1288 Federal Register / Vol. 78, No. 5 / Tuesday, January 8, 2013 / Notices 

18 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)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 58845 

(October 24, 2008), 73 FR 64379 (October 29, 2008) 

(SR–NYSE–2008–46). See also Securities Exchange 

Act Release Nos. 60756 (October 1, 2009), 74 FR 

51628 (October 7, 2009) (SR–NYSE–2009–100) 

(extending Pilot to November 30, 2009); 61031 

(November 19, 2009), 74 FR 62368 (November 27, 

2009) (SR–NYSE–2009–113) (extending Pilot to 

March 30, 2010); 61724 (March 17, 2010), 75 FR 

14221 (March 24, 2010) (SR–NYSE–2010–25) 

(extending Pilot to September 30, 2010); 62819 

(September 1, 2010), 75 FR 54937 (September 9, 

2010) (SR–NYSE–2010–61) (extending Pilot to 

January 31, 2011); 63616 (December 29, 2010), 76 

FR 612 (January 5, 2011) (SR–NYSE–2010–86) 

(extending Pilot to August 1, 2011); 64761 (June 28, 

2011), 76 FR 39147 (July 5, 2011) (SR–NYSE–2011– 

29) (extending Pilot to January 31, 2012); 66046 

(December 23, 2011), 76 FR 82340 (December 30, 

2011) (SR–NYSE–2011–65) (extending Pilot to July 

31, 2012); and 67494 (July 25, 2012), 77 FR 45408 

(July 31, 2012) (SR–NYSE–2012–26) (extending 

Pilot to January 31, 2013). 

6See SR–NYSEMKT–2012–84. 

7The information contained herein is a summary 

of the NMM Pilot. See supra note 5 for a fuller 

description. 

8See NYSE Rule 103. 

9See NYSE Rule 104. 

10See NYSE Rule 60; see also NYSE Rules 104 

and 1000. 

11See NYSE Rule 1000. 

12The Display Book system is an order 

management and execution facility. The Display 

Book system receives and displays orders to the 

DMMs, contains the order information, and 

provides a mechanism to execute and report 

transactions and publish the results to the 

Consolidated Tape. The Display Book system is 

connected to a number of other Exchange systems 

for the purposes of comparison, surveillance, and 

reporting information to customers and other 

market data and national market systems. 

available for Web site 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 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– 

NYSEMKT–2012–84 and should be 

submitted on or before January 29, 2013. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–00080 Filed 1–7–13; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68558; File No. SR–NYSE– 

2012–75] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Extending the 

Operation of Its New Market Model 

Pilot Until the Earlier of Securities and 

Exchange Commission Approval To 

Make Such Pilot Permanent or July 31, 

2013 

January 2, 2013. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

18, 2012, New York Stock Exchange 

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

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) 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. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to extend the 

operation of its New Market Model 

Pilot, currently scheduled to expire on 

January 31, 2013, until the earlier of 

Securities and Exchange Commission 

(‘‘Commission’’) approval to make such 

pilot permanent or July 31, 2013. The 

text of the proposed rule change is 

available on the Exchange’s Web site 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

operation of its New Market Model Pilot 

(‘‘NMM Pilot’’),5 currently scheduled to 

expire on January 31, 2013, until the 

earlier of Commission approval to make 

such pilot permanent or July 31, 2013. 

The Exchange notes that parallel 

changes are proposed to be made to the 

rules of NYSE MKT LLC.6

Background 7

In October 2008, the NYSE 

implemented significant changes to its 

market rules, execution technology and 

the rights and obligations of its market 

participants all of which were designed 

to improve execution quality on the 

Exchange. These changes are all 

elements of the Exchange’s enhanced 

market model. Certain of the enhanced 

market model changes were 

implemented through a pilot program. 

As part of the NMM Pilot, NYSE 

eliminated the function of specialists on 

the Exchange creating a new category of 

market participant, the Designated 

Market Maker or DMM.8 The DMMs, 

like specialists, have affirmative 

obligations to make an orderly market, 

including continuous quoting 

requirements and obligations to re-enter 

the market when reaching across to 

execute against trading interest. Unlike 

specialists, DMMs have a minimum 

quoting requirement 9 in their assigned 

securities and no longer have a negative 

obligation. DMMs are also no longer 

agents for public customer orders.10

In addition, the Exchange 

implemented a system change that 

allowed DMMs to create a schedule of 

additional non-displayed liquidity at 

various price points where the DMM is 

willing to interact with interest and 

provide price improvement to orders in 

the Exchange’s system. This schedule is 

known as the DMM Capital 

Commitment Schedule (‘‘CCS’’).11 CCS 

provides the Display Book® 12 with the 

amount of shares that the DMM is 

willing to trade at price points outside, 

at and inside the Exchange Best Bid or 

Best Offer (‘‘BBO’’). CCS interest is 

separate and distinct from other DMM 

interest in that it serves as the interest 

of last resort. 

