80_FR_17864 80 FR 17801 - Self-Regulatory Organizations; National Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change in Connection With the Amended and Restated Certificate of Incorporation of National Stock Exchange Holdings, Inc., the Exchange's Parent Corporation, and the Amended and Restated Certificate of Incorporation of the Exchange

80 FR 17801 - Self-Regulatory Organizations; National Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change in Connection With the Amended and Restated Certificate of Incorporation of National Stock Exchange Holdings, Inc., the Exchange's Parent Corporation, and the Amended and Restated Certificate of Incorporation of the Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 63 (April 2, 2015)

Page Range17801-17803
FR Document2015-07518

Federal Register, Volume 80 Issue 63 (Thursday, April 2, 2015)
[Federal Register Volume 80, Number 63 (Thursday, April 2, 2015)]
[Notices]
[Pages 17801-17803]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-07518]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74597; File No. SR-NSX-2015-01]


Self-Regulatory Organizations; National Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change in 
Connection With the Amended and Restated Certificate of Incorporation 
of National Stock Exchange Holdings, Inc., the Exchange's Parent 
Corporation, and the Amended and Restated Certificate of Incorporation 
of the Exchange

March 27, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Exchange Act'' or ``Act'') \1\ and Rule 19b-4 thereunder,\2\ 
notice is hereby given that on March 19, 2015, National Stock Exchange, 
Inc. (``NSX[supreg]'' or the ``Exchange'') filed with the Securities 
and Exchange Commission (the ``Commission'') the proposed rule change, 
as described in Items I, II, and III below, which Items have been 
substantially prepared by the Exchange. The Exchange has designated 
this rule proposal as ``non-controversial'' pursuant to Section 
19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6)(iii) thereunder.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing the instant rule amendment to effectuate 
ministerial, non-substantive amendments to (i) the certificate of 
incorporation of National Stock Exchange Holdings, Inc. (``NSX 
Holdings''), a Delaware corporation that owns all of the issued and 
outstanding shares of NSX; and (ii) the certificate of incorporation of 
NSX. The text of the proposed change to the NSX Holdings certificate of 
incorporation is attached as Exhibit 5A and the text of the proposed 
change to the NSX certificate of incorporation is attached as Exhibit 
5B.

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

[[Page 17802]]

statements concerning the purpose of, and statutory 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 is proposing to make ministerial, non-substantive 
amendments to the certificates of incorporation of NSX Holdings and of 
NSX. The Exchange is proposing these amendments in order to satisfy the 
requirements of the Delaware General Corporation Law (the ``DGCL'') and 
correct technical defects in those documents. The Exchange previously 
submitted to the Commission (i) a proposed ``Second Amended and 
Restated Certificate of Incorporation for National Stock Exchange 
Holdings, Inc.'' (the ``Holdings Amended Certificate''); and (ii) a 
proposed ``Second Amended and Restated Certificate of Incorporation for 
National Stock Exchange, Inc.'' (the ``NSX Amended Certificate''). Both 
of these documents were submitted to the Commission as part of a rule 
filing seeking approval of a transaction in which NSX Holdings 
purchased all of the outstanding shares of NSX from the CBOE Stock 
Exchange, LLC.\5\ The Commission granted its approval of the proposed 
transaction on February 13, 2015 \6\ and the transaction closed on 
February 18, 2015.
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    \5\ See Securities Exchange Act Release No. 73944 (December 24, 
2014), 80 FR 85 (January 2, 2015) (SR-NSX-2014-017).
    \6\ See Securities Exchange Act Release No. 74270 (February 13, 
2015), 80 FR 9286 (February 20, 2015) (``Order Granting Approval of 
Proposed Rule Change in Connection With a Proposed Transaction in 
Which National Stock Exchange Holdings, Inc. Will Acquire Ownership 
of the Exchange from the CBOE Stock Exchange, LLC'').
---------------------------------------------------------------------------

