36810 Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(4). 

5Each term not otherwise defined herein has its 

respective meaning as set forth in the Rules, ByLaws and Organization Certificate of DTC (the 

‘‘Rules’’) and the Guide, available at http://

www.dtcc.com/legal/rules-and-procedures.aspx. 

6ATOP is a DTC program through which 

Participant instructions are transmitted to the agent 

for an ATOP offers and through which a participant 

can tender its securities to the agent’s account at 

DTC. 

7 DTC anticipates implementing Automated 

Instruction Messaging for Automated Subscription 

Offer Program (‘‘ASOP’’)-eligible offers by Q1 2022. 

8PTS (Participant Terminal System) and PBS 

(Participant Browser System) are user interfaces for 

DTC settlement and asset services functions. PTS is 

mainframe-based, and PBS is web-based with a 

mainframe back-end. Participants may use either 

PTS or PBS, as they are functionally equivalent. 

PTOP and Voluntary Tenders and Exchanges are 

functions of PTS and PBS, respectively, that are 

currently used by Participants to submit 

instructions, submit protects, submit cover of 

protects, submit cover of protects on behalf of 

another Participant, and submit withdrawals on 

various voluntary reorganization events. 

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– 

NASDAQ–2021–055 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–2021–055. 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 SR–NASDAQ–2021–055 and 

should be submitted on or before 

August 3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–14800 Filed 7–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92339; File No. SR–DTC– 

2021–010] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Reorganizations Service Guide 

July 7, 2021. 

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 July 1, 

2021, The Depository Trust Company 

(‘‘DTC’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

in Items I, II and III below, which Items 

have been prepared by the clearing 

agency. DTC filed the proposed rule 

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

of the Act 3 and Rule 19b–4(f)(4) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change consists of 

changes to the Reorganizations Service 

Guide (the ‘‘Guide’’),5 as described in 

greater detail below. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency 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 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the Guide to provide 

Participants with the option to submit 

instructions via Application Program 

Interface (‘‘API’’) and ISO 20022 realtime messaging (collectively, 

‘‘Automated Instruction Messaging’’) for 

Automated Tender Offer Program 

(‘‘ATOP’’) 6-eligible voluntary 

reorganizations offers (each, an ‘‘ATOP 

Offer’’).7 DTC is also proposing to 

amend the Guide to adjust and clarify 

DTC processing cut-off times for the 

submission of ATOP Offer instructions 

(‘‘DTC Cut-Off Time’’), and to make 

technical and ministerial changes to the 

Guide, as discussed more fully below. 

(i) Automated Instruction Messaging 

A. Background 

When an issuer or agent announces an 

ATOP Offer, it communicates the details 

of the offer to DTC, which announces 

the ATOP Offer to its Participants in 

accordance with the Guide and 

applicable Rules. Participants then relay 

the information to their clients, which, 

in turn, relay the information to their 

clients, and so forth, down to the 

investor level. For example, the ATOP 

Offer information flows from the issuer/ 

agent to DTC, DTC to Participant, 

Participant to Investor Manager client, 

Investment Manager to its investor 

clients. Each level of the chain solicits 

and compiles instructions from its 

clients and submits the instructions 

back up the chain, until the instructions 

reach the Participant level. Each 

Participant compiles and aggregates all 

instructions received from its clients 

and submits the instructions to DTC 

through the PTS PTOP or PBS 

Voluntary Tenders and Exchanges 

functions via nonautomated key entry.8

The whole process needs to be 

completed before the DTC Cut-Off Time 

for the ATOP Offer. 

There are certain potential risks and 

costs associated with manual 

processing, particularly in connection 

with voluntary reorganizations 


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9Participants can submit ISO 20022 instructions 

on applicable tax relief, foreign currency payments, 

dividend reinvestment including opt out and 

optional dividend events. See DTC Distributions 

Service Guide, p. 16, available at http://

www.dtcc.com/legal/rules-and-procedures.aspx. 

10See ClaimConnect Service Guide, p.8, available 

at http://www.dtcc.com/legal/rules-andprocedures.aspx. 

11 DTC anticipates implementing Automated 

Instruction Messaging for withdrawal and 

cancellation instructions, as well as for Cover 

Protect on Behalf of a Third-Party action, by Q1 

2022. 

12Participants are able to submit ATOP Offer 

instructions after the DTC Cut-Off Time directly to 

the agent until the actual expiration time, if 

provided for under the terms of the ATOP Offer. 

13See Important Notice B#11772–19 (July 15, 

2019), available at https://www.dtcc.com/∼/media/ 

Files/pdf/2019/7/15/11772-19.pdf. 

