87918 Federal Register / Vol. 89, No. 214 / Tuesday, November 5, 2024 / Notices 

4 Id. at 79665. 

5 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

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

7 15 U.S.C. 78f(b)(5). 

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

9 17 CFR 200.30–3(a)(12). 

opinion such suspension would be in 

the public interest. No such action 

would continue longer than two days or 

as soon thereafter as a quorum of 

Directors can be assembled, unless the 

Board approves the continuation of such 

suspension. According to the Exchange, 

the Chair has not acted under NYSE 

Rule 7.13 since the rule was adopted.4

Pursuant to the proposed rule change, 

the CEO or the officer designee of the 

CEO would continue to have the power 

to suspend trading in any and all 

securities trading on the Exchange 

whenever in his or her opinion such 

suspension would be in the public 

interest. Further, the requirement that 

no such action continue longer than two 

days or as soon thereafter as a quorum 

of Directors can be assembled, unless 

the Board approves the continuation of 

such suspension, would remain. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.5 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b) of the Act,6 in general, and furthers 

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

Act,7 which requires, among other 

things, that the rules of a national 

securities exchange be 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. 

The Commission finds that the 

proposed rule change is consistent with 

the Act in that it removes references to 

the Chair, who is currently not required 

to act under NYSE Rule 7.13, while still 

preserving the ability of the CEO or his 

or her officer designee the authority to 

act under the rule when it would be in 

the public interest. As noted above, the 

Chair has not acted under NYSE Rule 

7.13 since the rule was adopted and 

therefore, the proposed rule change 

more accurately reflects Exchange 

practice. Moreover, the Commission 

notes that the Chair and the Board 

would continue to have an oversight 

role, since the requirement would 

remain that no suspension of trading 

continue longer than two days, or as 

soon thereafter as a quorum of Directors 

can be assembled, unless the Board 

approves the continuation of such 

suspension. 

Based on the foregoing, the 

Commission finds that the proposed 

rule change is consistent with the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,8 that the 

proposed rule change (SR–NYSE–2024– 

58) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25634 Filed 11–4–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–264, OMB Control No. 

3235–0341] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

17Ad–4(b) & (c) 

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 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 17Ad–4(b) & (c) under the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.) (‘‘Exchange Act’’). 

Rule 17Ad–4(b) & (c) (17 CFR 

240.17Ad–4) is used to document when 

transfer agents are exempt, or no longer 

exempt, from the minimum 

performance standards and certain 

recordkeeping provisions of the 

Commission’s transfer agent rules. 

Pursuant to Rule 17Ad–4(b), if the 

Commission or the Office of the 

Comptroller of the Currency (‘‘OCC’’) is 

the appropriate regulatory agency 

(‘‘ARA’’) for an exempt transfer agent, 

that transfer agent is required to prepare 

and maintain in its possession a notice 

certifying that it is exempt from certain 

performance standards and 

recordkeeping and record retention 

provisions of the Commission’s transfer 

agent rules. This notice need not be 

filed with the Commission or OCC. If 

the Board of Governors of the Federal 

Reserve System (‘‘Fed’’) or the Federal 

Deposit Insurance Corporation (‘‘FDIC’’) 

is the transfer agent’s ARA, that transfer 

agent must prepare a notice and file it 

with the Fed or FDIC. 

Rule 17Ad–4(c) sets forth the 

conditions under which a registered 

transfer agent loses its exempt status. 

Once the conditions for exemption no 

longer exist, the transfer agent, to keep 

the appropriate ARA apprised of its 

current status, must prepare, and file if 

the ARA for the transfer agent is the Fed 

or the FDIC, a notice of loss of exempt 

status under paragraph (c). The transfer 

agent then cannot claim exempt status 

under Rule 17Ad–4(b) again until it 

remains subject to the minimum 

performance standards for non-exempt 

transfer agents for six consecutive 

months. 

ARAs use the information contained 

in the notices required by Rules 17Ad– 

4(b) and 17Ad–4(c) to determine 

whether a registered transfer agent 

qualifies for the exemption, to 

determine when a registered transfer 

agent no longer qualifies for the 

exemption, and to determine the extent 

to which that transfer agent is subject to 

regulation. 

The Commission estimates that 

approximately 10 registered transfer 

agents each year prepare or file notices 

in compliance with Rules 17Ad–4(b) 

and 17Ad–4(c). The Commission 

estimates that each such registered 

transfer agent spends approximately 1.5 

hours to prepare or file such notices for 

an aggregate total annual burden of 15 

hours (1.5 hours times 10 transfer 

agents). The Commission staff estimates 

that compliance staff work at registered 

transfer agents results in an internal cost 

of compliance, at an estimated hourly 

wage of $319, of $478.50 per year per 

transfer agent (1.5 hours × $319 per hour 

= $478.50 per year). Therefore, the 

aggregate annual internal cost of 

compliance for the approximate 10 

transfer agents annually preparing or 

filing notices pursuant to Rules 17Ad– 

4(b) and 17Ad–4(c) is approximately 

$4,785 ($478.50 × 10 = $4,785). This 

reflects an increase in the aggregate 

annual internal cost of compliance of 

$540 due to the increase in the hourly 

wage of transfer agents from $283 to 

$319. 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 214 / Tuesday, November 5, 2024 / Notices 87919 

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

2 17 CFR 240.19b–4. 

