101064 Federal Register / Vol. 89, No. 240 / Friday, December 13, 2024 / Notices 

31 See supra notes 28–29 [sic]. 

32 15 U.S.C. 78s(b)(3)(A)(ii). 

33 17 CFR 240.19b–4(f)(2). 

34 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. 100918 

(September 4, 2024), 89 FR 73463 (September 10, 

2024) (SR–NYSE–2024–47) (‘‘Notice’’). 

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

firms. As described above, the 

connectivity services purchased by 

market participants typically increase 

based on their additional message traffic 

and/or the complexity of their 

operations. The market participants that 

utilize more connectivity services 

typically utilize the most bandwidth, 

and those are the participants that 

consume the most resources from the 

network. Accordingly, the proposed fees 

for connectivity services do not favor 

certain categories of market participants 

in a manner that would impose a 

burden on competition; rather, the 

allocation of the proposed fees for 

connectivity reflects the network 

resources consumed by the various size 

of market participants and the costs to 

the Exchange of providing such 

connectivity services. 

Intermarket Competition 

The Exchange does not believe the 

proposed fees for connectivity to LTSE 

places an undue burden on competition 

on other SROs that is not necessary or 

appropriate. Additionally, another 

exchange has similar connectivity 

alternatives for their participants, but 

with higher rates to connect.31 The 

Exchange is also unaware of any 

assertion that the proposed fees for 

connectivity services would somehow 

unduly impair its competition with 

other exchanges. In sum, LTSE’s 

proposed fees for connectivity for 

Members and Non-Members are 

comparable to and generally lower than 

fees charged by another exchange for the 

same or similar services. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

This proposed rule change establishes 

dues, fees or other charges among its 

members and, as such, may take effect 

upon filing with the Commission 

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

Act 32 and paragraph (f)(2) of Rule 19b– 

4 thereunder.33 Accordingly, the 

proposed rule change would take effect 

upon filing with the Commission. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend the rule change if 

it appears to the Commission that the 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or would otherwise further 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

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 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

LTSE–2024–09 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–LTSE–2024–09. 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–LTSE–2024–09 and should be 

submitted on or before January 3, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.34

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29336 Filed 12–12–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101844; File No. SR–NYSE– 

2024–47] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Amendment No. 1 and Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend Section 

102.01 of the NYSE Listed Company 

Manual To Provide That the 

Stockholder Requirements Set Forth 

Therein Will Be Calculated on a 

Worldwide Basis When Listing a 

Company From Outside North America 

That Is Listing in Connection With Its 

Initial Public Offering and Is Not Listed 

on Any Other Regulated Stock 

Exchange 

December 9, 2024. 

On August 22, 2024, New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Exchange 

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

proposed rule change to amend Section 

102.01 of the NYSE Listed Company 

Manual (‘‘Manual’’) to provide that the 

distribution standard therein would be 

calculated on a worldwide basis. The 

proposed rule change was published for 

comment in the Federal Register on 

September 10, 2024.3 The Commission 

has received no comment letters on the 

proposed rule change. 

On October 22, 2024, pursuant to 

Section 19(b)(2) of the Exchange 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 


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5See Securities Exchange Act Release No. 

101402, 89 FR 85574 (Oct. 18, 2024). The 

Commission designated December 9, 2024, as the 

date by which the Commission shall approve or 

disapprove, or institute proceedings to determine 

whether to disapprove, the proposed rule change. 

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

7See SR–NYSE–2024–47 (August 22, 2024). 