    In connection with filing the Holdings Amended Certificate and the 
NSX Amended Certificate with the Delaware Secretary of State, the 
Exchange became aware that the titles of both documents, as filed with 
and approved by the Commission, were not correct and would not be 
acceptable for filing. Specifically, the Holdings Amended Certificate 
was incorrectly titled as the ``Second Amended and Restated Certificate 
of Incorporation'' because, as described below, a prior amendment to 
the Holdings certificate of incorporation through a ``Certificate of 
Amendment to the Certificate of Incorporation'' (the ``Certificate of 
Amendment'') did not constitute an amendment and restatement of the NSX 
Holdings certificate of incorporation under the DGCL. Accordingly, as 
proposed, the Holdings Amended Certificate will be entitled ``Amended 
and Restated Certificate of Incorporation for National Stock Exchange 
Holdings, Inc.'' The NSX Amended Certificate will be entitled ``Amended 
and Restated Certificate of Incorporation of National Stock Exchange, 
Inc.'' because the Exchange had previously filed with the Delaware 
Secretary of State an amended and restated certificate of incorporation 
which would have been deemed a ``second'' amended and restated 
certificate of incorporation, although it had not been titled as such. 
The Exchange also proposes to make conforming amendments to the text of 
each document.
    NSX Holdings was incorporated in the State of Delaware on August 
19, 2014. The original certificate of incorporation for NSX Holdings 
was amended on October 2, 2014 with the filing of the Certificate of 
Amendment with the Delaware Secretary of State. The Certificate of 
Amendment increased the total number of shares of common stock that NSX 
Holdings was authorized to issue from 10,000 shares to 100,000 shares 
with a par value of $0.01 but made no other changes to the certificate 
of incorporation. Prior to the filing of the Holdings Amended 
Certificate with the Delaware Secretary of State, the Exchange became 
aware that, under the DGCL, the document should properly be entitled 
``Amended and Restated Certificate of Incorporation'' because it seeks 
to: (i) Integrate into a single instrument all of the provisions of NSX 
Holdings' certificate of incorporation and the Certificate of 
Amendment; and (ii) further amend NSX Holdings' certificate of 
incorporation.\7\ Since NSX Holdings had not previously filed an 
``Amended and Restated Certificate of Incorporation'' with the Delaware 
Secretary of State, but had only filed the Certificate of Amendment 
increasing the authorized shares that NSX Holdings was permitted to 
issue, the Holdings Amended Certificate in its present form, as filed 
with and approved by the Commission, would not be accepted for filing. 
Accordingly, the Exchange seeks approval for NSX Holdings to modify the 
form of the Holdings Amended Certificate that it proposes to file with 
the Delaware Secretary of State by changing the title and making 
certain conforming amendments in the text of the document. The Exchange 
also proposes to eliminate references in the introductory paragraph of 
the Holdings Amended Certificate to the October 2, 2014 amendment of 
the original certificate of incorporation through the Certificate of 
Amendment, because such references are not necessary for purposes of 
the DGCL.
---------------------------------------------------------------------------

    \7\ Specifically, Section 245(a) of the DGCL provides that ``[a] 
corporation may, whenever desired, integrate into a single 
instrument all of the provisions of its certificate of incorporation 
which are then in effect and operative as a result of there having 
theretofore been filed with the Secretary of State [one] or more 
certificates or other instruments . . . and it may at the same time 
also further amend its certificate of incorporation by adopting a 
restated certificate of incorporation.''
---------------------------------------------------------------------------

