Federal Register / Vol. 80, No. 15 / Friday, January 23, 2015 / Notices 3685 

13 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. 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2015–002. 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 Web site (http://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 Web site 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 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

offices of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2015–002, and should be 

submitted on or before February 13, 

2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–01067 Filed 1–22–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74083; File No. SR– 

NYSEMKT–2015–01] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending Sections 140 

and 141 of The NYSE MKT Company 

Guide To Adopt A New Flat Annual Fee 

of $5,000 for Listed Warrants 

January 16, 2015. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

2, 2015, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) 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 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 amend 

Sections 140 and 141 of the NYSE MKT 

Company Guide (the ‘‘Company Guide’’) 

to adopt a new flat annual fee of $5,000 

for listed warrants with effect from 

January 1, 2015. The Exchange also 

proposes to amend Section 140 of the 

Company Guide to make clear that the 

initial fee waiver for securities 

transferring from another national 

securities exchange or dual listing on 

the Exchange are applicable to all 

categories of securities. The text of the 

proposed rule change is available on the 

Exchange’s Web site 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Sections 140 and 141 of the Company 

Guide to adopt a new flat annual fee of 

$5,000 for listed warrants with effect 

from January 1, 2015. The Exchange also 

proposes to amend Section 140 of the 

Company Guide to make clear that the 

initial fee waiver for securities 

transferring from another national 

securities exchange or dual listing on 

the Exchange are applicable to all 

categories of securities. 

Currently, Section 140 of the 

Company Guide provides that listed 

warrants are subject to the same initial 

and annual fees as common stock. The 

Exchange proposes to eliminate the 

reference to the annual fees for warrants 

in Section 140 and to add a new 

subparagraph of Section 141 which will 

establish a flat annual fee for warrants 

of $5,000 with effect from January 1, 

2015. The Exchange notes that Section 

105 of the Company Guide, which 

establishes initial listing standards for 

warrants, provides that warrants qualify 

for listing only if the common stock for 

which the warrants are exercisable are 

listed on the Exchange or another 

national securities exchange. Currently, 

the common stock into which all 

warrants listed on the Exchange are 

exercisable is listed either on the 

Exchange itself or on the NYSE and 

(while Section 105 would permit the 

listing of warrants exercisable for 

common stock listed on any national 

securities exchange, including those 

unaffiliated to NYSE MKT) the 

Exchange anticipates this will generally 

remain the case going forward. NYSE 

Regulation is responsible for all 

oversight of the compliance with 

applicable listing rules by issuers and 

securities listed on both the Exchange 

and the NYSE. Almost all regulatory 

obligations imposed upon listed issuers 

in connection with a warrant listing, 

including with respect director 

independence, also arise in connection 

with the issuer’s common stock listing. 

Accordingly, because NYSE Regulation 

is already conducting almost all of the 

regulatory oversight necessary in 

connection with a warrant listing 

because the issuers listing warrants on 

the Exchange also have their common 

stock listed on the Exchange or the 

NYSE, the incremental resources 


tkelley on DSK3SPTVN1PROD with NOTICES
3686 Federal Register / Vol. 80, No. 15 / Friday, January 23, 2015 / Notices 

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

5 15 U.S.C. 78f(b)(4). 

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

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(2). 

9 15 U.S.C. 78s(b)(2)(B). 

devoted to the regulation of the listed 

warrants are very limited and the 

Exchange therefore believes it is 

reasonable to charge only a modest fixed 

annual fee for the listing of warrants. 

Section 140 of the Company Guide 

provides a waiver of the initial listing 

fees to companies transferring their 

securities from another national 

securities exchange or dual listing their 

securities on the Exchange that remain 

listed on another national securities 

exchange. The Exchange has always 

interpreted this waiver as applying to all 

categories of securities listed on the 

Exchange and not just to common stocks 

or common stock equivalents. The 

Exchange proposes to amend the 

language of the rule to make this 

consistent interpretation more 

transparent. 

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 Sections 

6(b)(4) 5 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members and issuers and other persons 

using its facilities. The Exchange also 

believes that the proposed rule change 

is consistent with Section 6(b)(5) 6 of the 

Act in that it is not designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that amending 

Section 141 of the Company Guide to 

provide a modest flat annual fee for 

listed warrants is reasonable because the 

resulting fees would better reflect the 

Exchange’s costs related to such listing. 

In this regard, the Exchange notes that 

all issuers currently listing warrants on 

the Exchange also list their common 

stock on the Exchange itself or on the 

NYSE. The Exchange further notes that 

the majority of costs associated with 

providing services to these issuers as 

well as the Exchange’s regulatory 

burden arise as a result of their common 

stock listing and there is only a minimal 

incremental cost as a result of their 

warrant listings. Accordingly, the 

Exchange believes it is appropriate to 

charge a modest flat fee for warrant 

listings. The Exchange further believes 

that the proposed annual fees are 

equitably allocated because all issuers 

will be subject to the same $5,000. The 

amendment to Section 140 to clarify the 

treatment for initial listing fee purposes 

of warrants transferred from another 

national securities exchange or dual 

listed on the Exchange simply makes 

the existing interpretation of the rule 

more transparent and does not affect in 

any way the amount of fees collected. 