8See Securities Exchange Act Release No. 100918 

(September 4, 2024), 89 FR 73463 (September 10, 

2024) (SR–NYSE–2024–47). 

disapprove the proposed rule change.5

On November 18, 2024, the Exchange 

filed Amendment No. 1 to the proposed 

rule change as described in Items I and 

II below, which Items have been 

prepared by the Exchange. Amendment 

No. 1 amended and replaced the 

proposed rule change as originally filed 

and superseded such filing in its 

entirety. The Commission is publishing 

this notice and order to solicit 

comments on the proposed rule change, 

as modified by Amendment No. 1, from 

interested persons and to institute 

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

the Exchange Act 6 to determine 

whether to approve or disapprove the 

proposed rule change, as modified by 

Amendment No. 1. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 102.01 of the NYSE Listed 

Company Manual to provide that the 

distribution standards therein will be 

calculated on a worldwide basis when 

listing a company from outside North 

America and such company (i) is listing 

in connection with its initial public 

offering, and (ii) is not listed on any 

other regulated stock exchange. This 

Amendment No. 1 supersedes the 

original filing in its entirety. The 

changes to the original filing made in 

Amendment No. 1 are described in the 

Purpose section below. 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 NYSE previously submitted a 

rule filing proposing to amend Section 

102.01B to provide that the distribution 

standards in Section 102.01A will be 

calculated on a worldwide basis when 

listing a company on the Exchange.7

The proposed rule change was 

published for comment in the Federal 

Register on September 10, 2024.8 This 

Amendment No. 1 supersedes the 

original filing in its entirety. 

Amendment No. 1 modifies the 

original proposal by providing that the 

proposed amendment to Section 

102.01B would solely provide that the 

stockholder requirements set forth in 

Section 102.01A will be calculated on a 

worldwide basis when listing a 

company from outside North America 

and such company (i) is listing in 

connection with its initial public 

offering and, (ii) is not listed on any 

other regulated stock exchange. In 

addition, Amendment No. 1 proposes to 

amend Section 102.01B to clarify that 

the discretion to include stockholders 

and trading volume from a company’s 

home country or primary trading market 

outside North America in applying the 

applicable requirements of Section 

102.01A is applicable only when the 

applicant issuer is listed on another 

regulated stock exchange. This 

Amendment No. 1 supersedes the 

original filing in its entirety. 

Section 102.01A of the Manual sets 

forth the Exchange’s minimum initial 

listing requirements with respect to 

distribution for companies seeking to 

list under the Exchange’s ‘‘domestic’’ 

initial listing standards. A note included 

in Section 102.01B (under the heading 

‘‘Calculations under the Distribution 

Criteria’’) provides that, when 

considering a listing application from a 

company organized under the laws of 

Canada, Mexico or the United States 

(‘‘North America’’), the Exchange will 

include all North American holders and 

North American trading volume in 

applying the minimum stockholder and 

trading volume requirements of Section 

102.01A. 

Notwithstanding the foregoing, the 

note included in Section 102.01B also 

provides that, in connection with the 

listing of any issuer from outside North 

America, the Exchange will have the 

discretion, but will not be required, to 

consider holders and trading volume in 

the company’s home country market or 

primary trading market outside the 

United States in determining whether a 

company is qualified for listing under 

Section 102.01, provided such market is 

a regulated stock exchange. The note 

specifies that, in exercising this 

discretion, the Exchange would 

consider all relevant factors including: 

(i) whether the information was derived 

from a reliable source, preferably either 

a regulated securities market or a 

transfer agent that was subject to 

governmental regulation; (ii) whether 

there existed efficient mechanisms for 

the transfer of securities between the 

company’s non-U.S. trading market and 

the United States; and (iii) the number 

of stockholders and the extent of trading 

in the company’s securities in the 

United States prior to the listing. 

The Exchange proposes to amend the 

note in Section 102.01B under the 

heading ‘‘Calculations under the 

Distribution Criteria’’ to provide that, 

when considering a listing application 

from a company from outside North 

America when such company is listing 

in connection with its initial public 

offering and is not listed on any other 

regulated stock exchange, the Exchange 

will include all holders on a global basis 

in applying the minimum stockholder 

requirements of Section 102.01A. The 

Exchange notes that the trading volume 

provisions of Section 102.01A are not 

relevant to the listing of a company from 

outside North America when such 

company is listing in connection with 

its initial public offering and is not 

listed on any other regulated stock 

exchange, as the trading volume 

requirements are only applicable in the 

case of a quotation listing or transfer or 

upon exchange of a common equity 

security for a listed Equity Investment 

Tracking Stock and not in the case of an 

initial public offering. In addition, the 

Exchange proposes to amend the 

existing text of Section 102.01B to 

clarify that the discretion to include 

stockholders and trading volume from a 

company’s home country or primary 

trading market outside North America 

in applying the applicable requirements 

of Section 102.01A is applicable only 

when the applicant issuer is listed on 

another regulated stock exchange. 

