Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 44229 

71 15 U.S.C. 78q–1. 

72 In approving the Proposed Rule Changes, the 

Commission considered the proposals’ impact on 

efficiency, competition and capital formation. 15 

U.S.C. 78c(f). 

73 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. 80933 

(June 15, 2017), 82 FR 28200 (June 20, 2017). 

5See Securities Exchange Act Release No. 81309 

(August 3, 2017), 82 FR 37244 (August 9, 2017). 

6See Notice, infra note 7, at n. 8, which describes 

the changes proposed in Amendment No. 2 from 

the original proposal. Amendment No. 2 replaced 

the original proposal in its entirety so the 

description below describes the proposal, as 

modified by Amendment No. 2. 

7See Securities Exchange Act Release No. 81440 

(August 18, 2017), 82 FR 40183 (August 24, 2017) 

(‘‘Notice’’). 

8See Letter from James J. Angel, Associate 

Professor of Finance, Georgetown University, to 

SEC (July 28, 2017). 

9Section 102.01B of the Manual states that a 

company must demonstrate ‘‘. . . an aggregate 

market value of publicly-held shares of $40 million 

for companies that list either at the time of their IPO 

(C) or as a result of a spin-off or under the Affiliated 

Company standard or, for companies that list at the 

time of their Initial Firm Commitment Underwritten 

Public Offering (C), and $100,000,000 for other 

companies (D)(E).’’ Section 102.01B also requires a 

company to have a closing price, or if listing in 

connection with an IPO or Initial Firm Commitment 

Underwritten Public Offering, a price per share of 

at least $4.00 at the time of initial listing. 

10See Section 102.01B, Footnote (C) of the 

Manual which states that for companies listing at 

the time of their IPO or Initial Firm Commitment 

Underwritten Public Offering, the Exchange will 

rely on a written commitment from the underwriter 

to represent the anticipated value of the company’s 

offering. For spin-offs, the Exchange will rely on a 

representation from the parent company’s 

investment banker (or other financial advisor) in 

order to estimate the market value based upon the 

distribution ratio. 

11The reference to a registration statement refers 

to a registration statement effective under the 

Securities Act of 1933 (‘‘Securities Act’’). 

12See Section 102.01B, Footnote (E) of the 

Manual. 

13See Section 102.01B, Footnote (E) of the 

Manual which sets forth specific requirements for 

the Valuation. Among other factors, any Valuation 

used for purposes of Footnote (E) must be provided 

by an entity that has significant experience and 

demonstrable competence in the provision of such 

valuations. 

14Section 102.01B, Footnote (E) also sets forth 

specific factors for relying on a Private Placement 

Market Price including that such price must be a 

Continued 

Section 17A of the Act 71 and the rules 

and regulations thereunder. 

It is therefore ordered, pursuant to 

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

proposed rule changes SR–DTC–2017– 

013, SR–NSCC–2017–012, and SR– 

FICC–2017–016 be, and hereby are, 

approved.72

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.73

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20089 Filed 9–20–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81640; File No. SR–NYSE– 

2017–30] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change, as Modified by 

Amendment No. 2, To Amend Section 

102.01B of the NYSE Listed Company 

Manual To Provide for the Listing of 

Companies That List Without a Prior 

Exchange Act Registration and That 

Are Not Listing in Connection With an 

Underwritten Initial Public Offering and 

Related Changes to Rules 15, 104, and 

123D 

September 15, 2017. 

I. Introduction 

On June 13, 2017, New York Stock 

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

filed with the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’), 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’) 2 and Rule 19b–4 

thereunder,3 a proposed rule change to 

amend (i) Footnote (E) to Section 

102.01B of the NYSE Listed Company 

Manual (the ‘‘Manual’’) to modify the 

provisions relating to the qualification 

of companies listing without a prior 

Exchange Act registration; (ii) Rule 15 to 

add a Reference Price for when a 

security is listed under Footnote (E) to 

Section 102.01B; (iii) Rule 104 to 

specify DMM requirements when a 

security is listed under Footnote (E) to 

Section 102.10B and there has been no 

trading in the private market for such 

security; and (iv) Rule 123D to specify 

that the Exchange may declare a 

regulatory halt in a security that is the 

subject of an initial listing on the 

Exchange. 

