Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices 73463 

60 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. 

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–FINRA–2024–012 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–FINRA–2024–012. 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 

FINRA. 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–FINRA–2024–012 and 

should be submitted on or before 

October 1, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.60

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–20323 Filed 9–9–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–100918; File No. SR–NYSE– 

2024–47] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Section 102.01 of the NYSE 

Listed Company Manual To Provide 

That the Distribution Standard Therein 

Will Be Calculated on a Worldwide 

Basis 

September 4, 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 August 

22, 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, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 102.01 of the NYSE Listed 

Company Manual to provide that the 

distribution standard therein will be 

calculated on a worldwide basis. 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 

Section 102.01A of the Manual sets 

forth the Exchange’s minimum initial 

listing requirements with respect to 

distribution for companies seeking to 

list under the Exchange’s ‘‘domestic’’ 

initial listing standards. A note included 

in Section 102.01B (under the heading 

‘‘Calculations under the Distribution 

Criteria’’) provides that, when 

considering a listing application from a 

company organized under the laws of 

Canada, Mexico or the United States 

(‘‘North America’’), the Exchange will 

include all North American holders and 

North American trading volume in 

applying the minimum stockholder and 

trading volume requirements of Section 

102.01A. 

Notwithstanding the foregoing, the 

note included in Section 102.01B also 

provides that, in connection with the 

listing of any issuer from outside North 

America, the Exchange will have the 

discretion, but will not be required, to 

consider holders and trading volume in 

the company’s home country market or 

primary trading market outside the 

United States in determining whether a 

company is qualified for listing under 

Section 102.01, provided such market is 

a regulated stock exchange. The note 

specifies that, in exercising this 

discretion, the Exchange would 

consider all relevant factors including: 

(i) whether the information was derived 

from a reliable source, preferably either 

a regulated securities market or a 

transfer agent that was subject to 

governmental regulation; (ii) whether 

there existed efficient mechanisms for 

the transfer of securities between the 

company’s non-U.S. trading market and 

the United States; and (iii) the number 

of shareholders and the extent of trading 

in the company’s securities in the 

United States prior to the listing. 

The Exchange proposes to amend the 

note in Section 102.01B under the 

heading ‘‘Calculations under the 

Distribution Criteria’’ to provide that, 

when considering a listing application 

from a company regardless of whether 

the company is domestic or foreign, the 

Exchange will include all holders on a 

global basis and worldwide trading 

volume in applying the minimum 

stockholder and trading volume 

requirements of Section 102.01A. As the 

discretion provided with respect to the 

inclusion of non-U.S. holders and 

trading volume in the current rule 

would no longer be relevant if there was 

no geographic limitation on the 


khammond on DSKJM1Z7X2PROD with NOTICES
73464 Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices 

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

5 15 U.S.C. 78f(b)(5). 6 15 U.S.C. 78f(b)(8). 

inclusion of holders or trading volume 

in meeting the standards, the Exchange 

proposes to delete from the note the 

discussion of how that discretion is 

currently applied. 

It has been the Exchange’s experience 

in recent years that non-U.S. companies 

conducting their initial public offerings 

in the United States will often seek to 

sell a significant portion of the offering 

in the company’s home market rather 

than in the United States. Such 

companies and their underwriters have 

sometimes had difficulty placing shares 

with a sufficient number of investors in 

North America to meet the Exchange’s 

domestic distribution standards and, in 

some instances, companies have been 

unable to list on the Exchange because 

of the restrictions imposed by the 

current NYSE rule. In some cases, this 

means that these companies are lost to 

the U.S. capital markets, but in other 

cases these companies are able to list on 

the Nasdaq Stock Market (‘‘Nasdaq’’), as 

Nasdaq’s distribution requirements do 

not include a limitation comparable to 

that included in the NYSE’s rule. The 

Exchange believes that the proposed 

rule change will enable it to compete 

more effectively for the listing of nonU.S. companies, as the rule change 

would remove a significant competitive 

disadvantage faced by the Exchange in 

competing with Nasdaq for the listing of 

these companies. 

In addition to the competitive benefits 

described above, the Exchange believes 

that the current rule reflects an 

understanding of the functioning of the 

trading market for non-U.S. companies 

that is inconsistent with the current 

reality. The current restrictions have 

been in place for many years and do not 

reflect the speed and reliability of links 

among global securities markets. Given 

the ease of transfer of securities between 

different countries in the contemporary 

securities markets, there is no reason 

why the holders of a listed company’s 

securities outside of North America 

cannot be active real time participants 

in the trading market in the United 

States and that foreign holders should 

be viewed as less valuable as a source 

of liquidity in that market. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,4 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,5 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and because it is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that the 

proposed rule change furthers the 

objectives of Section 6(b)(5) in that it 

will promote competition for the listing 

of non-U.S. companies by ensuring that 

the listing rules of the major listing 

exchanges will function the same in 

their consideration of shareholders and 

trading volume outside of North 

America for purposes of initial listing 

requirements. In addition to these 

competitive benefits, the Exchange 

believes that the current rule reflects an 

understanding of how the trading 

market for non-U.S. companies 

functions that is inconsistent with the 

current reality. The current restrictions 

have been in place for many years and 

do not reflect the speed and reliability 

of links among global securities markets. 

