2023-06657. Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 308 as Defined in Rule 9232(b) and Delete and Replace Certain Obsolete References

March 27, 2023.

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 March 17, 2023, 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.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to (1) amend Rule 308 to reflect the consolidation of the Acceptability Board with the Hearing Board as defined in Rule 9232(b), and (2) delete and, where applicable, replace certain obsolete references in its rules and the Listed Company Manual. 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

The Exchange proposes to (1) amend Rule 308 to reflect the consolidation of the Acceptability Board with the Hearing Board as defined in Rule 9232(b), and (2) delete and, where applicable, replace certain obsolete references in its rules and the Listed Company Manual.

Background

Pursuant to Rule 308, Acceptability Committees are composed of at least three persons who are members of the Acceptability Board. Rule 308 establishes procedures for Acceptability Committees to consider applications prior to disapproval by the Exchange (1) of prospective members or member organizations; (2) of any prospective member, principal executive, registered representative, or other person required by the Rules of the Exchange to be approved by the Exchange for employment or association with a member or member organization; (3) for any change in status of any person which change requires Exchange approval; and (4) of any prospective non-member broker/dealer accessee. Rule 308(c) provides that the Acceptability Board be appointed annually by, in part, the Chair of the Board of Directors (“Board”) subject to the approval of the Board, and that it be composed of such number of members and allied members ^[3] who are not members of the Board, and registered employees and non-registered employees of members and member organizations.

Rule 9232 (Criteria for Selection of Panelists, Replacement Panelists, and Floor-Based Panelists) establishes procedures for the selection and appointment of panelists to a Hearing Panel as defined in Rule 9120 (Definitions) to conduct disciplinary proceedings and issue a decision. Pursuant to Rule 9232(a), each panelist, except for the Hearing Officer, shall be a member of the NYSE hearing board (“Hearing Board”) provided for in Rule 9232(b). Rule 9232(b) states that the Board shall from time to time appoint a Hearing Board to be composed of such number of members and former allied members ^[4] of the Exchange who are not members of the Exchange Board of Directors and registered employees and nonregistered employees of member organizations. Pursuant to Rule 9232(b), former members, allied members,^[5] or registered and non-registered employees of member organizations who have retired from the securities industry may be appointed to the Hearing Board. Rule 9232(b) further provides that the members of the Hearing Board be appointed annually.

All of the current members of the Acceptability Board are also members of the Hearing Board. Given the overlap in the composition of the Acceptability Board and the Hearing Board, and the fact that the Acceptability Board is appointed for no other purpose than providing a ready pool for staffing Acceptability Committees, the Exchange has determined to cease appointing a separate Acceptability Board. In this filing, the Exchange accordingly proposes to amend Rule 308 to reflect the consolidation but retain the current composition of Acceptability Committees. As noted, the Exchange also proposes to amend Rule 9232 to provide that the Hearing Board shall be composed, in part, of members and principal executives. As discussed in detail below, this proposed change will also harmonize Rule 9232 with Rule 308.

Rule 9232(b) provides that the Hearing Board be appointed annually by the Board and serve at their pleasure. By contrast, Rule 308(c) provides that the Acceptability Board be appointed annually by the Chair, or officer, employee or committee or board to whom appropriate authority has been delegated, subject to the approval of the Board, to serve at the pleasure of the Board. Despite the apparent difference, the Exchange believes that as a practical matter the proposed change is consistent with current practice, as the board to whom authority has been delegated pursuant to Rule 308(c) is the Board itself. As a result, the Board appoints both the Hearing Board and the Acceptability Board. Moreover, the Exchange believes that having the full Board make appointments is the more conservative option for appointing Hearing Board members, who serve at the pleasure of the Board.

Finally, in addition to replacing the remaining obsolete references to “allied member,” the Exchange proposes to replace obsolete references to “specialists” with “DMM” ( i.e., Designated Market Maker) in its rules and the Listed Company Manual, among other non-substantive clarifying changes, as described more fully below.

