Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 6311 

16 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 76638 

(December 14, 2015), 80 FR 79117 (‘‘Notice’’). 

5The Commission recently approved the 

Exchange’s proposal to establish the ROC as a 

committee of the Exchange’s Board of Directors 

(‘‘Board’’) to be composed solely of directors who 

satisfy the Exchange’s independence requirements, 

as set forth in the Exchange’s Independence Policy 

of the Board of Directors. See Securities Exchange 

Act Release No. 75148 (June 11, 2015), 80 FR 34751 

(June 17, 2015). 

6NYSE Regulation, Inc. (‘‘NYSE Regulation’’), a 

not-for-profit subsidiary of the Exchange’s affiliate 

New York Stock Exchange LLC (‘‘NYSE’’), performs 

regulatory functions for the Exchange pursuant to 

an intercompany Regulatory Services Agreement 

Continued 

execute Limit Orders priced within the 

LOP Limit Table or within the upper 

(lower) band of LULD, if the latter is 

more conservative. 

The Exchange believes that the 

proposal to not accept System Orders in 

a Straddle State will prevent Market 

Orders from being entered by market 

participants at erroneous prices which 

the Exchange believes would stray 

widely from the LULD defined reference 

price. 

The Exchange believes LOP and 

Market Order Protection will remove 

impediments to and perfect the 

mechanisms of a free and open market 

because these features will operate in 

tandem with LULD. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the LOP and Market 

Order Protection features will provide 

market participants with additional 

protection from anomalous executions, 

in addition to LULD protections. Thus, 

the Exchange does not believe the 

proposal creates any significant impact 

on competition. The Exchange believes 

that offering these protections to the BX 

will not impose any undue burden on 

intra-market competition, rather, it 

would permit equities and options 

members to be protected in a similar 

manner from erroneous executions. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BX–2016–008 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–BX–2016–008. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BX– 

2016–008 and should be submitted on 

or before February 26, 2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02196 Filed 2–4–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77008; File No. SR– 

NYSEMKT–2015–106] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Order Approving Proposed 

Rule Change Amending the Seventh 

Amended and Restated Operating 

Agreement of the Exchange To 

Establish a Committee for Review as a 

Sub-Committee of the ROC and Make 

Conforming Changes to Rules and the 

NYSE MKT Company Guide 

February 1, 2016. 

I. Introduction 

On December 11, 2015, NYSE MKT 

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

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’),2 and 

Rule 19b–4 thereunder,3 a proposed rule 

change to amend the Seventh Amended 

and Restated Operating Agreement 

(‘‘Operating Agreement’’) of the 

Exchange and to amend various rules of 

the Exchange, as described below. The 

proposed rule change was published for 

comment in the Federal Register on 

December 18, 2015.4 The Commission 

received no comment letters on the 

proposed rule change. This order 

approves the proposed rule change. 

II. Description of the Proposal 

As part of a regulatory restructuring, 

NYSE proposes to: (i) Amend the 

Operating Agreement to establish a 

Committee for Review (‘‘CFR’’) as a 

subcommittee of the Regulatory 

Oversight Committee (‘‘ROC’’) 5 and 

make conforming changes to Exchange 

Rules 475, 476, 476A, 20—Equities, 

308—Equities and Sections 1201, 1204, 

1205, 1206, 1211, and 1212T of the 

Company Guide; (ii) delete references to 

‘‘NYSE Regulation, Inc.’’ and ‘‘NYSE 

Regulation’’ 6 in Section 4.05 of the 

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6312 Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 

(‘‘RSA’’) that gives the Exchange the contractual 

right to review NYSE Regulation’s performance. See 

Notice, supra note 4, at 79117 n.4. 

7See id. 

8See id. at 79118. 

9See id. 

10See id. 

11See id. at 79118 n.8 and accompanying text 

(citing the Independence Policy of the Board of 

Directors). 

12See id. at 79118 n.8. 

13See id. at 79118. The Exchange notes that 

market makers on the Exchange’s equity market are 

called DMMs and on NYSE Amex Options are 

called specialists. See id. at 79918 n.9. 

14The Exchange does not propose to incorporate 

from the current CFR the category of a NYSE MKT 

member that is associated with a NYSE MKT 

member organization that spends a majority of their 

time on the trading floor and has a substantial part 

of their business the execution of transactions on 

the trading floor for their own account or the 

account of their member organization but is not 

registered as a specialist. See Notice, supra note 4, 

at 79118 n.9. The Exchange represents that this 

category of NYSE MKT member no longer exists 

and, as a result, the Exchange does not propose to 

require the representation of such member on the 

proposed CFR. See id. 