It has been the Exchange’s experience 

in recent years that non-U.S. companies 

conducting their initial public offerings 

in the United States will often seek to 

sell a significant portion of the offering 

in the company’s home market rather 

than in the United States. Such 

companies and their underwriters have 

sometimes had difficulty placing shares 


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9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

with a sufficient number of investors in 

North America to meet the Exchange’s 

domestic distribution standards and, in 

some instances, companies have been 

unable to list on the Exchange because 

of the restrictions imposed by the 

current NYSE rule. In some cases, this 

means that these companies are lost to 

the U.S. capital markets, but in other 

cases these companies are able to list on 

the Nasdaq Stock Market (‘‘Nasdaq’’), as 

the text of Nasdaq’s distribution 

requirements (as set forth in Nasdaq 

Stock Market Rule 5315(f)) do not 

include the type of restriction to North 

America set forth in Section 102.01. The 

Exchange believes that the proposed 

rule change will enable it to compete 

more effectively for the listing of nonU.S. companies, as the rule change 

would remove a significant competitive 

disadvantage faced by the Exchange in 

competing with Nasdaq for the listing of 

companies from outside North America 

that are listing in connection with an 

initial public offering and are not listed 

on any other regulated stock exchange. 

In addition to the competitive benefits 

described above, the Exchange believes 

that the current rule reflects an 

understanding of the functioning of the 

trading market for non-U.S. companies 

that is inconsistent with the current 

reality. The current restrictions have 

been in place for many years and do not 

reflect the speed and reliability of links 

that enable investors who hold 

securities in brokerage accounts in 

countries outside North America to 

trade in the U.S. listing markets. Given 

the ease of transfer of securities between 

different countries in the contemporary 

securities markets, there is no reason 

why the holders of a listed company’s 

securities outside of North America 

cannot be active real time participants 

in the trading market in the United 

States and that foreign holders should 

be viewed as less valuable as a source 

of liquidity in that market. The 

Exchange notes that this is particularly 

relevant to the listing of a foreign 

company listed on the NYSE when it 

does not have an exchange listing in its 

home market, as the NYSE will be the 

only exchange trading market for such 

companies and any investor wishing to 

trade in such company’s securities in a 

regulated exchange market will have to 

do so on the NYSE. 

The Exchange notes that a large 

majority of the companies from outside 

North America that list on the NYSE do 

so in the form of American Depositary 

Receipts (‘‘ADRs’’). Section 102.01B 

currently includes a statement that, for 

securities that trade in the format of 

ADRs, volume in the ordinary shares 

will be adjusted to be on an ADRequivalent basis. It has also long been 

the practice of the Exchange to adopt 

this same approach to include holders 

of ordinary shares on an ADRequivalent basis in calculating the 

compliance of companies with the 

stockholder requirements of Section 

102.01A. The Exchange intends to 

continue that practice in applying the 

proposed amended form of Section 

102.01B. The Exchange believes that 

this approach is appropriate in light of 

the speed and ease with which shares 

can be deposited into an ADR facility to 

create new ADRs (and withdrawn from 

such ADR facility), which makes an 

issuer’s ordinary shares essentially 

fungible with its ADRs for trading 

purposes. The Exchange notes that the 

fact that some investors may hold shares 

directly rather than in the form of ADRs 

is especially unlikely to reduce liquidity 

in the ADR market on the NYSE in cases 

where there is no regulated exchange 

market in the company’s home 

jurisdiction to compete for liquidity and 

trading volume. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,9 in general, and 

