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Federal Register / Vol. 86, No. 168 / Thursday, September 2, 2021 / Notices
NYSE American Dividends and Stock Splits Sections Sections 501522.
The BSTX Accounting; Annual and Quarterly Reports Rules 26600 Series are based on the NYSE American Accounting; Annual and Quarterly Reports Sections Sections 603624.
The BSTX Shareholders Meetings, Approval and Voting of Proxies Rules 26700 Series are based on the NYSE
American Shareholders Meetings, Approval and Voting of Proxies Sections Sections 701726.265
The BSTX Corporate Governance Rules 26800 Series are based on the NYSE American Corporate Governance Sections Sections 801809.
The BSTX Additional Matters Rules 26900 Series are based on the NYSE
American Additional Matters Sections Sections 920994.
The BSTX Suspension and Delisting Rules 27000 Series are based on the NYSE American Suspension and Delisting Sections Sections 10011011.
The BSTX Guide to Filing Requirements 27100 Series are based on the NYSE American Guide to Filing Requirements Section 1101.
The BSTX Procedures for Review of Exchange Listing Determinations 27200
Series are based on the NYSE American Procedures for Review of Exchange Listing Determinations Sections 1201
1211.
Notwithstanding that the proposed Rule 26000 and 27000 Series are substantially similar to those of other exchanges, BSTX proposes certain additions or modifications to these rules specific to its market. For example, BSTX proposes to add definitions that apply to the proposed BSTX Rule 26000
and 27000 Series. The definitions set forth in proposed Rule 26000 are designed to facilitate understanding of these Rule Series by market participants. Increased clarity may serve to remove impediments to and perfect the mechanism of a free and open market and a national market system and may also foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6b5 of the Exchange Act.266
With respect to initial listing standards for non-ETP Securities, which begin at proposed Rule 26101, the Exchange proposes to adopt listing standards that are substantially similar 265 The Exchange notes that the proposed fees for certain items in the proposed Listing Rules e.g., proxy follow-up mailings are the same as those charged by NYSE American. See e.g., proposed IM
267228 cf. NYSE American Section 722.80.
266 15 U.S.C. 78fb5.

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to the NYSE American listing rules.267
The Exchange believes that adopting listing rules similar to those in place on other national securities exchanges will facilitate more uniform standards across exchanges, which helps foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6b5 of the Exchange Act.268 Market participants that are already familiar with NYSE Americans listing standards will already be familiar with most of the substance of the proposed listing rules.
The Exchange also believes that adopting proposed listing standards that closely resemble those of NYSE
American may also foster competition among listing exchanges for companies seeking to publicly list their securities.
The Exchange is proposing an addition relative to the NYSE American listing rules to the initial listing standards for preferred Securities.269 Specifically, the Exchange proposes an additional standard for preferred Securities to list on the Exchange based on NASDAQ
Rule 5510.270 The Exchange believes a proposed rule providing an additional initial listing standard for preferred Securities consistent with a similar provision of NASDAQ would expand the possible universe of issuances that would be eligible to list on the Exchange to include preferred Securities. The 267 See NYSE American Section 101. The Exchange understands that the Commission has extended relief to NYSE American with respect to certain quantitative listing standards that do not meet the thresholds of SEC Rule 3a511. 17 CFR
240.3a511. Initial listings of securities that do not meet such thresholds and are not subject to the relief provided to NYSE American would qualify as penny stocks and would be subject to additional regulation. BSTX notes that it is not seeking relief related to SEC Rule 3a511 and therefore has clarified proposed Rule 26101a2 to ensure that issuers have at least one year of operating history.
BSTX will also require new listings pursuant to proposed Rule 26102 to have a public distribution of 1 million Securities, 400 public Security holders, and a minimum market price of $4 per Security.
These provisions meet the requirements in SEC
Rule 3a511 and are consistent with the rules of other national securities exchanges. See, e.g., Nasdaq Rule 5510. The quantitative thresholds specified in Rule 26102 are also reflected in the Sample Underwriters Letter that has been submitted as Exhibit 3L to this proposal. In addition, the Exchange notes that proposed Rule 26140, which governs the additional listing requirements of a company that is affiliated with the Exchange, is based on similar provisions in NYSE American Rule 497 and IEX 14.205.
268 15 U.S.C. 78fb5.
269 See proposed Rule 26103.
270 See proposed Rule 26103b2. Preferred Security Distribution Standard 2 requires that a preferred Security listing satisfy the following conditions: Minimum bid price of at least $4 per Security; at least 10 Round Lot holders; at least 200,000 Publicly Held Securities; and Market Value of Publicly Held Securities of at least $3.5 million.

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Exchange believes that such a rule would help remove impediments to and perfect the mechanism of a free and open market and a national market system, consistent with Section 6b5
of the Exchange Act by giving issuers an additional means by which it could list a different type of security i.e., a preferred Security and investors the opportunity to trade in such preferred Securities.271 Further, consistent with the public interest, rules that provide more opportunity for listings may promote competition among listing exchanges and capital formation for issuers.
With respect to the definitions in proposed Rule 26000, these are designed to facilitate understanding of the BSTX Non-ETP Listing Rules by market participants. The Exchange believes that allowing market participants to better understand and interpret the BSTX Non-ETP Listing Rules removes impediments to and perfects the mechanism of a free and open market and a national market system, and may also foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, consistent with Section 6b5 of the Exchange Act.272
The Exchange also proposes certain enhancements to the notice requirements for listed companies to communicate to BSTX related to record dates and defaults.273 The Exchange believes that these additional disclosure and communication obligations can help BSTX in monitoring for listed company compliance with applicable rules and regulations; such additional disclosure obligations are 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 regulating, clearing, settling, processing information with respect to, and 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, consistent with Section 6b5 of the Exchange Act.274
The Exchanges proposed Rules provide additional flexibility for listed 271 15

U.S.C. 78fb5.

272 Id.
273 See Proposed Rule 26502, which requires, among other things, a listing company to give the Exchange at least ten days notice in advance of a record date established for any other purpose, including meetings of shareholders.
274 15 U.S.C. 78fb5.

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