Form D 60 Federal Register Day Notice

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Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Notices

believes that in doing so the proposed
rule change would improve the
efficiency and accuracy of
communications regarding default
auctions, which may help to avoid
delays or miscommunications that
could delay the completion of an
auction. Thus, in requiring use of the
DMS, the Commission believes the
proposed rule change would help to
promote the prompt resolution of
default auctions. Similarly, the
Commission believes that all or nothing
bidding would enhance ICC’s ability to
sell all of the open CDS contracts in an
initial default auction by providing a
means for a single bidder to take all of
the contracts and requiring that ICC
allocate such contracts to that bidder if
the all or nothing bid meets the Auction
Clearing Price. Finally, the Commission
believes that the updates to the defined
terms and the clarification regarding a
Clearing Participant’s ability to transfer
its minimum requirement to an affiliate
would support and enhance ICC’s
ability to implement these changes.
Through default auctions, ICC
allocates the open CDS contracts of a
defaulting Clearing Participant to other,
non-defaulting Clearing Participants.
Thus, in improving the efficiency of
such auctions, the Commission believes
the proposed rule change would
promote the prompt and accurate
clearance and settlement of the CDS
transactions resulting from such
auctions. Moreover, the Commission
believes that the default of a Clearing
Participant, if not promptly resolved,
could causes losses for ICC. The
Commission believes the proposed rule
change would help to avoid these losses
by promoting the prompt resolution of
default auctions, and therefore the
prompt resolution of a Clearing
Participant’s default. Because losses
resulting from the default of a Clearing
Participant could disrupt ICC’s ability to
operate and therefore threaten ICC’s
access to securities and funds, the
Commission believes the proposed rule
change also would help to assure the
safeguarding of securities and funds in
ICC’s custody and control. Finally, for
these reasons, the Commission believes
that the proposed rule change would, in
general, protect investors and the public
interest.
Therefore, the Commission finds that
the proposed rule change would
promote the prompt and accurate
clearance and settlement of securities
transactions, assure the safeguarding of
securities and funds in ICC’s custody
and control, and, in general, protect
investors and the public interest,

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consistent with the Section 17A(b)(3)(F)
of the Act.10
B. Consistency With Rule 17Ad–
22(d)(11)
Rule 17Ad–22(d)(11) requires that ICC
establish, implement, maintain and
enforce written policies and procedures
reasonably designed to make key
aspects of its default procedures
publicly available and establish default
procedures that ensure that ICC can take
timely action to contain losses and
liquidity pressures and to continue
meeting its obligations in the event of a
participant default.11 As discussed
above, the Commission believes the
proposed rule change would improve
the efficiency and accuracy of
communications regarding default
auctions and increase the likelihood
that ICC is able to allocate all open CDS
contracts in an initial auction by
providing a means for a single bidder to
take all of the contracts up for auction.
The Commission believes that these
changes would help ICC to resolve
defaults quickly through auctions. The
Commission believes, in turn, that
resolving defaults quickly through
auctions would therefore help to ensure
that ICC can take timely action to
contain losses and liquidity pressures
and to continue meeting its obligations
in the event of a Clearing Participant’s
default.
Therefore, for the above reasons the
Commission finds that the proposed
rule change is consistent with Rule
17Ad–22(d)(11).12
IV. Conclusion
On the basis of the foregoing, the
Commission finds that the proposed
rule change is consistent with the
requirements of the Act, and in
particular, with the requirements of
Section 17A(b)(3)(F) of the Act 13 and
Rule 17Ad–22(d)(11) thereunder.14
It is therefore ordered pursuant to
Section 19(b)(2) of the Act 15 that the
proposed rule change (SR–ICC–2019–
011), be, and hereby is, approved.16

10 15

U.S.C. 78q–1(b)(3)(F).
U.S.C. 17Ad–22(d)(11).
12 15 U.S.C. 17Ad–22(d)(11).
13 15 U.S.C. 78q–1(b)(3)(F).
14 17 CFR 240.17Ad–22(d)(11).
15 15 U.S.C. 78s(b)(2).
16 In approving the proposed rule change, the
Commission considered the proposal’s impact on
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
11 15

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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019–27872 Filed 12–26–19; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–072, OMB Control No.
3235–0076]

Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Form D

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Form D (17 CFR 239.500) is a notice
of sales filed by issuers making an
offering of securities in reliance on an
exemption under Regulation D (17 CFR
230.501 et seq.) or Section 4(a)(5) of the
Securities Act of 1933 (15 U.S.C.
77d(a)(5)). Regulation D sets forth rules
governing the limited offer and sale of
securities without Securities Act
registration. The purpose of Form D is
to collect empirical data, which
provides a continuing basis for action by
the Commission either in terms of
amending existing rules and regulations
or proposing new ones. In addition, the
Form D allows the Commission to elicit
information necessary in assessing the
effectiveness of Regulation D (17 CFR
230.501 et seq.) and Section 4(6) of the
Securities Act of 1933 (15 U.S.C. 77d(6))
as capital-raising devices for all
businesses. Approximately 23,571
issuers file Form D and it takes
approximately 4 hours per response. We
estimate that 25% of 4 hours per
response (1 hour per response) is
prepared by the issuer for an annual
reporting burden 23,571 hours (1 hour
per response × 23,571 responses).
Written comments are invited on: (a)
Whether this collection of information
17 17

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CFR 200.30–3(a)(12).