    With respect to the NSX Amended Certificate, the Exchange became 
aware that entitling it the ``Second Amended and Restated Certificate 
of Incorporation'' was not correct because a document meeting the 
definition of a second amended and restated certificate of 
incorporation had previously been filed with the Delaware Secretary of 
State, even though it had not been specifically entitled as such.\8\ On 
February 18, 2015, the NSX Amended Certificate, in the form approved by 
the Commission was submitted for filing to the Delaware Secretary of 
State. The Delaware Secretary of State refused to accept the NSX 
Amended Certificate unless it was modified to eliminate the reference 
to it being the ``Second'' Amended and Restated Certificate of 
Incorporation. The title of the document was changed and conforming 
modifications were made to the text. The NSX Amended Certificate was 
accepted by and successfully filed with the Delaware Secretary of 
State.
---------------------------------------------------------------------------

    \8\ On December 30, 2011, the Exchange filed an ``Amended and 
Restated Certificate of Incorporation of National Stock Exchange, 
Inc.'' with the Delaware Secretary of State. As stated therein, the 
original Certificate of Incorporation was filed on December 12, 2005 
and was restated on June 29, 2006.
---------------------------------------------------------------------------

    Accordingly, the Exchange is proposing to amend the NSX Amended 
Certificate previously filed with, and approved by, the Commission by 
entitling the NSX Amended Certificate as the ``Amended and Restated 
Certificate of Incorporation of National Stock Exchange, Inc.'' and 
making conforming amendments to the text of the document. In so doing, 
the Exchange seeks to fully comply with DGCL and with the Exchange Act. 
The Exchange notes that the proposed changes to the Holdings Amended 
Certificate and the NSX Amended Certificate are

[[Page 17803]]

ministerial and do not affect the substance of either document.
2. Statutory Basis
    The Exchange believes that its rule proposal is consistent with 
Section 6(b) of the Exchange Act, in general, and Section 6(b)(5) of 
the Exchange Act, in particular, because the proposed change will align 
the charter documents of NSX Holdings and of the Exchange with the 
specific requirements of the DGCL. The Exchange's proposal to make non-
substantive changes to the Holdings Amended Certificate and the NSX 
Amended Certificate furthers the purposes of Section 6(b)(5) of the Act 
to, among other things, prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, 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. The proposed changes are ministerial, do not affect 
the substance of either document and are necessary to assure that 
charter documents of NSX Holdings and of the Exchange meet the Delaware 
statutory requirements.

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 
for the furtherance of the Act. The proposed rule change is not 
designed to address any competitive issue in the U.S. securities 
markets or have any impact on competition in those markets because it 
is intended to correct technical defects in the form of the 
certificates of incorporation of NSX Holdings and of the Exchange.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has not solicited or received comments on the proposed 
rule change from market participants or others.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not:
    A. Significantly affect the protection of investors or the public 
interest;
    B. impose any significant burden on competition; and
    C. 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 \9\ and 
Rule 19b-4(f)(6) \10\ thereunder.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NSX-2015-01 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-NSX-2015-01. 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 Web site (http://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 Web site 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; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NSX-2015-01 and should be 
submitted on or before April 23, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-07518 Filed 4-1-15; 8:45 am]
BILLING CODE CODE 8011-01-P



                                                                                Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices                                            17801