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

of the Act,10 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 furthers the 

objectives of Section 6(b)(5) in that it 

will promote competition for the listing 

of non-U.S. companies by ensuring that 

the listing rules of the major listing 

exchanges will function the same in 

their consideration of stockholders 

outside of North America for purposes 

of initial listing requirements with 

respect to the listing of companies from 

outside North America when such 

companies are listing in connection 

with an initial public offering and are 

not listed on any other regulated stock 

exchange. In addition to these 

competitive benefits, the Exchange 

believes that the current rule reflects an 

understanding of how the trading 

market for non-U.S. companies 

functions that is inconsistent with the 

current reality. The current restrictions 

have been in place for many years and 

do not reflect the speed and reliability 

of links that enable investors who hold 

securities in brokerage accounts in 

countries outside North America to 

trade in the U.S. listing markets. Given 

the ease of transfer of securities between 

different countries in the contemporary 

securities markets, there is no reason 

why, in the case of a company from 

outside North America that lists on the 

NYSE in connection with an initial 

public offering and that does not have 

any other regulated exchange market, 

the holders of such company’s securities 

outside of North America cannot be 

active real time participants in the 

trading market in the United States and 

that foreign holders should be viewed as 

less valuable as a source of liquidity in 

that market. As such, the Exchange 

believes that the proposal is consistent 

with the protection of investors as it 

reflects appropriately the role played by 

stockholders and trading activity by 

stockholders located outside North 

America in the development of a liquid 

trading market in the United States in 

the securities of non-U.S. listed 

companies that do not have any 

regulated exchange market other than 

the NYSE. 

The Exchange believes it is 

appropriate to limit its proposed 

amendment to companies from outside 

North America listing in connection 

with an initial public offering that do 

not have any other regulated listing 

market other than the NYSE, as the 

absence of any alternative regulated 

exchange market for investors in those 

companies ensures that trading liquidity 

in their securities is concentrated on the 

NYSE market. The current rule does not 

allow the Exchange to include 

stockholders outside of North America 

in determining compliance with the 

stockholder distribution requirements of 

Section 102.01A by a company from 

outside North America that does not 

have a regulated listing exchange market 

outside North America, which makes it 

more difficult for those companies to 

meet the distribution requirements. By 

contrast, the current rule text already 

provides a more flexible approach to 

meeting the stockholder distribution 

requirements for companies that have a 

regulated listing exchange in their home 

markets, so the difficulty in meeting the 

current requirements addressed by this 

proposal is specific to companies where 


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Federal Register / Vol. 89, No. 240 / Friday, December 13, 2024 / Notices 101067 

11 15 U.S.C. 78f(b)(8). 

12 15 U.S.C. 78s(b)(2)(B). 

13 Id. 

14 15 U.S.C. 78f(b)(5). 

15See, e.g., Securities Exchange Act Release Nos. 

88716 (Apr. 21, 2020), 85 FR 23393 (Apr. 27, 2020) 

(SR–NASDAQ–2020–001) (Order Approving a 

Proposed Rule Change To Modify the Delisting 

Process for Securities With a Bid Price at or Below 

$0.10 and for Securities That Have Had One or 

More Reverse Stock Splits With a Cumulative Ratio 

of 250 Shares or More to One Over the Prior TwoYear Period); 88389 (Mar. 16, 2020), 85 FR 16163 

(Mar. 20, 2020) (SR–NASDAQ–2019–089) (Notice of 

Filing of Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 1, To Amend Rule 

5815 To Preclude Stay During Hearing Panel 

Review of Staff Delisting Determinations in Certain 

Circumstances). See also Securities Exchange Act 

Release No. 81856 (Oct. 11, 2017), 82 FR 48296, 

48298 (Oct. 17, 2017) (SR–NYSE–2017–31) (Notice 

of Filing of Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 1, To Amend the 

Listed Company Manual To Adopt Initial and 

Continued Listing Standards for Subscription 

Receipts). 