15The Exchange notes that these powers are 

currently set forth in the charter of the NYSE 

Regulation CFR, which also states that the CFR can 

provide general advice to the NYSE Regulation’s 

Board of Directors in connection with disciplinary, 

listing and other regulatory matters. The Exchange 

proposes to delineate the appellate and advisory 

powers of the proposed CFR in Section 2.03(h)(iii) 

of the Operating Agreement. See id. at 79118 n.11. 

16 Id. at 79118–19. The Exchange notes that the 

same profile of members who historically have 

served on these advisory committees would be 

represented on the proposed CFR. Id. 

17See id. at 79118. 

18See id. at 79119 and 15 U.S.C. 78f(b)(3). 

19See id. at 79119. 

20See id. 

Operating Agreement as well as 

Exchange Rules 0, 1—Equities, 22— 

Equities, 36—Equities, 48—Equities, 

49—Equities, 54—Equities, 70— 

Equities, 103—Equities, 103A—Equities, 

103B—Equities, 422—Equities, 497— 

Equities, and 902NY; (iii) replace 

references to the Chief Executive Officer 

of NYSE Regulation in Exchange Rules 

48—Equities, 49—Equities, and 86— 

Equities with references to the Chief 

Regulatory Officer of the Exchange; and 

(iv) make certain technical and nonsubstantive changes. 

The Exchange proposes that these rule 

revisions would be operative 

simultaneously with the termination of 

the Regulatory Services Agreement 

between the Exchange and NYSE 

Regulation, but no later than June 30, 

2016, on a date to be determined by the 

Board.7

A. Establishing a Committee for Review 

and Conforming Exchange Rules 

The Exchange proposes to establish a 

Committee for Review (‘‘CFR’’) as a 

subcommittee of the ROC by adding a 

new subsection (h)(iii) to Section 2.03 of 

the Operating Agreement and to make 

conforming changes to Exchange Rules 

475, 476, 476A, 20—Equities, 308— 

Equities and Sections 1201, 1204, 1205, 

1206, 1211, and 1212T of the Company 

Guide.8 The proposed CFR would be the 

successor to the current CFR, which is 

a committee of NYSE Regulation’s 

Board of Directors that reviews appeals 

of Exchange disciplinary actions, and 

the Committee on Securities, which is a 

Board committee that reviews 

determinations to limit or prohibit the 

continued listing of an issuer’s 

securities on the Exchange.9

Section 2.03(h)(iii) of the Operating 

Agreement would provide that the 

Board shall annually appoint a CFR as 

a subcommittee of the ROC. The 

Exchange notes that proposed Section 

2.03(h)(iii) of the Operating Agreement 

incorporates member organization 

association requirements of the current 

CFR.10 The proposed CFR would be 

comprised of both Exchange directors 

who satisfy the Exchange’s 

independence requirements as well as 

non-directors.11 The Exchange notes 

that, because the majority of the Board 

would be independent directors, as a 

functional matter if the Exchange were 

to have a five-person Board, at least 

three of the five directors would qualify 

for CFR membership.12 Non-directors 

serving on the proposed CFR would 

include representatives of member 

organizations that engage in a business 

involving substantial direct contact with 

securities customers (upstairs firms), 

DMMs or specialists, and floor 

brokers.13 The Exchange notes that the 

proposed CFR, like the current CFR, 

would be selected after appropriate 

consultation with those members.14 The 

Exchange notes further that, for any CFR 

vote, a majority of the members of the 

CFR casting votes would have to be 

directors of the Exchange. 

The proposed CFR would be 

responsible for reviewing the 

disciplinary decisions on behalf of the 

Board and reviewing determinations to 

limit or prohibit the continued listing of 

an issuer’s securities on the Exchange.15

Additionally, the Exchange proposes to 

incorporate the role of the Market 

Performance and Regulatory Advisory 

Committees into the proposed CFR.16 As 

a result, the proposed CFR would be 

charged with acting in an advisory 

capacity to the Board with respect to 

disciplinary matters, the listing and 

delisting of securities, regulatory 

programs, rulemaking and regulatory 

rules, including trading rules. The 

Exchange states that the proposed CFR 

would therefore serve in the same 

advisory capacity as the Market 

Performance and Regulatory Advisory 

Committees.17

According to the Exchange, member 

participation on the proposed CFR 

would be sufficient to provide for the 

fair representation of members in the 

administration of the affairs of the 

Exchange, including rulemaking and the 

disciplinary process, consistent with 

Section 6(b)(3) of the Act.18

The Exchange proposes to make 

conforming amendments to Exchange 

Rules 475, 476, 476A and 308—Equities 

and Sections 1201, 1204, 1205, 1206, 

1211, and 1212T of the Company Guide 

by generally replacing references to the 

current NYSE Regulation CFR with 

references to the ‘‘Committee for 

Review.’’ 