14Although infrequent, there are some 

circumstances where an ATOP Offer may have an 

actual expiration time earlier than 5:00 p.m. ET. For 

example, the expiration time of an ATOP Offer from 

a jurisdiction in a later time zone could translate 

in an atypical early expiration time in the eastern 

time zone. 

15Pursuant to the proposed rule change, DTC 

would also remove the references to ATOP I and 

ATOP II, which are no longer relevant to DTC CutContinued 

instructions. Nonautomated input may 

increase the likelihood of errors, which 

can result in rejected instructions or 

erroneous elections. Rejected 

instructions and erroneous elections can 

delay the submission of the instructions 

for the ATOP Offer, which typically 

have to be submitted within a short 

timeframe. Further, because information 

about the ATOP Offer and the 

compilation and transmission of 

instructions flows across different 

market segments, the lack of automation 

and standardization can also lead to 

errors along the chain. Finally, ATOP 

Offers are becoming increasingly 

complex, thereby requiring a greater 

volume of individual nonautomated 

input by Participants, which adds to the 

potential risk of errors and increases the 

overhead cost for additional personnel 

and processes to handle the volume. 

Therefore, DTC is proposing to 

provide Participants with the ability to 

use Automated Instruction Messaging 

via ISO 20022 messages and API 

functionality for ATOP-eligible offers. 

The functionality for the submission of 

instructions through standardized ISO 

20022 messaging already exists at DTC. 

For example, Participants have the 

ability to submit ISO 20022 instructions 

for eligible distributions events.9 ISO 

20022 is a standard that provides the 

financial industry with a common 

language to capture business 

transactions and associated message 

flows. The benefits offered by ISO 20022 

include, but are not limited to: (i) 

Greater straight through processing by 

utilizing a data model that conforms to 

market practice, and (ii) improved 

accuracy and less processing risk due to 

enhanced data elements. 

DTC already offers API functionality 

for the submission of certain 

instructions to DTC. For example, 

Participants can currently engage with 

the DTC ClaimConnect service via 

APIs.10 APIs enable the flow of 

information between computer 

applications and provide Participants 

the ability to easily access and evaluate 

customer data as well as provide 

Participants with callable endpoints for 

deleting data resources and for reading 

and updating data resource values. 

Stated another way, APIs provides 

enhanced flexibility for Participants, 

making the process of accessing from, 

and transmitting information to, DTC 

and its downstream customers more 

efficient. The flexibility of APIs and its 

use of modern programming languages 

provide benefits that include, but are 

not limited to: (i) Less frequent 

maintenance, (ii) client development 

and implementation can be quicker to 

market, and (iii) more efficient 

integration channels. 

B. Automated Instruction Messaging 

Pursuant to the proposed rule change, 

Automated Instruction Messaging 

would be available for the following 

ATOP actions: (i) Accepting an ATOPEligible Offer, (ii) Accepting an ATOPEligible Offer via Notice of Guaranteed 

Delivery, (iii) Submitting a Cover of 

Protect, and (iv) Puts. However, 

withdrawal or cancellation instructions 

in connection with the above would still 

need to be performed via PTS/PBS. In 

addition, Automated Instruction 

Messaging for the Submitting a Cover of 

Protect on Behalf of a Third Party action 

would not be available.11

Automated Instruction Messaging 

would consist of (i) Automated 

Instruction Messages for the input of 

instructions, and (ii) Automated 

Response Messages for feedback and 

status output with respect to submitted 

instructions. The ISO 20022 Corporate 

Action Instruction (CAIN) message and 

the API POST function are Automated 

Instruction Messages. The ISO 20022 

Corporate Action Instruction Status 

Advice (CAIS) message and the API GET 

function are Automated Response 

Messages. 

As noted above, automating 

instructions for ATOP Offers would 

streamline the flow of information, 

reducing the costs, errors and risks that 

are associated with nonautomated 

processing. Accordingly, pursuant to the 

proposed rule change, DTC would 

provide Participants with the ability to 

automate and standardize the 

submission of instructions for ATOP 

Offers through Automated Instruction 

Messaging. 

(ii) Clarification and Adjustment of 

Certain Cut-off Times for ATOP Offer 

Instructions 

The terms of an ATOP Offer include, 

among other things, the dates and times 

by which certain instructions (e.g., 

acceptances, protects) must be 

submitted, as well the date and time 

that the ATOP Offer expires. For ATOP 

Offers processed through DTC, DTC 

establishes a DTC Cut-Off Time, which 

is the deadline for Participants to 

submit ATOP Offer instructions to DTC 

for processing.12

DTC is proposing to (i) amend 

outdated language about the DTC CutOff Time for an ATOP Offer with an 

actual expiration time that is 6:00 p.m. 