                                              Digital Media Enterprise license the                       and Exchange Commission, 100 F Street                 SECURITIES AND EXCHANGE
                                              Exchange would charge clients for the                      NE., Washington, DC 20549–1090.                       COMMISSION
                                              BATS One Feed compared to the cost of                         All submissions should refer to File               [Release No. 34–74597; File No. SR–NSX–
                                              the individual data feeds from the BATS                    Number SR–EDGA–2015–14. This file                     2015–01]
                                              Exchanges would enable a vendor to
                                                                                                         number should be included on the
                                              receive the underlying data feeds and                                                                            Self-Regulatory Organizations;
                                                                                                         subject line if email is used. To help the
                                              offer a similar product on a competitive                                                                         National Stock Exchange, Inc.; Notice
                                              basis and with no greater cost than the                    Commission process and review your
                                                                                                         comments more efficiently, please use                 of Filing and Immediate Effectiveness
                                              Exchange.                                                                                                        of Proposed Rule Change in
                                                                                                         only one method. The Commission will
                                              Non-Substantive Change to the                              post all comments on the Commission’s                 Connection With the Amended and
                                              Description of the BATS One Enterprise                     Internet Web site (http://www.sec.gov/                Restated Certificate of Incorporation of
                                              Fee                                                                                                              National Stock Exchange Holdings,
                                                                                                         rules/sro.shtml). Copies of the
                                                                                                                                                               Inc., the Exchange’s Parent
                                                The proposal to amend the                                submission, all subsequent
                                                                                                                                                               Corporation, and the Amended and
                                              description of the Enterprise fee within                   amendments, all written statements
                                              the fee schedule will not have any                                                                               Restated Certificate of Incorporation of
                                                                                                         with respect to the proposed rule                     the Exchange
                                              impact on completion [sic]. The                            change that are filed with the
                                              proposed changes are designed to clarify                   Commission, and all written                           March 27, 2015.
                                              the fee schedule and avoid potential                       communications relating to the                           Pursuant to Section 19(b)(1) of the
                                              investor confusion and do not amend                        proposed rule change between the                      Securities Exchange Act of 1934 (the
                                              the amount or application of the BATS                      Commission and any person, other than                 ‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule
                                              One Enterprise fee.                                                                                              19b–4 thereunder,2 notice is hereby
                                                                                                         those that may be withheld from the
                                              C. Self-Regulatory Organization’s                          public in accordance with the                         given that on March 19, 2015, National
                                              Statement on Comments on the                               provisions of 5 U.S.C. 552, will be                   Stock Exchange, Inc. (‘‘NSX®’’ or the
                                              Proposed Rule Change Received From                         available for Web site viewing and                    ‘‘Exchange’’) filed with the Securities
                                              Members, Participants, or Others                           printing in the Commission’s Public                   and Exchange Commission (the
                                                                                                         Reference Room, 100 F Street NE.,                     ‘‘Commission’’) the proposed rule
                                                The Exchange has neither solicited
                                                                                                         Washington, DC 20549–1090, on official                change, as described in Items I, II, and
                                              nor received written comments on the
                                                                                                                                                               III below, which Items have been
                                              proposed rule change.                                      business days between the hours of
                                                                                                                                                               substantially prepared by the Exchange.
                                                                                                         10:00 a.m. and 3:00 p.m. Copies of such
                                              III. Date of Effectiveness of the                                                                                The Exchange has designated this rule
                                              Proposed Rule Change and Timing for                        filing also will be available for                     proposal as ‘‘non-controversial’’
                                              Commission Action                                          inspection and copying at the principal               pursuant to Section 19(b)(3)(A) of the
                                                                                                         office of the Exchange. All comments                  Act 3 and Rule 19b–4(f)(6)(iii)
                                                 The foregoing rule change has become                    received will be posted without change;
                                              effective pursuant to Section 19(b)(3)(A)                                                                        thereunder.4 The Commission is
                                                                                                         the Commission does not edit personal                 publishing this notice to solicit
                                              of the Act 33 and paragraph (f) of Rule
                                                                                                         identifying information from                          comments on the proposed rule change
                                              19b–4 thereunder.34 At any time within
                                              60 days of the filing of the proposed rule                 submissions. You should submit only                   from interested persons.
                                              change, the Commission summarily may                       information that you wish to make
                                                                                                         available publicly. All submissions                   I. Self-Regulatory Organization’s
                                              temporarily suspend such rule change if                                                                          Statement of the Terms of Substance of
                                              it appears to the Commission that such                     should refer to File Number SR–EDGA–
                                                                                                                                                               the Proposed Rule Change
                                              action is necessary or appropriate in the                  2015–14, and should be submitted on or
                                              public interest, for the protection of                     before April 23, 2015.                                   The Exchange is filing the instant rule
                                              investors, or otherwise in furtherance of                                                                        amendment to effectuate ministerial,
                                                                                                           For the Commission, by the Division of
                                              the purposes of the Act.                                                                                         non-substantive amendments to (i) the
                                                                                                         Trading and Markets, pursuant to delegated
                                                                                                                                                               certificate of incorporation of National
                                              IV. Solicitation of Comments                               authority.35
                                                                                                                                                               Stock Exchange Holdings, Inc. (‘‘NSX
                                                                                                         Brent J. Fields,                                      Holdings’’), a Delaware corporation that
                                                Interested persons are invited to
                                              submit written data, views, and                            Secretary.                                            owns all of the issued and outstanding
                                              arguments concerning the foregoing,                        [FR Doc. 2015–07521 Filed 4–1–15; 8:45 am]            shares of NSX; and (ii) the certificate of
                                              including whether the proposed rule                        BILLING CODE CODE 8011–01–P                           incorporation of NSX. The text of the
                                              change is consistent with the Act.                                                                               proposed change to the NSX Holdings
                                              Comments may be submitted by any of                                                                              certificate of incorporation is attached
                                              the following methods:                                                                                           as Exhibit 5A and the text of the
                                                                                                                                                               proposed change to the NSX certificate
                                              Electronic Comments                                                                                              of incorporation is attached as Exhibit
                                                • Use the Commission’s Internet                                                                                5B.
                                              comment form (http://www.sec.gov/
                                              rules/sro.shtml); or                                                                                             II. Self-Regulatory Organization’s
                                                • Send an email to rule-comments@                                                                              Statement of the Purpose of, and
                                              sec.gov. Please include File Number SR–                                                                          Statutory Basis for, the Proposed Rule
                                              EDGA–2015–14 on the subject line.                                                                                Change
tkelley on DSK3SPTVN1PROD with NOTICES




