4352 Federal Register / Vol. 89, No. 15 / Tuesday, January 23, 2024 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 99306 

(January 10, 2024) (File Nos. SR–NYSEARCA– 

2021–90; SR–NYSEARCA–2023–44; 

SRNYSEARCA–2023–58; SR–NASDAQ–2023–016; 

SR–NASDAQ–2023–019; SR–CboeBZX–2023–028; 

SR–CboeBZX–2023–038; SR–CboeBZX–2023–040; 

SR–CboeBZX–2023–042; SRCboeBZX–2023–044; 

SR–CboeBZX–2023–072) (Order Granting 

Accelerated Approval of Proposed Rule Changes, as 

Modified by Amendments Thereto, to List and 

Trade Bitcoin-Based Commodity-Based Trust 

Shares and Trust Units) (the ‘‘Approval Order’’). 

5On October 19, 2023, the Trust filed a 

registration statement on Form S-3 under the 

Securities Act (File No. 333–275079) (the 

‘‘Registration Statement’’). On November 22, 2023, 

the Trust filed Amendment No. 1 to the Registration 

Statement on Form S-3. On December 26, 2023, the 

Trust filed Amendment No. 2 to the Registration 

Statement on Form S-3. On January 2, 2024, the 

Trust filed Amendment No. 3 to the Registration 

Statement on Form S-3. On January 9, 2024, the 

Trust filed Amendment No. 4 to the Registration 

Statement. The descriptions of the Trust and Shares 

contained herein are based, in part, on the 

Registration Statement. 

6See Securities Exchange Act Release No. 99298 

(January 9, 2024) (SR–NYSEARCA–2021–90) 

(Notice of Filing of Amendment No. 2 to a Proposed 

Rule Change to List and Trade Shares of Grayscale 

Bitcoin Trust under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares)) (‘‘Amendment 

No. 2’’). 

7Amendment No. 2 at 56–57. Unless otherwise 

specified, capitalized terms used herein have the 

same meaning as in Amendment No. 2. 

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

9 15 U.S.C. 78f(b)(5). 

Dated: January 18, 2024. 

For the Nuclear Regulatory Commission. 

Jamie M. Heisserer, 

Deputy Director, Division of Operating 

Reactor Licensing, Office of Nuclear Reactor 

Regulation. 

[FR Doc. 2024–01255 Filed 1–22–24; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99353; File No. SR– 

NYSEARCA–2024–08] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend a 

Representation Relating to the 

Grayscale Bitcoin Trust 

January 17, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

16, 2024, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) 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 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 a 

representation relating to the Grayscale 

Bitcoin Trust (BTC) (the ‘‘Trust’’), shares 

of which are currently listed and traded 

on the Exchange pursuant to NYSE Arca 

Rule 8.201–E. 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, 

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 

The Commission approved the listing 

and trading of shares of the Trust (the 

‘‘Shares’’) on the Exchange pursuant to 

NYSE Arca Rule 8.201–E on January 10, 

2024.4 NYSE Arca Rule 8.201–E governs 

the listing and trading of CommodityBased Trust Shares, which are securities 

issued by a trust that represent 

investors’ discrete identifiable and 

undivided beneficial ownership interest 

in the commodities deposited into the 

Trust. The Shares are issued by the 

Trust, a Delaware statutory trust 

organized on September 13, 2013.5

The purpose of this rule filing is to 

amend a representation set forth in the 

Exchange’s previous rule filing to list 

and trade Shares of the Trust.6

Amendment No. 2 represented that, in 

connection with the creation and 

redemption of Shares pursuant to Cash 

Orders, the term ‘‘Cash Account’’ would 

mean ‘‘the account maintained by the 

Transfer Agent in the name of Grayscale 

Securities, LLC, designated as ‘Special 

Account for the Exclusive Benefit of 

Customers of Grayscale Securities, LLC,’ 

for purposes of receiving cash from, and 

distributing cash to, Authorized 

Participants in connection with 

creations and redemptions pursuant to 

Cash Orders. For the avoidance of 

doubt, the Trust shall have no interest 

(beneficial, equitable or otherwise) in 

the Cash Account or any cash held 

therein.’’ 7

The Exchange proposes to amend this 

representation to redefine Cash Account 

to remove reference to Grayscale 

Securities, LLC, such that the term Cash 

Account means the account maintained 

by the Transfer Agent for purposes of 

receiving cash from, and distributing 

cash to, Authorized Participants in 

connection with creations and 

redemptions pursuant to Cash Orders. 

