Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 5285 

29For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

30 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

would allow these clarifying changes to 

take effect concurrent with the 

implementation of the Post Only and 

Trade Now functionality, which will 

benefit all market participants who 

submit either Post Only or Trade Noweligible orders to the Exchange. Because 

the proposal raises no novel regulatory 

issues and makes only clarifying 

changes, the Commission believes that 

waiver of the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposal as operative 

upon filing.29

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

IEX–2024–03 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–IEX–2024–03. 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–IEX–2024–03 and should be 

submitted on or before February 16, 

2024. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.30

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01512 Filed 1–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99406; File No. SR–NYSE– 

2024–04] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

January 22, 2024. 

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 January 

12, 2024, New York Stock Exchange 

LLC (‘‘NYSE’’ 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 its 

Price List to (1) offer credits to member 

organizations providing non-displayed 

liquidity in Tape A, B, and C securities 

with a per share stock price below 

$1.00; (2) modify the requirements and 

charges for D Orders above the first 

750,000 average daily volume (‘‘ADV’’) 

of aggregate executions at the close last 

modified in the last 3 minutes before the 

scheduled close of trading and make a 

non-substantive conforming change in 

the same section of the Price List; (3) 

offer additional monthly rebates and 

incentives for Designated Market Maker 

(‘‘DMM’’) units with 150 or fewer 

assigned securities; (4) eliminate 

underutilized fees for transactions 

designated with a Retail Modifier as 

defined in Rule 13 (‘‘Retail Modifier’’); 

and (5) modify the rates for routing to 

NYSE American LLC in Tape B and C 

securities below $1.00. The Exchange 

proposes to implement the rule change 

on January 12, 2024. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to (1) offer credits to member 

organizations providing non-displayed 

liquidity in Tape A, B, and C securities 

with a per share stock price below 

$1.00; (2) modify the requirements and 

charges for D orders above the first 


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5286 Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 

4The Exchange originally filed to amend the 

Price List on January 2, 2024 (SR–NYSE–2024–01). 

SR–NYSE–2024–01 was withdrawn on January 12, 

2024 and replaced by this filing. 

5See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 

6See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

7See Cboe U.S Equities Market Volume 

Summary, available at https://markets.cboe.com/us/ 

equities/market_share. See generally https://

www.sec.gov/fast-answers/divisionsmarket

regmrexchangesshtml.html. 

8See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

9See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at https://

markets.cboe.com/us/equities/market_share/. 

10See id. 

11Footnote 2 to the Price List defines ADV as 

‘‘average daily volume’’ and ‘‘Adding ADV’’ as ADV 

that adds liquidity to the Exchange during the 

billing month. 

750,000 ADV of aggregate executions at 

the close last modified in the last 3 

minutes before the scheduled close of 

trading and make a non-substantive 

conforming change in the same section 

of the Price List; (3) offer an additional 

monthly rebate and incentive for DMM 

units with 150 or fewer assigned 

securities; (4) eliminate underutilized 

fees for transactions designated with a 

Retail Modifier; and (5) modify the rates 

for routing to NYSE American LLC 

(‘‘NYSE American’’) in Tape B and C 

securities below $1.00. 

The proposed changes respond to the 

current competitive environment where 

order flow providers have a choice of 

where to direct liquidity-providing 

orders by offering further incentives for 

member organizations to send 

additional liquidity to the Exchange, 

including an additional incentive to 

smaller DMM units to increase quoting 

on the Exchange. 

The Exchange proposes to implement 

the rule change on January 12, 2024.4

Current Market and Competitive 

Environment 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 5

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 6 Indeed, cash equity trading is 

currently dispersed across 16 

exchanges,7 numerous alternative 

trading systems,8 and broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange currently has more than 

17% market share.9 Therefore, no 

exchange possesses significant pricing 

power in the execution of cash equity 

order flow. More specifically, the 

Exchange’s share of executed volume of 

equity trades in Tapes A, B and C 

securities is less than 12%.10

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can move order flow, or discontinue or 

reduce use of certain categories of 

products. While it is not possible to 

know a firm’s reason for shifting order 

flow, the Exchange believes that one 

such reason is because of fee changes at 

any of the registered exchanges or nonexchange venues to which the firm 

routes order flow. Accordingly, 

competitive forces compel the Exchange 

to use exchange transaction fees and 

credits because market participants can 

readily trade on competing venues if 

they deem pricing levels at those other 

venues to be more favorable. 

In response to this competitive 

environment, the Exchange has 

established incentives for member 

organizations who submit orders that 

provide liquidity on the Exchange. The 

Exchange has also established 

incentives for DMM units to quote at 

specified levels. The proposed fee 

change is designed to encourage market 

maker quoting by offering additional 

incentives to smaller DMM units to 

increase quoting on the Exchange. 

Proposed Rule Change 

The Exchange proposes to offer 

credits to member organizations 

providing non-displayed liquidity in 

Tape A, B, and C securities with a per 

share stock price below $1.00. The 

Exchange also proposes to modify the 

requirements and charges for D Orders 

above the first 750,000 ADV of aggregate 

executions at the close last modified in 

the last 3 minutes before the scheduled 

close of trading and to provide an 

additional monthly rebate and incentive 

for DMM units with 150 or fewer 

assigned securities based on time at the 

National Best Bid (‘‘NBB’’) and National 

Best Offer (‘‘NBO,’’ together the 

‘‘NBBO’’) in the applicable security in 

the applicable month. The Exchange 

further proposes to eliminate 

underutilized fees for transactions 

designated with a Retail Modifier as 

defined as defined in Rule 13 and to 

make non-substantive conforming 

changes. Finally, the Exchange proposes 

to modify the rates for routing to NYSE 

American in securities below $1.00 to 

0.08% of total dollar value of the 

transaction. 

Credits for Non-Displayed Limit Orders 

The Exchange currently provides a 

$0.0010 credit to member organizations 

that send orders that add liquidity to the 

Exchange in Non-Displayed Limit 

Orders and that have Adding ADV 11 in 

Non-Displayed Limit Orders that is at 

least 0.12% of Tapes A, B, and C CADV 

combined, excluding any liquidity 

added by a DMM. The Exchange 

proposes that member organizations 

sending orders that add liquidity to the 

Exchange in Non-Displayed Limit 

Orders and that have Adding ADV in 

Non-Displayed Limit Orders that is at 

least 0.12% of Tapes A, B, and C CADV 

combined, excluding any liquidity 

added by a DMM, would also be eligible 

for a credit equal to 0.10% of the total 

dollar value of the transaction for 

securities with a per share stock price 

below $1.00. In addition, the Exchange 

proposes to designate this credit as 

‘‘Non Display Tier 2.’’ 

Similarly, the Exchange currently 

provides a $0.0018 credit to member 

organizations that send orders that add 

liquidity to the Exchange in NonDisplayed Limit Orders and that have 

Adding ADV in Non-Displayed Limit 

Orders that is at least 0.15% of Tapes A, 

B, and C CADV combined, excluding 

any liquidity added by a DMM. The 

Exchange proposes that member 

organizations sending orders that add 

liquidity to the Exchange in NonDisplayed Limit Orders and that have 

Adding ADV in Non-Displayed Limit 

Orders that is at least 0.15% of Tapes A, 

B, and C CADV combined, excluding 

any liquidity added by a DMM, would 

also be eligible for a credit equal to 

0.18% of the total dollar value of the 

transaction for securities with a per 

share stock price below $1.00. In 


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Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 5287 

12See Securities Exchange Act Release No. 92480 

(July 23, 2021), 86 FR 40885 (July 29, 2021) (SR– 

NYSE–2020–95) (Notice of Filing of Amendment 

No. 2 and Order Granting Accelerated Approval of 

Proposed Rule Change, as Modified by Amendment 

No. 2, To Make Permanent Commentaries to Rule 

7.35A and Commentaries to Rule 7.35B and To 

Make Related Changes to Rules 7.32, 7.35C, 46B, 

and 47). 

