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

companies in choosing how liquidity would be provided in their listings by allowing listed companies to meet either the DMM Requirement or Active Market Maker Requirement for initial listing and continued trading.275 Pursuant to proposed Rule 26205, a company may choose to be assigned a DMM by the Exchange or to select its own DMM.276
Alternatively, a company may elect, or the Exchange may determine, that, in lieu of a DMM, a minimum of three 3
market makers would be assigned to the Security at initial listing; such requirement may be reduced to two 2
market makers following the initial listing, consistent with proposed Rule 26106. The Exchange believes that such additional flexibility would promote 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.277 The Commission has previously approved exchange rules providing for three market makers to be assigned to a particular security upon initial listing and only two for continued listing.278 In accordance with these previously approved rules, the Exchange believes proposed Rule 26205 would ensure fair and orderly markets and would facilitate the provision of sufficient liquidity for Securities.
The Exchange also proposes a number of other non-substantive changes from 275 See proposed Rule 26205. BSTX-listed Securities must meet the criteria specified in proposed Rule 26106, which provides that unless otherwise provided, all Securities listed pursuant to the BSTX Listing Standards must meet one of the following requirements: 1 The DMM Requirement whereby a DMM must be assigned to a given Security; or 2 the Active Market Maker Requirement which states that i for initial inclusion the Security must have at least three registered and active Market Makers, and ii for continued listing, a Security must have at least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid.
276 Exchange personnel responsible for managing the listing and onboarding process would be responsible for determining to which DMM a Security would be assigned. As provided in proposed Rule 26205, the Exchange makes every effort to see that each Security is allocated in the best interests of the company and its shareholders, as well as that of the public and the Exchange.
Similarly, the Exchange anticipates that these same personnel would be responsible for answering questions relating to the Exchanges listing rules pursuant to proposed Rule 26994 New Policies.
The Exchange notes that certain provisions in the NYSE American Listing Manual contemplate a Listing Qualifications Analyst that would perform a number of these functions. The Exchange is not proposing to adopt provisions that specifically contemplate a Listing Qualifications Analyst, but expects to have personnel that will perform the same basic functions, such as advising issuers and prospective issuers with respect to relevant rules related to listing.
277 15 U.S.C. 78fb5.
278 See e.g., IEX Rule 14.206.

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the baseline NYSE American listing rules, such as to eliminate references to the concept of a specialist, since BSTX will not have a specialist,279 or references to certificated equities, since Securities will be uncertificated equities.280 As another example, NYSE
American Section 623 requires that three copies of certain press releases be sent to the exchange, while the Exchange proposes only that a single copy of such press release be shared with the Exchange.281 In addition, the Exchange proposes to adopt Rule 26720
in a manner that is substantially similar to NYSE American Section 720, but proposes to modify the internal citations to ensure consistency with its proposed Rulebook.282 In its proposed Rules, the 279 See e.g., NYSE American Section 513f, noting that open orders to buy and open orders to sell on the books of a specialist on an ex rights date are reduced by the cash value of the rights.
Proposed Rule 26340f deletes this provision because BSTX will not have specialists. Similarly, because BSTX will not have specialists, the Exchange is not proposing to adopt a parallel rule to NYSE American Section 516, which specifies that certain types of orders are to be reduced by a specialist when a security is quoted ex-dividend, ex-distribution or ex-rights are set forth in NYSE
American Rule 132.
280 See e.g., NYSE American Section 117
including a clause relating to paired securities for which the stock certificates of which are printed back-to-back on a single certificate. Similarly, the Exchange has proposed to replace certain references to the Office of General Counsel contained in certain NYSE American Listing Rule see e.g., Section 1205 with references to the Exchanges Legal Department to accommodate differences in BSTXs organizational structure. See proposed Rule 27204. As another example, proposed Rule 27205
refers to the Exchanges Hearing Committee as defined in Section 6.08 of the Exchanges By-Laws to similarly accommodate organizational differences between the Exchange and NYSE
American.
281 See proposed Rule 26623.
282 Specifically, proposed Rule 26720 would provide that participants must comply with Rules 26720 through 26725 and BSTXs Rule 22020
Forwarding of Proxy and Other Issuer-Related Materials; Proxy Voting. NYSE American Section 726, upon which proposed Rule 26720 is based, includes cross-references to NYSE Americans corresponding rules to proposed Rules 26720
through 26725, and also includes cross-references to NYSE American Rules 578 through 585, for which the Exchange is not proposing corresponding rules. These NYSE American rules for which the Exchange is not proposing to adopt a parallel rule relate to certain requirements specific to proxy voting e.g., requiring that a member state the actual number of shares for which a proxy is givenNYSE
American Rule 578 or, in some cases, relate to certificated securities e.g., NYSE American Rule 579, which would be inapplicable to the Exchange since it proposes to only list uncertificated securities. The Exchange believes that it does not need to propose to adopt parallel rules corresponding to NYSE American Rules 578585 at this time and notes that other listing exchanges do not appear have corresponding versions of these NYSE American Rules. See e.g., Cboe BZX Rules.
The Exchange believes that proposed Rule 26720
and the Exchanges other proposed Rules governing proxies, including those referenced in proposed Rule 26720, are sufficient to govern BSTX
Participants obligations with respect to proxies.

