2240 Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 

18See supra note 17. 

19 15 U.S.C. 78s(b)(3)(A). 

20 17 CFR 240.19b–4(f). 21 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. 81814 

(Oct. 4, 2017), 82 FR 47254 (‘‘Notice’’). 

4See Letter to Brett J. Fields, Secretary, 

Commission, from Sun Kim, Assistant General 

Counsel, Exchange, dated November 15, 2017 

(‘‘Exchange Letter’’). 

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

6See Securities Exchange Act Release No. 82147, 

82 FR 47254 (November 25, 2017). The Commission 

designated January 9, 2017, as the date by which 

it should approve, disapprove, or institute 

proceedings to determine whether the proposed 

rule change should be disapproved. 

considered irrelevant factors in order to 

establish fair, reasonable, and not 

unreasonably discriminatory fees and an 

equitable allocation of fees among all 

Users. The existence of alternatives to 

BZX Depth, including existing similar 

feeds by other exchanges, consolidated 

data, and proprietary data from other 

sources, ensures that the Exchange 

cannot set unreasonable fees, or fees 

that are unreasonably discriminatory, 

when subscribers can elect these 

alternatives or choose not to purchase a 

specific proprietary data product if its 

cost to purchase is not justified by the 

returns any particular vendor or 

subscriber would achieve through the 

purchase. 

The Exchange believes the adoption 

of the fee for Non-Display Usage for 

BZX Depth would increase competition 

amongst the exchanges that offer depthof-book products. In addition, the 

proposed Non-Display Usage fee is less 

than similar fees currently charged by 

the NYSE and NYSE Arca for their 

depth-of-book data.18

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

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

of the Act 19 and paragraph (f) of Rule 

19b–4 thereunder.20 At any time within 

60 days of the filing of the 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. 

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– 

CboeBZX–2017–018 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 CboeBZX–2017–018. 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 (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 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 

10:00 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number CboeBZX–2017–018 and 

should be submitted on or before 

February 6, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00532 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82474; File No. SR–Phlx– 

2017–75] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Order Granting Approval of 

a Proposed Rule Change To Amend 

Rule 1009 To Modify the Criteria for 

Listing an Option on an Underlying 

Covered Security 

January 9, 2018. 

I. Introduction 

On September 27, 2017, 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 to amend the criteria for listing 

an option on an underlying covered 

security in Phlx Rule 1009, Commentary 

.01. The proposed rule change was 

published for comment in the Federal 

Register on October 11, 2017.3 On 

November 15, 2017 the Exchange 

submitted a comment letter on the 

proposed rule change.4 The Commission 

received no other comment letters. On 

November 22, 2017, pursuant to Section 

19(b)(2) of the Act,5 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 the proposed rule change 

should be disapproved.6 This order 

approves the proposed rule change. 

II. Description of the Proposal 

The Exchange proposes to amend 

Phlx Rule 1009, Commentary .01 to 

modify the criteria for listing options on 

an underlying security as defined in 

Section 18(b)(1)(A) of the Securities Act 

of 1933 (hereinafter ‘‘covered security’’). 

In particular, the Exchange proposes to 

modify Phlx Rule 1009, Commentary 

.01(4)(i) which currently requires that to 

list an option, the underlying covered 

security has to have a market price of at 

least $3.00 per share for the previous 


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Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 2241 

7 In approving this rule change, the Commission 

has considered the rule’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

8 15 U.S.C. 78f(b)(5). 

9See Securities Exchange Act Release Nos. 47190 

(January 15, 2003), 68 FR 3072 (January 22, 2003) 

(SR–CBOE–2002–62) (Order approving CBOE’s 

proposal to, among other things, shorten the look 

back period from the majority of business days 

during the preceding three calendar months to the 

current five consecutive business days); 47794 (May 

5, 2003), 68 FR 25076 (May 9, 2003) (SR–Phlx– 

2003–27) (Notice and immediate effectiveness of 

the Exchange’s filing adopting the same changes to 

its options listing standards). 

10See Securities Exchange Act Release No. 80295 

(March 22, 2017), 82 FR 15564 (March 29, 2017) 

(Securities Transaction Settlement Cycle) (File No. 

S7–22–16). 

11 In addition to confirming through large clearing 

agencies such as the Depository Trust and Clearing 

Corporation, the Exchange also represents that it 

can verify the shareholder count with various 

brokerage firms that have a large retail customer 

clientele, and that it has confirmed with some of 

these brokerage firms who provide shareholder 

numbers to the Exchange that they are able to 

provide these numbers within T+2 after an IPO. 