13For purposes of the Price List, DMM NBBO 

Quoting means DMM quoting at the NBBO. See 

NYSE Price List, General, third bullet, available at 

https://www.nyse.com/publicdocs/nyse/markets/ 

nyse/NYSE_Price_List.pdf. Time at the NBBO or 

‘‘inside’’ is calculated as the average of the 

percentage of time the DMM unit has a bid or offer 

at the inside. Reserve or other non-displayed orders 

entered by the DMM are not included in the inside 

quote calculations. 

addition, the Exchange proposes to 

designate this credit as ‘‘Non Display 

Tier 1.’’ 

In addition, as described more fully 

below, member organizations operating 

a DMM unit would be eligible for Non 

Display Tier 1 and 2 credits for Non 

Display Limit Order volume sent to the 

Exchange on all Tapes when the DMM 

unit meets the incentive quoting 

requirements described in the Small 

DMM Incentive section of the Price List. 

The following example demonstrates 

operation of the Non Display Tier 

credits as modified by the proposal. 

Assume Member Organization A has 

Adding ADV in Non-Displayed Limit 

Orders of 14 million shares in Tape A, 

B and C securities, in a month where 

Tape A, B and C CADV is a combined 

10 billion shares. Member Organization 

A would thus have Adding ADV in 

Non-Displayed Limit Orders of 0.14% of 

Tapes A, B, and C CADV combined, and 

would qualify for the credits under Non 

Display Tier 2 for the qualifying 14 

million shares of Non-Displayed Limit 

Orders. Further, assume that 4 million 

of Member Organization A’s 14 million 

Adding ADV was in securities with a 

per share stock price below $1.00. As a 

result, that 4 million Adding ADV 

would receive a credit equal to 0.10% 

of the total dollar value of the 

transaction, and the remaining 10 

million ADV would receive a credit of 

$0.0010 per share for securities with a 

per share stock price of $1.00 or more. 

The purpose of the proposed changes 

to credits for non-displayed orders is to 

incentivize member organizations to 

increase the liquidity-providing NonDisplayed Limit Orders in the Tapes A, 

B and C securities with a per share stock 

price below $1.00 that they send to the 

Exchange, which would improve 

liquidity on the Exchange and provide 

additional price improvement 

opportunities for incoming orders. The 

Exchange believes that by correlating 

the amount of the credit to the level of 

orders sent by a member organization 

that adds non-displayed liquidity, the 

Exchange’s fee structure would 

incentivize member organizations to 

submit more of those orders that add 

liquidity to the Exchange, thereby 

increasing the potential for price 

improvement to other incoming 

marketable orders. The Exchange does 

not know how much order flow member 

organizations choose to route to other 

exchanges or to off-exchange venues. 

There are currently 1–2 member 

organizations that could qualify for the 

proposed credits based on their current 

trading profile on the Exchange. 

However, without having a view of 

member organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any member 

organization directing orders to the 

Exchange in order to qualify for the new 

credit in sub-dollar securities. 

D Orders at the Close 

Currently, the Exchange does not 

charge member organizations for the 

first 750,000 ADV of the aggregate of 

executions at the close for D Orders, 

Floor broker executions swept into the 

close, including verbal interest, and 

executions at the close, excluding 

market at-the-close (‘‘MOC’’) Orders, 

limit at-the-close (‘‘LOC’’) Orders and 

Closing Offset (‘‘CO’’) Orders. In 2020, 

the ability of Floor brokers to represent 

verbal interest intended for the Closing 

Auction was eliminated.12 The 

Exchange accordingly proposes to delete 

the phrase ‘‘including verbal interest’’ 

from this section of the Price List as 

obsolete. 

Further, the Exchange currently 

charges certain fees differentiated by 

time of entry (or last modification) for 

D Orders at the close after the first 

750,000 ADV of aggregate of executions 

at the close by a member organization. 

Specifically, the Exchange currently 

charges $0.0008 per share for executed 

D Orders last modified in the last 3 

minutes before the scheduled close of 

trading for firms in MOC/LOC Tiers 1 

and 2, both with Adding ADV of at least 

0.50% of Tape A CADV; all other firms 

are charged $0.0010 per share. 

The Exchange proposes to add an 

alternative way to qualify for the 

$0.0008 per share fee for executed D 

Orders last modified in the last 3 

minutes before the scheduled close of 

trading. As proposed, member 

organizations in MOC/LOC Tiers 1, 2 or 

3 that have Adding ADV of at least 

1.05% of Tape A CADV would also be 

eligible for the $0.0008 per share fee. 

In addition, the Exchange proposes a 

new fee of $0.0009 for executed D 

Orders last modified in the last 3 

minutes before the scheduled close of 

trading for member organizations in 

MOC/LOC Tiers 1, 2 and 3 and that 

have Adding ADV of at least 0.65% of 

Tape A CADV. 

All other member organizations with 

executed D Orders last modified in the 

last 3 minutes before the scheduled 

close of trading would continue to be 

charged the current rate of $0.0010. 

The purpose of this change is to 

continue to encourage additional 

liquidity provision on the Exchange 

both during the trading day and in the 

Closing Auction. The Exchange believes 

that it is reasonable to offer member 

organizations in MOC/LOC Tiers 1, 2 

and 3 2 differentiated fees based on the 

percentage of Adding ADV of Tape A 

CADV because it would encourage 

member organizations to direct their 

liquidity-providing orders in Tape A 

securities to the Exchange, as well as 

encourage greater marketable and other 

liquidity at the closing auction. The 

Exchange believes that providing an 

alternative way for member 

organizations to qualify for lower fees 

for executed D Orders last modified in 

the last 3 minutes before the scheduled 

close of trading as proposed will allow 

a greater number of member 

organizations to qualify for the lower 

fees, and will incentivize more member 

organizations to send adding liquidity to 

the Exchange, which in turn supports 

the quality of price discovery on the 

Exchange. 

Small DMM Incentive 

The Exchange currently pays DMM 

units with 150 or fewer assigned 

securities a monthly rebate based on the 

number of assigned securities and time 

at the NBBO in the applicable security 

in the applicable month. The rebate is 

payable for each security assigned to 

such a DMM in the previous month 

(regardless of whether the stock price 

exceeds $1.00) for which that DMM 

provides quotes at the NBBO at least 

15% of the time in the applicable 

month, defined in the Price List as the 

‘‘Incentive Quoting Requirement’’).13

This monthly rebate is in addition to the 

rate on transactions and is be prorated 

to the number of trading days in a 

month that an eligible security is 

assigned to a DMM. 

The Exchange propose an additional 

monthly rebate for DMM units with 150 

or fewer assigned securities in the 

previous month for assigned securities 

payable per symbol in securities where 

qualified DMMs quote at the NBBO 25% 

of the time. The new proposed incentive 

quoting requirement would be defined 


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14 In contrast, there are 14 competing Lead Marker 

Makers on NYSE Arca, Inc. (‘‘NYSE Arca’’). See 

https://www.nyse.com/markets/nyse-arca/ 

membership. 

