78926 Federal Register / Vol. 89, No. 187 / Thursday, September 26, 2024 / Notices 

38 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. 

4Section 103.00 (‘‘Foreign Private Issuers’’) 

provides that, for purposes of the Manual, the terms 

‘‘foreign private issuer’’ and ‘‘non-U.S. company’’ 

have the same meaning and are defined in 

accordance with the SEC’s definition of foreign 

private issuer set out in Rule 3b–4(c) of the 

Securities Exchange Act of 1934. 

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–PEARL–2024–44 and should be 

submitted on or before October 17, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–22025 Filed 9–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101117; File No. SR–NYSE– 

2024–50] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Adopt New 

Section 101.01 and Amend Section 

103.00 of the NYSE Listed Company 

Manual To Explain the Application of 

the Domestic and International 

Standards for Initial Listing of 

Common Equity Securities for Foreign 

Private Issuers 

September 20, 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 

September 10, 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 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 adopt 

proposed new Section 101.01 of the 

NYSE Listed Company Manual to 

explain the application to foreign 

private issuers of the domestic and 

international standards for initial listing 

of common equity securities. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The minimum quantitative standards 

for the initial listing of common equity 

securities of domestic companies are set 

forth in Section 102.01 (‘‘Minimum 

Numerical Standards—Domestic 

Companies—Equity Listings’’) of the 

NYSE Listed Company Manual (the 

‘‘Manual’’). Section 103.01 (‘‘Minimum 

Numerical Standards Non-U.S. 

Companies Equity Listings’’) of the 

Manual sets forth minimum quantitative 

standards for the initial listing of 

common equity securities of foreign 

private issuers.4 Notwithstanding the 

existence of separate listing standards 

for foreign private issuers, Section 

103.00 of the Manual provides that 

foreign private issuers may list their 

common equity securities either under 

the quantitative standards for foreign 

private issuers set forth in Section 

103.01 or the Exchange’s domestic 

listing criteria set forth in Section 

102.01. As stated in Section 103.00, the 

foreign private issuer must meet all of 

the criteria within the standards under 

which it qualifies for listing, but is not 

required to meet the requirements of 

both of those sections in order for its 

common equity securities to qualify for 

listing. 

It has been the Exchange’s experience 

in recent years that almost all foreign 

private issuer applicants whose 

common equity securities qualify for 

listing on the Exchange do so by 

meeting the domestic listing 

requirements of Section 102.01. 

However, the Exchange has become 

aware that there is a certain level of 

confusion in the marketplace about how 

to understand the listing standards as 

they apply to foreign private issuer 

applicants. 

To provide greater clarity as to how 

the domestic and international listing 

standards relate to each other with 

regard to the listing of common equity 

securities, the Exchange proposes to 

adopt proposed new Section 101.01 

(‘‘Domestic and Foreign Private Issuer 

Quantitative Listing Standards’’). As 

proposed, Section 101.01 would read as 

follows: 

101.01 Domestic and Foreign Private Issuer 

Quantitative Listing Standards 

Section 102.01 (‘‘Minimum Numerical 

Standards—Domestic Companies—Equity 

Listings’’) sets forth the minimum 

quantitative standards for the listing of 

common equity securities of domestic 

companies. In addition, the Exchange also 

lists applicants that are foreign private 

issuers (as defined in Section 103.00 

(‘‘Foreign Private Issuers’’)) under Section 

102.01 where such applicants are qualified 

for listing thereunder. However, if a foreign 

private issuer applicant does not meet all of 

the requirements for the listing of common 

equity securities applicable to domestic 

issuers under Section 102.01, the Exchange 

will determine whether such foreign private 

issuer qualifies for listing under the 

quantitative standards for common equity 

securities set forth in Section 103.01 

(‘‘Minimum Numerical Standards Non-U.S. 

Companies Equity Listings’’). It is important 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 89, No. 187 / Thursday, September 26, 2024 / Notices 78927 

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

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

7 15 U.S.C. 78f(b)(8). 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has fulfilled this requirement. 

11 15 U.S.C. 78s(b)(2)(B). 

to note that a foreign private issuer applicant 

must meet all of the requirements for 

common equity securities of either Section 

102.01 or Section 103.01 in their entirety but 

is not required to meet the requirements of 

both of Section 102.01 and Section 103.01 in 

order to qualify for listing. Foreign private 

issuers that list under either Section 102.01 

or Section 103.01 will be subject to Section 

103.00 and all of the subsections thereunder 

(except that foreign private issuers that list 

under Section 102.01 are not required to 

comply with Section 103.01), including 

Sections 103.02 (‘‘Securities Exchange Act of 

1934’’), 103.03 (‘‘Sponsorship by an 

Exchange Member Firm’’) and 103.04 

(‘‘Sponsored American Depository Receipts 

or Shares (‘ADRs’)’’). All listed foreign 

private issuers must also comply with the 

applicable corporate governance 

requirements set forth in Section 303A 

hereof. 

The Exchange proposes to amend 

Section 103.00 to include a crossreference to proposed Section 101.01 

and to re-organize the text slightly 

without making any substantive changes 

by moving the sentence defining 

‘‘foreign private issuer’’ and ‘‘non-U.S. 

company’’ into the first paragraph of the 

rule. The Exchange also proposes to 

replace current references throughout 

Section 103.00 to ‘‘Alternative Listing 

Standards’’ with references to 

‘‘alternative listing standards,’’ as the 

capitalized term is not used as a defined 

term in that rule. In addition, the 

Exchange proposes to amend Section 

103.00 to clarify that a foreign private 

issuer must meet all of the criteria for 

common equity securities of either 

Section 102.01 or Section 103.01 but is 

not required to meet the requirements of 

both of those sections in order for its 

common equity securities to qualify for 

listing. Finally, the Exchange proposes 

to add the following sentences to 

Section 103.00 to conform to proposed 

Section 101.01: 

Foreign private issuers that list under 

either Section 102.01 or Section 103.01 will 

be subject to Section 103.00 and all of the 

subsections thereunder (except that foreign 

private issuers that list under Section 102.01 

are not required to comply with Section 

103.01), including Sections 103.02 

(‘‘Securities Exchange Act of 1934’’), 103.03 

(‘‘Sponsorship by an Exchange Member 

Firm’’) and 103.04 (‘‘Sponsored American 

Depository Receipts or Shares (‘ADRs’)’’). All 

listed foreign private issuers must also 

comply with the applicable corporate 

governance requirements set forth in Section 

303A hereof. 