ET or later on the expiration date, and 

(ii) remove the reference to a 1:00 p.m. 

ET DTC Cut-Off Time, which, pursuant 

to the proposed rule change, would no 

longer be the established DTC Cut-Off 

Time for an ATOP Offer with an actual 

expiration time before 5:00 p.m. ET. 

The current language in the Guide 

provides that, unless otherwise 

specified in the ATOP Offer 

announcement (i) ATOP Offers being 

processed by the agent through ATOP 

(referred to as an ‘‘ATOP I’’ offer, which 

have an actual expiration time of 5:00 

p.m. ET or later) have a DTC Cut-Off 

Time of 5:00 p.m. ET, and (ii) ATOP 

Offers being processed by the agent 

without an electronic connection to 

ATOP (referred to as an ‘‘ATOP II’’ offer, 

which typically expires before 5:00 p.m. 

ET) have a DTC Cut-Off Time of 1:00 

p.m. 

Pursuant to the proposed rule change, 

DTC would update the language in the 

Guide to reflect that for ATOP Offers 

with an actual expiration time between 

6:00 p.m. ET and midnight on 

expiration date, the DTC Cut-Off Time 

typically will be 6:00 p.m. ET, instead 

of 5:00 p.m. ET.13 DTC extended this 

processing window by an additional 

hour to provide Participants additional 

time to submit instructions to be 

processed by DTC and to avoid 

Participants submitting instructions 

directly to the agent outside of DTC. 

DTC is further proposing to amend 

the Guide to provide that, with respect 

to an ATOP Offer with an actual 

expiration time earlier than 5:00 p.m. 

ET on expiration date,14 the DTC CutOff Time would vary depending on the 

particular facts and circumstances of the 

ATOP Offer and would be announced in 

the notice of the ATOP Offer.15


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36812 Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 

Off Time for the submission of instructions for 

ATOP Offers. 

DTC is also proposing to amend the 

Guide to remind Participants that 

expiration and cutoff times may vary 

per the terms of the offer and that 

Participants are independently 

responsible for confirming both the 

actual offer expiration date and time 

and the DTC Cut-off Time and date. 

(iii) Proposed Rule Changes 

Pursuant to the proposed rule change, 

DTC is proposing to: 

1. Add references to ‘‘Automated 

Instruction Messaging’’ or ‘‘Automated 

Instruction Message,’’ as context 

requires, where other types of 

instruction input for ATOP-eligible 

offers (e.g., PTS PTOP and PBS 

Voluntary Tenders and Exchanges) are 

referenced. 

2. Add references to ‘‘Automated 

Response Message’’ where other types of 

response and/or status reports relating 

to instructions on ATOP-eligible offers 

(e.g., PTS/PBS, CA Web or Participant 

Daily Activity Statement) are 

referenced. 

3. In the ‘‘Overview’’ subsection of the 

‘‘About Reorganization Services’’/ 

‘‘Introduction’’ section, insert (i) 

references to ISO 20022 and API as 

additional methods of inputting 

voluntary reorganization instructions, 

and (ii) a footnote directing Participants 

to the ‘‘Automated Instruction 

Messaging’’ section for additional 

information about Automated 

Instruction Messaging through ISO 

20022 messages and APIs. 

4. After the ‘‘About the 

Reorganizations Service’’ section, insert 

a new section titled ‘‘Automated 

Instruction Messaging.’’ The section 

would list: (i) The ATOP actions for 

ATOP-eligible offers for which 

Automated Instruction Messaging is 

available, which would be: Accepting 

an ATOP-Eligible Offer, Accepting an 

ATOP-Eligible Offer via Notice of 

Guaranteed Delivery, Submitting a 

Cover of Protect, and Puts, (ii) the 

Automated Instruction Message Types, 

which are ISO 20002 Corporate Action 

Instruction (CAIN) and API POST, and 

(iii) the Automated Response Message 

Types, which are ISO 20022 Corporate 

Action Instruction Status Advice (CAIS) 

and API GET. The section would also 

include a note stating that all 

withdrawal and cancellation 

instructions for ATOP-eligible offers 

must be performed via PTS/PBS and 

cannot be instructed via Automated 

Instruction Message. 

5. In the ‘‘Instructions/Expirations’’ 

section, above the ‘‘Important 

Considerations’’ subsection, insert the 

following warning as a reminder to 

Participants of their responsibility to 

monitor the status of their instructions 

and to take any actions necessary to 

complete an incomplete transaction: 

Warning! 