15As Rule 13 makes clear, orders with a ‘‘retail’’ 

modifier are separate and distinct from a ‘‘Retail 

Order’’ under Rule 7.44. The Exchange proposes to 

relocate the definition of Retail Modifier to the 

section of the Price List setting forth the fee for MPL 

orders that remove liquidity from the NYSE 

immediately following the section setting forth the 

rates for executions at the close. 

16See Securities Exchange Act Release No. 91948 

(May 20, 2021), 86 FR 28399 (May 26, 2021) (SR– 

NYSE–2021–33). 

in the Price List as ‘‘Incentive Quoting 

Requirement 2’’ and the current 

incentive quoting requirement would be 

re-named ‘‘Incentive Quoting 

Requirement 1.’’ Conforming changes 

would also be made to the Price List. In 

addition, the Exchange would delete ‘‘at 

least’’ before ‘‘15% of the time’’ in the 

current incentive quoting requirement 

as unnecessary in light of the proposed 

incentives for quoting at the NBBO 25% 

of the time. In addition, the Exchange 

proposes an alternative way for member 

organizations that operate DMM units of 

a certain size to qualify for the NonDisplay Tiers described above as 

modified by this proposal. 

As proposed, a DMM unit that has at 

least 1 and not more than 24 assigned 

securities that meets proposed Incentive 

Quoting Requirement 2 would be 

eligible for a monthly rebate of $250 per 

qualifying symbol. 

A DMM unit that has a least 25 and 

no more than 74 assigned securities that 

meets Incentive Quoting Requirement 1 

or 2 would be eligible for a monthly 

rebate of $1,250 per symbol that 

qualifies for Incentive Quoting 

Requirement 2, instead of the current 

$500 per symbol credit, and symbols 

qualifying for Incentive Quoting 

Requirement 1 would receive $500 per 

symbol credit. In addition, the Exchange 

proposes that a member organization 

that operates a DMM unit that has a 

least 25 and no more than 74 assigned 

securities meeting these requirements 

would qualify for proposed ‘‘Non 

Display Tier 2’’ as described above. 

Finally, a DMM unit that has at least 

75 but no more than 150 assigned 

securities that meets Incentive Quoting 

Requirement 1 or 2 would be eligible for 

a monthly rebate of $1,500 per symbol 

that qualifies for Incentive Quoting 

Requirement 2, instead of the current 

$1,000 per symbol credit, and symbols 

qualifying for Incentive Quoting 

Requirement 1 would receive $1,000 per 

symbol credit. In addition, the Exchange 

proposes that such that a member 

organization that operates a DMM unit 

that has a least 75 and no more than 150 

assigned securities meeting these 

requirements would be eligible for 

proposed ‘‘Non Display Tier 1’’ as 

described above. 

For example, assume DMM unit A has 

35 assigned securities. Further assume 

the DMM quotes at the NBBO 25% of 

the time in 30 of those assigned 

securities and quotes at the NBBO 15% 

of the time in the remaining 5 assigned 

securities. For a billable month in those 

30 assigned securities that meet the 

Incentive Quoting Requirement 2, DMM 

unit A would receive a per qualified 

symbol credit of $1,250, with a total 

combined credit of $37,500 (30 

securities × $1,250). In addition, for the 

billable month in the 5 assigned 

securities that meet current Incentive 

Quoting Requirement 1, DMM unit A 

would receive a per qualified symbol 

credit of $500, with a total combined 

credit of $2,500 (5 securities × $500). In 

addition, the member organization 

operating such a qualifying DMM unit A 

would be eligible for a $0.0010 credit 

and the proposed credit equivalent to 

0.10% of the total dollar value of the 

transaction for securities with a per 

share stock price below $1.00 under 

Non Display Tier 2 credits for that 

member organization’s Non Display 

Limit Order volume in all Tapes. 

The proposed rule change is designed 

to provide smaller market makers (i.e., 

DMM units with 150 or fewer assigned 

securities) with an added incentive to 

quote in their assigned securities at the 

NBBO at least 25% of the time in a 

given month and increase SLP 

displayed adding volume. As described 

above, member organizations have a 

choice of where to send order flow. The 

Exchange believes that incentivizing 

DMM units on the Exchange to quote at 

the NBBO more frequently could attract 

additional orders to the Exchange and 

contribute to price discovery which 

benefits all market participants. In 

addition, additional liquidity-providing 

quotes benefit all market participants 

because they provide greater execution 

opportunities on the Exchange and 

improve the public quotation. 

Moreover, the Exchange believes the 

proposed change could have the added 

benefit of attracting additional DMM 

units to the Exchange by providing an 

incentive for member organizations that 

operate a DMM unit to qualify for the 

Non-Display Tiers rates as modified by 

this proposal. The Exchange believes 

that eligibility for the Non Display Tier 

rates for member organizations that 

operate a DMM unit with a certain 

number of registrations that meet the 

incentive quoting requirements is not 

unfairly discriminatory because member 

organizations that do not operate a 

DMM unit can still qualify for the NonDisplay Tiers rates by sending adding 

liquidity to the Exchange and meeting 

the ADV requirements set out in the 

Price List. 

Currently, the Exchange has three 

DMM units, only one of which has 

fewer than 150 assigned securities and 

therefore could qualify for the rebate.14

The Exchange cannot predict with 

certainty whether and how many 

member organizations would avail 

themselves of the opportunity to 

become an Exchange DMM unit and 

qualify for the proposed tiers. However, 

the Exchange believes that the proposed 

additional rebate for higher quoting in 

assigned securities, along with the 

proposed rebate for adding nondisplayed liquidity for member 

organizations that operate a qualifying 

DMM unit, could incentivize additional 

firms to become DMM units on the 

Exchange by increasing incentives for 

new and smaller entrants. The Exchange 

notes that the small DMM incentive 

currently includes an incentive for nonDMM adding liquidity (e.g., SLP 

Minimum Add Credit). 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

In May 2021, the Exchange 

introduced a fee of $0.0005 for 

executions at the open designated with 

a Retail Modifier as defined in Rule 

13.1.15 In addition, the Exchange 

introduced a $0.0008 fee per share for 

MOC and LOC Orders with a Retail 

Modifier, unless a lower tiered fee 

applies.16 The purpose of the change 

was to incentivize member 

organizations to submit additional 

displayed retail liquidity to the 

Exchange. 

The Exchange proposes to eliminate 

and remove both fees per share and the 

associated requirements. The fees have 

been underutilized by member 

organizations insofar as they have not 

encouraged member organizations to 

increase their retail liquidity volume in 

response to these lower fees as the 

Exchange had anticipated it would since 

the fees were adopted. The Exchange 

does not anticipate that any additional 

member organization in the near future 

would increase their retail liquidity 

volume in response to either fee that is 

the subject of this proposed rule change. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

Currently, the Exchange charges a fee 

of $0.0005 per share for executions in 

securities with a price below $1.00 that 

route to and execute in an NYSE 

American auction and 0.30% of total 

dollar value of the transaction for all 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 5289 

17The Exchange would also add a missing period 

at the end of the preceding full paragraph after the 

word ‘‘combined.’’ 

18For example, NYSE Arca charges a routing fee 

of 0.35% of the dollar value of the transaction for 

securities below $1.00. See https://www.nyse.com/ 

publicdocs/nyse/markets/nyse-arca/NYSE_Arca_

Marketplace_Fees.pdf, at 3. 