16A company seeking to list under the Exchange’s 

domestic company equity listing standards would 

be required to meet additional minimum initial 

listing requirements, including minimum aggregate 

market value of publicly-held shares, minimum 

closing price (or offering price) per share, and 

minimum financial standards as set forth in Section 

102.01 of the Manual. 

17 ‘‘Foreign private issuer’’ and ‘‘non-U.S. 

company’’ have the same meaning and are defined 

in accordance with the Commission’s definition of 

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

Exchange Act. See Section 103.00 of the Manual. 

18See Section 101.01 of the Manual. 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 of the Manual, the Exchange will 

consider whether the applicant qualifies for listing 

under the quantitative listing standards for the 

listing of equity securities of non-U.S. companies 

set forth in Section 103.01 of the Manual. See id. 

the NYSE is the company’s sole 

regulated exchange market. 

Consequently, the Exchange believes it 

is not discriminatory to limit the scope 

of the current proposal to companies 

from outside North America that do not 

have another regulated exchange 

market, as the current rule already 

provides a means for those companies 

from outside North America that do 

have another regulated exchange market 

to include stockholders outside North 

America when meeting the stockholder 

distribution requirements. 

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.11

The Exchange believes that the 

proposal will not impose a burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

proposed rule change is designed to 

increase the competition for listing of 

non-U.S. companies by enabling the 

Exchange to compete more effectively 

with Nasdaq for the listing of companies 

outside North America that are not 

listed on any other regulated stock 

exchange. The proposal ensures that the 

Exchange’s treatment of stockholders 

outside North America for purposes of 

its stockholder requirements will be 

substantively the same as Nasdaq’s 

treatment of comparable issuers. 

The Exchange believes it is 

appropriate to limit its proposed 

amendment to companies from outside 

North America listing in connection 

with an initial public offering that do 

not have any other regulated listing 

market other than the NYSE, as the 

absence of any alternative regulated 

exchange market for investors in those 

companies ensures that trading liquidity 

in their securities is concentrated on the 

NYSE market. The current rule does not 

allow the Exchange to include 

stockholders outside of North America 

in determining compliance with the 

stockholder distribution requirements of 

Section 102.01A by a company from 

outside North America that does not 

have a regulated listing exchange market 

outside North America, which makes it 

more difficult for those companies to 

meet the distribution requirements. By 

contrast, the current rule text already 

provides a more flexible approach to 

meeting the stockholder distribution 

requirements for companies that have a 

regulated listing exchange in their home 

markets, so the difficulty in meeting the 

current requirements addressed by this 

proposal is specific to companies where 

the NYSE is the company’s sole 

regulated exchange market. 

Consequently, the Exchange does not 

believe that the proposed rule change 

imposes a burden on intra-market 

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. Proceedings To Determine Whether 

To Approve or Disapprove SR–NYSE– 

2024–47, as Modified by Amendment 

No. 1, and Grounds for Disapproval 

Under Consideration 

The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Exchange Act 12 to 

determine whether the proposed rule 

change, as modified by Amendment No. 

1, should be approved or disapproved. 

Institution of proceedings is appropriate 

at this time in view of the legal and 

policy issues raised by the proposed 

rule change, as discussed below. 

Institution of proceedings does not 

indicate that the Commission has 

reached any conclusions with respect to 

any of the issues involved. 

Pursuant to Section 19(b)(2)(B) of the 

Exchange Act,13 the Commission is 

providing notice of the grounds for 

disapproval under consideration. The 

Commission is instituting proceedings 

to allow for additional analysis of the 

proposed rule change’s consistency with 

the Exchange Act and, in particular, 

with Section 6(b)(5) of the Exchange 

Act, 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 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 not be designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers.14

The development and enforcement of 

meaningful exchange listing standards 

is of critical importance to financial 

markets and the investing public. 