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Federal Register / Vol. 84, No. 248 / Friday, December 27, 2019 / Notices
is necessary for the proper performance
of the functions of the agency, including
whether the information will have
practical utility; (b) the accuracy of the
agency’s estimate of the burden imposed
by the collection of information; (c)
ways to enhance the quality, utility, and
clarity of the information collected; and
(d) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
Please direct your written comments
to Charles Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected].
Dated: December 19, 2019.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019–27863 Filed 12–26–19; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87803; File No. SR–NYSE–
2019–70]

Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change, as Modified by
Partial Amendment No. 1, To Amend
the Fees for NYSE BBO and NYSE
Trades

jbell on DSKJLSW7X2PROD with NOTICES

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 December
4, 2019, New York Stock Exchange LLC
(‘‘NYSE’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
as described in Items I, II, and III below,
which Items have been prepared by the
Exchange. On December 17, 2019, the
Exchange filed Partial Amendment No.
1 to the proposed rule change.3 The
Commission is publishing this notice to
solicit comments on the proposed rule
change, as modified by Partial
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 In Partial Amendment No. 1, the Exchange
provided an additional example in support of the
proposed rule change.
2 17

18:44 Dec 26, 2019

I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to (1) amend
the fees for NYSE BBO and NYSE
Trades by modifying the application of
the Access Fee; (2) amend the fees for
NYSE Trades by adopting a credit
applicable to the Redistribution Fee;
and (3) adopt a one-month free trial for
all NYSE market data products. The
Exchange also proposes to remove
certain obsolete text. The Exchange
proposes to implement the proposed fee
changes on February 3, 2020. The
proposed rule change is available on the
Exchange’s website at www.nyse.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
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

December 19, 2019.

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Amendment No. 1, from interested
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The Exchange proposes to decrease
the fees for certain NYSE market data
products, as set forth on the NYSE
Proprietary Market Data Fee Schedule
(‘‘Fee Schedule’’). These fee decreases,
taken together with fee decreases filed
by the Exchange’s affiliated exchanges,
NYSE Arca, Inc. (‘‘NYSE Arca’’) and
NYSE American LLC (‘‘NYSE
American’’),4 will reduce the fees
associated with the NYSE BQT
proprietary data product, which
competes directly with similar products
offered by both the Nasdaq and Cboe
families of U.S. equity exchanges.
Collectively, the proposed fee decreases
are intended to respond to the
competition posed by similar products
offered by the other exchange groups.
4 See SR–NYSEArca–2019–88 and SR–
NYSEAmer–2019–55.

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Specifically, the Exchange proposes to
(1) reduce the Access Fees by more than
93% for subscribers of NYSE BBO and
NYSE Trades that receive a data feed
and use those market data products in
a display-only format; (2) provide for a
credit applicable to the Redistribution
Fee for subscribers of NYSE Trades that
use that market data product for display
purposes; and (3) adopt a one-month
free trial for all NYSE market data
products. The Exchange also proposes
non-substantive changes to remove
certain obsolete text from the Fee
Schedule. All of the proposed changes
would decrease fees for market data on
the Exchange.
The Exchange proposes to implement
these proposed fee changes on February
3, 2020.
Background
The Commission has repeatedly
expressed its preference for competition
over regulatory intervention in
determining prices, products, and
services in the securities markets. In
Regulation NMS, the Commission
highlighted the importance of market
forces in determining prices and SRO
revenues, and also recognized that
current regulation of the market system
‘‘has been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 5
As the Commission itself recognized,
the market for trading services in NMS
stocks has become ‘‘more fragmented
and competitive.’’ 6 Indeed, equity
trading is currently dispersed across 13
exchanges,7 31 alternative trading
systems,8 and numerous broker-dealer
internalizers and wholesalers, all
competing for order flow. Based on
publicly-available information, no
single exchange currently has more than
18% market share (whether including or
excluding auction volume).9
With the NYSE BQT market data
product, NYSE and its affiliates compete
5 See Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005)
(S7–10–04) (Final Rule) (‘‘Regulation NMS
Adopting Release’’).
6 See Securities Exchange Act Release No. 51808,
84 FR 5202, 5253 (February 20, 2019) (File No. S7–
05–18) (Transaction Fee Pilot for NMS Stocks Final
Rule) (‘‘Transaction Fee Pilot’’).
7 See Cboe Global Markets, U.S. Equities Market
Volume Summary, available at http://
markets.cboe.com/us/equities/market_share/. See
generally https://www.sec.gov/fast-answers/
divisionsmarketregmrexchangesshtml.html.
8 See FINRA ATS Transparency Data, available at
https://otctransparency.finra.org/otctransparency/
AtsIssueData. A list of alternative trading systems
registered with the Commission is available at
https://www.sec.gov/foia/docs/atslist.htm.
9 See Cboe Global Markets U.S. Equities Market
Volume Summary, available at http://
markets.cboe.com/us/equities/market_share/.

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