The proposed rule change was 

published for comment in the Federal 

Register on June 20, 2017.4 The 

Exchange filed Amendment No. 1 to the 

proposed rule change on July 28, 2017 

which, as noted below, was later 

withdrawn. On August 3, 2017, the 

Commission extended the time period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change, to 

September 18, 2017.5 On August 16, 

2017, the Exchange withdrew 

Amendment No. 1 and filed 

Amendment No. 2 to the proposed rule 

change, which amended and replaced 

the proposed rule change as originally 

filed.6 Amendment No. 2 was published 

for comment in the Federal Register on 

August 24, 2017.7 The Commission 

received one comment on the proposal.8

This order institutes proceedings under 

Section 19(b)(2)(B) of the Exchange Act 

to determine whether to approve or 

disapprove the proposal. 

II. Description of the Amended 

Proposal 

1. Listing Standards 

Generally, Section 102 of the Manual 

sets forth the minimum numerical 

standards for domestic companies, or 

foreign private issuers that choose to 

follow the domestic standards, to list 

equity securities on the Exchange. 

Section 102.01B of the Manual requires 

a listed company to demonstrate at the 

time of listing an aggregate market value 

of publicly-held shares of either $40 

million or $100 million, depending on 

the type of listing.9 Section 102.01B also 

states that, in these cases, the Exchange 

relies on written representations from 

the underwriter, investment banker or 

other financial advisor, as applicable, 

with respect to this valuation.10 While 

Footnote (E) to Section 102.01B states 

that the Exchange generally expects to 

list companies in connection with a firm 

commitment underwritten initial public 

offering (‘‘IPO’’), upon transfer from 

another market, or pursuant to a spinoff, Section 102.01B of the Manual also 

contemplates that companies that have 

not previously had their common equity 

securities registered under the Exchange 

Act, but which have sold common 

equity securities in a private placement, 

may wish to list their common equity 

securities on the Exchange at the time 

of effectiveness of a registration 

statement 11 filed solely for the purpose 

of allowing existing shareholders to sell 

their shares.12 Specifically, Footnote (E) 

to Section 102.01B of the Manual 

permits the Exchange, on a case by case 

basis, to exercise discretion to list such 

companies and provides that the 

Exchange will determine that such a 

company has met the $100 million 

aggregate market value of publicly-held 

shares requirement based on a 

combination of both (i) an independent 

third-party valuation (a ‘‘Valuation’’) 13

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 (a ‘‘Private 

Placement Market’’).14 Under the 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
44230 Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 

consistent with a sustained history of trading over 

several months prior to listing. 

15See Notice supra note 7 at 40184. 

16 Id. at 40186. 

17 Id. at 40184. 18 Id. 19 Id. In its proposal, the Exchange stated that it 

believed that it is unlikely that any Valuation 

would reach a conclusion that was incorrect to the 

degree necessary for a company using this provision 

to fail to meet the $100 million requirement upon 

listing, in particular because any Valuation used for 

this purpose must be provided by an entity that has 

significant experience and demonstrable 

competence in the provision of such valuations. 

20For purposes of this provision, ‘‘investment 

banking services’’ includes, without limitation, 

acting as an underwriter in an offering for the 

issuer; acting as a financial adviser in a merger or 

acquisition; providing venture capital, equity lines 

of credit, PIPEs (private investment, public equity 

transactions), or similar investments; serving as 

placement agent for the issuer; or acting as a 

member of a selling group in a securities 

underwriting. 

