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Federal Register / Vol. 86, No. 168 / Thursday, September 2, 2021 / Notices
lotter on DSK11XQN23PROD with NOTICES2

provisions is substantially similar to corresponding provisions in NYSE
American Rule 7.25Eb13, with the exception that the Exchange may shorten the one year DMM commitment period in compelling circumstances.255
Proposed Rule 25230b further sets forth specific provisions related to a variety of different issuances and types of securities, including spin-offs or related companies, warrants, rights, relistings, equity Security listing after preferred Security, listed company mergers, target Securities, and closedend management investment companies.256 Each of these provisions is substantially similar to corresponding provisions in NYSE American Rule 7.25Eb411.
Proposed Rule 25230c sets forth the reallocation process for a DMM in a manner that is substantially similarly to corresponding provisions in NYSE
American Rule 7.25Ec. Generally, under the proposed Rule, an issuer may request a reallocation to a new DMM
and Exchange staff will review this request, along with any DMM response letter, and eventually make a determination.257 Proposed Rule 25230d, e, and f, set forth provisions governing an allocation freeze, allocation sunset, and criteria for applicants that are not currently DMMs to be eligible to be allocated a Security as a DMM respectively. Each of these provisions are likewise substantially similar to corresponding provisions in NYSE American Rule 7.25Edf.
Finally, proposed Rule 25240 sets forth the DMM combination review policy. The proposed Rule, among other things, defines a proposed combination among DMMs, requires that DMMs provide a written submission to the Office of the Corporate Secretary of the Exchange and specifies, among other things, the items to be disclosed in the written submission, the criteria that the Exchange will use to evaluate a proposed combination, and the timing for a decision by the Exchange, subject to the Exchanges right to extend such 255 The Exchange believes that providing the Exchange with flexibility to shorten the one year commitment period is appropriate to accommodate unforeseen events or circumstances that might arise with respect to a DMM, such as a force majeure event, preventing a DMM from being able to carry out its functions.
256 See proposed Rule 25230b411.
257 In addition, proposed Rule 25230c2 sets forth provisions that allow for the Exchanges CEO
to immediately initiate a reallocation proceeding upon written notice to the DMM and the issuer when the DMMs performance in a particular market situation was, in the judgment of the Exchange, so egregiously deficient as to call into question the Exchanges integrity or impair the Exchanges reputation for maintaining an efficient, fair, and orderly market.

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time period. The Exchange notes that proposed Rule 25240 is substantially similar to NYSE American Rule 7.26E.
The Exchange believes that the proposed Market Making Rules set forth in the Rule 25200 Series are consistent with Section 6b5 of the Exchange Act 258 because they are designed 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. The Exchange notes that the proposed Rules are substantially similar to the market making rules of other exchanges, as detailed above,259 and that all BSTX Participants are eligible to become a Market Maker or DMM
provided they comply with the proposed requirements.260 The proposed Market Maker Rules set forth the quotation and related expectations of BSTX Market Makers which the Exchange believes will help ensure that there is sufficient liquidity in Securities.
Although the corresponding NYSE
American rules upon which the proposed Rules are based provide for multiple tiers and classes of stocks that were each associated with a different Designated Percentage and Defined Limit, the Exchange has collapsed all such classes in to one category and provided a single Designated Percentage of 30% and Defined Limit of 31.5% for all Security trading on BSTX. The Exchange believes that simplifying the Rules in this manner can reduce the potential for confusion and allows for easier compliance and will still adequately serve the liquidity needs of investors of Security investors, which the Exchange believes promotes the removal of impediments to and perfection of the mechanism of a free and open market and a national market system, consistent with Section 6b5
of the Exchange Act.261
The Exchange has also proposed that the minimum quotation size of Market Makers will be one Security. As noted above, the Exchange believes that Securities may initially trade in smaller increments relative to other listed equities and that reducing the two-sided quoting increment from one round lot i.e., 100 shares to one Security would be sufficient to meet liquidity demands 258 15

U.S.C. 78fb5.
NYSE American Rule 7, Section 2.
260 In this regard, the Exchange believes the proposed Market Making Rules are not designed to permit unfair discrimination between BSTX
Participants, consistent with Section 6b5 of the Exchange Act. 15 U.S.C. 78fb5.
261 15 U.S.C. 78fb5.
259 See
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and would make it easier for Market Makers and DMMs to meet their quotation obligations, which in turn incentivize more Market Maker participation. The Exchange believes that adopting quotation requirements and parameters that are appropriate for the nature and types of securities that will trade on the Exchange will promote the protection of investors and the public interest by assuring that the Exchange Rules are appropriately tailored to its market.
BSTX Listing Rules Other Than for Exchange Traded Products and Suspension and Delisting Rules Rule 26000 and 27000 Series The BSTX Listing Rules Other than for Exchange Traded Products the Non-ETP Listing Rules in the Rule Series 26000 and the Suspension and Delisting Rules in the Rule 27000 Series have been adapted from, and are substantially similar to, Parts 112 of the NYSE American LLC Company Guide.262 Except as described below, each proposed Rule in the BSTX 26000
and 27000 Series is substantially similar to a Section of the NYSE American Company Guide.263 Below is further detail.
The BSTX Rule 26100 Series are based on the NYSE American Original Listing Requirements Sections 101
146.264
The BSTX Original Listing Procedures 26200 Series are based on the NYSE American Original Listing Procedures Sections 201222.
The BSTX Additional Listings Rules 26300 Series are based on the NYSE American Additional Listings Sections Sections 301350.
The BSTX Disclosure Policies 26400 Series are based on the NYSE
American Disclosure Policies Sections 401404.
The BSTX Dividends and Splits Rules 26500 Series are based on the 262 All references to various Sections in the discussion of these Listing Rules refer to the various Sections of the NYSE American Company Guide.
263 The Exchange notes that while the numbering of BSTXs Listing Rules generally corresponds to a Section of the NYSE American LLC Company Guide, BSTX did not integrate certain Sections of the NYSE American Company Guide that the Exchange deemed inapplicable to its operations, such as with respect to types of securities which the Exchange is not proposing to make eligible for listing i.e., bonds, debentures, securities of foreign companies other than Canadian companies, investment trusts, and securities such as equitylinked term notes. The Exchange also proposes to modify cross-references in the proposed Non-ETP
Listing Rules to accord with its Rules.
264 Pursuant to proposed Rule 26136, all securities initially listing on BSTX, except securities which are book-entry only, must be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A
of the Exchange Act. 15 U.S.C. 78q1.

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