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

companies. The proposed fee increases 

will apply to all issuers listed on the 

Exchange, therefore they will be 

equitably allocated amongst all issuers 

and will not be unfairly discriminatory 

towards an individual issuer or class of 

issuers. Further, because issuers have 

the option to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on 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 foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 7 of the Act and 

subparagraph (f)(2) of Rule 19b–4 8

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 9 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 (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEMKT–2015–01 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–NYSEMKT–2015–01. 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 Web site (http://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 Web site 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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEMKT–2015–01 and should be 

submitted on or before February 13, 

2015. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 15 / Friday, January 23, 2015 / Notices 3687 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 34–73684 

(Nov. 25, 2014), 79 FR 71495 (Dec. 2, 2014) (SR– 

ICC–2014–19). 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2). 

6 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73362 

(October 15, 2014), 79 FR 62983 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 73720, 

79 FR 72747 (December 8, 2014). The Commission 

designated January 19, 2014, as the date by which 

it should approve, disapprove, or institute 

proceedings to determine whether to disapprove the 

proposed rule change. 

6See Letter from Elizabeth King, Secretary & 

General Counsel, Exchange, to Kevin O’Neill, 

Deputy Secretary, Commission, dated January 8, 

2015 (‘‘NYSE Arca Letter’’) available at http://

www.sec.gov/comments/sr-nysearca-2014-117/

nysearca2014117.shtml. 

7 15 U.S.C. 78s(b)(2)(B). 

8See Securities and Exchange Release No. 55156 

(January 23, 2007), 72 FR 4759 (February 1, 2007) 

(Order Granting Approval of SR–NYSEArca–2006– 

73) (‘‘Quote Mitigation Approval Order’’). The 

Penny Pilot Program permitted certain options 

classes to be quoted in pennies. See id. 

9See Notice, supra note 3, at 62983. 

10See Exchange Rule 6.86, Commentary .03, and 

Notice, supra note 3, at 62983. 

11See id. 

12 In addition, the Exchange proposes to amend 

paragraphs (b)(1) and (b)(2) of Exchange Rule 6.86 

to delete references to the ‘‘Quote Mitigation Plan,’’ 

which refer to the quote mitigation plan set forth 

in Commentary .03 to Exchange Rule 6.86. See 

Notice, supra note 3, at 62984. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–01069 Filed 1–22–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74082; File No. SR–ICC– 

2014–19] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of 

Designation of Longer Period for 

Commission Action on Proposed Rule 

Change To Formalize the ICC 

Operational Risk Management 

Framework 

January 16, 2015. 

On November 18, 2014, ICE Clear 

Credit LLC (‘‘ICC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change SR–ICC–2014–19 pursuant to 

Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder.2 The proposed rule 

change was published for comment in 

the Federal Register on December 2, 

2014.3 The Commission did not receive 

comments on the proposed rule change. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day from the 

publication of notice of filing of this 

proposed rule change is January 16, 

2015. The Commission is extending this 

45-day time period. 

ICC is proposing to update and 

formalize ICC’s Operational Risk 

Management Framework. In light of the 

fact that the proper management and 

documentation of the systems to be 

maintained in order to formalize the 

processes for assessing operational risk 

can be detailed and require specific 

knowledge of the risks involved, the 

Commission finds it appropriate to 

designate a longer period within which 

to take action on the proposed rule 

change so that it has sufficient time to 

consider this proposed rule change. 

Accordingly, the Commission, 

pursuant to Section 19(b)(2) of the Act,5

designates March 2, 2015, as the date by 

which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–ICC–2014–19). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–01068 Filed 1–22–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74088; File No. SR– 

NYSEArca–2014–117] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Instituting 

Proceedings To Determine Whether To 

Approve or Disapprove a Proposed 

Rule Change To Remove the 

Exchange’s Quote Mitigation Plan as 

Provided by Commentary .03 to 

Exchange Rule 6.86 

January 16, 2015. 

I. Introduction 

On October 2, 2014, NYSE Arca, Inc., 

(‘‘NYSE Arca’’ 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 to remove the Exchange’s quote 

mitigation plan as provided by 

Commentary .03 to NYSE Arca Rule 

6.86. The proposed rule change was 

published for comment in the Federal 

Register on October 21, 2014.3 On 

December 2, 2014, pursuant to Section 

19(b)(2) of the Act,4 the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed 

rule change.5 On January 8, 2015, the 

Exchange submitted a letter in further 

support of the proposal.6 The 

Commission received no comments on 

the proposal. This order institutes 

proceedings under Section 19(b)(2)(B) of 

the Act 7 to determine whether to 

approve or disapprove the proposal. 

II. Description of the Proposal 

In 2007, the Exchange adopted a 

quote mitigation plan in connection 

with the Penny Pilot Program.8

According to the Exchange, the quote 

mitigation plan was designed to reduce 

the number of quotation messages sent 

by the Exchange to the Options Price 

Reporting Authority (‘‘OPRA’’) by only 

submitting quote messages for ‘‘active’’ 

series.9 The Exchange defines active 

series under the quote mitigation plan 

in Commentary .03 to Exchange Rule 

6.86 as: (i) Series that have traded on 

any options exchange in the previous 14 

calendar days; or (ii) series that are 

solely listed on the Exchange; or (iii) 

series that have been trading ten days or 

less, or; (iv) series for which the 

Exchange has received an order.10 In 

addition, under the Exchange’s quote 

mitigation plan, the Exchange may 

define a series as active on an intraday 

basis if: (i) The series trades at any 

options exchange; (ii) the Exchange 

receives an order in the series; or (iii) 

the Exchange receives a request for 

quote from a customer in that series.11

The Exchange proposes to remove its 

quote mitigation plan from its rules by 

deleting Commentary .03 to Exchange 

Rule 6.86.12 The Exchange believes that 

its quote mitigation plan is no longer 

necessary primarily for three reasons. 

First, the Exchange states that its 


tkelley on DSK3SPTVN1PROD with NOTICES