19 15 U.S.C. 78f(b). 

20 15 U.S.C. 78f(b)(4) & (5). 

21See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 

other orders routed to and executed on 

NYSE American (i.e., non-auction). 

The Exchange proposes to charge a fee 

equivalent to 0.08% of total dollar value 

of the transaction for all orders in 

securities below $1.00 that route to 

NYSE American (i.e., both auction and 

non-auction).17 The proposed fee is 

intended to simplify the Price List by 

charging one rate for both types of 

executions routed to NYSE American. 

The Exchange notes that the fee of 

0.008% is at or lower than other routing 

fees charged by other Exchanges for 

securities with a price below $1.00.18

The proposed change is not otherwise 

intended to address other issues, and 

the Exchange is not aware of any 

significant problems that market 

participants would have in complying 

with the proposed changes. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

section 6(b) of the Act,19 in general, and 

furthers the objectives of sections 6(b)(4) 

and 6(b)(5) of the Act,20 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Proposed Change Is Reasonable 

In light of the competitive 

environment in which the Exchange 

currently operates, the proposed rule 

change is a reasonable attempt to 

increase liquidity on the Exchange and 

improve the Exchange’s market share 

relative to its competitors. The 

Exchange believes the proposed change 

is also reasonable because it is designed 

to attract higher volumes of orders 

transacted on the Exchange by member 

organizations by aligning incentives for 

trading both on the close and intraday, 

which would benefit all market 

participants by offering greater price 

discovery and an increased opportunity 

to trade on the Exchange, both intraday 

and during the closing auction. 

Credits for Non-Displayed Limit Orders 

As described above, the Exchange 

operates in a highly competitive market. 

The Commission has repeatedly 

expressed its preference for competition 

over regulatory intervention in 

determining prices, products, and 

services in the securities markets. 

Specifically, in Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 21

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can move order flow, or discontinue or 

reduce use of certain categories of 

products, in response to fee changes. 

With respect to non-marketable order 

flow that would provide liquidity on the 

Exchange, member organizations can 

choose from any one of currently 

operating registered exchanges to route 

such order flow. Accordingly, 

competitive forces constrain exchange 

fees that relate to providing incentives 

for such order flow. Given this 

competitive environment, the proposal 

to offer tiered credits for member 

organizations providing non-displayed 

liquidity in Tape A, B, and C securities 

with a per share stock price below $1.00 

equal to a percentage of the total dollar 

value of the transaction for those 

securities is a reasonable means to 

improve opportunities for price 

improvement, attract additional order 

flow to a public market, and enhance 

execution opportunities for member 

organizations on the Exchange, to the 

benefit of all market participants. 

D Orders at the Close 

The Exchange believes that charging 

different rates for D Orders that execute 

in the close based on time of entry or 

last modification encourages all member 

organizations to enter or modify dQuotes as early possible, beginning with 

as early as 25 minutes before the close 

of trading, in order to build up liquidity 

going into the closing auction. Further, 

it is reasonable to charge member 

organizations a higher rate for entering 

or modifying their interest in the final 

minutes of regular trading hours 

because such interest most benefits from 

the flexibility afforded the order type. 

The Exchange believes that offering 

an alternative way to qualify for the 

$0.0008 per share fee for executed D 

Orders last modified in the last 3 

minutes before the scheduled close of 

trading and a new fee of $0.0009 for 

member organizations in MOC/LOC 

Tiers 1, 2 and 3 and that have Adding 

ADV of at least 0.65% of Tape A CADV 

is reasonable because the proposed 

change would encourage greater 

marketable and other liquidity at the 

closing auction, and encourage better 

liquidity and price discovery during the 

trading day. 

Small DMM Incentive 

The Exchange believes that offering 

DMMs with 150 or fewer assigned 

securities an additional monthly rebate 

for assigned securities payable per 

symbol in securities where qualified 

DMMs quote at the NBBO 25% of the 

time, as well as making them eligible for 

the Non Display Tier 1 and 2 is a 

reasonable means to improve market 

quality, attract additional order flow to 

a public market, and enhance execution 

opportunities for member organizations 

on the Exchange, to the benefit of all 

market participants. The Exchange notes 

that the proposal would also foster 

liquidity provision and stability in the 

marketplace and further reduce smaller 

DMM’s reliance on transaction fees. The 

proposal would also reward DMM units, 

who have greater risks and heightened 

quoting and other obligations than other 

market participants. The proposed 

change is also a reasonable attempt to 

potentially attract additional DMM units 

to the Exchange by providing additional 

financial incentives for smaller firms to 

become DMM units. 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

The Exchange believes that the 

proposed elimination of the 

underutilized fees for orders designated 

with a Retail Modifier is reasonable 

because member organizations have 

underutilized these fees. As noted, the 

fees have been underutilized by member 

organizations insofar as they have not 

encouraged member organizations to 

increase their retail liquidity in 

response to these lower fees as the 

Exchange had anticipated it would since 

they were adopted . The Exchange does 

not anticipate that any additional 

member organization in the near future 

would increase their retail liquidity in 

response to either fee that is the subject 

of this proposed rule change. The 

Exchange believes it is reasonable to 

eliminate fees when such incentives 

become underutilized. The Exchange 

also believes eliminating underutilized 

incentives would add clarity and 

transparency to the Price List. 


lotter on DSK11XQN23PROD with NOTICES1
5290 Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 

22See note 17, supra. 23See note 17, supra. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

The Exchange believes that its 

proposed routing fee of 0.08% of total 

dollar value of the transaction for orders 

that route to NYSE American is 

reasonable because the fee would be 

comparable to the current fee of $0.0005 

per share for orders that route to the 

Exchange’s affiliate NYSE American. 

Moreover, the proposed fee would be 

consistent with or lower than fees 

charged on other exchanges.22 The 

Exchange notes that operates in a highly 

competitive market in which market 

participants can readily select between 

various providers of routing services 

with different product offerings and 

different pricing. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes the proposal 

equitably allocates fees and credits 

among market participants because all 

member organizations that participate 

on the Exchange may qualify for the 

proposed credits and fees on an equal 

basis. The Exchange believes its 

proposal equitably allocates its fees and 

credits among its market participants by 

fostering liquidity provision and 

stability in the marketplace. 

Credits for Non-Displayed Limit Orders 

The Exchange believes the proposal 

equitably allocates its fees among its 

market participants by fostering 

liquidity provision and stability in the 

marketplace. The Exchange believes that 

the proposed tiered credits for member 

organizations adding non-displayed 

liquidity in Tape A, B, and C securities 

with a per share stock price below $1.00 

is equitable because the proposed 

credits would create incentives for 

adding greater liquidity and providing 

price improvement. The Exchange 

believes the proposed rule change 

would attract more liquidity to the 

Exchange, thereby improving marketwide liquidity. 

D Orders at the Close 

The Exchange believes that offering 

an alternative way to qualify for the 

$0.0008 per share fee for executed D 

Orders last modified in the last 3 

minutes before the scheduled close of 

trading and a new fee of $0.0009 for 

member organizations in MOC/LOC 

Tiers 1, 2 and 3 and that have Adding 

ADV of at least 0.65% of Tape A CADV 

is not unfairly discriminatory because 

the proposed change would encourage 

greater marketable and other liquidity at 

the closing auction. Moreover, the 

proposed fees are equitable because all 

similarly situated member organizations 

will be subject to the same fee structure, 

which will automatically adjust based 

on prevailing market conditions. 