21Rule 15(b) also provides that a DMM will 

publish a pre-opening indication before a security 

opens if a security has not opened by 10:00 a.m. 

Eastern Time. 

current rules, the Exchange will 

attribute a market value of publicly-held 

shares to the company equal to the 

lesser of (i) the value calculable based 

on the Valuation and (ii) the value 

calculable based on the most recent 

trading price in a Private Placement 

Market. 

The Exchange has proposed three 

changes to Footnote (E) to Section 

102.01B of the Manual. First, the 

Exchange has proposed to amend such 

Footnote to explicitly permit the 

Exchange, on a case by case basis, to 

exercise its discretion to list companies 

whose stock is not previously registered 

under the Exchange Act upon 

effectiveness of only an Exchange Act 

registration statement, without any 

concurrent IPO or Securities Act 

registration, provided the company 

meets all other listing requirements. The 

Exchange noted that a company is able 

to become an Exchange Act registrant 

without a concurrent public offering by 

filing a Form 10 (or, in the case of a 

foreign private issuer, a Form 20–F) 

with the Commission, and expressed its 

belief that it is appropriate to list such 

companies immediately upon 

effectiveness of an Exchange Act 

registration statement without a 

concurrent Securities Act registration 

statement provided the company meets 

all other listing requirements.15 In 

articulating the statutory basis for its 

proposal, the Exchange stated that 

permitting companies to list upon 

effectiveness of an Exchange Act 

registration statement without a 

concurrent public offering or Securities 

Act registration is designed to protect 

investors and the public interest 

because such companies will be 

required to meet all of the same 

quantitative requirements met by other 

listing companies.16

Second, the Exchange has proposed to 

amend Footnote (E) to provide that, in 

the absence of any recent trading in a 

Private Placement Market, the Exchange 

will determine that a company has met 

its market value of publicly-held shares 

requirement if the company provides a 

recent Valuation evidencing a market 

value of publicly-held shares of at least 

$250 million. In proposing this change, 

the Exchange expressed the view that 

the current requirement of Footnote (E) 

to rely on recent Private Placement 

Market trading in addition to a 

Valuation may cause difficulties for 

certain companies that are otherwise 

clearly qualified for listing.17 The 

Exchange stated that some companies 

that are clearly large enough to be 

suitable for listing on the Exchange do 

not have their securities traded at all on 

a Private Placement Market prior to 

going public and, in other cases, the 

Private Placement Market trading is too 

limited to provide a reasonable basis for 

reaching conclusions about a company’s 

qualification.18 In proposing to adopt a 

Valuation that must be at least two-anda-half times the $100 million 

requirement of Section 102.01B of the 

Manual, the Exchange stated that this 

amount ‘‘will give a significant degree of 

comfort that the market value of the 

company’s shares will meet the [$100 

million] standard upon commencement 

of trading on the Exchange,’’ 

particularly because any such valuation 

‘‘must be provided by an entity that has 

significant experience and demonstrable 

competence in the provision of such 

valuations.’’ 19

Lastly, the Exchange proposed to 

further amend Footnote (E) by 

establishing certain criteria that would 

preclude a valuation agent from being 

considered ‘‘independent’’ for purposes 

of Footnote (E), which the Exchange 

believes will provide a significant 

additional guarantee of the 

independence of any entity providing 

such a Valuation. Specifically, the 

Exchange proposed that a valuation 

agent will not be deemed to be 

independent if: 

• At the time it provides such 

valuation, the valuation agent or any 

affiliated person or persons beneficially 

own in the aggregate as of the date of the 

valuation, more than 5% of the class of 

securities to be listed, including any 

right to receive any such securities 

exercisable within 60 days. 

• The valuation agent or any affiliated 

entity has provided any investment 

banking services to the listing applicant 

within the 12 months preceding the date 

of the valuation.20

• The valuation agent or any affiliated 

entity has been engaged to provide 

investment banking services to the 

listing applicant in connection with the 

proposed listing or any related 

financings or other related transactions. 

