[Federal Register Volume 85, Number 121 (Tuesday, June 23, 2020)]
[Notices]
[Pages 37712-37715]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-13437]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-89086; File No. SR-NYSE-2020-52]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Add, for a Temporary Period That Begins on June 17, 2020, Commentary
.06 to Rule 7.35A; Commentary .03 to Rule 7.35B; Supplementary Material
.20 to Rule 76; and an Amendment to Supplementary Material .30 to Rule
36 To Support the Partial Return of Designated Market Makers to the
Trading Floor
June 17, 2020.
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 June 16, 2020, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C.78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to add, for a temporary period that begins on
June 17, 2020, and ends on the earlier of a full reopening of the
Trading Floor facilities to DMMs or after the Exchange closes on June
30, 2020, (1) Commentary .06 to Rule 7.35A; (2) Commentary .03 to Rule
7.35B; (3) Supplementary Material .20 to Rule 76; and (4) an amendment
to Supplementary Material .30 to Rule 36. 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to add, for a temporary period that begins on
June 17, 2020, and ends on the earlier of a full reopening of the
Trading Floor facilities to DMMs or after the Exchange closes on June
30, 2020, (1) Commentary .06 to Rule 7.35A; (2) Commentary .03 to Rule
7.35B; (3) Supplementary Material .20 to Rule 76; and (4) an amendment
to Supplementary Material .30 to Rule 36. This temporary rule relief
will support the partial return of Designated Market Makers (``DMMs'')
to the Trading Floor.
Background
On March 18, 2020, the CEO of the Exchange made a determination
under Rule 7.1(c)(3) that, beginning March 23, 2020, the Trading Floor
facilities located at 11 Wall Street in New York City would close and
the Exchange would move, on a temporary basis, to fully electronic
trading.\4\ On May 14, 2020, the CEO of the Exchange made a
determination under Rule 7.1(c) to reopen the Trading Floor on a
limited basis on May 26, 2020 to a subset of Floor brokers, subject to
safety measures designed to prevent the spread of the COVID-19
virus.\5\ On June 15, 2020, the CEO of the Exchange made a
determination under Rule 7.1(c) to begin the second phase of the
Trading Floor reopening by allowing DMMs to return to on June 17, 2020,
subject to safety measures designed to prevent the spread of COVID-
19.\6\
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\4\ See Press Release, dated March 18, 2020, available here:
https://ir.theice.com/press/news-details/2020/New-York-Stock-Exchange-to-Move-Temporarily-to-Fully-Electronic-Trading/default.aspx.
\5\ See Securities Exchange Act Release No. 88933 (May 22, 2020)
(SR-NYSE2020-47) (Notice of filing and immediate effectiveness of
proposed rule change).
\6\ See Trader Update, dated June 15, 2020, available here:
https://www.nyse.com/trader-update/history#110000272018.
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With this partial reopening of the Trading Floor to DMMs, each DMM
unit may choose to return a limited number of staff to the Trading
Floor. A DMM unit that chooses to return staff to the Trading Floor
would be able to facilitate Core Open, Trading Halt, and Closing
Auctions manually in all of the DMM unit's assigned securities, and the
Exchange would no longer automatically run an Exchange-facilitated
Auction for the securities assigned to that DMM unit.\7\ DMM units that
choose to return to the Trading Floor would be provided an opportunity
to facilitate Auctions in each of their assigned securities
electronically, and manually facilitate any Auctions that were not
facilitated electronically. To accommodate health-focused
considerations and social distancing, DMMs would be precluded from
accepting verbal bids and offers from Floor brokers during this phase
of the reopening.
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\7\ Unless and until a DMM unit chooses to return staff to the
Trading Floor, the Exchange will continue to automatically
facilitate any Auctions assigned to that remote-based DMM unit that
were not electronically-facilitated by that DMM unit. The Exchange
will publish a daily list on its website of those securities that
will be ineligible for manual auctions conducted from the Floor.
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The temporary relief described in Commentaries to Rules 7.35,
7.35A, 7.35B, and 7.35C would continue to be available during the
second phase of the partial reopening of the Trading Floor to support
not only DMM units that have chosen not to return to the Trading Floor,
but also to support DMM units that would be returning to the Trading
Floor with only a subset of staff.
Proposed Rule Change
To support DMM units that choose to return to the Trading Floor
with reduced staff, the Exchange proposes additional temporary rule
relief that would be in effect beginning on June 17, 2020, and ends on
the earlier of a full reopening of the Trading Floor facilities to DMMs
or after the Exchange closes on June 30, 2020.