The Exchange further proposes to 

amend Rule 476(f) to provide that the 

CFR may, but would not be required to, 

appoint an appeals panel to conduct a 

review thereunder and make a 

recommendation to the CFR regarding 

the disposition of the appeal. The 

Exchange represents that appeals panels 

would have no other role in the 

appellate process.19 Any proposed 

appeals panel, as appointed by the CFR, 

would consist of at least three and no 

more than five individuals consistent 

with the composition of appeals panels 

constituted under the rules of the 

Exchange’s affiliate, NYSE Arca, Inc.20

The Exchange represents that an appeals 

panel appointed by the CFR for equity 

matters would be composed of at least 

one director and one member or 

individual associated with an equities 

member organization. The Exchange 

further represents that an appeals panel 

appointed by the CFR for options 

matters would be composed of at least 

one director and one member or 

individual associated with an options 

member organization. The Exchange 

also proposes to describe the CFR as a 

subcommittee of the Exchange’s ROC in 

Sections 1205 and 1212T(g) of the 

Company Guide. 

B. Modifying Exchange Rules To Delete 

References to NYSE Regulation 

The Exchange proposes in connection 

with the Exchange’s termination of the 

intercompany RSA to amend Section 

4.05 of the Operating Agreement as well 

as Exchange Rules 0 (Regulation of the 

Exchange and its Member 

Organizations), 1—Equities (Definitions 

of Terms), 22—Equities 

(Disqualification Because of Personal 

Interest), 36 (Supplementary Material 

.30)—Equities (Communications 

Between Exchange and Members’ 

Offices), 46 (Supplementary Material 

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Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 6313 

21See id. at 79119–20. 

22 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

23 15 U.S.C. 78f(b)(1). 

24 15 U.S.C. 78f(b)(3). 

25 15 U.S.C. 78f(b)(5). 

26 15 U.S.C. 78f(b)(7). 

27See Notice, supra note 4, at 79118. 

28See id. at 79118–19. 

.10)—Equities (Floor Officials 

–Appointment), 48—Equities 

(Exemptive Relief—Extreme Market 

Volatility Condition), 49—Equities 

(Emergency Powers), 54—Equities 

(Dealings on Floor—Persons), 70 

(Subparts (1) and (7) of Supplementary 

Material .40)—Equities (Execution of 

Floor Broker Interest), 103—Equities 

(Registration and Capital Requirements 

of DMMs and DMM Units), 103A— 

Equities (Member Education), 103B 

(Policy Note G and Supplementary 

Material .10)—Equities (Security 

Allocation and Reallocation), 422— 

Equities (Loans of and to Directors, etc.), 

497—Equities (Additional Requirements 

for Listed Securities Issued by 

Intercontinental Exchange, Inc. or its 

Affiliates), and 902NY (Admission and 

Conduct on the Options Trading Floor) 

by deleting references to ‘‘NYSE 

Regulation, Inc.’’ and ‘‘NYSE 

Regulation’’ and where appropriate to 

replace such references with the 

‘‘Exchange’’ or the ‘‘Exchange regulatory 

staff.’’ 21

C. Modifying Exchange Rules To 

Reference the Exchange’s Chief 

Regulatory Officer 

The Exchange proposes to amend 

Exchange Rules 48—Equities 

(Exemptive Relief—Extreme Market 

Volatility Condition), 49—Equities 

(Emergency Powers), and 86—Equities 

(NYSE Bonds), to replace references to 

the Chief Executive Officer of NYSE 

Regulation with references to the Chief 

Regulatory Officer of the Exchange. 

D. Certain Technical and NonSubstantive Changes 

The Exchange proposes to make 

certain technical and non-substantive 

changes to amend Exchange Rules 1— 

Equities (Definitions of Terms), 48— 

Equities (Exemptive Relief— Extreme 

Market Volatility Condition), and 

103B—Equities (Security Allocation and 

Reallocation). The Exchange also 

proposes to make certain technical and 

non-substantive changes to amend the 

Exchange’s Company Guide Sections 

350 (Cancellation Notice), 1204 (The 

Listing Qualifications Panel), 1205 

(Review by the Exchange Committee on 

Securities), 1206 (Discretionary Review 

by Board of Directors), 1212T 

(Temporary Provisions Regarding 

Legacy Applications for Initial Listing), 

and the Listing Forms Appendix. 