Proposed Rule Change

Acceptability Board

The composition of and criteria for appointment to both the Acceptability Board and the Hearing Board are substantially similar. Current Rule 308(c) provides that the Acceptability Board shall be composed of “members and allied members of the Exchange who are not members of the Board of Directors, and registered employees and non-registered employees of members and member organizations, as the Chairman of the Board of the Exchange shall deem necessary.” Rule 9232(b) provides that the Hearing Board ^[6] shall be composed “of such number of members and former allied members of the Exchange who are not members of the Exchange Board of Directors and registered employees and nonregistered employees of member organizations.” Rule 9232 further provides that former members, allied members, or registered and non-registered employees of member organizations who have retired from the securities industry may be appointed to the Hearing Board.

Rule 308(c) would be amended to provide that Acceptability Committees will consist of at least three persons that are members of the Hearing Board and that are also members and principal executives of the Exchange who are not Board members, or that are registered employees and non-registered employees of member organizations, as the Chair of the Board shall deem necessary. Amended Rule 308 would further clarify that the term Chief Hearing Officer is defined in Rule 9120(c).

As proposed, the Exchange would consolidate the Acceptability Board and the Hearing Board but not permit former members, former principal executives, or registered and non-registered employees of member organizations who have retired from the securities industry to be appointed to Acceptability Committees consistent with current Rule 308(c).^[7] In addition, the Exchange would delete references to registered and non-registered employees of members. Only member organizations can have registered or non-registered employees. Under Rule 2(a), a member is a natural person associated with a member organization who has been approved by the Exchange and designated by such member organization to effect transactions on the trading floor of the Exchange or any facility thereof. With the exception of the proposed changes described above, the substantive processes set forth in Rule 308 for the appointment and composition of individual Acceptability Committees, including the requirement that Acceptability Committees consist of at least three persons meeting the criteria set forth in subdivision (d) of Rule 308 selected by the Chief Hearing Officer,^[8] would remain unchanged.

To effectuate these changes, the Exchange would replace “Acceptability Board” with “Hearing Board” in Rule 308(c) and (d). In addition, the Exchange would update the obsolete reference to Rule 476(b) in Rule 308(c) with a reference to the definition of Chief Hearing Officer in the Rule 9000 Series, the Exchange's current disciplinary rules. The second paragraph in current Rule 308(c), which sets forth the appointment and composition requirements for the Acceptability Board, would be deleted. Proposed Rule 308(c) would read as follows (new text italicized, deleted text bracketed):

(c) All proceedings under this rule shall be conducted in accordance with the provisions of this rule and shall be held before an Acceptability Committee consisting of at least three persons being members of the [Acceptability] Hearing Board described in Rule 9232(b) that are members and principal executives of the Exchange who are not members of the Board of Directors, or are registered employees and non-registered employees of member organizations, as the Chair of the Board of the Exchange shall deem necessary, to be selected by the Chief Hearing Officer (as defined in Rule 9120(c) [designated under Rule 476(b)]) in accordance with paragraph (d) of this rule.

[The Chairman of the Board of the Exchange, or officer, employee or committee or board to whom appropriate authority has been delegated, subject to the approval of the Board of Directors, shall from time to time appoint an Acceptability Board to be composed of such number of members and allied members of the Exchange who are not members of the Board of Directors, and registered employees and non-registered employees of members and member organizations, as the Chairman of the Board of the Exchange shall deem necessary. The members of the Acceptability Board shall be appointed annually and shall serve at the pleasure of the Board of Directors.]

Amendments to Rule 9232(b)

In 2013, the Exchange adopted Rule 9232 as part of its adoption of rules relating to investigation, discipline, and sanctions, and other procedural rules based on FINRA's rules.^[9] Current Rule 9232(b) provides that the Hearing Board shall be “composed of such number of members and former allied members of the Exchange who are not members of the Exchange Board of Directors and registered employees and nonregistered employees of member organizations.” The Rule further provides that former members, allied members, or registered and non-registered employees of member organizations who have retired from the securities industry may be appointed to the Hearing Board.

The Exchange has determined to update the Rule since there are no longer former allied members serving on the Hearing Board. The Exchange accordingly proposes to replace “former allied members” in the first sentence of Rule 9232(b) with “principal executives.” In addition, the Exchange would amend the second sentence of Rule 9232(b) to replace “allied members” with “principal executives”. As amended, Rule 9232(b) would permit principal executives who have retired from the securities industry to be appointed to the Hearing Board.