Given the ease of transfer of securities 

between different countries in the 

contemporary securities markets, there 

is no reason why the holders of a listed 

company’s securities outside of North 

America cannot be active real time 

participants in the trading market in the 

United States and that foreign holders 

should be viewed as less valuable as a 

source of liquidity in that market. As 

such, the Exchange believes that the 

proposal is consistent with the 

protection of investors as it reflects 

appropriately the role played by 

shareholders and trading activity in a 

company’s home market in the 

development of a liquid trading market 

in the United States in the securities of 

non-U.S. listed companies. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange believes that the 

proposal will not impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of Section 6(b)(8) of the Act.6

The Exchange believes that the 

proposal will not impose a burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

proposed rule change is designed to 

increase the competition for listing of 

non-U.S. companies by enabling the 

Exchange to compete more effectively 

with Nasdaq for the listing of those 

companies, by conforming the 

Exchange’s treatment of shareholders 

and trading volume outside North 

America with their treatment under 

Nasdaq listing rules. 

The Exchange does not believe that 

the proposed rule change imposes a 

burden on intra-market competition 

because the provisions will be applied 

in the same manner to all listing 

applicants. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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–2024–47 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–2024–47. 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 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices 73465 

7 17 CFR 200.30–3(a)(12). 

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–NYSE–2024–47 and should be 

submitted on or before October 1, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–20321 Filed 9–9–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–139, OMB Control No. 

3235–0128] 

Proposed Collection; Comment 

Request; Reinstatement With Change: 

Rule 12f–1 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 12f–1 (17 CFR 

240.12f–1), under the Securities 

Exchange Act of 1934 (‘‘Act’’) (15 U.S.C. 

78a et seq.). The Commission plans to 

submit this existing collection of 

information to the Office of 

Management and Budget (‘‘OMB’’) for 

reinstatement and approval. 

Rule 12f–1 (‘‘Rule’’), originally 

adopted in 1979 pursuant to Sections 

12(f) and 23(a) of the Act, and as further 

modified in 1995 and 2005, sets forth 

the requirements for filing an exchange 

application to reinstate unlisted trading 

privileges (‘‘UTP’’) in a security in 

which UTP has been suspended by the 

Commission pursuant to Section 

12(f)(2)(A) of the Act. Under Rule 12f– 

1, an exchange must submit one copy of 

an application for reinstatement of UTP 

to the Commission that contains 

specified information, as set forth in the 

Rule. The application for reinstatement, 

pursuant to the Rule, must provide the 

name of the issuer, the title of the 

security, the name of each national 

securities exchange, if any, on which 

the security is listed or admitted to 

unlisted trading privileges, whether 

transaction information concerning the 

security is reported pursuant to an 

effective transaction reporting plan 

contemplated by Rule 601 of Regulation 

NMS, the date of the Commission’s 

suspension of unlisted trading 

privileges in the security on the 

exchange, and any other pertinent 

information related to whether the 

reinstatement of UTP in the subject 

security is consistent with the 

maintenance of fair and orderly markets 

and the protection of investors. Rule 

12f–1 further requires a national 

securities exchange seeking to reinstate 

its ability to extend unlisted trading 

privileges in a security to indicate that 

it has provided a copy of such 

application to the issuer of the security, 

as well as to any other national 

securities exchange on which the 

security is listed or admitted to unlisted 

trading privileges. 

The information required by Rule 

12f–1 enables the Commission to make 

the necessary findings under the Act 

prior to granting applications to 

reinstate unlisted trading privileges. 

This information is also made available 

to members of the public who may wish 

to comment upon the applications. 

Without the Rule, the Commission 

would be unable to fulfill these 

statutory responsibilities. 

This information collection 

requirement was previously approved 

by OMB, but the approval expired on 

May 31, 2024. Accordingly, the 

Commission will request a 

reinstatement of OMB’s approval. 

There are currently 25 national 

securities exchanges subject to Rule 

12f–1. The burden of complying with 

Rule 12f–1 arises when a potential 

respondent seeks to reinstate its ability 

to extend unlisted trading privileges to 

any security for which unlisted trading 

privileges have been suspended by the 

Commission, pursuant to Section 

12(f)(2)(A) of the Act. The staff estimates 

that each application would require 

approximately one hour to complete. 

Thus, each potential respondent would 

incur on average one burden hour in 

complying with the Rule. 

The Commission staff estimates that 

there could be as many as 25 responses 

annually for an aggregate annual hour 

burden for all respondents of 

approximately 25 hours (25 responses × 

1 hour per response). Each respondent’s 

related internal cost of compliance for 

Rule 12f–1 would be approximately 

$242.00 (the cost of one hour of 

professional work of a paralegal needed 

to complete the application). The total 

annual cost of compliance for all 

potential respondents, therefore, is 

approximately $6,050 (25 responses × 

$242.00 per response). 

Compliance with Rule 12f–1 is 

mandatory. Rule 12f–1 does not have a 

record retention requirement per se. 

However, responses made pursuant to 

Rule 12f–1 are subject to the 

recordkeeping requirements of Rules 

17a–3 and 17a–4 of the Act. Information 

received in response to Rule 12f–1 shall 

not be kept confidential; the information 

collected is public information. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information collected; and (d) 

ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted by 

November 12, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Austin Gerig, Director/Chief Data 

Officer, Securities and Exchange 

Commission, c/o Oluwaseun Ajayi, 100 

F Street NE, Washington, DC 20549 or 

send an email to: PRA_Maailbox@

sec.gov. 


khammond on DSKJM1Z7X2PROD with NOTICES