Regarding incomplete instructions: 

An instruction that was submitted via 

PTS (PTOP, PSOP, PUTS, WARR, 

RCNV, CERR), PBS (Voluntary Tenders 

and Exchanges, Rights Subscriptions, 

Put Option Bonds, Reorg Conversions, 

CD Early Redemptions, Warrants 

Subscriptions) or via Automated 

Instruction Messaging but was not fully 

processed by-DTC is an incomplete 

transaction. A Participant has the sole 

responsibility to monitor its messages 

and confirm that its instruction was 

processed and that the quantity of 

securities that are the subject of its 

instruction are shown under the contraCUSIP/RRG specified in the instruction. 

A Participant that submits an 

incomplete instruction via Automated 

Instruction Messaging will receive an 

Automated Response Message 

indicating a rejection. Neither DTC nor 

the agent will take action on an 

incomplete transaction. The Participant 

is solely responsible for taking the 

additional processing steps to complete 

the transactions before expiration cut-off 

date and time. DTC shall have no 

responsibility in respect of a 

Participant’s failure to recognize its 

instruction as incomplete or to take the 

steps necessary to complete its 

transaction. Participants can use the 

inquiry feature of the aforementioned 

PTS and PBS functions, as applicable, to 

identify an incomplete transaction. For 

instructions submitted via Automated 

Instruction Messaging, the Automated 

Response Message will indicate the 

reason for rejection. 

In addition, DTC is proposing to 

delete other warnings relating to 

incomplete instructions in connection 

with ATOP-eligible offers, as they 

would be redundant with the insertion 

of the above warning. 

6. In the ‘‘Instructions/Expirations’’ 

section, under the new warning 

referenced above, insert a note that 

states that all withdrawal and 

cancellation instructions must be 

performed via PTS/PBS. 

7. In the ‘‘About DTC’s Automated 

Tender Offer Program (ATOP)’’ 

subsection of the ‘‘Instructions/ 

Expirations’’ section, remove the 

phrases ‘‘using the PTS PTOP and PBS 

Voluntary Tenders and Exchanges or via 

CCF,’’ and ‘‘by book-entry through PTS 

PTOP or PBS Voluntary Tenders and 

Exchanges, or via CCF,’’ as it is 

unnecessary and limiting. 

8. In the ‘‘Proration of an Offer’’ 

section, for accuracy, insert a reference 

to CA Web as a source to review the 

position movements representing the 

unaccepted position. 

9. Add a reference to ‘‘Automated 

Instruction Messaging’’ to the following 

section headings: ‘‘Voluntary Offers by 

Issuer or Third Party (Processed via 

PTOP),’’ ‘‘Submitting a Cover of Protect 

via PTS PTOP or PBS Voluntary 

Tenders and Exchanges for an ATOPEligible Offer,’’ ‘‘Checklist for 

Submitting a Cover of Protect via PTS 

PTOP or PBS Voluntary Tenders and 

Exchanges.’’ 

10. Amend the Guide to reflect that 

when a Participant uses an Automated 

Instruction Message, it must check its 

Automated Response Message, in order 

to ensure that its transactions were 

properly processed and recorded, and to 

note that a Participant could 

additionally check its Participant Daily 

Activity Statement and the CA Web. 

11. Replace the following paragraph, 

which appears in the checklists for 

submitting instructions for ATOPeligible offers, ‘‘Participants that 

subscribe to the ISO 20022 Instructions 

Statement Report (CAST) will be able to 

verify instruction status on the 

message’’ with ‘‘Participants that submit 

an Automated Instruction Message must 

monitor the status of their instruction 

using the Automated Response Message. 

Additionally, the CAST message is 

available to monitor instructed and 

uninstructed balances.’’ 

12. In the ‘‘Accepting an ATOPEligible Offer’’ section, in order to 

reflect that for an ATOP Offer with (i) 

an actual expiration time between 6:00 

p.m. ET and midnight, the DTC Cut-Off 

Time would typically be 6:00 p.m. ET, 

and (ii) an actual expiration time before 

5:00 p.m. ET on expiration date, the 

DTC Cut-Off Time would vary 

depending on the facts and 

circumstances of the offer, DTC is 

proposing to replace the existing 

paragraph that begins ‘‘The dates on 

which you can accept an offer via PTOP 

. . .’’ with the following paragraphs: 