Obsolete References

The Exchange proposes to replace obsolete references to “allied member” or “allied members” with “principal executive” or “principal executives,” as applicable, in the following:

• Rule 17 (Use of Exchange Facilities and Vendor Services)
• Rule 25 (Exchange Liability for Legal Costs)
• Rule 93 (Trading for Joint Account)

• Rule 113 (DMM Unit's Public Customers) ^[10]

• Rule 113 Former (DMMs' Public Customers)

• Rule 123 (Record of Orders) ^[11]

• Rule 344 (Research Analysts and Supervisory Analysts)
• Proxies (Rules 450–460)
• Rule 456 (Representations to Management)
• Rule 457 (Filing Participant Information (Schedule B))
• Rule 458 (Filing of Proxy Material (Schedule A))
• Rule 459 (Other Persons to File Information When Associated with Member)
• Rule 472 (Communications With The Public)

• Rule 600 (Arbitration) ^[12]

• Rule 607 (Designation of Number of Arbitrators) ^[13]

• Rule 629 (Schedule of Fees) ^[14]

• Rule 630 (Uniform Arbitration Code)
• Rule 632 (Member Controversies)
• Rule 633 (Board of Arbitration)
• Rule 637 (Failure To Honor Award)
• Sections 402.09 (Exchange Proxy Contest Rules) and 703.18 (Contingent Value Rights) of the Listed Company Manual.

The Exchange proposes to delete references to “allied member” in the following rules:

• Rule 607 (Designation of Number of Arbitrators). Principal executives do not have associated persons. The references to a person associated with an allied member in Rule 607(a)(2)(i) and (a)(3)(i) are therefore obsolete.^[15]

• Section 202.03 (Dealing with Rumors or Unusual Market Activity) of the Listed Company Manual. Rule 435 referred to in Section 202.03 does not apply to allied members or principal executives, so deletion of the term from Section 202.03 would be appropriate.

The Exchange further proposes to replace obsolete references to “specialist” with “DMM” ^[16] in the heading for Rules 99—114 (Specialists, Odd-Lot Brokers, and Registered Traders) and in the following sections of the Listed Company Manual:

• The summary under “The Listing Process,” which is Section 1 of the “Sectional Organization Summary” under the “General Organization” heading of the “Organization of the Manual” section in the Introduction to the Listed Company Manual;
• The third entry under the “Miscellaneous and Related Matters” heading below “Reference Guide for Subsequent Listing Applications (703.00 & 903.02)”; and
• The heading for Section 806.00 titled “Request of Listed Company for a Change of Specialist Unit or for Removal from the List” in Section 8 (Suspension and Delisting) of the Listed Company Manual.

Finally, the Exchange proposes to delete an obsolete reference to “the Medical Clinic located in the Exchange building” in Rule 301(b) (Qualifications for Membership).

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with section 6(b) of the Act,^[17] in general, and furthers the objectives of section 6(b)(1) ^[18] in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange also believes that the proposed rule change is consistent with section 6(b)(5) of the Act,^[19] 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, 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. In addition, the Exchange believes that the proposed rule change is designed to provide fair procedures for the denial of membership to any person seeking Exchange membership, the barring of any person from becoming associated with a member, and the prohibition or limitation by the Exchange of any person with respect to access to services offered by the Exchange or a member thereof, consistent with the objectives of section 6(b)(7) ^[20] and section 6(d)(2) ^[21] of the Act.

Amending Rule 308 to reflect the consolidation of the Acceptability Board with the Hearing Board would continue to contribute to the orderly operation of the Exchange. As proposed, given the overlap in the membership of the two boards, the Exchange would appoint the same individuals to a single board that would be available to serve on both Hearing Panels for disciplinary actions (the Hearing Board's current function) and Acceptability Committees for acceptability hearings (the Acceptability Board's sole current function). The proposed change would streamline the process of appointing individuals to boards charged with specific functions under the Exchange's rules and eliminate duplication in the appointment of Exchange boards, which would enable the Exchange to continue to be so organized as to have the capacity to carry out the purposes of the Act and comply with the provisions of the Act by its members and persons associated with members, thereby furthering the objectives of section 6(b)(1) ^[22] of the Act.