The Exchange notes that the proposed 

amendments would not make any 

substantive change to the applicable 

initial listing standards. Their sole 

intended effect is to provide additional 

emphasis of the existing relationship 

between the domestic and international 

listing standards as already articulated 

in Section 103.00. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,5 in general, and 

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

of the Act,6 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 is consistent with the Act in 

that it does not make any substantive 

change to the rules as its sole purpose 

is to further investor protection by 

providing additional clarity with respect 

to the application of the existing 

quantitative initial listing standards that 

apply to foreign private issuers without 

making any substantive changes to the 

current rules. 

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.7

The Exchange believes that the 

proposal will not impose a burden on 

either intramarket or intermarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. The proposed rule 

change is designed simply to provide 

additional clarity and emphasis to the 

existing initial quantitative listing 

standards that apply to foreign private 

issuers without making any substantive 

changes to the current rules and, 

consequently, the Exchange believes 

that it will impose no burden on either 

intramarket or intermarket competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9 Because the 

proposed rule change does not: (i) 

significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder.10

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 11 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 


khammond on DSKJM1Z7X2PROD with NOTICES
78928 Federal Register / Vol. 89, No. 187 / Thursday, September 26, 2024 / Notices 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 

4See Securities Exchange Act Release No. 99841 

(March 22, 2024), 89 FR 21648 (‘‘Notice’’). 

5 15 U.S.C. 78s(b)(3)(C). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 

100160, 89 FR 45036 (May 22, 2024). The 

Commission has received one comment letter on 

the proposed rule change, as well as a response 

from the Exchange to the Order Instituting 

Proceedings. Comments received on the Proposal 

are available at: https://www.sec.gov/comments/srphlx-2024-15/srphlx202415.htm. 

8 15 U.S.C. 78s(b)(2). 

9See Notice, supra note 4. 

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 99825 

(March 21, 2024), 89 FR 22294. 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2024–50 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–2024–50. 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–NYSE–2024–50 and should be 

submitted on or before October 17, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–22023 Filed 9–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101115; File No. SR–Phlx– 

2024–15] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Designation of 

Longer Period for Commission Action 

on Proceedings To Determine Whether 

To Approve or Disapprove Proposed 

Rule Change To Amend the 

Exchange’s Fees for Top of PHLX 

Options (TOPO), PHLX Orders, and 

TOPO Plus Orders 

September 20, 2024. 

On March 20, 2024, Nasdaq PHLX 

LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change (File Number SR–Phlx–2024–15) 

to increase fees for certain market data 

products (‘‘Proposal’’). The proposed 

rule change was immediately effective 

upon filing with the Commission 

pursuant to Section 19(b)(3)(A) of the 

Act.3 The proposed rule change was 

published for comment in the Federal 

Register on March 28, 2024.4 On May 

16, 2024, the Commission issued an 

order temporarily suspending the 

proposed rule change pursuant to 

Section 19(b)(3)(C) of the Act 5 and 

simultaneously instituting proceedings 

under Section 19(b)(2)(B) of the Act 6 to 

determine whether to approve or 

disapprove the proposed rule change 

(‘‘Order Instituting Proceedings’’).7

Section 19(b)(2) of the Act 8 provides 

that, after initiating proceedings, the 

Commission shall issue an order 

approving or disapproving the proposed 

rule change not later than 180 days after 

the date of publication of notice of filing 

of the proposed rule change. The 

Commission may extend the period for 

issuing an order approving or 

disapproving the proposed rule change, 

however, by not more than 60 days if 

the Commission determines that a 

longer period is appropriate and 

publishes the reasons for such 

determination. The proposed rule 

change was published for notice and 

comment in the Federal Register on 

March 28, 2024.9 September 24, 2024 is 

180 days from that date, and November 

23, 2024 is 240 days from that date. 

The Commission finds it appropriate 

to designate a longer period within 

which to issue an order approving or 

disapproving the proposed rule change 

so that it has sufficient time to consider 

the proposed rule change and its 

comments. Accordingly, the 

Commission, pursuant to Section 

19(b)(2) of the Act,10 designates 

November 23, 2024 as the date by which 

the Commission shall either approve or 

disapprove the proposed rule change 

(File No. SR–Phlx–2024–15). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–22021 Filed 9–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101116; File No. SR–ISE– 

2024–12] 

Self-Regulatory Organizations; Nasdaq 

ISE, LLC; Notice of Designation of 

Longer Period for Commission Action 

on Proceedings To Determine Whether 

To Approve or Disapprove a Proposed 

Rule Change To Adopt Rules To List 

and Trade FLEX Options 

September 20, 2024. 

On March 11, 2024, Nasdaq ISE, LLC 

(‘‘ISE’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’),1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

adopt rules that will govern the listing 

and trading of flexible exchange options 

(‘‘FLEX Options’’). The proposed rule 

change was published for comment in 

the Federal Register on March 29, 

2024.3 On May 9, 2024, pursuant to 


khammond on DSKJM1Z7X2PROD with NOTICES