Small DMM Incentive 

The Exchange believes the proposal 

equitably allocates its fees among its 

market participants by fostering 

liquidity provision and stability in the 

marketplace and reducing smaller 

DMM’s reliance on transaction fees. 

Moreover, the proposal is an equitable 

allocation of fees because it would 

reward DMM units for their increased 

risks and heightened quoting and other 

obligations. As such, it is equitable to 

offer smaller DMM units an additional 

flat, per security credit for orders that 

add liquidity. The proposed rebate is 

also equitable because it would apply 

equally to any DMM unit of a certain 

size. In addition, the proposed 

alternative way for member 

organizations that operate a DMM unit 

to qualify for the Non Display Tier 

rebates is equitable because a member 

organization that would not qualify for 

the rebates operation of a DMM unit 

with a certain number of registrations 

that meet the incentive quoting 

requirements would have the ability to 

qualify for the rebates based on adding 

volume in Non-Displayed Limit Orders 

in Tapes A, B and C as set forth under 

the modified qualification criteria. 

The Exchange notes that at this time 

there is currently only one DMM unit 

that could qualify for the proposed 

rebate based on its number of assigned 

securities. The Exchange believes that 

the proposal would provide an equal 

incentive to any member organization to 

maintain a DMM unit, and that the 

proposal constitutes an equitable 

allocation of fees because all similarly 

situated member organizations would be 

eligible for the same rebate. 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

The Exchange believes the proposal 

equitably allocates fees among its 

market participants because the 

underutilized fees the Exchange 

proposes to eliminate would be 

eliminated in their entirety, and would 

no longer be available to any member 

organization in any form. Similarly, the 

Exchange believes the proposal 

equitably allocates fees among its 

market participants because elimination 

of the underutilized fees would apply to 

all similarly-situated member 

organizations that send orders, 

including MOC and LOC orders, to the 

Exchange with a Retail Modifier on an 

equal basis. All such member 

organizations would continue to be 

subject to the same fee structure, and 

access to the Exchange’s market would 

continue to be offered on fair and 

nondiscriminatory terms. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

The Exchange believes its proposal 

equitably allocates its fees among 

market participants. The Exchange 

believes that the proposal represents an 

equitable allocation of fees because it 

would apply uniformly to all member 

organizations that route orders in 

securities below $1.00 to NYSE 

American, and each such member 

organization would be charged the 

proposed fee when utilizing the 

functionality. Without having a view of 

member organizations’ activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether the proposed fee would result 

in any member organization from 

reducing or discontinuing its use of the 

routing functionality. Moreover, the 

proposed fee would be equitable 

because it is consistent with or lower 

than fees charged on other exchanges.23

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, member organizations are 

free to disfavor the Exchange’s pricing if 

they believe that alternatives offer them 

better value. 

Credits for Non-Displayed Limit Orders 

The Exchange believes that offering 

the proposed credits to member 

organizations based on the amount of 

liquidity provided to the Exchange in 

non-displayed liquidity in Tape A, B, 

and C securities with a per share stock 

price below $1.00 would provide a 

further incentive for all member 

organizations to provide additional 

liquidity to the Exchange. 

D Orders at the Close 

The Exchange believes that offering 

an alternative way to qualify for the 

lower $0.0008 per share fee for executed 

D Orders last modified in the last 3 

minutes before the scheduled close of 

trading and a new fee of $0.0009 for 

member organizations in MOC/LOC 

Tiers 1, 2 and 3 and that have Adding 

ADV of at least 0.65% of Tape A CADV 

is not unfairly discriminatory because 

the proposed change would encourage 

greater marketable and other liquidity at 

the closing auction. The Exchange 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 5291 

24For instance, as noted above, the first 750,000 

ADV of the aggregate of executions at the close by 

a member organization are not charged. See NYSE 

Price List, available at https://www.nyse.com/ 

publicdocs/nyse/markets/nyse/NYSE_Price_

List.pdf. 

25 15 U.S.C. 78f(b). 

26 15 U.S.C. 78f(b)(4) & (5). 

believes that the proposal is not unfairly 

discriminatory because all similarly 

situated member organizations that 

submit D Orders last modified in the 

last 3 minutes before the scheduled 

close of trading above the first 750,000 

ADV of the aggregate of executions at 

the close by a member organization will 

be subject to the same fee structure, 

which will automatically adjust based 

on prevailing market conditions. 

Small DMM Incentive 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, member organizations are 

free to disfavor the Exchange’s pricing if 

they believe that alternatives offer them 

better value. For example, member 

organizations could display quotes on 

competing exchanges rather than 

quoting sufficiently on the Exchange to 

meet the proposed 25% NBBO quoting 

requirement. The Exchange believes that 

offering an additional rebate for DMM 

units with 150 or fewer assigned 

securities in the previous month would 

provide a further incentive for smaller 

DMM units to quote and trade their 

assigned securities on the Exchange, 

and will generally allow the Exchange 

and DMM units to better compete for 

order flow, thus enhancing competition. 