2. Trading Rules 

The Exchange also proposed to amend 

Exchange Rules 15, 104 and 123D, 

governing the opening of trading, to 

specify procedures for the opening trade 

on the day of initial listing of a company 

that lists under the proposed 

amendments to Footnote (E) to Section 

102.01B of the Manual, and did not 

have any recent trading in a Private 

Placement Market. 

Rule 15(b) provides that a designated 

market maker (‘‘DMM’’) will publish a 

pre-opening indication before a security 

opens if the opening transaction on the 

Exchange is anticipated to be at a price 

that represents a change of more than 

the ‘‘Applicable Price Range,’’ as 

specified in Rule 15(d), from a specified 

‘‘Reference Price,’’ as specified in Rule 

15(c).21 Rule 15(c)(1) specifies the 

Reference Price for a security other than 

an American Depository Receipt, which 

would be either (A) the security’s last 

reported sale price on the Exchange; (B) 

the security’s offering price in the case 

of an IPO; or (C) the security’s last 

reported sale price on the securities 

market from which the security is being 

transferred to the Exchange, on the 

security’s first day of trading on the 

Exchange. 

The Exchange proposed to amend 

Rule 15(c)(1) to add new sub-paragraph 

(D) to specify the Reference Price for a 

security that is listed under Footnote (E) 

to Section 102.01B of the Manual. The 

Exchange proposed that if such security 

has had recent sustained trading in a 

Private Placement Market prior to listing 

the Reference Price in such scenario 

would be the most recent transaction 

price in that market or, if not, the 

Reference Price used would be a price 

determined by the Exchange in 

consultation with a financial advisor to 

the issuer of such security. 

Rule 104(a)(2) provides that the DMM 

has a responsibility for facilitating 

openings and reopenings for each of the 

securities in which the DMM is 

registered as required under Exchange 

rules, which includes supplying 

liquidity as needed. The Exchange 

proposed to amend Rule 104(a)(2) to 

require the DMM to consult with the 

issuer’s financial advisor when 


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Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 44231 

22The Exchange stated that this requirement is 

based in part on Nasdaq Rule 4120(c)(9), which 

requires that a new listing on Nasdaq that is not an 

IPO have a financial advisor willing to perform the 

functions performed by an underwriter in 

connection with pricing an IPO on Nasdaq. 

23See Notice supra note 7 at 40185. 

24 Id. The Exchange noted that despite the 

proposed obligation to consult with the financial 

advisor, the DMM would remain responsible for 

facilitating the opening of trading of such security, 

and the opening of such security must take into 

consideration the buy and sell orders available on 

the Exchange’s book. Id. Accordingly, the Exchange 

stated that just as a DMM is not bound by an 

offering price in an IPO, and will open such a 

security at a price dictated by the buying and 

selling interest entered on the Exchange in that 

security, a DMM would not be bound by the input 

he or she receives from the financial advisor. Id. at 

40185–86. 

25 Id. at 40186. 

26 Id. 

27The Exchange stated that proposed Rule 

123D(d) is based in part on (i) Nasdaq Rule 

4120(c)(9), which provides that the process for 

halting and initial pricing of a security that is the 

subject of an IPO on Nasdaq is also available for the 

initial pricing of any other security that has not 

been listed on a national securities exchange or 

traded in the OTC market immediately prior to the 

initial public offering, provided that a broker-dealer 

serving in the role of financial advisor to the issuer 

of the securities being listed is willing to perform 

the functions under Rule 4120(c)(7)(B) that are 

performed by an underwriter with respect to an 

initial public offering and (ii) Nasdaq Rule 

4120(c)(8)(A), which provides that such halt 

condition shall be terminated when the security is 

released for trading on Nasdaq. 