Among other things, such listing 

standards help ensure that exchangelisted companies will have sufficient 

public float, investor base, and trading 

interest to provide the depth and 

liquidity to promote fair and orderly 

markets. Meaningful listing standards 

also are important given investor 

expectations regarding the nature of 

securities that have achieved an 

exchange listing, and the role of an 

exchange in overseeing its market and 

assuring compliance with its listing 

standards.15

As discussed above, Section 102.01A 

of the Manual sets forth the Exchange’s 

distribution criteria for issuers seeking 

to list under the Exchange’s initial 

listing standards for the common equity 

securities of domestic companies.16 The 

Exchange also lists applicants that are 

foreign private issuers 17 under Section 

102.01 of the Manual where such 

applicants are qualified to list 

thereunder.18

Pursuant to Section 102.01A of the 

Manual, an issuer (other than a 

company listing in connection with a 

transfer or quotation or upon exchange 

of a common equity security for a listed 


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19An ‘‘Equity Investment Tracking Stock’’ is 

defined in Section 102.07 of the Manual. The initial 

listing requirements relating to a company listing in 

connection with a transfer or quotation or upon 

exchange of a common equity security for a listed 

Equity Investment Tracking Stock remain 

unchanged by the Exchange’s proposed rule change 

because such companies would not be listing in 

connection with an initial public offering. See 

supra Section II.A. 

20The number of beneficial holders of stock held 

in the name of Exchange member organizations will 

be considered in addition to holders of record. The 

Exchange will make any necessary check of such 

holdings. See Section 102.01A(A) of the Manual. 

21 If the unit of trading is less than 100 shares, 

the requirements relating to number of publiclyheld shares shall be reduced proportionately. 

Shares held by directors, officers, or their 

immediate families and other concentrated holdings 

of 10 percent or more are excluded in calculating 

the number of publicly-held shares. See Section 

102.01A(B) of the Manual. 

22Section 102.01B of the Manual provides that, 

when considering a listing application from a 

company organized under the laws of North 

America, the Exchange will include all North 

American holders and North American trading 

volume in applying the minimum stockholder and 

trading volume requirements of Section 102.01A. 

The Exchange does not propose to amend this 

provision. 

23Section 102.01B of the Manual provides that for 

securities that trade in the form of ADRs, volume 

in the ordinary shares will be adjusted to be on an 

ADR-equivalent basis. The Exchange represents that 

it has also long been the practice of the Exchange 

to adopt this same approach to include holders of 

ordinary shares on an ADR-equivalent basis in 

calculating the compliance of companies with the 

stockholder requirements of Section 102.01A and 

that the Exchange intends to continue that practice 

in applying the proposed amended form of Section 

102.01B. 

24 15 U.S.C. 78f(b)(5). 

25 15 U.S.C. 78s(b)(2)(B). 

26 15 U.S.C. 78f(b)(5). 

27 17 CFR 240.19b–4. 

28Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Acts Amendments of 

1975, Public Law 94–29 (June 4, 1975), grants to the 

Commission flexibility to determine what type of 

proceeding—either oral or notice and opportunity 

for written comments—is appropriate for 

consideration of a particular proposal by a selfregulatory organization. See Securities Acts 

Amendments of 1975, Senate Comm. on Banking, 

Housing & Urban Affairs, S. Rep. No. 75, 94th 

Cong., 1st Sess. 30 (1975). 

Equity Investment Tracking Stock 19) 

wishing to list an equity security must 

have, among other things, at least 400 

holders 20 of 100 shares or more (or of 

a unit of trading if less than 100 shares) 

and a minimum of 1,100,000 publicly 

held shares.21 Section 102.01B of the 

Manual includes an explanation of how 

the distribution criteria set forth in 

Section 102.01A of the Manual are 

applied. Among other things, Section 

102.01B of the Manual currently 

provides that when listing a company 

from outside North America (i.e., 

Canada, Mexico or the United States), 

the Exchange may, in its discretion, 

consider holders and trading volume in 

the company’s home country or primary 

trading market outside the United States 

in applying the applicable distribution 

listing standards under Section 102.01A 

of the Manual, provided that such 

market is a regulated stock exchange. 