‘‘The dates on which you can accept 

an offer via PTS PTOP, PBS Voluntary 

Tenders and Exchanges, and Automated 

Instruction Messaging are specified in 

the notice about the offer, which you 

can view via CA Web Announcements, 

ISO 20022 messaging and PTS RIPS or 

PBS Reorganizations and Redemptions 

functions. Unless otherwise specified in 

the PTS RIPS, PBS Reorganizations and 

Redemptions or ISO 20022 messaging, 

PTS PTOP, PBS Voluntary Tenders and 

Exchanges, and Automated Instruction 


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Messaging are available on those dates 

for this purpose. DTC processing cut-off 

times on the day of expiration typically 

will be either 5:00 p.m. ET (where the 

notice of the offer specifies an 

expiration time of 5:00 p.m. ET on 

expiration date) or 6:00 p.m. ET (where 

the notice of the offer specifies an 

expiration time between 6:00 p.m. ET 

and midnight on expiration date). Please 

note that the DTC processing cut-off 

times for offers that specify an offer 

expiration time before 5:00 p.m. ET on 

expiration date will vary depending on 

the facts and circumstances of the offer. 

Note: Participants are reminded that 

expiration and cutoff time may vary per 

the terms of the offer. Participants are 

independently responsible to confirm, 

per the terms of the offer and 

announcement, the offer expiration date 

and time, as well as the applicable DTC 

processing cut-off time, per the terms of 

the offer and the announcement.’’ 

13. In the ‘‘Checklist for Submitting 

an Acceptance’’ section, insert the 

following language to address how a 

Participant needs to acknowledge the 

Letter of Transmittal when it transmits 

an acceptance via Automated 

Instruction Messaging: 

‘‘Likewise, when you transmit an 

acceptance via Automated Instruction 

Messaging, you will be required to 

acknowledge the Letter of Transmittal 

required by the offer identified by the 

contra-CUSIP you specify in your 

acceptance. The message must contain 

your acknowledgement. If your message 

does not contain your 

acknowledgement, your acceptance will 

be rejected. By acknowledging the Letter 

of Transmittal via Automated 

Instruction Messaging, you agree that (i) 

you have received, and will be bound by 

the terms of, the Letter of Transmittal 

required by the offer identified in the 

acceptance and (ii) the agreement set 

forth in the preceding clause (i) may be 

enforced against you by the Offeror in 

such offer’’. 

14. In the ‘‘Submitting a Protect for an 

ATOP-Eligible Offer’’ section, in order 

to reflect that for an ATOP Offer with (i) 

an actual expiration time between 6:00 

p.m. ET and midnight, the DTC Cut-Off 

Time would typically be 6:00 p.m. ET, 

and (ii) an actual expiration time before 

5:00 p.m. ET on expiration date, the 

DTC Cut-Off Time would vary 

depending on the facts and 

circumstances of the offer, DTC is 

proposing to replace the existing 

paragraph that begins ‘‘The dates on 

which you can accept an offer by 

submitting a Notice . . .’’ with the 

following paragraphs: 

‘‘The dates on which you can accept 

an offer by submitting a Notice of 

Guaranteed Delivery via PTS PTOP, PBS 

Voluntary Tenders and Exchanges, and 

Automated Instruction Messaging are 

specified in the notice about the offer, 

which you can view via CA Web 

Announcements, ISO 20022 messaging 

and PTS RIPS or PBS Reorganizations 

and Redemptions functions. Unless 

otherwise specified in the PTS RIPS, 

PBS Reorganizations and Redemptions 

or ISO 20022 messaging, PTS PTOP, 

PBS Voluntary Tenders and Exchanges, 

and Automated Instruction Messaging 

are available on those dates for this 

purpose. DTC processing cut-off times 

on the day of expiration typically will 

be either 5:00 p.m. ET (where the notice 

of the offer specifies an expiration time 

of 5:00 p.m. ET on expiration date) or 

6:00 p.m. ET (where the notice of the 

offer specifies an expiration time 

between 6:00 p.m. ET and midnight on 

expiration date). Please note that the 

DTC processing cut-off times for offers 

that specify an offer expiration time 

before 5:00 p.m. ET on expiration date 

will vary depending on the facts and 

circumstances of the offer. 

Note: Participants are reminded that 

expiration and cutoff time may vary per 

the terms of the offer. Participants are 

independently responsible to confirm, 

per the terms of the offer and 

announcement, the offer expiration date 

and time, as well as the applicable DTC 

processing cut-off time, per the terms of 

the offer and the announcement.’’ 