The Exchange also believes that the 

requirement of 150 or fewer assigned 

securities to qualify for the credit is not 

unfairly discriminatory because it 

would apply equally to all existing and 

prospective member organizations with 

150 or fewer assigned securities that 

choose to maintain a DMM unit on the 

Exchange. The Exchange does not 

believe that it is unfairly discriminatory 

to offer incentives based on a maximum 

threshold. The Exchange notes that it 

currently offers incentives that apply 

equally to all member organizations that 

cannot or choose not to exceed a certain 

volume threshold.24 The Exchange 

believes that the proposal would 

provide an equal incentive to any 

member organization to operate and 

maintain a DMM unit, and that the 

proposal would not be unfairly 

discriminatory because the thresholdbased incentive would be offered on 

equal terms to all similarly situated 

member organizations. Similarly, the 

proposal does not permit unfair 

discrimination because the proposed 

alternative way for member 

organizations that operate a DMM unit 

to qualify for the Non Display Tier 

rebates would be applied to all similarly 

situated member organizations, who 

would all be eligible for the same credits 

on an equal basis. Member organizations 

could qualify the Non Display Tier 

rebates either by operating a DMM unit 

that meets the existing and proposed 

incentive quoting requirements at the 

NBBO or meeting the requirements of 

the Non Display Tiers as modified by 

this proposal. In both cases, the 

proposal does not permit unfair 

discrimination because the proposed 

criteria apply equally to all similarly 

situated member organizations, and all 

member organizations eligible for the 

rebates under either criteria would be 

eligible for the same credits on an equal 

and non-discriminatory basis. Moreover, 

the Exchange does not believe that 

offering a lower remove fee to member 

organizations that operate a DMM unit 

and meet Adding ADV requirements 

would be unfairly discriminatory given 

that member organizations operating a 

DMM unit have greater risks and 

heightened quoting and other 

obligations than other market 

participants. As such, it is equitable and 

not unfairly discriminatory to offer 

member organizations operating a DMM 

unit that also meet incentive quoting 

requirements the ability to receive the 

Non Display Tier rebates as other 

member organizations that do not 

operate a DMM unit and thus do not 

have the same quoting and trading 

obligations as DMM units. Accordingly, 

no member organization already 

operating on the Exchange would be 

disadvantaged by the proposed 

allocation of fees. 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

The Exchange believes that the 

proposal is not unfairly discriminatory 

because it neither targets nor will it 

have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

the proposal is not unfairly 

discriminatory because the proposed 

elimination of the underutilized fees 

would affect all similarly-situated 

market participants on an equal and 

non-discriminatory basis. The Exchange 

believes that eliminating fees that are 

underutilized and ineffective would no 

longer be available to any member 

organization on an equal basis. The 

Exchange also believes that the 

proposed change would protect 

investors and the public interest 

because the deletion of an underutilized 

fee would make the Price List more 

accessible and transparent. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

The Exchange believes its proposed 

routing fee is not unfairly 

discriminatory because the fee would be 

applicable to all member organizations 

on an equal and non-discriminatory 

basis. 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

The Exchange believes it is not unfairly 

discriminatory as the proposal to charge 

a fee would be assessed on an equal 

basis to all member organizations that 

route orders in securities below $1.00 to 

NYSE American. Moreover, the 

proposed rule change neither targets nor 

will it have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

this proposal does not permit unfair 

discrimination because the changes 

described in this proposal would be 

applied to all similarly situated member 

organizations. Accordingly, no member 

organization already operating on the 

Exchange would be disadvantaged by 

the proposed allocation of fees. The 

Exchange further believes that the 

proposed rule change would not permit 

unfair discrimination among member 

organizations because the ability to 

route to NYSE American would remain 

available to all member organizations on 

an equal basis and each such participant 

would be charged the same fee for using 

the functionality. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange believes that the 

proposed rule change is consistent with 

section 6(b) of the Act,25 in general, and 

furthers the objectives of sections 6(b)(4) 

and 6(b)(5) of the Act,26 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Proposed Change Is Reasonable 

In light of the competitive 

environment in which the Exchange 

currently operates, the proposed rule 

change is a reasonable attempt to 

increase liquidity on the Exchange and 

improve the Exchange’s market share 

relative to its competitors. The 

Exchange believes the proposed change 

is also reasonable because it is designed 


lotter on DSK11XQN23PROD with NOTICES1
5292 Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 

27See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 28See note 17, supra. 

to attract higher volumes of orders 

transacted on the Exchange by member 

organizations by aligning incentives for 

trading both on the close and intraday, 

which would benefit all market 

participants by offering greater price 

discovery and an increased opportunity 

to trade on the Exchange, both intraday 

and during the closing auction. 

Credits for Non-Displayed Limit Orders 

As described above, the Exchange 

operates in a highly competitive market. 

The Commission has repeatedly 

expressed its preference for competition 

over regulatory intervention in 

determining prices, products, and 

services in the securities markets. 

Specifically, in Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 27

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can move order flow, or discontinue or 

reduce use of certain categories of 

products, in response to fee changes. 

With respect to non-marketable order 

flow that would provide liquidity on the 

Exchange, member organizations can 

choose from any one of currently 

operating registered exchanges to route 

such order flow. Accordingly, 

competitive forces constrain exchange 

fees that relate to providing incentives 

for such order flow. Given this 

competitive environment, the proposal 

to offer tiered credits for member 

organizations providing non-displayed 

liquidity in Tape A, B, and C securities 

with a per share stock price below $1.00 

equal to a percentage of the total dollar 

value of the transaction for those 

securities is a reasonable means to 

improve opportunities for price 

improvement, attract additional order 

flow to a public market, and enhance 

execution opportunities for member 

organizations on the Exchange, to the 

benefit of all market participants. 

D Orders at the Close 

The Exchange believes that charging 

different rates for D Orders that execute 

in the close based on time of entry or 

last modification encourages all member 

organizations to enter or modify dQuotes as early possible, beginning with 

as early as 25 minutes before the close 

of trading, in order to build up liquidity 

going into the closing auction. Further, 

it is reasonable to charge member 

organizations a higher rate for entering 

or modifying their interest in the final 

minutes of regular trading hours 

because such interest most benefits from 

the flexibility afforded the order type. 

The Exchange believes that offering 

an alternative way to qualify for the 

$0.0008 per share fee for executed D 

Orders last modified in the last 3 

minutes before the scheduled close of 

trading and a new fee of $0.0009 for 

member organizations in MOC/LOC 

Tiers 1, 2 and 3 and that have Adding 

ADV of at least 0.65% of Tape A CADV 

is reasonable because the proposed 

change would encourage greater 

marketable and other liquidity at the 

closing auction, and encourage better 

liquidity and price discovery during the 

trading day. 

Small DMM Incentive 

The Exchange believes that offering 

DMMs with 150 or fewer assigned 

securities an additional monthly rebate 

for assigned securities payable per 

symbol in securities where qualified 

DMMs quote at the NBBO 25% of the 

time, as well as making them eligible for 

the Non Display Tier 1 and 2 is a 

reasonable means to improve market 

quality, attract additional order flow to 

a public market, and enhance execution 

opportunities for member organizations 

on the Exchange, to the benefit of all 

market participants. The Exchange notes 

that the proposal would also foster 

liquidity provision and stability in the 

marketplace and further reduce smaller 

DMM’s reliance on transaction fees. The 

proposal would also reward DMM units, 

who have greater risks and heightened 

quoting and other obligations than other 

market participants. The proposed 

change is also a reasonable attempt to 

potentially attract additional DMM units 

to the Exchange by providing additional 

financial incentives for smaller firms to 

become DMM units. 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

The Exchange believes that the 

proposed elimination of the 

underutilized fees for orders designated 

with a Retail Modifier is reasonable 

because member organizations have 

underutilized these fees. As noted, the 

fees have been underutilized by member 

organizations insofar as they have not 

encouraged member organizations to 

increase their retail liquidity in 

response to these lower fees as the 

Exchange had anticipated it would since 

they were adopted. The Exchange does 

not anticipate that any additional 

member organization in the near future 

would increase their retail liquidity in 

response to either fee that is the subject 

of this proposed rule change. The 

Exchange believes it is reasonable to 

eliminate fees when such incentives 

become underutilized. The Exchange 

also believes eliminating underutilized 

incentives would add clarity and 

transparency to the Price List. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

The Exchange believes that its 

proposed routing fee of 0.08% of total 

dollar value of the transaction for orders 

that route to NYSE American is 

reasonable because the fee would be 

comparable to the current fee of $0.0005 

per share for orders that route to the 

Exchange’s affiliate NYSE American. 

Moreover, the proposed fee would be 

consistent with or lower than fees 

charged on other exchanges.28 The 

Exchange notes that operates in a highly 

competitive market in which market 

participants can readily select between 

various providers of routing services 

with different product offerings and 

different pricing. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes the proposal 

equitably allocates fees and credits 

among market participants because all 

member organizations that participate 

on the Exchange may qualify for the 

proposed credits and fees on an equal 

basis. The Exchange believes its 

proposal equitably allocates its fees and 

credits among its market participants by 

fostering liquidity provision and 

stability in the marketplace. 

Credits for Non-Displayed Limit Orders 

The Exchange believes the proposal 

equitably allocates its fees among its 

market participants by fostering 

liquidity provision and stability in the 

marketplace. The Exchange believes that 

the proposed tiered credits for member 

organizations adding non-displayed 

liquidity in Tape A, B, and C securities 

with a per share stock price below $1.00 

is equitable because the proposed 

credits would create incentives for 

adding greater liquidity and providing 

price improvement. The Exchange 

believes the proposed rule change 

would attract more liquidity to the 

Exchange, thereby improving marketwide liquidity. 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 5293 

29See note 17, supra. 