Section 102.01B of the Manual further 

specifies that, in exercising this 

discretion, the Exchange will consider 

all relevant factors including: (i) 

whether the information is derived from 

a reliable source, preferably either a 

government-regulated securities market 

or a transfer agent that is subject to 

governmental regulation; (ii) whether 

there exist efficient mechanisms for the 

transfer of securities between the 

company’s non-U.S. trading market and 

the United States; and (iii) the number 

of shareholders and the extent of trading 

in the company’s securities in the 

United States prior to the listing.22

The Exchange proposes to amend its 

domestic company equity listing 

standards as set forth in Section 102.01B 

to provide that when listing a company 

from outside North America that is 

listing in connection with its initial 

public offering and is not listed on 

another regulated stock exchange, the 

Exchange will include all holders on a 

global basis in applying the minimum 

stockholder requirements set forth in 

Section 102.01A. In connection with 

this proposed change, the Exchange also 

proposes to amend Section 102.01B to 

add language to clarify that the current 

rule text describing how the distribution 

criteria set forth in Section 102.01A are 

applied to companies from outside 

North America would apply when 

listing a company from outside North 

America that is already listed on 

another regulated stock exchange.23

The Commission has concerns about 

whether the Exchange’s proposal is 

designed to protect investors and the 

public interest, as required by Section 

6(b)(5) of the Exchange Act. The 

Exchange’s proposal would loosen the 

application of the minimum stockholder 

requirements for the initial listing of 

companies from outside North America 

that are listing in connection with an 

initial public offering and are not listed 

on another regulated stock exchange, 

where these companies are listing 

pursuant to the listing standards 

applicable to domestic companies’ 

equity securities. The Commission has 

concerns about whether such 

companies, if they qualify for initial 

listing based on distribution criteria that 

includes a significant number of holders 

located outside of the United States, 

would have sufficient public float, 

investor base, and trading interest to 

provide the depth and liquidity to 

promote fair and orderly markets on the 

Exchange. 

The Exchange states that the current 

rule ‘‘do[es] not reflect the speed and 

reliability of links that enable investors 

who hold securities in brokerage 

accounts in countries outside North 

America to trade in the U.S. listing 

markets.’’ The Exchange further states 

that ‘‘[g]iven the ease of transfer of 

securities between countries in the 

contemporary securities markets, there 

is no reason why the holders of a listed 

company’s securities outside of North 

America cannot be active real time 

participants in the trading market in the 

United States.’’ However, the Exchange 

does not clearly explain or provide 

evidence as to what efficient 

mechanisms exist for the transfer of 

securities held in brokerage accounts 

outside of North America and whether 

and how securities held in such 

brokerage accounts would contribute to 

the depth and liquidity of the domestic 

market for a company’s shares. 

As a result, the Commission believes 

there are questions as to whether the 

proposal, as modified by Amendment 

No. 1, is consistent with Section 6(b)(5) 

of the Exchange Act 24 and its 

requirement, among other things, that 

the rules of a national securities 

exchange be designed to protect 

investors and the public interest. For 

this reason, it is appropriate to institute 

proceedings pursuant to Section 

19(b)(2)(B) of the Exchange Act 25 to 

determine whether the proposal, as 

modified by Amendment No. 1, should 

be approved or disapproved. 

IV. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their data, views, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal, as modified by Amendment 

No. 1. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposed rule change is consistent with 

Section 6(b)(5) of the Exchange Act 26 or 

any other provision of the Exchange 

Act, or the rules and regulations 

thereunder. Although there do not 

appear to be any issues relevant to 

approval or disapproval that would be 

facilitated by an oral presentation of 

data, views, and arguments, the 

Commission will consider, pursuant to 

Rule 19b-4 under the Exchange Act,27

any request for an opportunity to make 

an oral presentation.28

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 


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Federal Register / Vol. 89, No. 240 / Friday, December 13, 2024 / Notices 101069 

29 17 CFR 200.30–3(a)(12); 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. 100588 

(July 25, 2024), 89 FR 61554 (July 31, 2024) (SR– 

SAPPHIRE–2024–01). 