28 Id. 29See supra note 8. 30 Id. at 2. 31 Id. at 3. 32 Id. 33 Id. 34 15 U.S.C. 78s(b)(2)(B). 

35 15 U.S.C. 78f(b)(5). 

36 Id. 

facilitating the opening on the first day 

of trading of a security that is listing 

under Footnote (E) to Section 102.01B of 

the Manual and that has not had recent 

sustained history of trading in a Private 

Placement Market prior to listing, in 

order to effect a fair and orderly opening 

of such security.22

The Exchange stated that it believes 

that such a financial advisor would have 

an understanding of the status of 

ownership of outstanding shares in the 

company and would have been working 

with the issuer to identify a market for 

the securities upon listing.23 As a result, 

it believes such financial advisor would 

be able to provide input to the DMM 

regarding expectations of where such a 

new listing should be priced, based on 

pre-listing selling and buying interest 

and other factors that would not be 

available to the DMM through other 

sources.24

In its proposal, the Exchange stated 

that the proposed amendments to both 

Rule 15 and Rule 104 are designed to 

provide DMMs with information to 

assist them in meeting their obligations 

to open a new listing under the 

proposed amended text of Footnote (E) 

to Section 102.01B of the Manual.25

The Exchange further proposed to 

amend its rules to provide authority to 

declare a regulatory halt for a non-IPO 

new listing. As proposed, Rule 123D(d) 

would provide that the Exchange may 

declare a regulatory halt in a security 

that is the subject of an initial pricing 

on the Exchange that has not been listed 

on a national securities exchange or 

traded in the over-the-counter market 

pursuant to FINRA Form 211 (‘‘OTC 

market’’) immediately prior to the initial 

pricing.26 In addition, proposed Rule 

123D(d) would provide that this 

regulatory halt would be terminated 

when the DMM opens the security.27

The Exchange stated its belief that it 

would be consistent with the protection 

of investors and the public interest for 

the Exchange, as a primary listing 

exchange, to have the authority to 

declare a regulatory halt for a security 

that is the subject of a non-IPO listing 

because it would ensure that a new 

listing that is not the subject of an IPO 

could not be traded before the security 

opens on the Exchange.28

III. Summary of Comment Letter 

Received 

The Commission received one 

comment letter on the proposal urging 

the Commission to approve the proposal 

promptly and without further delay.29

The commenter stated the belief that 

there is no public interest served in 

excluding the listing of a large company 

with many investors that does not need 

to raise additional capital through an 

IPO.30 The commenter further stated 

that in determining whether a company 

is large enough to meet the listing 

standards, if a company were to trade at 

a market capitalization far below the 

thresholds, it would harm the 

Exchange’s reputation not the investing 

public.31 The commenter further 

discussed concerns about how the 

NYSE will open the market for a 

security under the proposal when there 

is no reliable previous price or offering 

price.32 The commenter stated that if 

NYSE gets the ‘‘offering price ‘wrong,’ 

secondary market trading will quickly 

find the market price at which supply 

equals demand within a few minutes if 

not a few seconds.’’ 33

IV. Proceedings To Determine Whether 

To Approve or Disapprove SR–NYSE– 

2017–30 and Grounds for Disapproval 

Under Consideration 

The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Exchange Act 34 to 

determine whether the proposal should 

be approved or disapproved. Institution 

of such proceedings is appropriate at 

this time in view of the legal and policy 

issues raised by the proposal, as 

discussed below. Institution of 

disapproval proceedings does not 

indicate that the Commission has 

reached any conclusions with respect to 

any of the issues involved. 