30For instance, as noted above, the first 750,000 

ADV of the aggregate of executions at the close by 

a member organization are not charged. See NYSE 

Continued 

D Orders at the Close 

The Exchange believes that offering 

an alternative way to qualify for the 

$0.0008 per share fee for executed D 

Orders last modified in the last 3 

minutes before the scheduled close of 

trading and a new fee of $0.0009 for 

member organizations in MOC/LOC 

Tiers 1, 2 and 3 and that have Adding 

ADV of at least 0.65% of Tape A CADV 

is not unfairly discriminatory because 

the proposed change would encourage 

greater marketable and other liquidity at 

the closing auction. Moreover, the 

proposed fees are equitable because all 

similarly situated member organizations 

will be subject to the same fee structure, 

which will automatically adjust based 

on prevailing market conditions. 

Small DMM Incentive 

The Exchange believes the proposal 

equitably allocates its fees among its 

market participants by fostering 

liquidity provision and stability in the 

marketplace and reducing smaller 

DMM’s reliance on transaction fees. 

Moreover, the proposal is an equitable 

allocation of fees because it would 

reward DMM units for their increased 

risks and heightened quoting and other 

obligations. As such, it is equitable to 

offer smaller DMM units an additional 

flat, per security credit for orders that 

add liquidity. The proposed rebate is 

also equitable because it would apply 

equally to any DMM unit of a certain 

size. In addition, the proposed 

alternative way for member 

organizations that operate a DMM unit 

to qualify for the Non Display Tier 

rebates is equitable because a member 

organization that would not qualify for 

the rebates operation of a DMM unit 

with a certain number of registrations 

that meet the incentive quoting 

requirements would have the ability to 

qualify for the rebates based on adding 

volume in Non-Displayed Limit Orders 

in Tapes A, B and C as set forth under 

the modified qualification criteria. 

The Exchange notes that at this time 

there is currently only one DMM unit 

that could qualify for the proposed 

rebate based on its number of assigned 

securities. The Exchange believes that 

the proposal would provide an equal 

incentive to any member organization to 

maintain a DMM unit, and that the 

proposal constitutes an equitable 

allocation of fees because all similarly 

situated member organizations would be 

eligible for the same rebate. 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

The Exchange believes the proposal 

equitably allocates fees among its 

market participants because the 

underutilized fees the Exchange 

proposes to eliminate would be 

eliminated in their entirety, and would 

no longer be available to any member 

organization in any form. Similarly, the 

Exchange believes the proposal 

equitably allocates fees among its 

market participants because elimination 

of the underutilized fees would apply to 

all similarly-situated member 

organizations that send orders, 

including MOC and LOC orders, to the 

Exchange with a Retail Modifier on an 

equal basis. All such member 

organizations would continue to be 

subject to the same fee structure, and 

access to the Exchange’s market would 

continue to be offered on fair and 

nondiscriminatory terms. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

The Exchange believes its proposal 

equitably allocates its fees among 

market participants. The Exchange 

believes that the proposal represents an 

equitable allocation of fees because it 

would apply uniformly to all member 

organizations that route orders in 

securities below $1.00 to NYSE 

American, and each such member 

organization would be charged the 

proposed fee when utilizing the 

functionality. Without having a view of 

member organizations’ activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether the proposed fee would result 

in any member organization from 

reducing or discontinuing its use of the 

routing functionality. Moreover, the 

proposed fee would be equitable 

because it is consistent with or lower 

than fees charged on other exchanges.29

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, member organizations are 

free to disfavor the Exchange’s pricing if 

they believe that alternatives offer them 

better value. 

Credits for Non-Displayed Limit Orders 

The Exchange believes that offering 

the proposed credits to member 

organizations based on the amount of 

liquidity provided to the Exchange in 

non-displayed liquidity in Tape A, B, 

and C securities with a per share stock 

price below $1.00 would provide a 

further incentive for all member 

organizations to provide additional 

liquidity to the Exchange. 

D Orders at the Close 

The Exchange believes that offering 

an alternative way to qualify for the 

lower $0.0008 per share fee for executed 

D Orders last modified in the last 3 

minutes before the scheduled close of 

trading and a new fee of $0.0009 for 

member organizations in MOC/LOC 

Tiers 1, 2 and 3 and that have Adding 

ADV of at least 0.65% of Tape A CADV 

is not unfairly discriminatory because 

the proposed change would encourage 

greater marketable and other liquidity at 

the closing auction. The Exchange 

believes that the proposal is not unfairly 

discriminatory because all similarly 

situated member organizations that 

submit D Orders last modified in the 

last 3 minutes before the scheduled 

close of trading above the first 750,000 

ADV of the aggregate of executions at 

the close by a member organization will 

be subject to the same fee structure, 

which will automatically adjust based 

on prevailing market conditions. 

Small DMM Incentive 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, member organizations are 

free to disfavor the Exchange’s pricing if 

they believe that alternatives offer them 

better value. For example, member 

organizations could display quotes on 

competing exchanges rather than 

quoting sufficiently on the Exchange to 

meet the proposed 25% NBBO quoting 

requirement. The Exchange believes that 

offering an additional rebate for DMM 

units with 150 or fewer assigned 

securities in the previous month would 

provide a further incentive for smaller 

DMM units to quote and trade their 

assigned securities on the Exchange, 

and will generally allow the Exchange 

and DMM units to better compete for 

order flow, thus enhancing competition. 

The Exchange also believes that the 

requirement of 150 or fewer assigned 

securities to qualify for the credit is not 

unfairly discriminatory because it 

would apply equally to all existing and 

prospective member organizations with 

150 or fewer assigned securities that 

choose to maintain a DMM unit on the 

Exchange. The Exchange does not 

believe that it is unfairly discriminatory 

to offer incentives based on a maximum 

threshold. The Exchange notes that it 

currently offers incentives that apply 

equally to all member organizations that 

cannot or choose not to exceed a certain 

volume threshold.30 The Exchange 


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5294 Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 

Price List, available at https://www.nyse.com/ 

publicdocs/nyse/markets/nyse/NYSE_Price_

List.pdf. 

31 15 U.S.C. 78s(b)(3)(A). 

32 17 CFR 240.19b–4(f)(2). 

33 15 U.S.C. 78s(b)(2)(B). 

believes that the proposal would 

provide an equal incentive to any 

member organization to operate and 

maintain a DMM unit, and that the 

proposal would not be unfairly 

discriminatory because the thresholdbased incentive would be offered on 

equal terms to all similarly situated 

member organizations. Similarly, the 

proposal does not permit unfair 

discrimination because the proposed 

alternative way for member 

organizations that operate a DMM unit 

to qualify for the Non Display Tier 

rebates would be applied to all similarly 

situated member organizations, who 

would all be eligible for the same credits 

on an equal basis. Member organizations 

could qualify the Non Display Tier 

rebates either by operating a DMM unit 

that meets the existing and proposed 

incentive quoting requirements at the 

NBBO or meeting the requirements of 

the Non Display Tiers as modified by 

this proposal. In both cases, the 

proposal does not permit unfair 

discrimination because the proposed 

criteria apply equally to all similarly 

situated member organizations, and all 

member organizations eligible for the 

rebates under either criteria would be 

eligible for the same credits on an equal 

and non-discriminatory basis. Moreover, 

the Exchange does not believe that 

offering a lower remove fee to member 

organizations that operate a DMM unit 

and meet Adding ADV requirements 

would be unfairly discriminatory given 

that member organizations operating a 

DMM unit have greater risks and 

heightened quoting and other 

obligations than other market 

participants. As such, it is equitable and 

not unfairly discriminatory to offer 

member organizations operating a DMM 

unit that also meet incentive quoting 

requirements the ability to receive the 

Non Display Tier rebates as other 

member organizations that do not 

operate a DMM unit and thus do not 

have the same quoting and trading 

obligations as DMM units. Accordingly, 

no member organization already 

operating on the Exchange would be 

disadvantaged by the proposed 

allocation of fees. 

