60382 Federal Register / Vol. 73, No. 198 / Friday, October 10, 2008 / Notices 

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

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

6 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. 

guidelines set forth above. Where 

appropriate, the Exchange may apply 

the Aberrant Report Indicator to trades 

that were reported prior to the adoption 

of this policy. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Exchange Act,4 in 

general, and furthers the objectives of 

Section 6(b)(5) of the Exchange Act,5 in 

particular in that it is designed 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. 

In particular, the Aberrant Report 

Indicator is consistent with the 

protection of investors and the public 

interest in that the Exchange will seek 

to ensure a proper understanding of the 

Aberrant Report Indicator among 

securities market participants by: (i) 

Urging vendors to disclose the exclusion 

from high, low or last sale price data of 

any aberrant trades excluded from high, 

low or last sale price information they 

disseminate and to provide to data users 

an explanation of the parameters used 

in the Exchange’s aberrant trade policy; 

(ii) informing the affected listed 

company each time the Exchange or 

another market appends the Aberrant 

Report Indicator to a trade in an NYSElisted stock; and (iii) reminding the 

users of the information that these are 

still valid trades in that they were 

executed and not unwound as in the 

case of a clearly erroneous trade. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

From time to time, the Exchange has 

received comments from representatives 

of its listed companies that a trade 

report for a transaction in the stock of 

that listed company is inconsistent with 

the prevailing market for that stock and 

that the inconsistent trade price has 

inappropriately distorted the high, low 

and last sale price calculations for the 

listed company. While those 

commenters have not submitted formal, 

written comments on the proposal, the 

Exchange has incorporated some of their 

ideas into the proposal and this 

proposed rule change reflects their 

input. The Exchange has not received 

any unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date 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 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 Exchange 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2008–91 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–2008–91. This file 

number should be included on the 

subject line if e-mail 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 inspection and copying 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. 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–NYSE–2008–91 and should 

be submitted on or before October 31, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–24181 Filed 10–9–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58740; File No. SR–NYSE– 

2008–98] 

Self-Regulatory Organizations; Notice 

of Filing by New York Stock Exchange 

LLC To Adopt an Additional Initial 

Listing Standard for Operating 

Companies 

October 6, 2008. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on October 

1, 2008, New York Stock Exchange LLC 

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

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule changes 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 changes from interested 

persons. 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 198 / Friday, October 10, 2008 / Notices 60383 

4The Commission notes that NYSE is also 

proposing to adopt a new initial listing standard 

applicable only to companies transferring from 

NYSE Arca. See Securities Exchange Act Release 

No. 58741 (October 6, 2008) (SR–NYSE–2008–97). 

5 $60 million in the case of IPOs and $100 million 

for all other companies. 

6The total assets and stockholders equity that the 

Exchange will use for qualification purposes will be 

taken from the company’s most recent balance sheet 

included in an SEC filing, in each case as adjusted 

pursuant to Sections 102.01C(I)(3)(a) (adjusting for 

the use of offering proceeds) and (b) (adjusting for 

the effects of acquisitions and dispositions) as 

applicable. The adjustments referenced in the prior 

sentence enable the Exchange to analyze the 

company’s balance sheet at the time of listing on 

a pro forma basis to reflect the infusion of new 

capital from a concurrent financing or the balance 

sheet effects of any acquisition or disposition of 

assets taking place in conjunction with the listing. 

This is consistent with the Exchange’s approach in 

listing companies under its existing initial listing 

standards and the Exchange believes that making 

these pro forma adjustments provides a more 

accurate understanding of the entity that will 

actually list. The Exchange also adjusts listing 

applicants’ market capitalization and public float to 

give effect to any new shares issued at the time of 

listing. All of these adjustments are typical of the 

financial presentation provided by companies in 

their offering prospectuses that are reviewed by the 

Division of Corporation Finance and included in 

the related registration statements declared effective 

by the Division of Corporation Finance. In the case 

of companies listing in connection with an IPO, the 

company’s underwriter (or, in the case of a spin-off, 

the parent company’s investment banker or other 

financial advisor) must provide a written 

representation that demonstrates the company’s 

ability to meet the $150 million global market 

capitalization requirement based upon the 

completion of the offering (or distribution). 