4The Exchange established the Definitions 

section of the Fee Schedule in a separate rule filing. 

See Securities Exchange Act Release No. 100683 

(August 9, 2024), 89 FR 66467 (August 15, 2024) 

(SR–SAPPHIRE–2024–13). 

5The term ‘‘Initial Waiver Period’’ means, for 

each applicable fee, the period of time from the 

initial effective date of the MIAX Sapphire Fee 

Schedule plus an additional six (6) full calendar 

months after the completion of the partial month of 

the Exchange launch. See the Definitions section of 

the Fee Schedule. 

6See Securities Exchange Act Release No. 100806 

(August 22, 2024), 89 FR 68964 (August 28, 2024) 

(SR–SAPPHIRE–2024–18) (the ‘‘Initial Proposal’’). 

7See Securities Exchange Act Release No. 101368 

(October 17, 2024), 89 FR 84646 (October 23, 2024) 

(SR–SAPPHIRE–2024–31) (the ‘‘Second Proposal’’). 

proposed rule change, as modified by 

Amendment No. 1, should be approved 

or disapproved by January 3, 2025. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by January 17, 2025. The 

Commission asks that commenters 

address the sufficiency of the 

Exchange’s statements in support of the 

proposal, in addition to any other 

comments they may wish to submit 

about the proposed rule change. 

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– 

NYSE–2024–47 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–2024–47. 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–2024–47 and should be 

submitted on or before January 3, 2025. 

Rebuttal comments should be submitted 

by January 17, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29334 Filed 12–12–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101843; File No. SR– 

SAPPHIRE–2024–39] 

Self-Regulatory Organizations; MIAX 

Sapphire, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Establish Fees for the 

Exchange’s Proprietary Market Data 

Feeds: (i) MIAX Sapphire Top of Market 

Data Feed; (ii) MIAX Sapphire Complex 

Top of Market Data Feed; and (iii) MIAX 

Sapphire Liquidity Feed 

December 9, 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 November 

25, 2024, MIAX Sapphire, LLC (‘‘MIAX 

Sapphire’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘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 is filing a proposal to 

amend the MIAX Sapphire Options 

Exchange Fee Schedule (the ‘‘Fee 

Schedule’’) to establish fees for the 

Exchange’s proprietary market data 

feeds: (i) MIAX Sapphire Top of Market 

(‘‘ToM’’) data feed; (ii) MIAX Sapphire 

Complex Top of Market (‘‘cToM’’) data 

feed; and (iii) MIAX Sapphire Liquidity 

Feed (‘‘SLF’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-options/all-options-exchanges/rulefilings, at MIAX Sapphire’s principal 

office, 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 

On July 19, 2024, the Exchange filed 

a proposal to establish the ToM, cToM 

and SLF data feeds (collectively, the 

‘‘market data feeds’’) 3 for MIAX 

Sapphire. The Exchange now proposes 

to amend the Fee Schedule to establish 

fees for each of these market data feeds.4

The Exchange also proposes to waive 

such fees during an Initial Waiver 

Period,5 which would run for six full 

calendar months from the initial 

effective date (August 12, 2024) of the 

proposed fees to incentivize market 

participants to subscribe and make the 

Exchange’s proprietary market data 

more widely available. The Exchange 

initially filed this proposal on August 8, 

2024 (SR–SAPPHIRE–2024–18).6 The 

Exchange withdrew the Initial Proposal 

on October 3, 2024 and resubmitted its 

proposal (SR–SAPPHIRE–2024–31).7

The Exchange withdrew the Second 

Proposal on November 25, 2024, and 

resubmitted this proposal (SR– 

SAPPHIRE–2024–39). 

The ToM data feed contains top of 

book quotations based on options 


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