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

Exchange Act, the Commission is 

providing notice of the grounds for 

disapproval under consideration. The 

Commission is instituting proceedings 

to allow for additional analysis and 

input concerning the proposed rule 

change’s consistency with the Exchange 

Act.35 In particular, the Commission is 

instituting proceedings to allow for 

additional analysis of the proposed rule 

change’s consistency with Section 

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

other things, that the rules of a national 

securities exchange be designed 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.36

The Commission notes that NYSE has 

proposed to adopt listing standards that 

would permit broadly, for the first time, 

the listing on the Exchange of a 

company immediately upon 

effectiveness of an Exchange Act 

registration statement for the purpose of 

creating a liquid trading market without 

any concurrent Securities Act 

registration. NYSE states that its 

proposal to list such companies is 

designed to protect investors and the 

public interest, consistent with Section 

6(b)(5) of the Act, because such 

companies will be required to meet all 

of the same quantitative requirements 

that are met by other listing applicants. 

The Commission notes, however, that 

a direct listing of this sort based only on 

an Exchange Act registration without 

prior trading and Securities Act 

registration may raise a number of 

unique considerations, including with 

respect to the role of various 

distribution participants, the extent and 

nature of pricing information available 

to market participants prior to the 

commencement of trading, and the 

availability of information indicative of 

the number of shares that are likely to 

be made available for sale at the 

commencement of trading. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
44232 Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 

37Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Act Amendments of 

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

Commission flexibility to determine what type of 

proceeding—either oral or notice and opportunity 

for written comments—is appropriate for 

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

Amendments of 1975, Senate Comm. on Banking, 

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

Cong., 1st Sess. 30 (1975). 38 17 CFR 200.30–3(a)(57). 

V. Commission’s Solicitation of 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5), or any other provision of the 

Exchange Act, or the rules and 

regulations thereunder. Although there 

do not appear to be any issues relevant 

to approval or disapproval that would 

be facilitated by an oral presentation of 

views, data, and arguments, the 

Commission will consider, pursuant to 

Rule 19b-4, any request for an 

opportunity to make an oral 

presentation.37

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by October 12, 2017. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by October 26, 2017. The 

Commission asks that commenters 

address the sufficiency of the 

Exchange’s statements in support of the 

proposal which are set forth in the 

Notice, in addition to any other 

comments they may wish to submit 

about the proposed rule change. In 

particular, the Commission seeks 

comment, including, where relevant, 

any specific data, statistics, or studies, 

on the following: 

1. Would a direct listing based only 

on an Exchange Act registration without 

prior trading and Securities Act 

registration present unique 

considerations, including with respect 

to the role of various distribution 

participants, the extent and nature of 

pricing information available to market 

participants prior to the commencement 

of trading, and the availability of 

information indicative of the number of 

shares that are likely to be made 

available for sale at the commencement 

of trading? Would these considerations 

raise any concerns, including with 

respect to promoting just and equitable 

principles of trade, removing 

impediments to and perfecting the 

mechanism of a free and open market 

and a national market system, and, in 

general, protecting investors and the 

public interest? If so, please identify 

those risks and explain their 

significance. 

2. To what extent would a direct 

listing impact the ability of the DMM to 

facilitate the opening (or otherwise 

fulfill its obligations as a DMM) on the 

first day of trading of a security listed 

only with an Exchange Act registration? 

To the extent there would be an impact, 

please identify it and explain its 

significance. To what extent would any 

such impact be mitigated by the 

proposed requirement that the DMM 

consult with a financial adviser to the 

issuer in order to effect a fair and 

orderly opening of the security? 

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– 

NYSE–2017–30 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 

Numbers SR–NYSE–2017–30. 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 these 

filings 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– 

2017–30 and should be submitted on or 

before October 12, 2017. Rebuttal 

comments should be submitted by 

October 26, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20101 Filed 9–20–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32820; 812–14696] 

Active Weighting Funds ETF Trust and 

Active Weighting Advisors LLC 

September 18, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) actively-managed series of 

certain open-end management 

investment companies (‘‘Funds’’) to 

issue shares redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Fund 

shares to occur at negotiated market 

prices rather than at net asset value 

(‘‘NAV’’); (c) certain Funds to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; and 

(e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Acquiring Funds’’) to acquire 

shares of the Funds. 


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