 

proposed rule change (SR–NYSEAMEX– 

2012–12) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2012–8260 Filed 4–5–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66709; File No. SR–NYSE– 

2012–06] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving a Proposed Rule Change 

Amending the Definition of Approved 

Person To Exclude Foreign Affiliates, 

Eliminating the Application Process for 

Approved Persons, and Making 

Related Technical and Conforming 

Changes 

April 2, 2012. 

I. Introduction 

On February 14, 2012, New York 

Stock Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) 1 of the Securities Exchange Act 

of 1934 (‘‘Act’’) 2 and Rule 19b–4 

thereunder,3 a proposed rule change to 

amend the definition of approved 

person to exclude foreign affiliates, 

eliminate the application process for 

approved persons, and make related 

technical and conforming changes. The 

proposed rule change was published for 

comment in the Federal Register on 

March 1, 2012.4 The Commission 

received no comments on the proposal. 

This order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

The Exchange proposed to amend the 

definition of ‘‘approved person’’ in 

NYSE Rule 2 to revise the definition of 

which entities are deemed to be under 

‘‘common control’’ with a member 

organization. 

The Exchange proposed several 

additional amendments to its Rules. The 

Exchange proposed to amend 

paragraphs (3) and (4) of NYSE Rule 21 

to provide that a member of the 

Exchange’s Board of Directors or an 

authorized committee who is associated 

with a member organization cannot 

participate in the deliberations 

concerning the listing of a security if the 

Director knows that an affiliate of the 

member organization directly or 

indirectly owns one percent or more of 

any class of stock of the issuer or has a 

contract, option, or privilege to 

purchase the security to be listed. The 

Exchange proposed to amend NYSE 

Rule 22 to provide that a member of 

certain NYSE boards and committees 

may not participate in the consideration 

of any matter if there are certain types 

of indebtedness between the board or 

committee member and a member 

organization’s affiliate or other related 

parties. The Exchange proposed to 

amend NYSE Rule 98A, which provides 

that no issuer, or partner or subsidiary 

thereof, may become an approved 

person of a Designated Market Maker 

(‘‘DMM’’) unit that is registered in the 

stock of that issuer, to provide instead 

that a DMM unit may not be registered 

in a stock of an issuer, or a partner or 

subsidiary thereof, if such entity is 

either an approved person or an affiliate 

of the DMM unit’s member organization. 

The Exchange proposed to amend 

Supplementary Material .30(c) of Rule 

402 to provide that when securities are 

callable in part under the Rule, a 

member organization may not allocate 

any called securities to the account of 

an affiliate until all customer positions 

have been satisfied. 

The Exchange also proposed to amend 

its rules to remove the requirement that 

the Exchange affirmatively approve each 

application to become an approved 

person, and accordingly, to remove all 

references to an approval process and 

the submission of an application for 

such approval from NYSE Rules 304, 

308, and 311. The Exchange also 

proposed to eliminate use of the Forms 

AP–1 and AD–G. 

The Exchange proposed to amend 

NYSE Rule 304 to provide specifically 

that a member organization would be 

required to identify all of its approved 

persons to the Exchange and each such 

approved person would continue to be 

required to consent to the Exchange’s 

jurisdiction. The Exchange also 

proposed to make technical and 

conforming changes to other rules. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange. In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b) 5 of the Act, in general, and furthers 

the objectives of Section 6(b)(5) 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, 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. The Exchange noted that 

the proposed approved person 

definition and consent to jurisdiction 

process would remove unnecessary 

complexities and excessive 

informational requirements and create a 

more efficient and less burdensome 

process for membership applicants and 

member organizations while 

maintaining appropriate regulatory 

standards.7 As such, the Exchange 

believes that the proposed rule change 

would contribute to removing 

impediments to and perfecting the 

mechanism of a free and open market 

and a national market system.8 The 

Commission believes that the proposed 

rule change is consistent with the 

Exchange Act and should reduce the 

burdens on Exchange members while 

preserving the Exchange’s jurisdiction 

over approved persons and maintaining 

appropriate controls over approved 

persons. 

The Commission has reviewed the 

record for the proposed rule change and 

believes that the record does not contain 

any information to indicate that the 

proposed rule would have a significant 

effect on efficiency, competition, or 

capital formation. In light of the record, 

the Commission has considered the 

proposed rule’s impact on efficiency, 

competition, and capital formation and 

has concluded that the proposed rule is 

unlikely to have any significant effect.9

mstockstill on DSK4VPTVN1PROD with NOTICES