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
73466 Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3 In Partial Amendment No. 1, OCC corrected an 

error in Exhibit 5A to SR–OCC–2024–011 without 

changing the substance of the proposed rule change. 

Partial Amendment No. 1 does not materially alter 

the substance of the proposed rule change or raise 

any novel regulatory issues. 

4OCC’s By-Laws and Rules can be found on 

OCC’s public website: https://www.theocc.com/ 

Company-Information/Documents-and-Archives/ 

By-Laws-and-Rules. 

5Terms provided under a Master Stock Lending 

Agreement (‘‘MSLA’’) between the parties to a Stock 

Loan may remain in effect as between the parties 

to the extent they are not inconsistent with the ByLaws and Rules, but do not impose any obligation 

on OCC. See OCC Rule 2202(b). 

6See OCC Announces New Platform Name and 

Launches Enhanced Transformation website (May 

10, 2022), https://www.theocc.com/newsroom/ 

views/2022/05-10-occ-announces-new-platformname-and-launches-enhanced-transformationwebsite. 

7As discussed in more detail below, OCC’s 

current programs are limited by certain inefficient 

legacy practices including, for example: (1) 

position-based recordkeeping that does not align 

with the contract-level accounting that is common 

throughout the stock loan industry, which adds 

complexity to the process of ensuring that all 

parties are in alignment on the state of their stock 

loans; (2) workflows that involve settlement of 

delivery versus payment obligations at the 

Depository prior to clearance or settlement at OCC, 

which adds further complexity to the reconciliation 

process and can lead to position breaks; and (3) 

payment flows common to stock loans that are not 

guaranteed under OCC’s Hedge Loan program and 

must currently be settled as between the parties 

away from OCC. 

Dated: September 5, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–20366 Filed 9–9–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–100930; File No. SR–OCC– 

2024–011] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Notice 

of Filing of Proposed Rule Change, as 

Modified by Partial Amendment No. 1, 

by The Options Clearing Corporation 

Concerning Its Stock Loan Programs 

September 4, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’),1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on August 22, 2024, The 

Options Clearing Corporation (‘‘OCC’’ or 

‘‘Corporation’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared primarily by OCC. On 

September 3, 2024, OCC filed a partial 

amendment (‘‘Partial Amendment No. 

1’’) to the proposed rule change.3 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Partial 

Amendment No. 1 (hereafter ‘‘the 

proposed rule change’’), from interested 

persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

This proposed rule change would 

address limitations in the structure of 

OCC’s Stock Loan/Hedge (‘‘Hedge’’) 

Program and Market Loan Program 

(together, the ‘‘Stock Loan Programs’’) 

by creating the framework for a single, 

enhanced program designed to support 

current and future needs. The proposed 

enhancements would, among other 

things, (i) combine into the Market Loan 

Program favorable aspects of both Stock 

Loan Programs, including the 

submission of bilaterally negotiated 

transactions; (ii) conform the terms of 

stock loans submitted under the Market 

Loan Program (‘‘Market Loans’’) more 

closely to the provisions most 

commonly included in stock loan 

transactions executed under standard 

loan market documents; (iii) provide a 

uniform guaranty of terms across Market 

Loans, regardless of how those Market 

Loans are initiated under the enhanced 

program; (iv) support transactions under 

both Stock Loan Programs through 

OCC’s new clearance and settlement 

system; and (v) reorganize, restate, and 

consolidate provisions of OCC’s ByLaws and Rules governing the Stock 

Loan Programs. 

The proposed amendments to OCC’s 

Rules and By-Laws can be found in 

Exhibit 5A and Exhibit 5B to File No. 

SR–OCC–2024–011, respectively. 

Proposed conforming changes to OCC’s 

internal Margin Policy and Recovery 

and Wind-Down (‘‘RWD’’) Plan, which 

can be found in confidential Exhibits 5C 

and 5D to File No. SR–OCC–2024–011, 

respectively. Material proposed to be 

added is marked by underlining and 

material proposed to be deleted is 

marked with strikethrough text. For ease 

of presentation and to distinguish 

between changes to rule text versus 

relocation of existing rule text, Exhibits 

5A and 5B to File No. OCC–2024–011 

contain bracketed text to indicate when 

existing text has been relocated from the 

By-Laws to the Rules with changes as 

marked. That bracketed text describes 

changes that would be performed upon 

implementation of File No. SR–OCC– 

2024–011, but it is not intended to be 

rule text. All terms with initial 

capitalization that are not otherwise 

defined herein have the same meaning 

as set forth in the By-Laws and Rules.4

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, 

OCC 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 these statements 

may be examined at the places specified 

in Item IV below. OCC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its capacity as a central 

counterparty registered with the 

Commission, OCC currently operates 

two programs through which it clears 

stock loan transactions: the Hedge 

Program and the Market Loan Program. 

Under both Stock Loan Programs, OCC 

becomes the lender to the borrower and 

the borrower to the lender, thereby 

guaranteeing the return of the full value 

of cash collateral to the Borrowing 

Clearing Member and the return of the 

Loaned Stock (or value of that Loaned 

Stock) to the Lending Clearing Member. 

Under the Market Loan Program, OCC 

also offers certain additional guarantees, 

discussed in more detail below, with 

respect to other payment obligations 

arising from the stock loan transactions 

(e.g., dividend equivalent payments and 

rebate payments). As a result of OCC’s 

novation of cleared stock loan 

transactions, the rights and obligations 

of the Borrowing and Lending Clearing 

Members are thereafter governed by 

OCC’s By-Laws and Rules.5 OCC’s ByLaws and Rules also provide for, among 

other things, how Clearing Members 

initiate Stock Loans at OCC, how those 

Stock Loans are recorded in OCC’s 

books and records, how returns and 

recalls are processed, and risk 

management procedures specific to 

Stock Loans in the event that OCC 

suspends one of the Clearing Member 

counterparties. 

As announced in 2022, OCC intends 

to replace its current clearance and 

settlement system (ENCORE) with a 

streamlined operational framework for 

clearance and settlement (Ovation).6

The move to Ovation gives OCC the 

opportunity to address limitations in the 

structure of OCC’s Stock Loan Programs 

and enhance OCC’s stock loan services 

to support current and future needs.7

OCC proposes a number of amendments 

to its By-Laws and Rules designed to, 


khammond on DSKJM1Z7X2PROD with NOTICES