The NMM Pilot further modified the 

logic for allocating executed shares 

among market participants having 

trading interest at a price point upon 

execution of incoming orders. The 


srobinson on DSK4SPTVN1PROD with 
Federal Register / Vol. 78, No. 5 / Tuesday, January 8, 2013 / Notices 1289 

13See NYSE Rule 72(a)(ii). 

14See supra note 5. 

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). 

modified logic rewards displayed orders 

that establish the Exchange’s BBO. 

During the operation of the NMM Pilot, 

orders or portions thereof that establish 

priority 13 retain that priority until the 

portion of the order that established 

priority is exhausted. Where no one 

order has established priority, shares are 

distributed among all market 

participants on parity. 

The NMM Pilot was originally 

scheduled to end operation on October 

1, 2009, or such earlier time as the 

Commission may determine to make the 

rules permanent. The Exchange filed to 

extend the operation of the Pilot on 

several occasions in order to prepare a 

rule filing seeking permission to make 

the above described changes 

permanent.14 The Exchange is currently 

still preparing such formal submission 

but does not expect that filing to be 

completed and approved by the 

Commission before January 31, 2013. 

Proposal To Extend the Operation of the 

NMM Pilot 

The NYSE established the NMM Pilot 

to provide incentives for quoting, to 

enhance competition among the existing 

group of liquidity providers and to add 

a new competitive market participant. 

The Exchange believes that the NMM 

Pilot allows the Exchange to provide its 

market participants with a trading 

venue that utilizes an enhanced market 

structure to encourage the addition of 

liquidity, facilitate the trading of larger 

orders more efficiently and operates to 

reward aggressive liquidity providers. 

As such, the Exchange believes that the 

rules governing the NMM Pilot should 

be made permanent. Through this filing 

the Exchange seeks to extend the 

current operation of the NMM Pilot 

until July 31, 2013, in order to allow the 

Exchange time to formally submit a 

filing to the Commission to convert the 

pilot rules to permanent rules. 

2. Statutory Basis 

The basis under the Securities 

Exchange Act of 1934 (the ‘‘Act’’) for 

this proposed rule change is the 

requirement under Section 6(b)(5) 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. The Exchange believes 

that this filing is consistent with these 

principles because the NMM Pilot 

provides its market participants with a 

trading venue that utilizes an enhanced 

market structure to encourage the 

addition of liquidity, facilitate the 

trading of larger orders more efficiently 

and operates to reward aggressive 

liquidity providers. Moreover, 

requesting an extension of the NMM 

Pilot will permit adequate time for: (i) 

The Exchange to prepare and submit a 

filing to make the rules governing the 

NMM Pilot permanent; (ii) public notice 

and comment; and (iii) completion of 

the 19b–4 approval process. 

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 

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 

Because the foregoing proposed rule 

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 if 

consistent with the protection of 

investors and the public interest, 

provided that the self-regulatory 

organization has given the Commission 

written notice of its intent to file the 

proposed rule change at least five 

business days prior to the date of filing 

of the proposed rule change or such 

shorter time as designated by the 

Commission, the proposed rule change 

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 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. 

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 rulecomments@sec.gov. Please include File 

Number SR–NYSE–2012–75 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2012–75. 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 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 Web site 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 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– 

2012–75 and should be submitted on or 

before January 29, 2013. 


srobinson on DSK4SPTVN1PROD with 
1290 Federal Register / Vol. 78, No. 5 / Tuesday, January 8, 2013 / Notices 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 62479 

(July 9, 2010), 75 FR 41264 (July 15, 2010) (SR– 

NYSEAmex–2010–31). See also Securities 

Exchange Act Release Nos. 62857 (September 7, 

2010), 75 FR 55837 (September 14, 2010) (SR– 

NYSEAmex–2010–89); 63601 (December 22, 2010), 

75 FR 82117 (December 29, 2010) (SR–NYSEAmex– 

2010–124); 64746 (June 24, 2011), 76 FR 38446 

(June 30, 2011) (SR–NYSEAmex–2011–45); 66040 

(December 23, 2011), 76 FR 82324 (December 30, 

2011) (SR–NYSEAmex–2011–104); and 67497 (July 

25, 2012), 77 FR 45404 (July 31, 2012) (SR– 

NYSEMKT–2012–25). 

6See Securities Exchange Act Release No. 58863 

(October 27, 2008), 73 FR 65417 (November 3, 2008) 

(File No. S7–24–89). The Exchange’s predecessor, 

the American Stock Exchange LLC, joined the UTP 

Plan in 2001. See Securities Exchange Act Release 

No. 55647 (April 19, 2007), 72 FR 20891 (April 26, 

2007) (File No. S7–24–89). In March 2009, the 

Exchange changed its name to NYSE Amex LLC, 

and, in May 2012, the Exchange subsequently 

changed its name to NYSE MKT LLC. See Securities 

Exchange Act Release Nos. 59575 (March 13, 2009), 

74 FR 11803 (March 19, 2009) (SR–NYSEALTR– 

2009–24) and 67037 (May 21, 2012), 77 FR 31415 

(May 25, 2012) (SR–NYSEAmex–2012–32). 