First, as noted above, if a DMM unit chooses to return to the
Trading Floor, that DMM unit would be expected to manually facilitate
any Auctions in its assigned securities that it was not able to
facilitate electronically, including publishing pre-opening indications
pursuant to Rule 7.35A(d).\8\ However,
[[Page 37713]]
because such DMM units would have reduced staff on the Trading Floor,
the Exchange proposes that for this temporary period, the Applicable
Price Range used to determine whether to publish a pre-opening
indication would be widened to 10% for securities with an Indication
Reference Price higher than $3.00 and $0.30 for securities with an
Indication Reference Price equal to or lower than $3.00. The Exchange
further proposes to temporarily suspend the Applicable Price Range
currently specified in Rules 7.35A(d)(3)(A) and (B). The Exchange
believes that this proposed rule change would promote fair and orderly
auctions during this temporary period because it would reduce potential
burdens on the subset of DMM staff available to facilitate Auctions
manually, while at the same time preserving pre-opening indications for
securities with significant price movement.
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\8\ Rule 7.35A(d) sets forth the requirements relating to pre-
opening indications, which a DMM will publish before a security
opens or reopens if the Core Open or Trading Halt Auction Price is
anticipated to be a change of more than the ``Applicable Price
Range,'' as specified in Rule 7.35A(d)(2), from a specified
``Indication Reference Price,'' as specified in Rule 7.35A(d)(2).
Under Rule 7.35A(d)(3)(A), the Applicable Price Range is 5% for
securities with an Indication Reference Price over $3.00 and $0.15
for securities with an Indication Reference Price equal to or lower
than $3.00. If as of 9:00 a.m., the E-mini S&P 500 Futures are +/-
2% from the prior day's closing price of the E-mini S&P 500 Futures,
when reopening trading following a market-wide trading halt under
Rule 7.12, or if the Exchange determined that it is necessary or
appropriate for the maintenance of a fair and orderly market, the
Applicable Price Range for determining whether to publish a pre-
opening indication will be 10% for securities with an Indication
Reference Price over $3.00 and $0.15 for securities with an
Indication Reference Price equal to or lower than $3.00. See Rule
7.35A(d)(3)(B).
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To effect this change, the Exchange proposes to add Commentary .06
to Rule 7.35A as follows:
For a temporary period that begins on June 17, 2020 and ends on
the earlier of a full reopening of the Trading Floor facilities to
DMMs or after the Exchange closes on June 30, 2020, the Applicable
Price Range specified in paragraphs (d)(3)(A) and (B) of this Rule
is suspended and the Applicable Price Range will be 10% for
securities with an Indication Reference Price higher than $3.00 and
$0.30 for securities with an Indication Reference Price equal to or
lower than $3.00.
Second, because DMMs would be precluded from accepting verbal bids
and offers from Floor brokers during this temporary period while the
Trading Floor is open to only a subset of staff from DMM units that
choose to return to the Trading Floor, the Exchange proposes to add
temporary rules specifying that Floor Broker Interest \9\ would not be
available for Closing Auctions and ``crossing'' orders pursuant to Rule
76, including the Cross Function specified in Supplementary Material
.10 to Rule 76, would not be available to Floor brokers.
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\9\ For purposes of Auctions under the Rule 7.35 Series, the
term ``Floor Broker Interest'' means orders represented orally by a
Floor broker at the point of sale. See Rule 7.35(a)(9). Floor Broker
Interest that has been electronically accepted by the DMM is
eligible to participate in the Closing Auction. See Rule
7.35B(a)(1).
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To effect this change, the Exchange proposes to add Commentary .03
to Rule 7.35B as follows:
For a temporary period that begins on June 17, 2020 and ends on
the earlier of a full reopening of the Trading Floor facilities to
DMMs or after the Exchange closes on June 30, 2020, Floor Broker
Interest will not be eligible to participate in the Closing Auction.
The Exchange also proposes to add Supplementary Material .20 to
Rule 76 as follows:
For a temporary period that begins on June 17, 2020 and ends on
the earlier of a full reopening of the Trading Floor facilities to
DMMs or after the Exchange closes on June 30, 2020, the availability
of ``crossing''' orders as described in this Rule, including the
Cross Function as specified in Supplementary Material .10 to this
Rule, will be suspended.
Third, although a DMM unit may choose to return to the Trading
Floor beginning on June, 17, 2020, such DMM units may have implemented,
and continue to follow, remote working arrangements to halt the spread
of the COVID-19. Specifically, as part of their business continuity
plans, DMM units have instituted remote working arrangements for their
off-Floor offices, thereby limiting or eliminating the availability of
persons in DMMs' off-Floor offices ordinarily reachable using the land-
based telephone lines located in the DMM units' post locations on the
Trading Floor.\10\ To provide DMMs with flexibility to communicate with
staff of the DMM unit that are not assigned to the Trading Floor, but
who are temporarily working remotely, the Exchange proposes to permit
DMMs to use telephones installed at the DMM unit trading post to
communicate with DMM unit personnel working in locations other than the
off-Floor offices of the DMM unit. This temporary rule relief would be
subject to the DMM unit providing the telephone numbers of such off-
Floor personnel to the Exchange in advance.