                                                                                                                                                                  In its filing with the Commission, the
                                              Paper Comments
                                                                                                                                                               self-regulatory organization included
                                                • Send paper comments in triplicate
                                              to Brent J. Fields, Secretary, Securities                                                                          1 15 U.S.C. 78s(b)(1).
                                                                                                                                                                 2 17 CFR 240.19b–4.
                                                33 15   U.S.C. 78s(b)(3)(A).                                                                                     3 15 U.S.C. 78s(b)(3)(A).
                                                34 17   CFR 240.19b–4(f).                                  35 17   CFR 200.30–3(a)(12).                          4 17 CFR 240.19b–4(f)(6)(iii).




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                                              17802                          Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices

                                              statements concerning the purpose of,                   described below, a prior amendment to                    was permitted to issue, the Holdings
                                              and statutory basis for, the proposed                   the Holdings certificate of incorporation                Amended Certificate in its present form,
                                              rule change and discussed any                           through a ‘‘Certificate of Amendment to                  as filed with and approved by the
                                              comments it received on the proposed                    the Certificate of Incorporation’’ (the                  Commission, would not be accepted for
                                              rule change. The text of those                          ‘‘Certificate of Amendment’’) did not                    filing. Accordingly, the Exchange seeks
                                              statements may be examined at the                       constitute an amendment and                              approval for NSX Holdings to modify
                                              places specified in Item IV below. The                  restatement of the NSX Holdings                          the form of the Holdings Amended
                                              Exchange has prepared summaries, set                    certificate of incorporation under the                   Certificate that it proposes to file with
                                              forth in sections A, B, and C below, of                 DGCL. Accordingly, as proposed, the                      the Delaware Secretary of State by
                                              the most significant parts of such                      Holdings Amended Certificate will be                     changing the title and making certain
                                              statements.                                             entitled ‘‘Amended and Restated                          conforming amendments in the text of
                                              A. Self-Regulatory Organization’s                       Certificate of Incorporation for National                the document. The Exchange also
                                              Statement of the Purpose of, and                        Stock Exchange Holdings, Inc.’’ The                      proposes to eliminate references in the
                                              Statutory Basis for, the Proposed Rule                  NSX Amended Certificate will be                          introductory paragraph of the Holdings
                                              Change                                                  entitled ‘‘Amended and Restated                          Amended Certificate to the October 2,
                                                                                                      Certificate of Incorporation of National                 2014 amendment of the original
                                              1. Purpose                                              Stock Exchange, Inc.’’ because the                       certificate of incorporation through the
                                                 The Exchange is proposing to make                    Exchange had previously filed with the                   Certificate of Amendment, because such
                                              ministerial, non-substantive                            Delaware Secretary of State an amended                   references are not necessary for
                                              amendments to the certificates of                       and restated certificate of incorporation                purposes of the DGCL.
                                              incorporation of NSX Holdings and of                    which would have been deemed a                              With respect to the NSX Amended
                                              NSX. The Exchange is proposing these                    ‘‘second’’ amended and restated                          Certificate, the Exchange became aware
                                              amendments in order to satisfy the                      certificate of incorporation, although it                that entitling it the ‘‘Second Amended
                                              requirements of the Delaware General                    had not been titled as such. The                         and Restated Certificate of
                                              Corporation Law (the ‘‘DGCL’’) and                      Exchange also proposes to make                           Incorporation’’ was not correct because
                                              correct technical defects in those                      conforming amendments to the text of                     a document meeting the definition of a
                                              documents. The Exchange previously                      each document.                                           second amended and restated certificate
                                              submitted to the Commission (i) a                          NSX Holdings was incorporated in                      of incorporation had previously been