The Exchange further believes that the proposed change would be beneficial to both investors and the public interest, thereby promoting the maintenance of a fair and orderly market and the protection of investors and the public interest consistent with section 6(b)(5) of the Act.^[23] The proposed changes would continue to permit the appointment of individuals that meet the same qualifications and requirements to consider applications prior to disapproval by the Exchange under current Rule 308. More specifically, the Exchange believes that there would be no material difference between the requirements for Acceptability Board composition under current Rule 308(c) and proposed Rule 9232(b) insofar as both rules require that the applicable body be composed of (1) members and allied members (now principal executives) ^[24] of the Exchange who are not members of the Board, and (2) registered employees and non-registered employees of member organizations. Proposed Rule 308(c) makes it clear that the proposed Acceptability Committee can only include members and principal executives of the Exchange who are members of the Board of Directors, or that are registered employees and non-registered employees of member organizations. Both rules also require that the board be appointed annually and serve at the pleasure of the Board, so there will be no change in the frequency of appointment.

Moreover, the Exchange believes that as a practical matter the proposed change is consistent with current practice, as the board to whom authority has been delegated pursuant to Rule 308(c) is the Board itself, and as a result the Board appoints both the Hearing Board and the Acceptability Board. The Exchange believes that having the full Board make appointments is the more conservative option for appointing Hearing Board members, who serve at the pleasure of the Board. For this reason, the Exchange believes that the proposed change would be beneficial to both investors and the public interest, thereby promoting the maintenance of a fair and orderly market and the protection of investors and the public interest. In addition, because the substance and process set forth in Rule 308 would remain unchanged, the Exchange believes that the proposed changes would continue to provide fair procedures for the denial of membership to any person seeking Exchange membership, the barring of any person from becoming associated with a member, and the prohibition or limitation by the Exchange of any person with respect to access to services offered by the Exchange or a member thereof consistent with the objectives of section 6(b)(7) ^[25] and section 6(d)(2) ^[26] of the Act.

Finally, the Exchange believes that deletion and, where applicable, replacement of the obsolete references in its rules and the Listed Company Manual to superseded membership categories (allied members) and market participants (specialists), and the outdated reference to the Exchange's medical clinic, would increase the clarity and transparency of the Exchange's rules and remove impediments to and perfect the mechanism of a free and open market by ensuring that persons subject to the Exchange's jurisdiction, regulators, and the investing public could more easily navigate and understand the Exchange Bylaws and rules. The Exchange further believes that the proposed amendments would not be inconsistent with the public interest and the protection of investors because investors will not be harmed and in fact would benefit from increased transparency and clarity, thereby reducing potential confusion.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is not intended to address competitive issues but rather is concerned solely with streamlining the process of appointing individuals to boards charged with specific functions under the Exchange's rules and eliminating duplication in the appointment of Exchange boards and with deleting and, where applicable, replacing, references to obsolete references in its rules.

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) of the Act ^[27] and Rule 19b–4(f)(6) ^[28] thereunder. 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) of the Act ^[29] and Rule 19b–4(f)(6) ^[30] thereunder.

At any time within 60 days of the filing of the 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 will institute proceedings 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:

Electronic Comments

• Use the Commission's internet comment form ( https://www.sec.gov/​rules/​sro.shtml); or

• Send an email to [e-mail]. Please include File Number SR–NYSE–2023–19 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–2023–19. 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 ( https://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–2023–19 and should be submitted on or before April 21, 2023.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.^[31]

Sherry R. Haywood,

Assistant Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b–4.

3.  The Exchange no longer has allied members, a former regulatory category based on a natural person's control of a member organization. Allied members were replaced by the new category of “principal executives” in 2008. See Securities and Exchange Act Release No. 58103 (July 3, 2008), 73 FR 40403, 40403 (July 14, 2008) (SR–FINRA–2008–036) (Notice of Filing of a Proposed Rule Change Relating to the Incorporated NYSE Rules) (proposal by the Financial Industry Regulatory Authority (“FINRA”) to substitute “principal executive” for “allied member” in the Incorporated NYSE Rules); Securities and Exchange Act Release No. 58533 (September 12, 2008), 73 FR 54652 (September 22, 2008) (SR–FINRA–2008–0036) (“Release No. 58533”) (Order Approving Proposed Rule Change Relating to Incorporated NYSE Rules); Securities Exchange Act Release No. 58549 (September 15, 2008), 73 FR 54444, 54445 (September 19, 2008) (SR–NYSE–2008–80) (amending NYSE Incorporated Rules to conform to FINRA's proposed rule change); NYSE Rule 311.18 (“Principal executive” includes “an employee of a member organization designated to exercise senior principal executive responsibility over the various areas of the business of the member organization including: operations, compliance with rules and regulations of regulatory bodies, finances and credit, sales, underwriting, research and administration; and any employee of a member organization who is a functional equivalent of such person.”). As discussed below, the Exchange now proposes conforming, non-substantive changes to delete and, where applicable, replace the remaining references to “allied member” in its rules with “principal executive.” Former allied members and principal executives have had notice since 2008 that where the Exchange's rules use “allied member”, the category of “principal executive” was intended. See Release No. 58533, 73 FR at 54653, n.5.