12See Notice, supra note 3 at 47255–256; 

Exchange Letter, supra note 4 at 2–3. 

13 15 U.S.C. 78s(b)(2). 

14 17 CFR 200.30–3(a)(12). 

five consecutive business days 

preceding the date on which the 

Exchange submits a certificate to the 

Options Clearing Corporation (‘‘OCC’’) 

for listing and trading. The Proposal 

would shorten the current ‘‘look back’’ 

period of five consecutive business days 

to three consecutive business days. The 

Exchange does not propose to amend 

any other criteria in Phlx Rule 1009 and 

the accompanying Commentary to list 

an option on the Exchange. 

III. Discussion and Commission’s 

Findings 

After careful review of the proposed 

rule change, the Commission finds that 

the proposal is consistent with the 

requirements of the Act and the rules 

and regulations thereunder that are 

applicable to a national securities 

exchange.7 Specifically, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,8 which requires that 

the rules of a national securities 

exchange be designed, among other 

things, 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 to 

protect investors and the public interest; 

and are not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As noted above, although the 

Exchange proposes to shorten the look 

back period for listing options on the 

Exchange found in Phlx Rule 1009, 

Commentary .01(4)(i) from five 

consecutive business days 9 to three 

consecutive business days, it does not 

propose to change any other listing 

provision found in Phlx Rule 1009 and 

the accompanying Commentary, 

including the requirement of Phlx Rule 

1009, Commentary .01(2) that the 

Exchange verify the number of 

shareholders of a security underlying an 

option. The Exchange states that the 

proposed look back period of three 

consecutive business days is intended to 

correspond to the securities industry’s 

recent shortening of the settlement 

period from T+3 to the current T+2.10

The Exchange represents that stock 

trades would clear within T+2 of their 

trade date (i.e., within three consecutive 

business days) and therefore the number 

of shareholders could be verified within 

three consecutive business days.11 This 

would facilitate options trading within 

four business days of an IPO (three 

consecutive business days plus the day 

the listing certificate is submitted to 

OCC). 

The Exchange also represents that its 

surveillance technologies and 

procedures concerning manipulation 

provide adequate prevention or 

detection of rule or securities law 

violations in relation to the proposed 

shortened time frame, and specifically, 

that its existing trading surveillances are 

adequate to monitor the trading in the 

underlying security and subsequent 

trading of options.12 The Commission 

notes the limited nature of the proposal 

to shorten the look back period of Phlx 

Rule 1009, Commentary .01(4)(i) from 

the current five consecutive business 

days to the proposed three consecutive 

business days. In addition, the Exchange 

represents that its surveillance program 

is comprehensive and adequate to 

monitor for manipulation of the 

underlying security and overlying 

option. The Commission also notes that 

it has not received any comments on the 

proposal, aside from the Exchange 

Letter. 

The Commission finds that the 

proposal, coupled with the recent move 

to T+2 settlement, would facilitate 

transactions in securities, while 

providing customers safeguards 

comparable to those provided under the 

current five consecutive business day 

look back period. Accordingly, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act, specifically the 

requirements that the rules of an 

Exchange be designed to prevent 

fraudulent and manipulative acts and 

practices. 

IV. Conclusion 

It is therefore ordered that, pursuant 

to Section 19(b)(2) of the Act,13 that the 

proposed rule change (SR–Phlx–2017– 

75), be and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00531 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–104, OMB Control No. 

3235–0119] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 12g3–2 

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’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 12g3–2 (17 CFR 240.12g3–2) 

under the Securities Exchange Act of 

1934 (the ‘‘Exchange Act’’) provides an 

exemption from Section 12(g) of the 

Exchange Act (15 U.S.C. 78l(g)) for 

foreign private issuers. Rule 12g3–2 is 

designed to provide investors in foreign 

securities with information about such 

securities and the foreign issuer. The 

information filed under Rule 12g3–2 

must be filed with the Commission and 

is publicly available. We estimate that it 

takes 8.95 hours per response to prepare 

and is filed by approximately 1,386 

respondents. Each respondent files an 

estimated 12 times submissions 

pursuant to Rule 12g3–2 per year for a 

total of 16,632 respondents. We estimate 

that 25% of 8.95 hours per response 

(2.237 hours per response) to provide 

the information required under Rule 


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