Exchange Rule 1–Equities, which 

defines the term the ‘‘Exchange,’’ would 

be amended to replace single quotation 

marks with double quotation marks in 

the heading and in the first paragraph. 

Exchange Rule 48—Equities, which 

sets forth the procedures for invoking an 

extreme market volatility condition, 

would be amended to replace single 

quotation marks with double quotation 

marks around the term ‘‘qualified 

Exchange officer.’’ 

Exchange Rule 103B—Equities, which 

governs the security allocation and 

reallocation process, would be amended 

to replace single quotation marks with 

double quotation marks around the term 

‘‘Allocation Prohibition’’ and to remove 

the comma from ‘‘New York Stock 

Exchange, LLC.’’ 

The Exchange proposes to update the 

sample letter set forth in Section 350 of 

the Exchange’s Company Guide. Section 

350 provides that a company no longer 

intending to issue all or some securities 

for listing should cancel the listing 

authority by notifying the Exchange by 

letter, and provides a sample letter for 

use by listed companies. The Exchange 

proposes to amend the sample letter in 

Section 350 by changing the addressee 

from ‘‘Office of General Counsel’’ to 

‘‘Legal Department,’’ updating the 

address to ‘‘11 Wall Street,’’ and the 

salutation from ‘‘Dear Sirs’’ to ‘‘Ladies 

and Gentlemen.’’ Similarly, the 

Exchange proposes to make conforming 

changes in the Exchange’s Company 

Guide Sections 1204, 1205, 1206 and 

1212T to replace references to the 

‘‘Office of General Counsel’’ with ‘‘Legal 

Department.’’ 

The Exchange also proposes to amend 

Section 1212T(c) to replace the outdated 

reference to ‘‘American Stock 

Exchange’’ with ‘‘Exchange.’’ 

Finally, the Exchange proposes to 

update the Listing Forms Appendix to 

update the address from ‘‘30 Broad’’ to 

‘‘11 Wall’’ Street. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.22 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(1) of the Act, which 

requires an exchange to be so organized 

and have the capacity to carry out the 

purposes of the Act and to comply, and 

to enforce compliance by its members 

and persons associated with its 

members, with the Act, the rules and 

regulations thereunder, and the rules of 

the exchange.23 The Commission finds 

that the proposal also is consistent with 

the requirements of Section 6(b)(3) of 

the Act, which provides that the rules 

of an exchange must assure a fair 

representation of its members in the 

selection of its directors and 

administration of its affairs and provide 

that one or more directors shall be 

representative of issuers and investors 

and not be associated with a member of 

the exchange, broker, or dealer.24 In 

addition, the Commission finds that the 

proposal is consistent with Section 

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

the rules of the exchange be designed, 

among other things, 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.25 Finally, the 

Commission finds that the proposal is 

consistent with Section 6(b)(7) of the 

Act, which requires that the rules of the 

exchange provide a fair procedure for 

the disciplining of its members and 

persons associated with members, the 

denial of membership to any person 

seeking membership therein, the barring 

of any person from becoming associated 

with a member thereof, and the 

prohibition or limitation by the 

exchange with respect to access to 

services offered by the exchange or a 

member thereof.26

The Exchange represents that the 

proposed CFR would be a successor to 

the current CFR, which is a committee 

of the NYSE Regulation’s Board of 

Directors that reviews appeals of 

Exchange disciplinary actions, and the 

Committee on Securities, which is a 

committee of the Exchange’s Board that 

reviews determinations to limit or 

prohibit the continued listing of an 

issuer’s securities on the Exchange.27

The Exchange also proposes to 

incorporate the responsibilities of the 

Market Performance Committee and the 

Regulatory Advisory Committee into the 

proposed CFR.28 According to the 

Exchange, the Market Performance 

Committee acts in an advisory capacity 

regarding trading rules and other 

matters within its charter, and the 

Regulatory Advisory Committee acts in 

an advisory capacity regarding 

disciplinary matters and regulatory 

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6314 Federal Register / Vol. 81, No. 24 / Friday, February 5, 2016 / Notices 

29See id. The Exchange notes that the same 

categories of NYSE MKT members that were 

represented on the Market Performance Committee 

and the Regulatory Advisory Committee would be 

represented on the proposed CFR. See id. 

30See id. 

31See note 11, supra. 

32See Notice, supra note 4, at 79118. 

33 15 U.S.C. 78f(b)(1). 

34 15 U.S.C. 78f(b)(3). 

