Federal Register / Vol. 89, No. 214 / Tuesday, November 5, 2024 / Notices 87917 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101150 

(September 24, 2024), 89 FR 79664. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. As noted 

above, Nasdaq faces competition in the 

market for listing services, and 

competes, in part, by offering valuable 

services to companies. Nasdaq believes 

that it is reasonable to offer 

complimentary services to attract and 

retain listings as part of this 

competition. The proposed rule changes 

reflect that competition, but do not 

impose any burden on the competition 

with other exchanges. Other exchanges 

can also offer similar services to 

companies, thereby increasing 

competition to the benefit of those 

companies and their shareholders. 

Further, all similarly situated 

companies are eligible for the same 

package of services. While the proposed 

changes will affect services that will be 

available only to Eligible Switches with 

a market capitalization of $750 million 

or more, Nasdaq does not believe that it 

is unfairly discriminatory to offer 

different services based on a company’s 

market capitalization given that larger 

companies generally will need more and 

different Market Advisory Tools, and 

that those issuers will likely bring 

greater future value to Nasdaq by 

switching to its market than would 

other issuers. 

Nasdaq also believes that the proposal 

to modify the definition of an Eligible 

Switch to include companies switching 

their listing not only from the New York 

Stock Exchange, as currently provided 

by Listing Rule IM–5900–7(a)(2), but 

also from any other national securities 

exchange will eliminate a potential 

existing burden on competition between 

companies listed on different 

exchanges, in that it will treat exchangelisted companies in a uniform manner, 

regardless of which national securities 

exchange they are currently listed on. 

Further, this change is designed to 

increase competition with other 

national securities exchanges. 

Accordingly, Nasdaq does not believe 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act, as 

amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

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 Exchange consents, the Commission 

shall: (a) by order approve or disapprove 

such 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– 

NASDAQ–2024–059 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–NASDAQ–2024–059. 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–NASDAQ–2024–059 and should be 

submitted on or before November 26, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25639 Filed 11–4–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101477; File No. SR–NYSE– 

2024–58] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving a Proposed Rule Change To 

Amend NYSE Rule 7.13 

October 30, 2024 

I. Introduction 

On September 12, 2024, New York 

Stock Exchange LLC (‘‘NYSE’’ 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 

amend NYSE Rule 7.13 to remove 

references to the Chair of the Board of 

Directors of the Exchange (‘‘Board’’). 

The proposed rule change was 

published in the Federal Register on 

September 30, 2024.3 The Commission 

received no comments on the proposal. 

This order approves the proposed rule 

change. 

II. Description of the Proposal 

The Exchange has proposed amending 

NYSE Rule 7.13 (Trading Suspensions) 

to remove references to the Chair of the 

Board. Under current NYSE Rule 7.13, 

the Chair or the chief executive officer 

of the Exchange (‘‘CEO’’), or the officer 

designee of the Chair or the CEO, has 

the power to suspend trading on any 

and all securities trading on the 

Exchange whenever in his or her 


ddrumheller on DSK120RN23PROD with NOTICES1
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