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\10\ Rule 36.30 provides that, with the approval of the
Exchange, a DMM unit may maintain a telephone line at its stock
trading post location to the off-Floor offices of the DMM unit, the
unit's clearing firm, or to persons providing non-trading related
services. Such telephone connection shall not be used for the
purpose of transmitting to the Floor orders for the purchase or sale
of securities. Communications by DMM staff on the Trading Floor are
governed by Rule 98.
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To effect this change, the Exchange proposes a new paragraph to
Supplementary Material .30 to Rule 36 as follows:
For a temporary period that begins on June 17, 2020 and ends on
the earlier of the full reopening of the Trading Floor facilities to
DMMs or after the Exchange closes on June 30, 2020, a DMM unit may
maintain a telephone line at its trading post location to
communicate with DMM unit personnel working in locations other than
the off-Floor offices of the DMM unit, provided that the telephone
numbers of such persons are provided to the Exchange in advance.
The Exchange would be able to implement the proposed rule change
immediately upon effectiveness of this proposed rule change.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\11\ in general, and furthers the objectives of Section 6(b)(5) of
the Act,\12\ 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.
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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
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To reduce the spread of COVID-19, the CEO of the Exchange made a
determination under Rule 7.1(c)(3) that beginning March 23, 2020, the
Trading Floor facilities located at 11 Wall Street in New York City
would close and the Exchange would move, on a temporary basis, to fully
electronic trading. On May 14, 2020, the CEO of the Exchange made a
determination under Rule 7.1(c)(3) that, beginning May 26, 2020, the
Trading Floor would be partially reopened to allow a subset of Floor
brokers to return to the Trading Floor. And on June 15, 2020, the CEO
of the Exchange made a determination under Rule 7.1(c)(3) that,
beginning June 17, 2020, the Trading Floor would be partially reopened
to allow a subset of DMMs to return to the Trading Floor.
The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because they are designed to support the
return of DMMs to the Trading Floor, who would be operating with
reduced staff. The Exchange believes that the
[[Page 37714]]
proposed rule change to add Commentary .06 to Rule 7.35A would promote
fair and orderly markets because it would widen the Applicable Price
Range for pre-opening indications during the temporary period when the
Trading Floor has been reopened to a subset of DMMs. This proposed rule
change will reduce potential burdens on the subset of DMM staff
available to facilitate Auctions manually, while at the same time
preserving pre-opening indications for securities with significant
price movement. The Exchange notes that it has the authority to
implement the proposed Applicable Price Range under Rule 7.35A(d)(3)(B)
if the Exchange determined that it is necessary or appropriate for the
maintenance of a fair and orderly market. The Exchange believes it
would promote transparency to specify that such widened Applicable
Price Range would be in effect during this temporary period, instead of
implementing the widened Applicable Price Range on a day-to-day basis
under Rule 7.35A(d)(3)(B).
The Exchange further believes that proposed Commentary .03 to Rule
7.35B and Supplementary Material .20 to Rule 76 would remove
impediments to and perfect the mechanism of a free and open market and
a national market system because they would promote transparency that
Floor Broker Interest, as defined in Rule 7.35(a)(9), and crossing
orders, as defined in Rule 76, would not be available to Floor brokers
during the temporary period when the DMMs who choose to return to the
Trading Floor are operating with reduced staff.
Finally, the Exchange believes that the proposed amendment to Rule
36 would remove impediments to and perfect the mechanism of a free and
open market and a national market system by continuing to facilitate
permitted communications between DMMs and their off-Floor personnel
notwithstanding the remote working arrangements implemented by DMM
units for their off-Floor offices. The Exchange believes that DMMs
using the telephone lines at their trading posts to communicate with
off-Floor personnel working remotely would ensure continuity in DMM
operations and enable DMMs to communicate with DMM staff in order to
conduct their regular business and facilitate fair and orderly markets
in DMM securities. The Exchange further believes that without the
requested relief, DMMs could be compromised in their ability to conduct
their regular course of business on the Trading Floor, which would
adversely impact the market generally and investor confidence. In
particular, any inability for DMMs to communicate with personnel from
their off-Floor offices permitted under Rule 98 regardless of where
such off-Floor personnel may be located during the pandemic, could
compromise DMM units' ability to meet their obligations, particularly
if a DMM unit experiences issues with connectivity or its algorithms.
In addition, the proposed temporary rule would require DMM units to
provide the telephone numbers of the permitted contacts working
remotely. This additional safeguard would provide the Exchange with
information that may be important to determining whether DMM units are
only communicating with personnel from their off-Floor offices in a
manner permitted under Rule 98.