15. In the ‘‘Checklist for Submitting a 

Protect’’ section, insert the following 

language to address how a Participant 

needs to acknowledge the Notice of 

Guaranteed Delivery when it transmits 

an acceptance by Notice of Guaranteed 

Delivery via Automated Instruction 

Messaging: 

‘‘Likewise, when you transmit an 

acceptance via Automated Instruction 

Messaging, you will be required to 

acknowledge the Notice of Guaranteed 

Delivery required by the offer identified 

by the contra-CUSIP you specify in your 

acceptance. The message must contain 

your acknowledgement. If your message 

does not contain your 

acknowledgement, your acceptance will 

be rejected. By acknowledging the 

Notice of Guaranteed Delivery via 

Automated Instruction Messaging, you 

agree that (i) you have received, and 

will be bound by the terms of, the 

Notice of Guaranteed Delivery required 

by the offer identified in the acceptance 

and (ii) the agreement set forth in the 

preceding clause (i) may be enforced 

against you by the Offeror in such 

offer.’’ 

16. In the ‘‘Submitting a Cover of 

Protect via PTS PTOP or PBS Voluntary 

Tenders and Exchanges for an ATOPEligible Offer,’’ section, in order to 

reflect that for an ATOP Offer with (i) 

an actual expiration time between 6:00 

p.m. ET and midnight, the DTC Cut-Off 

Time would typically be 6:00 p.m. ET, 

and (ii) an actual expiration time before 

5:00 p.m. ET on expiration date, the 

DTC Cut-Off Time would vary 

depending on the facts and 

circumstances of the offer, DTC is 

proposing to replace the existing 

paragraph that begins ‘‘The dates on 

which you can submit a cover of protect 

via PTOP . . .’’ with the following 

paragraphs: 

‘‘The dates on which you can submit 

a cover of protect via PTS PTOP, PBS 

Voluntary Tenders and Exchanges, and 

Automated Instruction Messaging are 

specified in the notice about the offer, 

which you can view via CA Web 

Announcements, ISO 20022 messaging 

and PTS RIPS or PBS Reorganizations 

and Redemptions functions. Unless 

otherwise specified in the notice, PTS 

PTOP, PBS Voluntary Tenders and 

Exchanges, and Automated Instruction 

Messaging are available on those dates 

for this purpose. DTC processing cut-off 

times on the day of expiration typically 

will be either 5:00 p.m. ET (where the 

notice of the offer specifies an 

expiration time of 5:00 p.m. ET on 

expiration date) or 6:00 p.m. ET (where 

the notice of the offer specifies an 

expiration time between 6:00 p.m. ET 

and midnight on expiration date). Please 

note that the DTC processing cut-off 

times for offers that specify an offer 

expiration time before 5:00 p.m. ET on 

expiration date will vary depending on 

the facts and circumstances of the offer. 

Note: Participants are reminded that 

expiration and cutoff time may vary per 

the terms of the offer. Participants are 

independently responsible to confirm, 

per the terms of the offer and 

announcement, the offer expiration date 

and time, as well as the applicable DTC 

processing cut-off time, per the terms of 

the offer and the announcement.’’ 

17. In the ‘‘Checklist for Submitting a 

Cover of Protect via PTS PTOP or PBS 

Voluntary Tenders and Exchanges’’ 

section: 

a. At the end of the first bulleted 

paragraph under number 6 of the 

checklist, in order to reflect that the 

‘‘made’’ status of an Automated 

Instruction Message would be 

confirmed in the Automated Response 

Message, add the sentence ‘‘The 

Automated Response Message will 

confirm the ‘‘made’’ status.’’ 

b. Insert the following language to 

address how a Participant needs to 

acknowledge the Letter of Transmittal 

when it transmits a cover of protect via 

Automated Instruction Messaging: 


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36814 Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 

16 15 U.S.C. 78q–1(b)(3)(F). 

‘‘Likewise, when you transmit an 

instruction to cover a protect via 

Automated Instruction Messaging, you 

will be required to acknowledge the 

Letter of Transmittal required by the 

offer identified by the contra-CUSIP you 

specify in your instruction. The message 

must contain your acknowledgement. If 

your message does not contain your 

acknowledgement, your instruction will 

be rejected. By submitting the 

acknowledgment via Automated 

Instruction Messaging, you agree that (i) 

you have received, and will be bound by 

the terms of, the Letter of Transmittal 

required by the offer identified in the 

acceptance and (ii) the agreement set 

forth in the preceding clause (i) may be 

enforced against you by the Offeror in 

such offer.’’ 