3The term ‘‘Clearing Member’’ means a member 

organization which has been admitted to 

membership in The Options Clearing Corporation 

pursuant to the provisions of the rules of The 

Options Clearing Corporation. See Options 1, 

Section 1(b)(10). 

4See Nasdaq General 3, Rule 1032. Phlx General 

3 Rules are incorporated by reference to Nasdaq 

General 3 Rules. See also Nasdaq’s membership 

form (https://www.nasdaqtrader.com/content/ 

marketregulation/membership/ 

NASDAQSROMembershipApplicationFinal.pdf) 

which states that all options participants must 

provide an executed clearing letter of guarantee. 

5See Phlx Options 6D, Section 1(a)(iii) provides 

that each member organization or foreign currency 

options participant organization exempt from SEC 

Rule 15c3–1 and whose principal business is as a 

registered options trader on the Exchange, shall, 

subject to subparagraph (iv) below, at all times 

maintain a minimum of $25,000 in net liquid assets. 

6See Phlx Options 6D Section 1(a)(iv). This rule 

is intended to make clear that member 

organizations or other participants that are exempt 

from SEC Rule 15c3–1 must also have a letter of 

guarantee. 

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. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by December 5, 2024 to (i) 

www.reginfo.gov/public/do/PRAMain or 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov, and (ii) Austin Gerig, 

Director/Chief Data Officer, Securities 

and Exchange Commission, c/o Tanya 

Ruttenberg, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: October 31, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–25670 Filed 11–4–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101482; File No. SR–Phlx– 

2024–56] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Adopt New Rules at 

Options 6 and 6C 

October 30, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

18, 2024, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) a proposed rule change 

as described in Items I, II, and III below, 

which Items have been prepared by the 

Exchange. 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 a 

new rule titled ‘‘Letters of Guarantee’’ in 

Options 6, Options Trade 

Administration, and a new rule entitled 

‘‘Margin Required Is Minimum’’ in 

Options 6C, Margins. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/phlx/rules, 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 

Exchange 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. The 

Exchange has prepared summaries, set 

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

the most significant aspects 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 adopt a 

new rule titled ‘‘Letters of Guarantee’’ in 

Options 6, Options Trade 

Administration and a new rule entitled 

‘‘Margin Required Is Minimum’’ in 

Options 6C, Margins. Each proposed 

change is described below. 

Options 6 

The Exchange proposes to adopt a 

new rule titled, ‘‘Letters of Guarantee,’’ 

at Options 6, Section 4, which is 

currently reserved. The adoption of 

Options 6, Section 4 is not intended to 

expand the current requirements 

imposed on members and member 

organizations, rather it is intended to 

make clear the current requirement to 

maintain a letter of guarantee. By way 

of background, the letter of guarantee 

provides that the Clearing Member 3

accepts financial responsibility for all 

Exchange transactions made by the Phlx 

member organization on whose behalf 

the Clearing Member submits the letter 

of guarantee. Clearing Members 

guarantee all transactions on behalf of a 

member and member organizations, and 

therefore bear the risk associated with 

those transactions. 

Today, all Phlx members and member 

organizations are required to have a 

membership in, or access arrangement 

with a participant of a clearing agency 

registered with the Commission that 

maintains facilities through which 

compared trades may be settled.4

Further, today, Phlx Options 6D, 

Section 1 makes clear that each member 

organization referred to in paragraph 

(iii) 5 shall at all times maintain positive 

net liquid assets and, in its clearing 

account(s), positive equity, provided 

that said organization has filed with the 

Exchange a letter of guarantee issued on 

its behalf by a clearing member 

organization of this Exchange which is 

also a clearing member of The Options 

Clearing Corporation.6 At this time, the 

Exchange proposes to adopt a ‘‘Letters 

of Guarantee’’ rule at Options 6, Section 

4, which is substantively identical to 

Nasdaq ISE, LLC (‘‘ISE’’) Options 6, 

Section 4, to make clear that member 

organizations have an obligation to 

obtain a letter of guarantee. 

Similar to ISE, the Exchange proposes 

to specifically note at Options 6, Section 

4(a) that no Phlx Market Maker shall 

make any transactions on the Exchange 

unless a letter of guarantee has been 

issued for such member organization by 

a Clearing Member and filed with the 

Exchange, and unless such letter of 

guarantee has not been revoked 

pursuant to paragraph (c) of Options 6, 

Section 4. This language is consistent 

with Phlx General 3, Rule 1032 and 

Phlx Options 6D, Section 1(a)(iv), and 

the language is substantively identical 

to ISE Options 6, Section 4(a). Further, 

the Exchange proposes to state at 

Options 6, Section 4(b) that a letter of 

guarantee shall provide that the issuing 

Clearing Member accepts financial 

responsibilities for all Exchange 

transactions made by the guaranteed 

member organization. This language is 

consistent with Phlx Options 6D, 

Section 1(a)(iv), and the language is 

substantively identical to ISE Options 6, 


ddrumheller on DSK120RN23PROD with NOTICES1