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Exchange has not included certain form letters related to proxy rules that are included in the NYSE American rules; 283 instead, these forms will be included in the BSTX Listing Supplement.284 The Exchange is not proposing to adopt provisions relating to future priced securities at this time.285 In addition, the Exchange is not proposing to allow for listing of foreign companies, other than Canadian companies,286 or to allow for issuers to transfer their existing securities to BSTX.287 Similarly, the Exchange is not proposing at this time to support debt securities other than those that may be ETPs, so the Exchange has not proposed to adopt certain provisions from the NYSE American Listing Manual related to bonds/debt 283 The forms found in NYSE American Section 722.20 and 722.40 would be included in the BSTX
Listing Supplement.
284 The BSTX Listing Supplement would contain samples of letters containing the information and instructions required pursuant to the proxy rules to be given to clients in the circumstances indicated in the appropriate heading. These are intended to serve as examples and not as prescribed forms.
Participants would be permitted to adapt the form of these letters for their own purposes provided all of the required information and instructions are clearly enumerated in letters to clients. Pursuant to proposed Rule 26212, the BSTX Listing Supplement would also include a sample application for original listing, which the Exchange has submitted as Exhibit 3G. In addition, proposed Rule 26350
states that the BSTX Listing Supplement will include a sample cancellation notice; the Exchange expects such notice to be substantially in the same form as NYSE Americans sample notice in NYSE
American Section 350. Other examples of items that would appear in the BSTX Listing Supplement include certain certifications to be completed by the CEO of listed companies pursuant to proposed Rule 26810a and c, and forms of letters to be sent to clients requesting voting instructions and other letters relating to proxy votes pursuant to proposed IM267222 and IM267224. The Exchange expects that these proposed materials in the BSTX
Listing Supplement would be substantially similar to the corresponding versions of such samples used by NYSE American. The purpose of putting these sample letters and other information into the BSTX
Listing Supplement rather than directly in the rules is to improve the readability of the Rules.
285 See e.g., NYSE American Section 101, Commentary .02. The Exchange is also not proposing to adopt a parallel provision to NYSE
American Section 950 Explanation of Difference between Listed and Unlisted Trading Privileges because the Exchange believes that such provision is not necessary and contains extraneous historical details that are not particularly relevant to the trading of Securities. The Exchange notes that numerous other listing exchanges do not have a similar provision to NYSE American Section 950.
See e.g., IEX Listing Rules.
286 See proposed Rule 26109. Because the Exchange does not propose to allow foreign issuers of Securities, it does not propose to adopt a parallel provision to NYSE American Section 110 and other similar provisions relating to foreign issuerse.g., NYSE American Section 801f.
287 Consequently, the Exchange does not propose to adopt a parallel provision to NYSE American Section 113 at this time.

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