18. In the ‘‘Submitting a Cover of 

Protect via PTS PTOP or PBS Voluntary 

Tenders and Exchanges on Behalf of 

Another Participant’’ section, in order to 

reflect that for an ATOP Offer with (i) 

an actual expiration time between 6:00 

p.m. ET and midnight, the DTC Cut-Off 

Time would typically be 6:00 p.m. ET, 

and (ii) an actual expiration time before 

5:00 p.m. ET on expiration date, the 

DTC Cut-Off Time would vary 

depending on the facts and 

circumstances of the offer, DTC is 

proposing to replace the existing 

paragraph that begins ‘‘The dates on 

which you can submit a cover of protect 

are specified in the notice about the 

offer . . .’’ with the following 

paragraphs: 

‘‘The dates on which you can submit 

a cover of protect via PTS PTOP and 

PBS Voluntary Tenders and Exchanges 

are specified in the notice about the 

offer, which you can view via CA Web 

Announcements, ISO 20022 messaging 

and PTS RIPS or PBS Reorganizations 

and Redemptions functions. Unless 

otherwise specified in the PTS RIPS, 

PBS Reorganizations and Redemptions 

or ISO 20022 messaging, PTS PTOP and 

PBS Voluntary Tenders and Exchanges 

are available on those dates for this 

purpose. DTC processing cut-off times 

on the day of expiration typically will 

be either 5:00 p.m. ET (where the notice 

of the offer specifies an expiration time 

of 5:00 p.m. ET on expiration date) or 

6:00 p.m. ET (where the notice of the 

offer specifies an expiration time 

between 6:00 p.m. ET and midnight on 

expiration date). Please note that the 

DTC processing cut-off times for offers 

that specify an offer expiration time 

before 5:00 p.m. ET on expiration date 

will vary depending on the facts and 

circumstances of the offer. 

Note: Participants are reminded that 

expiration and cutoff time may vary per 

the terms of the offer. Participants are 

independently responsible to confirm, 

per the terms of the offer and 

announcement, the offer expiration date 

and time, as well as the applicable DTC 

processing cut-off time, per the terms of 

the offer and the announcement.’’ 

19. In the ‘‘Withdrawing an 

Acceptance of an ATOP-Eligible Offer’’ 

section, in order to reflect that for an 

ATOP Offer with (i) an actual expiration 

time between 6:00 p.m. ET and 

midnight, the DTC Cut-Off Time would 

typically be 6:00 p.m. ET, and (ii) an 

actual expiration time before 5:00 p.m. 

ET on expiration date, the DTC Cut-Off 

Time would vary depending on the facts 

and circumstances of the offer, DTC is 

proposing to replace the existing 

paragraph that begins ‘‘The dates on 

which you can submit a withdrawal of 

acceptance are specified in the notice 

about the offer . . .’’ with the following 

paragraphs: 

‘‘The dates on which you can submit 

a withdrawal of acceptance via PTS 

PTOP and PBS Voluntary Tenders and 

Exchanges are specified in the notice 

about the offer, which you can view via 

CA Web Announcements, ISO 20022 

messaging and PTS RIPS or PBS 

Reorganizations and Redemptions 

functions. Unless otherwise specified in 

the PTS RIPS, PBS Reorganizations and 

Redemptions or ISO 20022 messaging, 

PTS PTOP and PBS Voluntary Tenders 

and Exchanges are available on those 

dates for this purpose. DTC processing 

cut-off times on the day of expiration 

typically will be either 5:00 p.m. ET 

(where the notice of the offer specifies 

an expiration time of 5:00 p.m. ET on 

expiration date) or 6:00 p.m. ET (where 

the notice of the offer specifies an 

expiration time between 6:00 p.m. ET 

and midnight on expiration date). Please 

note that the DTC processing cut-off 

times for offers that specify an offer 

expiration time before 5:00 p.m. ET on 

expiration date will vary depending on 

the facts and circumstances of the offer. 

Note: Participants are reminded that 

expiration and cutoff time may vary per 

the terms of the offer. Participants are 

independently responsible to confirm, 

per the terms of the offer and 

announcement, the offer expiration date 

and time, as well as the applicable DTC 

processing cut-off time, per the terms of 

the offer and the announcement.’’ 

20. Make ministerial changes to 

correct typos and omissions and to 

enhance conformity and readability, 

including, but not limited to: 

a. In the copyright line of the 

‘‘Important Legal Information’’ section, 

replacing ‘‘2020’’ with ‘‘2021.’’ 

b. Adding the name of the 

corresponding PBS function where the 

equivalent PTS function is referenced. 

c. Augmenting mentions of PBS and 

PTS functions with their full technical 

names. 

d. Removing internal references to 

other sections within the Guide that are 

incorrect, no longer relevant, or that no 

longer exist. 

e. Inserting references to the CA Web 

to correctly reflect that a Participant can 

check the CA Web, in addition to its 

Participant Daily Activity Statement and 

Automated Response Messages, to 

ensure that its transactions were 

properly processed and recorded. 

f. Inserting references to ISO 20022 

messaging and the CA Web to correctly 

reflect them as sources of ATOP-eligible 

Offer details. 

g. Correcting certain typographical 

errors. 