7See 34–58550 (September 15, 2008) (SR–NYSE– 

2008–68). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 102.01C of the Exchange’s 

Listed Company Manual (the ‘‘Manual’’) 

to adopt an additional initial listing 

standard under which companies may 

qualify to list on the Exchange. The 

Exchange also proposes to apply the 

continued listing standard applicable 

under Section 802.01B to companies 

listed under the Earnings Test to 

companies listed under the proposed 

new initial listing standard.4

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.nyse.com), at the 

Exchange’s Office of the Secretary, 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 

NYSE 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 

The Exchange proposes to amend 

Section 102.01C of the Manual to adopt 

an additional initial listing standard 

under which companies may qualify to 

list on the Exchange. The Exchange also 

proposes to apply the continued listing 

standard applicable under Section 

802.01B to companies listed under the 

Earnings Test to companies listed under 

the proposed new initial listing 

standard. 

The proposed new standard (the 

‘‘Assets and Equity Test’’) will not 

replace any of the existing initial listing 

standards set forth in Section 102.01C. 

Rather it will be an additional 

alternative standard under which 

companies may qualify to list. 

Companies qualifying to list under the 

proposed new standard will have to 

meet the same holders, publicly-held 

shares and trading volume requirements 

as set forth in Section 102.01A as 

companies that list under the existing 

initial listing standards and must meet 

the same market value of publicly-held 

shares requirements 5 and $4 stock price 

requirement in Section 102.01B as 

companies that list under the existing 

initial listing standards in Section 

102.01C. In addition, at the time of 

listing, they will be required to have, at 

a minimum, (i) $75 million in total 

assets, (ii) $50 million in stockholders’ 

equity and (iii) $150 million of total 

market capitalization.6 In considering 

the listing under the Assets and Equity 

Test of companies transferring from 

other markets, the Exchange will 

consider whether the company’s 

business prospects and operating results 

indicate that the company’s market 

capitalization value is likely to be 

sustained or increase over time. 

While companies that list under the 

Assets and Equity Test will not be 

required to have any minimum 

operating history prior to listing, 

companies that would otherwise have 

been considered for listing under 

Section 102.06 of the Manual—the 

Exchange’s Acquisition Company 

standard (i.e., ‘‘SPACs’’)—will not 

qualify for listing under the Assets and 

Equity Test. SPACs will continue to be 

listed only under Section 102.06. 

Companies qualifying under the Assets 

and Equity Test will be subject to the 

same continued listing standard in 

Section 802.01B as companies that 

qualify under the Earnings Test, i.e., 

they will be considered to be below 

compliance standards if their average 

global market capitalization over a 

consecutive 30 trading-day period is 

less than $75 million and, at the same 

time, total stockholders’ equity is less 

than $75 million. Of course, the holders, 

trading volume and publicly-held shares 

requirements of Section 802.01A, the 

$25 million global market capitalization 

requirement in Section 802.01B, the 

$1.00 minimum stock price requirement 

in Section 802.01C, Section 802.01D 

(‘‘Other Criteria’’), and Section 802.01E 

(‘‘SEC Annual Report Timely Filing 

Criteria’’) will also apply. 

Companies may apply to list under 

the Assets and Equity Test that have not 

previously had their common equity 

securities registered under the Act but 

which have sold common equity 

securities in a private placement, and 

wish to list their common equity 

securities on the Exchange at the time 

of effectiveness of a registration 

statement filed solely for the purpose of 

allowing existing shareholders to sell 

their shares. These companies will be 

required to demonstrate a global market 

capitalization of $180 million. In such 

cases, the Exchange may exercise its 

discretion to determine that such a 

company has met the global market 

capitalization requirement based on a 

combination of both (i) an independent 

third party valuation of the company 

and (ii) the most recent trading price for 

the company’s common stock in a 

trading system for unregistered 

securities operated by a national 

securities exchange or a registered 

broker-dealer. The lesser of these values 

will be used for determining the 

company’s compliance with the 

Exchange’s global market capitalization 

requirement. 

The Exchange recently adopted 

provisions in relation to all of its 

existing initial listings standards that 

enable it to use third party valuations as 

a basis for determining compliance with 

the applicable market capitalization 

requirements.7 The circumstances under 

which third party valuations may be 

used in connection with listings under 

the Assets and Equity Test will be 

identical to those that are applied under 

the existing initial listing standards. In 

particular, companies listing on this 

basis will be required to demonstrate a 

global market capitalization of $180 

mstockstill on PROD1PC66 with NOTICES

60384 Federal Register / Vol. 73, No. 198 / Friday, October 10, 2008 / Notices 

8See Amex Initial Listing Standard 4 (Amex 

Company Guide Section 101(d)). Companies may 

list under Amex Initial Listing Standard 4 without 

demonstrating any minimum market capitalization 

if the company has total assets and total revenue of 

$75 million each in its last fiscal year, or in two 

of its last three fiscal years. 