The Exchange believes that, by clearly stating that this relief
would be in effect through the earlier of a full reopening of the
Trading Floor facilities to DMMs or the close of the Exchange on June
30, 2020, market participants would have advance notice of the
temporary period during which these proposed rule changes would be in
effect.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. These proposed rule changes
are not designed to address any competitive issues but rather to
support the partial reopening of the Trading Floor to DMM units that
choose to return to the Trading Floor with reduced staff for a
temporary period that begins on June 17, 2020 and ends on the earlier
of a full reopening of the Trading Floor facilities to DMMs or after
the Exchange closes on June 30, 2020.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \13\ and Rule 19b-4(f)(6) thereunder.\14\
Because the foregoing 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 for
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, it has become effective pursuant to
Section 19(b)(3)(A)(iii) of the Act \15\ and subparagraph (f)(6) of
Rule 19b-4 thereunder.\16\
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\13\ 15 U.S.C. 78s(b)(3)(A)(iii).
\14\ 17 CFR 240.19b-4(f)(6).
\15\ 15 U.S.C. 78s(b)(3)(A)(iii).
\16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization 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 waived this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \17\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b4(f)(6)(iii),\18\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing.
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\17\ 17 CFR 240.19b-4(f)(6).
\18\ 17 CFR 240.19b-4(f)(6)(iii).
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The Exchange has represented that, during this partial reopening of
the Trading Floor to DMMs, each DMM unit may choose to return only a
limited number of staff to the Trading Floor. The Exchange believes
that the proposed rule change to widen temporarily the Applicable Price
Range specified in Rules 7.35A(d)(3)(A) and (B) the would promote fair
and orderly auctions during this period because it would reduce
potential burdens on the subset of DMM staff available to facilitate
Auctions manually, while at the same time preserving pre-opening
indications for securities with significant price movement.\19\ The
Exchange has also represented that, to halt the spread of the COVID-19,
many such DMM units, as part of their business continuity plans, have
instituted remote working arrangements for their off-Floor offices,
thereby limiting or eliminating the availability of persons in DMMs'
off-Floor offices
[[Page 37715]]
ordinarily reachable using the land-based telephone lines located in
the DMM units' post locations on the Trading Floor. The Exchange
believes that allowing DMMs to use the telephone lines at their trading
posts to communicate with off-Floor personnel working remotely would
ensure continuity in DMM operations and enable DMMs to communicate with
DMM staff in order to conduct their regular business and facilitate
fair and orderly markets in DMM securities. The Exchange has also
represented that, to accommodate health-focused considerations and
social distancing, DMMs would be precluded from accepting verbal bids
and offers from Floor brokers during this phase of the reopening, which
would effectively bar Floor Broker Interest from participating in
Closing Auctions under Rule 7.35B or engaging in the crossing orders
under Rule 76; the Exchange believes that noting this effect in its
rules would promote transparency. The Exchange believes that waiving
the operative delay for the proposed rule changes would be consistent
with the protection of investors and the public interest because DMM
units may choose to return to the Trading Floor with reduced staff
beginning on June 17, 2020, and at least one DMM unit has notified the
Exchange that they will be present on the Trading Floor on that day.
The Exchange believes that a waiver of the operative delay would
provide it with the ability to implement the rule changes immediately
to support the second phase of the reopening of the Trading Floor to
reduced staff of the DMM units.
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\19\ The Exchange has stated that it has the authority to
implement the proposed Applicable Price Range under Rule
7.35A(d)(3)(B) if the Exchange determined that it is necessary or
appropriate for the maintenance of a fair and orderly market. The
Exchange believes it would promote transparency to specify in its
rules that such widened Applicable Price Range would be in effect
during this temporary period, instead of implementing the widened
Applicable Price Range on a day-to-day basis under Rule
7.35A(d)(3)(B).
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The Commission notes that the proposed rule changes appear to be
designed to address a limited, partial reopening scenario where, due to
health and social distancing considerations, only a subset of DMM staff
would be allowed on the Trading Floor (while many of their off-Floor
personnel would continue working remotely), and DMMs would be precluded
from accepting verbal bids and offers from Floor Brokers. The
Commission also notes that the proposal is a temporary measure designed
to respond to current, unprecedented market and health conditions, and
would end on the earlier of a full reopening of the Trading Floor
facilities to DMMs or after the Exchange closes on June 30, 2020. For
these reasons, the Commission believes that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Accordingly, the Commission hereby waives the 30-day
operative delay and designates the proposal operative upon filing.\20\
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\20\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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.
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\21\ 15 U.S.C. 78s(b)(2)(B).
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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:
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-2020-52 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-2020-52. 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 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-NYSE-2020-52 and should be submitted on
or before July 14, 2020.
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\22\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13437 Filed 6-22-20; 8:45 am]
BILLING CODE 8011-01-P