This proposed change is intended to 

clarify that the Commission has not 

approved Grayscale Securities, LLC or 

any other broker-dealer to own or 

operate the Cash Account used to 

transfer cash to the entity purchasing 

Bitcoin as part of the creation process or 

receive cash from the entity that buys or 

sells Bitcoin as part of the redemption 

process. The purchase and sale of 

Bitcoin as part of the creation and 

redemption process will be undertaken 

by an entity that is not registered as a 

broker-dealer. The Exchange believes 

that this proposed change would 

promote clarity and transparency with 

respect to the operation of the Cash 

Account, to the benefit of all market 

participants. 

Except for this change, all other 

representations in Amendment No. 2 

remain unchanged and will continue to 

constitute continuing listing 

requirements. In addition, the Trust will 

continue to comply with the terms of 

the Approval Order and the 

requirements of Rule 8.201–E. 

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 Section 6(b)(5) 

of the Act,9 in particular, in that it is 

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 a national market 

system, and, in general, to protect 

investors and the public interest. 

The Exchange believes the proposed 

rule change is designed to remove 

impediments to and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest because it would 

update a representation in Amendment 


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Federal Register / Vol. 89, No. 15 / Tuesday, January 23, 2024 / Notices 4353 

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

11 17 CFR 240.19b–4(f)(6). 

12 In addition, Rule 19b–4(f)(6) requires a selfregulatory organization to give 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 

Exchange has satisfied this requirement. 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 16 17 CFR 200.30–3(a)(12), (59). 

No. 2 regarding the Cash Account used 

in connection with creation and 

redemption of Shares. The proposed 

change would add clarity to the 

description of the operation of the Cash 

Account, to the benefit of all market 

participants. Except for this change, all 

other representations made in 

Amendment No. 2 remain unchanged 

and will continue to constitute 

continuing listing requirements for the 

Fund. Accordingly, the Exchange 

believes that this proposed rule change 

raises no novel regulatory issues. 

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. As noted 

above, the proposed rule change is 

intended only to clarify a representation 

regarding the Cash Account and would 

facilitate the continued listing and 

trading of Shares of the Fund on the 

Exchange, thereby promoting 

competition among various exchangetraded products, to the benefit of 

investors and the marketplace. 

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 Exchange has filed the proposed 

rule change pursuant to Section 

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

19b–4(f)(6) thereunder.11 Because the 

proposed rule change does not: (i) 

significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act and Rule 19b– 

4(f)(6) thereunder.12

A proposed rule change filed under 

Rule 19b–4(f)(6) 13 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),14 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

the proposal may become operative 

immediately upon filing. The Exchange 

states that the proposed rule change is 

intended only to clarify a representation 

in Amendment No. 2 relating to the 

Cash Account. Except for this change, 

all other representations made in 

Amendment No. 2 remain unchanged 

and will continue to constitute 

continuing listing requirements for the 

Shares of the Trust. According to the 

Exchange, the Trust also will continue 

to comply with the terms of the 

Approval Order and the requirements of 

NYSE Arca Rule 8.201–E. The 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest because the proposal 

provides a clarification to a 

representation of the Exchange and does 

not raise any new or novel regulatory 

issues. Accordingly, the Commission 

hereby waives the 30-day operative 

delay and designates the proposal 

operative upon filing.15

At any time within 60 days of the 

filing of the 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSEARCA–2024–08 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–NYSEARCA–2024–08. 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–NYSEARCA–2024–08 and should be 

submitted on or before February 13, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01187 Filed 1–22–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–614; OMB Control No. 

3235–0682] 

Proposed Collection; Comment 

Request; Extension: Rule 13h–1 and 

Form 13H 

Upon Written Request, Copies Available 

From: Securities and Exchange 


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