9The Exchange believes that its round lot holder 

requirement is at least as stringent as the Amex’s 

public holders requirement, as the Amex counts all 

public holders regardless of how insignificant their 

holdings may be. 

10 17 CFR 240.a51–1(a)(ii). 

11 15 U.S.C. 78f(b)(5). 

million, representing a 20% increase 

over the general market capitalization 

requirement of the listing standard, as is 

the case with companies utilizing a 

third party valuation under any of the 

other original listing standards. The 

Exchange believes that it is appropriate 

to use third party valuations in 

connection with the determination of 

the market capitalization of companies 

listing under the Assets and Equity test, 

as the requirement that the market 

capitalization demonstrated must be 

20% higher than that normally required 

under the standard and the additional 

reliance on private market trading prices 

as a verification of the adequacy of the 

valuation in each case constitute, in the 

Exchange’s view, significant safeguards 

to ensure the validity of the market 

capitalization derived from the third 

party valuation. 

The Exchange believes that, upon 

adoption of the proposed Assets and 

Equity Test, its listing standards will 

continue to ensure that only companies 

of a significant size and financial 

standing will be able to list on the 

Exchange. The Exchange notes that, 

while many companies will qualify for 

listing under the Assets and Equity Test 

that do not qualify under any other 

Exchange listing standard, many 

companies will continue to qualify to 

list on Nasdaq or the American Stock 

Exchange that will not meet any of the 

Exchange’s initial listing standards. 

The Assets and Equity Test requires 

all of the elements that must be met by 

a company listing under the total value 

of market capitalization option of Amex 

Initial Listing Standard 4.8 However, the 

Assets and Equity Test establishes 

equivalent or higher thresholds for each 

of the relevant criteria. Under Amex 

Initial Listing Standard 4, a company 

may list if it has a total market 

capitalization of $75 million, while the 

Assets and Equity Test requires a 

minimum total market capitalization of 

at least $150 million, as well as $75 

million in total assets and $50 million 

in stockholders’ equity. Amex Initial 

Listing Standard 4 requires $20 million 

of publicly-held shares, while 

companies listing under the Assets and 

Equity Test must have either $60 

million (for IPOs) or $100 million (for 

all other companies) of publicly-held 

shares. The Amex will list a company 

that has 400 public holders and 1 

million publicly-held share, while the 

minimum distribution required by the 

NYSE is 400 round lot holders and 1.1 

million publicly-held shares.9

The Exchange’s listing standards after 

adoption of the proposed Assets and 

Equity Test will exceed those 

established by Exchange Act Rule 3a51– 

1(a)(2) (the ‘‘Penny Stock Rule’’).10 The 

proposed standard’s $50 million 

stockholders’ equity requirement 

exceeds the $5 million option and the 

proposed standard’s $150 million total 

market capitalization requirement 

exceeds the $50 million market 

capitalization option in the Penny Stock 

Rule. In addition, the Exchange requires 

all initial listings, regardless of which 

standard they are listed under, to have 

$60 million (in the case of IPOs) or $100 

million (in all other cases) of market 

capitalization of publicly-held shares, a 

$4 stock price, 400 round lot holders 

and 1.1 million publicly held shares, 

thereby meeting or exceeding all of the 

Penny Stock Rule’s remaining 

requirements. 

Companies listing under the Assets 

and Equity Test will have to comply 

with all other applicable Exchange 

listing rules, including the Exchange’s 

corporate governance requirements. As 

with all other listing applicants, the 

Exchange reserves the right to deny 

listing to any company seeking to list 

under the Assets and Equity Test if the 

Exchange determines that the listing of 

any such company is not in the interests 

of the Exchange or the public interest. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 11 that an 

exchange have rules that are 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, in general, to protect investors and 

the public interest. The Exchange 

believes that the proposed amendment 

is consistent with the protection of 

investors and the public interest in that 

the requirements of the proposed new 

listing standard will ensure that only 

companies of a suitable size will qualify 

for listing and many companies that are 

eligible to list on other national 

securities exchanges will continue to be 

ineligible for listing on the Exchange. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purpose of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments on the proposed 

rule change were neither solicited nor 

received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date 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 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 Exchange 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2008–98 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–2008–98. This file 

number should be included on the 

subject line if e-mail 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 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 198 / Friday, October 10, 2008 / Notices 60385 

12 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, e.g., Securities Exchange Act Release No. 