                                              proposed ‘‘Second Amended and                           the State of Delaware on August 19,                      filed with the Delaware Secretary of
                                              Restated Certificate of Incorporation for               2014. The original certificate of                        State, even though it had not been
                                              National Stock Exchange Holdings,                       incorporation for NSX Holdings was                       specifically entitled as such.8 On
                                              Inc.’’ (the ‘‘Holdings Amended                          amended on October 2, 2014 with the                      February 18, 2015, the NSX Amended
                                              Certificate’’); and (ii) a proposed                     filing of the Certificate of Amendment                   Certificate, in the form approved by the
                                              ‘‘Second Amended and Restated                           with the Delaware Secretary of State.                    Commission was submitted for filing to
                                              Certificate of Incorporation for National               The Certificate of Amendment increased                   the Delaware Secretary of State. The
                                              Stock Exchange, Inc.’’ (the ‘‘NSX                       the total number of shares of common                     Delaware Secretary of State refused to
                                              Amended Certificate’’). Both of these                   stock that NSX Holdings was authorized                   accept the NSX Amended Certificate
                                              documents were submitted to the                         to issue from 10,000 shares to 100,000                   unless it was modified to eliminate the
                                              Commission as part of a rule filing                     shares with a par value of $0.01 but                     reference to it being the ‘‘Second’’
                                              seeking approval of a transaction in                    made no other changes to the certificate                 Amended and Restated Certificate of
                                              which NSX Holdings purchased all of                     of incorporation. Prior to the filing of                 Incorporation. The title of the document
                                              the outstanding shares of NSX from the                  the Holdings Amended Certificate with                    was changed and conforming
                                              CBOE Stock Exchange, LLC.5 The                          the Delaware Secretary of State, the                     modifications were made to the text.
                                              Commission granted its approval of the                  Exchange became aware that, under the                    The NSX Amended Certificate was
                                              proposed transaction on February 13,                    DGCL, the document should properly be                    accepted by and successfully filed with
                                              2015 6 and the transaction closed on                    entitled ‘‘Amended and Restated                          the Delaware Secretary of State.
                                              February 18, 2015.                                      Certificate of Incorporation’’ because it                   Accordingly, the Exchange is
                                                 In connection with filing the Holdings               seeks to: (i) Integrate into a single                    proposing to amend the NSX Amended
                                              Amended Certificate and the NSX                         instrument all of the provisions of NSX                  Certificate previously filed with, and
                                              Amended Certificate with the Delaware                   Holdings’ certificate of incorporation                   approved by, the Commission by
                                              Secretary of State, the Exchange became                 and the Certificate of Amendment; and                    entitling the NSX Amended Certificate
                                              aware that the titles of both documents,                (ii) further amend NSX Holdings’                         as the ‘‘Amended and Restated
                                              as filed with and approved by the                       certificate of incorporation.7 Since NSX                 Certificate of Incorporation of National
                                              Commission, were not correct and                        Holdings had not previously filed an                     Stock Exchange, Inc.’’ and making
                                              would not be acceptable for filing.                     ‘‘Amended and Restated Certificate of                    conforming amendments to the text of
                                              Specifically, the Holdings Amended                      Incorporation’’ with the Delaware                        the document. In so doing, the Exchange
                                              Certificate was incorrectly titled as the               Secretary of State, but had only filed the               seeks to fully comply with DGCL and
                                              ‘‘Second Amended and Restated                           Certificate of Amendment increasing the                  with the Exchange Act. The Exchange
                                              Certificate of Incorporation’’ because, as              authorized shares that NSX Holdings                      notes that the proposed changes to the
                                                 5 See Securities Exchange Act Release No. 73944
                                                                                                                                                               Holdings Amended Certificate and the
                                                                                                         7 Specifically, Section 245(a) of the DGCL
                                              (December 24, 2014), 80 FR 85 (January 2, 2015)
                                                                                                                                                               NSX Amended Certificate are
                                                                                                      provides that ‘‘[a] corporation may, whenever
tkelley on DSK3SPTVN1PROD with NOTICES