Deletion of Underutilized Fees for 

Orders With a Retail Modifier 

The Exchange believes that the 

proposal is not unfairly discriminatory 

because it neither targets nor will it 

have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

the proposal is not unfairly 

discriminatory because the proposed 

elimination of the underutilized fees 

would affect all similarly-situated 

market participants on an equal and 

non-discriminatory basis. The Exchange 

believes that eliminating fees that are 

underutilized and ineffective would no 

longer be available to any member 

organization on an equal basis. The 

Exchange also believes that the 

proposed change would protect 

investors and the public interest 

because the deletion of an underutilized 

fee would make the Price List more 

accessible and transparent. 

Routing Fees to NYSE American for 

Tape B and C Securities Below $1.00 

The Exchange believes its proposed 

routing fee is not unfairly 

discriminatory because the fee would be 

applicable to all member organizations 

on an equal and non-discriminatory 

basis. 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

The Exchange believes it is not unfairly 

discriminatory as the proposal to charge 

a fee would be assessed on an equal 

basis to all member organizations that 

route orders in securities below $1.00 to 

NYSE American. Moreover, the 

proposed rule change neither targets nor 

will it have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

this proposal does not permit unfair 

discrimination because the changes 

described in this proposal would be 

applied to all similarly situated member 

organizations. Accordingly, no member 

organization already operating on the 

Exchange would be disadvantaged by 

the proposed allocation of fees. The 

Exchange further believes that the 

proposed rule change would not permit 

unfair discrimination among member 

organizations because the ability to 

route to NYSE American would remain 

available to all member organizations on 

an equal basis and each such participant 

would be charged the same fee for using 

the functionality. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with 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 

The foregoing rule change is effective 

upon filing pursuant to section 

19(b)(3)(A) 31 of the Act and 

subparagraph (f)(2) of Rule 19b–4 32

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under section 19(b)(2)(B) 33 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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2024–04 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–NYSE–2024–04. 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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 18 / Friday, January 26, 2024 / Notices 5295 

34 17 CFR 200.30–3(a)(12). 

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–NYSE–2024–04 and should be 

submitted on or before February 16, 

2024. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.34

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01508 Filed 1–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF TRANSPORTATION 

Federal Aviation Administration 

[Docket No. FAA–2020–1158] 

Agency Information Collection 

Activities: Requests for Comments; 

Clearance of a Renewed Approval of 

Information Collection: License 

Requirements for Operation of a 

Launch Site 

AGENCY: Federal Aviation 

Administration (FAA), DOT. 

ACTION: Notice and request for 

comments. 

SUMMARY: In accordance with the 

Paperwork Reduction Act of 1995, FAA 

invites public comments about our 

intention to request the Office of 

Management and Budget (OMB) 

approval to renew an information 

collection. The information to be 

collected includes data required for 

performing launch site location 

analysis. The launch site license is valid 

for a period of 5 years. Respondents are 

licensees authorized to operate sites. 

DATES: Written comments should be 

submitted by March 26, 2024. 

ADDRESSES: Please send written 

comments: 

By Electronic Docket: 

www.regulations.gov (Enter docket 

number into search field). 

By Mail: Charles Huet, 800 

Independence Avenue SW, Room 331, 

Washington, DC 20591. 

By Fax: 202–267–5463. 

FOR FURTHER INFORMATION CONTACT: 

Charles Huet by email at: Charles.huet@

faa.gov; phone: 202–267–7427. 

SUPPLEMENTARY INFORMATION: 

Public Comments Invited: You are 

asked to comment on any aspect of this 

information collection, including (a) 

Whether the proposed collection of 

information is necessary for FAA’s 

performance; (b) the accuracy of the 

estimated burden; (c) ways for FAA to 

enhance the quality, utility and clarity 

of the information collection; and (d) 

ways that the burden could be 

minimized without reducing the quality 

of the collected information. The agency 

will summarize and/or include your 

comments in the request for OMB’s 

clearance of this information collection. 

OMB Control Number: 2120–0644. 

Title: License Requirements for 

Operation of a Launch Site. 

Form Numbers: There are no FAA 

forms associated with this collection. 

Type of Review: Renewal of an 

information collection. 

Background: The data requested for a 

license application to operate a 

commercial launch site are required by 

51 U.S.C. 50904, Restrictions on 

launches, operations, and reentries. The 

information is needed in order to 

demonstrate to the FAA Office of 

Commercial Space Transportation 

(FAA/AST) that the proposed activity 

meets applicable public safety, national 

security, and foreign policy interest of 

the United States. 

Respondents: Approximately 2 

applicants. 

Frequency: Information is collected 

on occasion. 

Estimated Average Burden per 

Response: 2,322 hours. 

Estimated Total Annual Burden: 

4,644 hours. 

Issued in Washington, DC. 

James Hatt, 

Space Policy Division Manager, Office of 

Commercial Space Transportation. 

[FR Doc. 2024–01516 Filed 1–25–24; 8:45 am] 

BILLING CODE 4910–13–P 

DEPARTMENT OF TRANSPORTATION 

Maritime Administration 

[Docket Number MARAD–2020–0133] 

National Historic Landmark Nuclear 

Ship Savannah Available; Request for 

Information; Period Extension 

AGENCY: Maritime Administration, 

Department of Transportation. 

ACTION: Notice of vessel availability and 

request for information period 

extension. 

SUMMARY: On October 30, 2023, the 

Maritime Administration (MARAD) 

published a Notice of Availability and 

Request for Information (NOA and RFI) 

in the Federal Register to determine 

preservation interest from entities that 

may wish to acquire the National 

Historic Landmark (NHL) Nuclear Ship 

Savannah (NSS). MARAD is 

decommissioning the nuclear power 

plant of the NSS, which will result in 

the termination of the ship’s Nuclear 

Regulatory Commission (NRC) license, 

making the ship available for 

disposition, including potential 

conveyance or preservation. Information 

received in response to this RFI will 

help to inform the development of 

viable preservation alternatives for the 

NSS. Due to interest generated and to 

allow interested parties additional time 

to respond, MARAD is extending the 

response period by 45 days, to April 1, 

2024, and adding an additional 

information session/site visit. In 

responding to the RFI, please review the 

below SUPPLEMENTARY INFORMATION/ 

Information Requested section to inform 

your submission. 

DATES: The response period for this RFI, 

published October 30, 2023 (88 FR 

74228), is extended to April 1, 2024. 

MARAD will host an additional 

information session/site visit for 

interested parties on February 24, 2024, 

to allow potential responders the 

opportunity to ask MARAD questions 

regarding the NSS and to view the ship. 

The information session will take place 

in a hybrid format, and will be held 

onboard the NSS, online, or by phone. 

The site visit will be held onboard the 

NSS. You must RSVP for the 

information session/site visit to the 

email or phone number listed in the FOR

FURTHER INFORMATION CONTACT section 

below no later than February 17, 2024, 

to facilitate entry or to receive 

information to attend virtually. 

Parties who are unable to make this 

date may request alternate arrangements 

by contacting the person listed in the 

FOR FURTHER INFORMATION CONTACT

section. 


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