4.  As discussed below, the Exchange proposes to replace “former allied members” in Rule 9232(b) with “principal executives.” See also note 3, supra.

5.  The Exchange proposes to replace this reference with “principal executives.” As proposed, principal executives who have retired from the securities industry may also be appointed to the Hearing Board.

6.  Hearing Board is currently lower case in Rule 9232(a) and (b). The Exchange proposes to capitalize the term.

7.  Legacy disciplinary Rule 476(b) permitted the appointment of former members, allied members, or registered and non-registered employees of members and member organizations who have retired from the securities industry to the Hearing Board provided for in that rule, which was carried forward to Rule 9232. Under Rule 9232, such persons are eligible to be appointed to Hearing Panels in connection with disciplinary matters. As noted, Rule 308(c) does not permit former members or allied members, or their registered and non-registered employees who have retired, to be appointed to the Acceptability Board.

8.  Chief Hearing Officer is defined in Rule 9120(c). The Chief Hearing Officer is currently a FINRA employee appointed by the Board to serve the functions specified in the Exchange's rules.

9.   See Securities Exchange Act Release No. 69045 (March 5, 2013), 78 FR 15394 (March 11, 2013) (SR–NYSE–2013–02) (Order Approving Proposed Rule Change Adopting Investigation, Disciplinary, Sanction, and Other Procedural Rules That Are Modeled on the Rules of the Financial Industry Regulatory Authority and To Make Certain Conforming and Technical Changes).

10.  The Exchange proposes to also delete the orphan “in which” in Rule 113.20.

11.  The Exchange proposes to also add a space between “(d)” and “By Accounts” in Rule 123.

12.  The Exchange would also add a space between “(d)” and “Class Action Claims” in Rule 600.

13.  The Exchange would replace “allied member” in Rule 607(a)(3)(iii). The references to “allied member” in Rule 607(a)(2)(i) and (a)(3)(i) would be deleted.

14.  The Exchange would also add a space between “(i)” and “Schedule of Fees” in Rule 629.

15.   See note 13, supra.

16.  The specialist system was phased out and the DMM structure adopted in 2008. See Securities Exchange Act Release No. 58845 (October 24, 2008), 73 FR 64379 (October 29, 2008) (SR–NYSE–2008–46) (Notice of Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval to a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, to Create a New NYSE Market Model, with Certain Components to Operate as a One-Year Pilot, That Would Alter NYSE's Priority and Parity Rules, Phase Out Specialists by Creating a Designated Market Maker, and Provide Market Participants with Additional Abilities to Post Hidden Liquidity).

17.  15 U.S.C. 78f(b).

18.  15 U.S.C. 78f(b)(1).

19.  15 U.S.C. 78f(b)(5).

20.  15 U.S.C. 78f(b)(7).

21.  15 U.S.C. 78f(d)(2).

22.  15 U.S.C. 78f(b)(1).

23.  15 U.S.C. 78f(b)(5).

24.   See note 3, supra.

25.  15 U.S.C. 78f(b)(7).

26.  15 U.S.C. 78f(d)(2).

27.  15 U.S.C. 78s(b)(3)(A).

28.  17 CFR 240.19b–4(f)(6).

29.  15 U.S.C. 78s(b)(3)(A).

30.  17 CFR 240.19b–4(f)(6). In addition, Rule 19b–4(f)(6)(iii) requires the Exchange to give the Commission written notice of the Exchange's 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 Exchange has satisfied this requirement.

31.  17 CFR 200.30–3(a)(12).