7 15 U.S.C. 78l. 

8 ‘‘Nasdaq Securities’’ is included within the 

definition of ‘‘security’’ as that term is used in the 

NYSE MKT Equities Rules. See NYSE MKT Rule 

3—Equities. In accordance with this definition, 

Nasdaq Securities are admitted to dealings on the 

Exchange on an ‘‘issued,’’ ‘‘when issued,’’ or ‘‘when 

distributed’’ basis. See NYSE MKT Rule 501— 

Equities. 

9See NYSE MKT Rule 103—Equities. 

10See Securities Exchange Act Release No. 60758 

(October 1, 2009), 74 FR 51639 (October 7, 2009) 

(SR–NYSEAmex–2009–65). See also Securities 

Exchange Act Release Nos. 61030 (November 19, 

2009), 74 FR 62365 (November 27, 2009) (SR– 

NYSEAmex–2009–83); 61725 (March 17, 2010), 75 

FR 14223 (March 24, 2010) (SR–NYSEAmex–2010– 

28); 62820 (September 1, 2010), 75 FR 54935 

(September 9, 2010) (SR–NYSEAmex–2010–86); 

63615 (December 29, 2010), 76 FR 611 (January 5, 

2011) (SR–NYSEAmex–2010–123); 64773 (June 29, 

2011), 76 FR 39453 (July 6, 2011) (SR–NYSEAmex– 

2011–43); 66042 (December 23, 2011), 76 FR 82326 

(December 30, 2011) (SR–NYSEAmex–2011–102); 

and 67495 (July 25, 2012), 77 FR 45406 (July 31, 

2012) (SR–NYSEMKT–2012–21). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–00079 Filed 1–7–13; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68455; File No. SR–CHX– 

2012–14] 

Self-Regulatory Organizations; 

Chicago Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of a Proposed Rule Change Relating to 

Telemarketing Rules 

December 18, 2012. 

Correction 

In notice document 2012–30886 

appearing on pages 76141–76145 in the 

issue of December 26, 2012, make the 

following correction: 

On page 76145, in the third column, 

in the 12th line, ‘‘January 14, 2013’’ 

should read ‘‘January 16, 2013’’. 

[FR Doc. C1–2012–30886 Filed 1–7–13; 8:45 am] 

BILLING CODE 1505–01–D 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68561; File No. SR– 

NYSEMKT–2012–86] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending NYSE MKT 

Rule 500—Equities To Extend the 

Operation of the Pilot Program That 

Allows Nasdaq Stock Market 

(‘‘Nasdaq’’) Securities To Be Traded on 

the Exchange Pursuant to a Grant of 

Unlisted Trading Privileges 

January 2, 2013. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

18, 2012, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) 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. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

NYSE MKT Rule 500—Equities to 

Extend the Operation of the Pilot 

Program that Allows Nasdaq Stock 

Market (‘‘Nasdaq’’) Securities to be 

Traded on the Exchange Pursuant to a 

Grant of Unlisted Trading Privileges. 

The text of the proposed rule change is 

available on the Exchange’s Web site 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 

NYSE MKT Rules 500–525—Equities, 

as a pilot program, govern the trading of 

any Nasdaq-listed security on the 

Exchange pursuant to unlisted trading 

privileges (‘‘UTP Pilot Program’’).5 The 

Exchange hereby seeks to extend the 

operation of the UTP Pilot Program, 

currently scheduled to expire on 

January 31, 2013, until the earlier of 

Commission approval to make such 

pilot permanent or July 31, 2013. 

The UTP Pilot Program includes any 

security listed on Nasdaq that (i) is 

designated as an ‘‘eligible security’’ 

under the Joint Self-Regulatory 

Organization Plan Governing the 

Collection, Consolidation and 

Dissemination of Quotation and 

Transaction Information for NasdaqListed Securities Traded on Exchanges 

on an Unlisted Trading Privilege Basis, 

as amended (‘‘UTP Plan’’),6 and (ii) has 

been admitted to dealings on the 

Exchange pursuant to a grant of unlisted 

trading privileges in accordance with 

Section 12(f) of the Securities Exchange 

Act of 1934, as amended (the ‘‘Act’’),7

(collectively, ‘‘Nasdaq Securities’’).8

The Exchange notes that its New 

Market Model Pilot (‘‘NMM Pilot’’), 

which, among other things, eliminated 

the function of specialists on the 

Exchange and created a new category of 

market participant, the Designated 

Market Maker (‘‘DMM’’),9 is also 

scheduled to end on January 31, 2013.10

The timing of the operation of the UTP 

Pilot Program was designed to 

correspond to that of the NMM Pilot. In 

approving the UTP Pilot Program, the 

Commission acknowledged that the 

rules relating to DMM benefits and 

duties in trading Nasdaq Securities on 

the Exchange pursuant to the UTP Pilot 


srobinson on DSK4SPTVN1PROD with