35The Exchange notes that market makers on the 

Exchange’s equity market are called DMMs and on 

NYSE Amex Options are called specialists. See 

Notice, supra note 4, at 79118 n.9. 

36See id. 

37 15 U.S.C. 78f(b)(3). 

38See Notice, supra note 4, at 79119. According 

to the Exchange, any such appeals panel would 

have no other role in the appellate process. See id. 

39See id. 

40 15 U.S.C. 78f(b)(3) and 15 U.S.C. 78f(b)(7). 

41 15 U.S.C. 78f(b)(5). 

42 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

rules other than trading rules.29

Therefore, the Exchange proposes to 

expand the proposed CFR’s 

responsibilities to include acting in an 

advisory capacity to the Board with 

respect to disciplinary matters, the 

listing and delisting of securities, 

regulatory programs, rulemaking and 

regulatory rules, including trading 

rules.30 The Commission notes that the 

proposed CFR incorporates the salient 

features of the current CFR, including 

the requirement that the CFR be 

comprised of both Exchange directors 

who satisfy the Exchange’s 

independence requirements,31 as well 

as persons who are not directors, and 

that a majority of the members of the 

CFR voting on a matter subject to a vote 

of the CFR must be directors of the 

Exchange.32 As such, the Commission 

finds that the Exchange’s proposed 

revisions to its appellate procedure for 

disciplinary matters and for 

determinations to limit or prohibit the 

continued listing of an issuer’s 

securities on the Exchange ensures 

sufficient independence of the appellate 

function of the Exchange, and therefore 

helps to ensure that the exchange is 

organized and has the capacity to carry 

out the purposes of the Act, as required 

by Section 6(b)(1) of the Act.33

The Commission also finds that the 

composition of the proposed CFR 

ensures the fair representation of 

members in the administration of the 

Exchange’s affairs.34 Proposed Section 

2.03(h)(iii) of the Exchange’s Operating 

Agreement provides that, among the 

persons on the proposed CFR, who are 

not directors, at least one individual 

from each of the following categories 

must be on the CFR: (i) Individuals who 

are associated with a Member 

Organization that engages in a business 

involving substantial direct contact with 

securities customers, (ii) individuals 

who are associated with a Member 

Organization and registered as a DMM 

or specialist,35 and (iii) individuals who 

are associated with a Member 

Organization and have as a substantial 

part of their business the execution of 

transactions on the trading floor of the 

Exchange for other than their own 

account or the account of his or her 

Member Organization, but are not 

registered as a DMM or specialist.36

Because NYSE MKT members will serve 

on the proposed CFR, which will be 

charged with acting in an advisory 

capacity to the Board with respect to 

disciplinary matters, the listing and 

delisting of securities, regulatory 

programs, rulemaking and regulatory 

rules, including trading rules, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(3) of the Act.37

The Exchange also proposes to amend 

Exchange Rule 476(f) to permit the CFR 

to appoint an appeals panel, consisting 

of at least three and no more than five 

individuals, which would conduct a 

review of any disciplinary 

determination on behalf of the CFR, and 

make a recommendation to the CFR 

regarding the disposition of such 

appeal.38 According to the Exchange, an 

appeals panel appointed by the CFR for 

equity matters would be composed of at 

least one director and one member or 

individual associated with an equities 

member organization, and an appeals 

panel appointed for options matters 

would be composed of at least one 

director and one member or individual 

associated with an options member 

organization.39 The Commission finds 

that the Exchange’s proposal with 

respect to the proposed composition 

and the role of an appeals panel is 

consistent with Sections 6(b)(3) and 

6(b)(7) of the Act.40

Finally, the Commission finds that it 

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

Act for the Exchange to make various 

technical and conforming revisions to 

its Rules.41

IV. Conclusion 

It is therefore ordered, pursuant to 

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

proposed rule change (SR–NYSEMKT– 

2015–106) is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.42

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02198 Filed 2–4–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77007; File No. SR–Phlx– 

2016–12] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX LLC; Notice of 

Filing of Proposed Rule Change To 

Adopt a Limit Order Protection and a 

Market Order Protection 

February 1, 2016. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on January 

21, 2016, NASDAQ OMX PHLX LLC 

(‘‘Phlx’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

NASDAQ OMX PSX Rule 3307, entitled 

‘‘Processing of Orders’’ to adopt a Limit 

Order Protection or ‘‘LOP’’ and a Market 

Order Protection for members accessing 

PSX. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://

nasdaqomxphlx.cchwallstreet.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 

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. 

mstockstill on DSK4VPTVN1PROD with NOTICES