57701 (April 23, 2008), 73 FR 23281 (April 29, 

2008) (SR–NYSEArca–2008–20). 

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

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

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 inspection and copying 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. 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–NYSE–2008–98 and should 

be submitted on or before October 31, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–24182 Filed 10–9–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58720; File No. SR– 

NYSEArca–2008–104] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to Continued 

Listing Criteria Applicable to Equity 

Linked Notes and ‘‘Other Securities’’ 

October 2, 2008. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on 

September 30, 2008, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 

NYSE Arca, through its wholly owned 

subsidiary NYSE Arca Equities, Inc. 

(‘‘NYSE Arca Equities’’ or the 

‘‘Corporation’’), proposes to adopt NYSE 

Arca Equities Rules 5.5(i) and 5.5(j) to 

specify continued listing criteria 

applicable to securities listed on the 

Exchange pursuant to NYSE Arca 

Equities Rules 5.2(j)(1) (‘‘Other 

Securities’’) and 5.2(j)(2) (‘‘Equity 

Linked Notes’’), respectively. The text of 

the proposed rule change is available on 

the Exchange’s Web site at 

www.nyse.com, at the Exchange’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 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to adopt 

NYSE Arca Equities Rules 5.5(i) and 

5.5(j) to specify continued listing 

criteria applicable to securities listed on 

the Exchange pursuant to NYSE Arca 

Equities Rules 5.2(j)(1) (‘‘Other 

Securities’’) and 5.2(j)(2) (‘‘Equity 

Linked Notes’’ or ‘‘ELNs’’), respectively. 

NYSE Arca Equities Rule 5.2(j)(1) 

provides that the Exchange will 

consider listing any security not 

otherwise covered by the requirements 

of NYSE Arca Equities Rule 5.2 subject 

to specified initial listing requirements, 

including minimum number of publicly 

held trading units and minimum 

principal amount/market value, the 

required minimum number of public 

beneficial holders, and required issuer’s 

total assets and net worth. NYSE Arca 

Equities Rule 5.2(j)(2) sets forth initial 

listing requirements applicable to ELNs, 

including numerical listing standards 

applicable to the ELN’s issuer, the issue 

itself, and the underlying security for 

the ELN. 

Securities listed under NYSE Arca 

Equities Rules 5.2(j)(1) and 5.2(j)(2) are 

subject to trading suspension or 

delisting pursuant to standards set forth 

in Rule 5.5(l) (‘‘Other Reasons for 

Suspending or Delisting’’). Proposed 

NYSE Arca Equities Rule 5.5(i) and 

5.5(j) would provide that the 

Corporation will commence delisting or 

removal proceedings (unless the 

Commission has approved the 

continued trading of an issue of 

securities listed pursuant to Rule 

5.2(j)(1) or Rule 5.2(j)(2), respectively), if 

the aggregate market value or the 

principal amount of the securities 

publicly held is less than $400,000, or 

if such other event shall occur or 

condition exists which in the opinion of 

the Corporation makes further dealings 

on the Corporation inadvisable. 

The proposed minimum standard of 

$400,000 is the same as the minimum 

maintenance criterion for principal 

amount of securities publicly held 

previously approved by the Commission 

for securities listed on the Exchange 

under Rule 5.2(j)(6) (Equity IndexLinked Securities, Commodity-Linked 

Securities, Currency-Linked Securities, 

Fixed Income Index-Linked Securities, 

Futures-Linked Securities and 

Multifactor Index-Linked Securities).4

The Exchange believes that the 

proposed criteria provide an adequate 

minimum threshold for the dollar 

principal amount of derivatively-priced 

securities such as those listed under 

Rules 5.2(j)(1) and 5.2(j)(2) to permit 

sufficient market liquidity, and provides 

flexibility to the Exchange to commence 

delisting proceedings based on other 

events or conditions that may occur. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 5 of the 

Securities Exchange Act of 1934 

(‘‘Act’’), in general, and furthers the 

objectives of Section 6(b)(5) 6 of the Act, 

in particular in that 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 facilitating 

transactions in securities, and to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system. The 

mstockstill on PROD1PC66 with NOTICES