2. Statutory Basis 

Section 17A(b)(3)(F) of the Act 

requires, in part, that the Rules be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions.16

The proposed rule change would 

amend the Guide to provide Participants 

with the option to use Automated 

Instruction Messaging for ATOP Offers. 

As discussed above, the use of 

Automated Instruction Messaging for 

ATOP Offers would provide greater 

straight-through processing, improved 

accuracy, more efficient integration 

channels and less processing risk than 

nonautomated processing. 

The proposed rule change would also 

amend the Guide to adjust and clarify 

the DTC Cut-Off Times for the 

submission of instructions in 

connection with ATOP Offers. 

Specifically, the proposed rule change 

would clarify that for ATOP Offers with 

an actual expiration time between 6:00 

p.m. ET and midnight on expiration 

date, the DTC Cut-Off Time typically is 

6:00 p.m. ET, instead of 5:00 p.m. ET. 

DTC believes that providing Participants 

with clear directions about the 

deadlines for the submission of 

instructions would facilitate the timely 

submission of instructions and help 

avoid the submission of instructions 

outside of DTC. In addition, the 

proposed rule change would amend the 

Guide to provide that, with respect to an 

ATOP Offer with an actual expiration 

time earlier than 5:00 p.m. ET on 

expiration date, the DTC Cut-Off Time 

would vary depending on the particular 

facts and circumstances of the ATOP 

Offer. By eliminating the established 

1:00 p.m. ET DTC Cut-Off Time for 

these offers, DTC would have the 

flexibility to provide Participants with a 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 36815 

17 15 U.S.C. 78q–1(b)(3)(I). 

18 Id. 

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. 

3Capitalized terms not defined herein are defined 

in the Rules, available at https://dtcc.com/∼/media/ 

Files/Downloads/legal/rules/nscc_rules.pdf. 

DTC Cut-off Time that would be most 

appropriate to the circumstances, 

thereby facilitating the timely and 

orderly submission of instructions. 

Finally, DTC believes that the 

proposed rule change to amend the 

Guide to make technical and clarifying 

changes would enhance the clarity and 

transparency of the Guide. By 

enhancing the clarity and transparency 

of the Guide, the proposed rule change 

would allow Participants to more 

efficiently and effectively conduct their 

business in connection with processing 

reorganization events and associated 

securities transactions. 

Based on the foregoing, DTC believes 

that the proposed rule change is 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions, consistent with 

Section 17A(b)(3)(F) of the Act, cited 

above. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

DTC believes that the proposed rule 

change to provide Participants with the 

option to use Automated Instruction 

Messaging for ATOP Offers would not 

have any impact on competition.17

Automated Instruction Messaging 

would be an optional service that would 

be available to all Participants in 

connection with ATOP Offers. In 

addition, DTC believes that the 

proposed rule change to amend the 

Guide to adjust and clarify DTC Cut-Off 

Times for the submission of ATOP Offer 

instructions, and to make technical and 

ministerial changes to the Guide, would 

not have any impact on competition 

because it would merely provide 

Participants with clear directions about 

the deadlines for the submission of 

instructions, and would enhance the 

clarity of the procedures relating to 

ATOP Offers. In light of the foregoing, 

DTC does not believe that the proposed 

rule change would impose a burden on 

competition.18

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

Written comments relating to the 

proposed rule change have not been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

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) 19 of the Act and paragraph 

(f) 20 of Rule 19b–4 thereunder. 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– 

DTC–2021–010 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–DTC–2021–010. 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 DTC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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 SR–DTC– 

2021–010 and should be submitted on 

or before August 3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–14795 Filed 7–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92334; File No. SR–NSCC– 

2021–007] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing of 

Proposed Rule Change Relating To 

Confidential Information, Market 

Disruption Events, and Other Changes 

July 7, 2021. 

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 June 25, 

2021, National Securities Clearing 

Corporation (‘‘NSCC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

by the clearing agency. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change consists of 

modifications to NSCC’s Rules & 

Procedures (‘‘Rules’’) 3 to (i) revise 

certain provisions in the Rules relating 

to the confidentiality of information 

furnished by applicants, Members and 

Limited Members (collectively, 


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