35220 Federal Register / Vol. 74, No. 137 / Monday, July 20, 2009 / Notices 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4See Securities Exchange Act Release No. 59299 

(January 27, 2009), 74 FR 5709 (January 30, 2009) 

(SR–NYSE–2009–06). 5Section 802.01B of the Manual provides that the 

Exchange will promptly delist any company 

(including limited partnerships and REITs) if it is 

determined that the company has an average global 

market capitalization over a consecutive 30 tradingday period of less than $25 million, regardless of 

the original listing standard under which it listed. 

A company is not eligible to utilize the cure 

procedures set forth in Sections 802.02 and 802.03 

with respect to this criterion and instead is 

immediately subject to the Exchange’s delisting 

procedures set forth in Section 804 of the Manual. 

6See Securities Exchange Act Release No. 59510 

(March 4, 2009), 74 FR 10636 (March 11, 2009) (SR– 

NYSE–2009–21). 

7See Securities Exchange Act Release No. 49154 

(January 29, 2004), 69 FR 5633 (February 5, 2004) 

(SR–NYSE–2003–43). 

8 17 CFR 240.a51–1(a). [sic] 

9 17 CFR 240.a51–1(a)(2)(i). [sic] 

10 17 CFR 240.a51–1(a)(2)(ii). [sic] 

11 3a51–1(a)(2)(i)(A)(2). [sic] 

12Rule 3a51–1(a)(2)(i)(B). 

13 15 U.S.C. 78f(b). 

14See 15 U.S.C. 78a. 

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

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60305; File No. SR–NYSE– 

2009–66] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC To Lower Its 

Market Capitalization Continued 

Listing Standard 

July 14, 2009. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on July 2, 2009, New York Stock 

Exchange, LLC (the ‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange has 

designated this proposal eligible for 

immediate effectiveness pursuant to 

Rule 19b–4(f)(6) 3 under the Exchange 

Act. 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 

permanently lower its market 

capitalization continued listing standard 

set forth in Section 802.01B of the 

Exchange’s Listed Company Manual 

(the ‘‘Manual’’) from $25 million to $15 

million. 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 

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 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 

In response to the unusual market 

conditions over the last twelve months, 

the Exchange previously adopted a 

policy (by means of an immediately 

effective rule filing 4) providing that, 

through April 22, 2009, its average 

global market capitalization continued 

listing standard will apply only to 

companies (including limited 

partnerships and real estate investment 

trusts (‘‘REITs’’)) whose average global 

market capitalization over a consecutive 

30 trading-day period falls below $15 

million.5 In a subsequent filing, the 

Exchange extended the period for which 

it temporarily lowered its market 

capitalization continued listing 

standard, so that the lower standard is 

currently in place through June 30, 

2009.6 The Exchange now proposes to 

make permanent this lowering of its 

market capitalization continued listing 

standard (including as it applies to 

limited partnerships and REITs). 

The Exchange notes that it adopted its 

$25 million average global market 

capitalization requirement as recently as 

2004—at a time when stock prices were 

far higher than they are currently—and 

that the requirement prior to that date 

was $15 million.7 In addition, the 

temporary lowering of the standard 

through June 30, 2009, has provided the 

Exchange with more recent experience 

with the continued listing of companies 

whose average global market 

capitalization exceeds $15 million but is 

lower than $25 million. This experience 

has made the Exchange comfortable 

allowing the continued listing of 

companies that have a market 

capitalization above $15 million but 

below $25 million, because the 

Exchange’s experience has been that, 

where these companies are otherwise in 

compliance with all of the Exchange’s 

other qualitative and quantitative 

continued listing standards, they remain 

viable enterprises and suitable for 

auction market trading. The Exchange 

also notes that, unlike with the 

Exchange’s other quantitative listing 

standards, Section 802.01B does not 

provide companies with any period of 

time to take steps to attempt to regain 

compliance with the standard. The 

Exchange further notes that its 

continued listing standards after 

permanent adoption of the $15 million 

market capitalization continued listing 

standard will continue to be at least as 

stringent as those of any other national 

securities exchange. Consequently, the 

Exchange believes that the proposed 

amendment is consistent with the 

protection of investors and the public 

interest and does not raise any novel 

regulatory issues. In addition, the 

proposed amendment does not affect the 

status of NYSE listed securities under 

Securities Exchange Act Rule 3a51–1(a) 

(the ‘‘Penny Stock Rule’’),8 as the 

Exchange’s initial listing standards 

satisfy the requirements of Rule 3a51– 

1(a)(2)(i) 9 and the continued listing 

standards as amended are reasonably 

related to those initial listing standards, 

as required by 3a51–1(a)(2)(ii).10 In 

particular, the $15 million market 

capitalization continued listing standard 

is reasonably related to (i) the market 

value of listed securities of $50 million 

for 90 consecutive days prior to 

applying for listing initial listing 

requirement of Rule 3a51– 

1(a)(2)(i)(A)(2) 11 and (ii) the market 

value of listed securities of $50 million 

initial listing requirement of Rule 3a51– 

1(a)(2)(i)(B).12

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 13 of the Securities 

Exchange Act of 1934 (the ‘‘Act’’),14 in 

general, and furthers the objectives of 

Section 6(b)(5) 15 of the Act 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 


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Federal Register / Vol. 74, No. 137 / Monday, July 20, 2009 / Notices 35221 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). Pursuant to Rule 19b– 

4(f)(6)(iii) under the Act, the Exchange is required 

to give the Commission written notice of its intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Commission 

has determined to waive this requirement. 

18 17 CFR 240.19b–4(f)(6). 

19 17 CFR 240.19b–4(f)(6)(iii). 

20See supra note 7. 

21See The NASDAQ Stock Market LLC Rule 

5450. 

22For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

NYSE’s continued listing requirements 

as amended by the proposed rule 

change remain at least as stringent as 

those of any other national securities 

exchange and, consequently, the 

proposed amendment is consistent with 

the protection of investors and the 

public interest. 

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 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change: (i) 

Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) does not become operative for 30 

days after the date of the filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest, the proposed rule change has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 16 and Rule 19b– 

4(f)(6) thereunder.17

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 18 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 19

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has 

requested that the Commission waive 

the 30-day operative delay. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because the proposal will return the 

Exchange’s market capitalization 

continued listing standard to the same 

level that it was in 2004 to $15 

million.20 In addition, the Commission 

notes that the $15 million market 

capitalization standard, which 

immediately subjects a company failing 

to meet this standard to the Exchange’s 

delisting procedures in Section 804 of 

the Manual, is at least as stringent as the 

continued listing requirements of 

another national securities exchange.21

For these reasons, the Commission 

believes that the proposed rule change 

does not raise any new regulatory 

issues. Accordingly, the Commission 

designates that the proposed rule 

change become operative immediately 

upon filing.22

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

the 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 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–2009–66 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2009–66. 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, 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– 

2009–66 and should be submitted on or 

before August 10, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–17139 Filed 7–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60304; File No. SR–DTC– 

2009–11] 

Self-Regulatory Organizations; the 

Depository Trust Company; Notice of 

Filing of Proposed Rule Change To 

Eliminate One of the Indemnity Surety 

Programs in the Profile Modification 

System 

July 14, 2009. 

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 11, 

2009, The Depository Trust Company 

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

Exchange Commission (‘‘Commission’’) 

the proposed rule change described in 

Items I, II, and III below, which items 

have been prepared primarily by DTC. 

The Commission is publishing this 

notice to solicit comments on the 


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