Federal Register 60 Day Notice

Federal Register / Vol. 86, No. 153 / Thursday, August 12, 2021 / Notices
may create a conflict of interest, divert
funds from the efficient administration
of the Exchange, or unduly influence
listed companies.
III. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,337 that: (1)
The proposed rule change (SR–
NASDAQ–2020–081), as modified by
Amendment No. 1, be, and hereby is,
approved, and (2) the proposed rule
change (SR–NASDAQ–2020–082), as
modified by Amendment No. 1, be, and
hereby is, approved.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–17179 Filed 8–11–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–360, OMB Control No.
3235–0409]

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

lotter on DSK11XQN23PROD with NOTICES1

Extension:
Rules 17Ad–15

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 17Ad–15 (17 CFR
240.17Ad–15) (‘‘Rule 17Ad–15’’) under
the Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) (‘‘Exchange Act’’).
The Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 17Ad–15 requires every
registered transfer agent to establish
written standards for the acceptance of
guarantees of securities transfers from
eligible guarantor institutions. Every
registered transfer agent is also required
to establish procedures, including
written guidelines where appropriate, to
ensure that the transfer agent uses those
standards to determine whether to
accept or reject guarantees from eligible
guarantor institutions. In implementing
these requirements, the Commission’s
purpose is to ensure that registered
337 15

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

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transfer agents treat eligible guarantor
institutions equitably.
Additionally, Rule 17Ad–15 requires
every registered transfer agent to make
and maintain records in the event the
transfer agent determines to reject
signature guarantees from eligible
guarantor institutions. Registered
transfer agents’ records must include,
following the date of rejection, a record
of the rejected transfer, along with the
reason for rejection, the identification of
the guarantor, and an indication
whether the guarantor failed to meet the
transfer agent’s guarantee standards.
Rule 17Ad–15 requires registered
transfer agents to maintain these records
for a period of three years. The
Commission designed these mandatory
recordkeeping requirements to assist the
Commission and other regulatory
agencies with monitoring registered
transfer agents and ensuring compliance
with the rule. This rule does not involve
the collection of confidential
information.
The Commission estimates that
approximately 366 registered transfer
agents will spend a total of
approximately 14,640 hours per year
complying with recordkeeping
requirements of Rules 17Ad–15 (40
hours per year per registered transfer
agent).
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
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
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: (ii) David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549, or send email to: PRA_
Mailbox@sec.gov.

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44445

Dated: August 6, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–17154 Filed 8–11–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–521, OMB Control No.
3235–0579]

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:
Regulation BTR

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.
Regulation Blackout Trade Restriction
(‘‘Regulation BTR’’) (17 CFR 245.100–
245.104) clarifies the scope and
application of Section 306(a) of the
Sarbanes-Oxley Act of 2002 (‘‘Act’’) (15
U.S.C. 7244(a)). Section 306(a)(6) [15
U.S.C.7244(a)(6)] of the Act requires an
issuer to provide timely notice to its
directors and executive officers and to
the Commission of the imposition of a
blackout period that would trigger the
statutory trading prohibition of Section
306(a)(1) [15 U.S.C. 7244(a)(1)]. Section
306(a) of the Act prohibits any director
or executive officer of an issuer of any
equity security, directly or indirectly,
from purchasing, selling or otherwise
acquiring or transferring any equity
security of that issuer during any
blackout period with respect to such
equity security, if the director or
executive officer acquired the equity
security in connection with his or her
service or employment. Approximately
1,230 issuers file Regulation BTR
notices approximately 5 times a year for
a total of 6,150 responses. We estimate
that it takes approximately 2 hours to
prepare the blackout notice for a total
annual burden of 2,460 hours. The
issuer prepares 75% of the 2,460 annual
burden hours for a total reporting
burden of (1,230 issuers × 2 hours per
issuer × 0.75) 1,845 hours. In addition,
we estimate that an issuer distributes a

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Federal Register / Vol. 86, No. 153 / Thursday, August 12, 2021 / Notices

notice to five directors and executive
officers at an estimated 5 minutes per
notice (1,230 blackout period × 5 notices
× 5 minutes) for a total reporting burden
of 512 hours. The combined annual
reporting burden is (1,845 hours + 512
hours) 2,357 hours.
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
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_
Mailbox@sec.gov.
Dated: August 6, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–17159 Filed 8–11–21; 8:45 am]

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–92592; File No. SR–
NYSEAMER–2021–35]

Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Change To Amend the NYSE American
Equities Price List and Fee Schedule

lotter on DSK11XQN23PROD with NOTICES1

August 6, 2021.

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on July 30,
2021, NYSE American LLC (‘‘NYSE
American’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15

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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
NYSE American Equities Price List and
Fee Schedule (‘‘Price List’’) to offer an
optional monthly per security credit to
Electronic Designated Market Makers
(‘‘eDMM’’) that elect to receive a lower
transaction credit per share credit for
adding liquidity to the Exchange. The
proposed 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

BILLING CODE 8011–01–P

1 15

Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.

1. Purpose
The Exchange proposes to amend the
Price List to offer an optional monthly
per security credit to eDMMs that elect
to receive a lower transaction credit per
share credit for adding liquidity to the
Exchange.
The proposed changes respond to the
current competitive environment where
order flow providers have a choice of
where to direct liquidity-providing
orders by offering further incentives for
eDMMs to increase quoting on, and
send additional displayed liquidity to,
the Exchange.
The Exchange proposes to implement
the fee changes effective August 2, 2021.
Competitive Environment
The Exchange operates in a highly
competitive market. The Commission
has repeatedly expressed its preference

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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.’’ 4
While Regulation NMS has enhanced
competition, it has also fostered a
‘‘fragmented’’ market structure where
trading in a single stock can occur
across multiple trading centers. When
multiple trading centers compete for
order flow in the same stock, the
Commission has recognized that ‘‘such
competition can lead to the
fragmentation of order flow in that
stock.’’ 5 Indeed, cash equity trading is
currently dispersed across 16
exchanges,6 numerous alternative
trading systems,7 and broker-dealer
internalizers and wholesalers, all
competing for order flow. Based on
publicly-available information, no
single exchange currently has more than
17% market share.8 Therefore, no
exchange possesses significant pricing
power in the execution of cash equity
order flow. More specifically, the
Exchange currently has less than 1%
market share of executed volume of cash
equities trading.9
The Exchange believes that the evershifting market share among the
exchanges from month to month
demonstrates that market participants
can move order flow, or discontinue or
reduce use of certain categories of
products. While it is not possible to
know a firm’s reason for shifting order
flow, the Exchange believes that one
such reason is because of fee changes at
any of the registered exchanges or nonexchange venues to which the firm
4 See Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005)
(File No. S7–10–04) (Final Rule) (‘‘Regulation
NMS’’).
5 See Securities Exchange Act Release No. 61358,
75 FR 3594, 3597 (January 21, 2010) (File No. S7–
02–10) (Concept Release on Equity Market
Structure).
6 See Cboe U.S Equities Market Volume
Summary, available at https://markets.cboe.com/us/
equities/market_share. See generally https://
www.sec.gov/fast-answers/divisionsmarket
regmrexchangesshtml.html.
7 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.
8 See Cboe Global Markets U.S. Equities Market
Volume Summary, available at http://
markets.cboe.com/us/equities/market_share/.
9 See id.

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