Rule 236 60 Day Federal Register Notice

3235-0095 60 Day FR Notice.pdf

Rule 236 - Exemption of Shares Offered in Connection with Certain Transactions

Rule 236 60 Day Federal Register Notice

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Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices

proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, 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 and Rule 19b–4(f)(6)(iii)
thereunder.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such 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. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 21 of the Act to
determine whether the proposed rule
change should be approved or
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:

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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–
NYSENAT–2020–37 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–NYSENAT–2020–37. 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 website (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
21 15

U.S.C. 78s(b)(2)(B).

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21:21 Dec 22, 2020

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 website 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.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSENAT–2020–37, and
should be submitted on or before
January 13, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–28312 Filed 12–22–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
FEDERAL REGISTER CITATION OF PREVIOUS
ANNOUNCEMENT: 85 FR 81961, December

17, 2020
PREVIOUSLY ANNOUNCED TIME AND DATE OF
THE MEETING: Monday, December 21,

2020 at 11:00 a.m.
The Closed
Meeting scheduled for Monday,
December 21, 2020 at 11:00 a.m. has
been changed to Monday, December 21,
2020 at 10:00 a.m.

CHANGES IN THE MEETING:

CONTACT PERSON FOR MORE INFORMATION:

For further information and to ascertain
what, if any, matters have been added,
deleted or postponed, please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Dated: December 18, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020–28540 Filed 12–21–20; 11:15 am]
BILLING CODE 8011–01–P
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SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–118, OMB Control No.
3235–0095]

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:
Rule 236

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.
Securities Act Rule 236 (17 CFR
230.236) provides an exemption from
registration under the Securities Act for
the offering of shares of stock or similar
securities to provide funds to be
distributed to security holders in lieu of
fractional shares, scrip certificates or
order forms, in connection with a stock
dividend, stock split, reverse stock split,
conversion, merger or similar
transaction. Issuers wishing to rely upon
the exemption are required to furnish
specified information to the
Commission at least 10 days prior to the
offering. The information is needed to
provide notice that the issuer is relying
on the exemption. Approximately 10
respondents file the information
required by Rule 236 at an estimated 1.5
hours per response for a total annual
reporting burden of 15 hours (1.5 hours
per response × 10 responses).
Written comments are invited on: (a)
Whether this proposed collection of
information 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.
An agency may not conduct or
sponsor, and a person is not required to

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Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices
respond to, a collection of information
unless it displays a currently valid
control number.
Please direct your written comment to
David Bottom, 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 18, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–28430 Filed 12–22–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90698; File No. SR–BOX–
2020–39]

Self-Regulatory Organizations; BOX
Exchange LLC; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the Fee
Schedule on the BOX Options Market
LLC Facility
December 17, 2020.

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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
15, 2020, BOX Exchange LLC
(‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Exchange filed the proposed rule change
pursuant to Section 19(b)(3)(A)(ii) of the
Act,3 and Rule 19b–4(f)(2) thereunder,4
which renders the proposal effective
upon filing with the Commission. 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 the Substance
of the Proposed Rule Change
The Exchange is filing with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
to amend the Fee Schedule on the BOX
Options Market LLC (‘‘BOX’’) facility.
The text of the proposed rule change is
available from the principal office of the
Exchange, at the Commission’s Public
Reference Room and also on the
Exchange’s internet website at http://
boxexchange.com.
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).

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.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
To prevent the potential spread of
coronavirus (COVID–19), BOX Exchange
LLC (BOX) temporarily closed the
Trading Floor in Chicago after the close
of business on Thursday, December 10,
2020 but reopened on Monday,
December 14, 2020 after existing BOX
COVID–19 policies and procedures were
executed. As a result of this and the
uncertainty surrounding COVID–19, the
Exchange proposes to amend the Fee
Schedule for trading on BOX to govern
certain pricing changes that will be in
effect while the BOX Trading Floor is
inoperable.
Facilitation and Solicitation Transaction
Fees
First, the Exchange proposes to
amend Section I.C. (Facilitation and
Solicitation Transactions 5) to establish
a fee structure for Facilitation and
Solicitation Transactions in lieu of the
current fees for Facilitation and
Solicitation Transactions while the BOX
Trading Floor is inoperable. Further, the
Exchange proposes that the Facilitation
and Solicitation Transaction Rebate
identified in Section I.C.1 will not apply
when the BOX Trading Floor is
inoperable. With the Trading Floor
inoperable, Floor Participants will no
longer be allowed to enter Qualified
Open Outcry Orders (‘‘QOO’’) Orders on
BOX. Instead these Participants must
enter analogous types of electronic
orders on BOX, which are most similar
to orders executed through the
Facilitation and Solicitation auction
mechanism. Because of this, the
Exchange proposes to mimic the current
structure for Facilitation and

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5 Transactions executed through the Solicitation
Auction mechanism and Facilitation Auction
mechanism.

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Solicitation Transactions; however the
Exchange proposes to make a few minor
changes to the fees assessed for these
transactions when the Trading Floor is
inoperable. Specifically, the Exchange
proposes to assess no fees for Agency
Orders submitted to the Facilitation and
Solicitation mechanisms for all
Participants, regardless of account
type.6 Second, the Exchange proposes to
assess no fees for Facilitation and
Solicitation Orders 7 in Penny and NonPenny Interval Classes. BOX also
proposes to assess a $0.50 fee for
Responses in the Facilitation or
Solicitation Auction Mechanisms in
Penny Interval Classes and $1.15 for
Responses in the Facilitation and
Solicitation mechanisms in Non-Penny
Interval Classes.8 The Exchange believes
the proposed fee structure will
incentivize Participants who would
normally execute orders on the BOX
Trading Floor to instead submit orders
to the Exchange’s Facilitation and
Solicitation auction mechanisms.9
Liquidity Fees and Credits
The Exchange proposes to add text to
Section III.B. (Liquidity Fees and
Credits for Facilitation and Solicitation
Transactions). Specifically, the
Exchange proposes to add text which
states that Participants will not be
assessed Liquidity Fees and Credits for
Facilitation and Solicitation
Transactions when the BOX Trading
Floor is inoperable.
6 The Exchange notes that no fees are currently
assessed for Agency Orders for any account type.
7 Facilitation and Solicitation Orders are the
matching contra orders submitted on the opposite
side of the Agency Order.
8 The Exchange notes that the total fees for
Responses in the Facilitation and Solicitation
auction mechanisms are not changing. Currently,
Participants are assessed a $0.25 fee for Responses
in the Facilitation and Solicitation mechanisms for
Penny Interval Classes and an additional $0.25
liquidity fee in Section III.B totaling $0.50 for their
order. For Non-Penny Pilot Classes, Participants are
assessed a $0.40 fee for Responses in the
Facilitation and Solicitation mechanisms and an
additional $0.75 liquidity fee in Section III.B
totaling $1.15 for their order. As discussed herein,
the Exchange proposes to eliminate Liquidity Fees
and Credits for Facilitation and Solicitation
transactions when the Trading Floor is inoperable.
As such, the current liquidity fees are included in
the proposed Response fees for the Facilitation and
Solicitation mechanisms.
9 The Exchange notes that the QOO Orders are
paired orders on the BOX Trading Floor similar to
Facilitation and Solicitation orders submitted
electronically through the Facilitation and
Solicitation auction mechanism. The Exchange
believes that the reduced Facilitation and
Solicitation Order fees will incentivize Floor
Participants (who are also electronic Participants on
BOX) to execute orders electronically instead of
directing this order flow to another exchange.

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