                                              (SR–NSX–2014–017).                                      desired, integrate into a single instrument all of the
                                                 6 See Securities Exchange Act Release No. 74270      provisions of its certificate of incorporation which        8 On December 30, 2011, the Exchange filed an

                                              (February 13, 2015), 80 FR 9286 (February 20, 2015)     are then in effect and operative as a result of there    ‘‘Amended and Restated Certificate of Incorporation
                                              (‘‘Order Granting Approval of Proposed Rule             having theretofore been filed with the Secretary of      of National Stock Exchange, Inc.’’ with the
                                              Change in Connection With a Proposed Transaction        State [one] or more certificates or other instruments    Delaware Secretary of State. As stated therein, the
                                              in Which National Stock Exchange Holdings, Inc.         . . . and it may at the same time also further amend     original Certificate of Incorporation was filed on
                                              Will Acquire Ownership of the Exchange from the         its certificate of incorporation by adopting a           December 12, 2005 and was restated on June 29,
                                              CBOE Stock Exchange, LLC’’).                            restated certificate of incorporation.’’                 2006.



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                                                                             Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices                                                  17803

                                              ministerial and do not affect the                       designate, it has become effective                     10:00 a.m. and 3:00 p.m. Copies of the
                                              substance of either document.                           pursuant to Section 19(b)(3)(A) of the                 filing also will be available for
                                                                                                      Act 9 and Rule 19b–4(f)(6) 10 thereunder.              inspection and copying at the principal
                                              2. Statutory Basis                                         At any time within 60 days of the                   office of the Exchange. All comments
                                                 The Exchange believes that its rule                  filing of the proposed rule change, the                received will be posted without change;
                                              proposal is consistent with Section 6(b)                Commission summarily may                               the Commission does not edit personal
                                              of the Exchange Act, in general, and                    temporarily suspend such rule change if                identifying information from
                                              Section 6(b)(5) of the Exchange Act, in                 it appears to the Commission that such                 submissions. You should submit only
                                              particular, because the proposed change                 action is necessary or appropriate in the              information that you wish to make
                                              will align the charter documents of NSX                 public interest, for the protection of                 available publicly. All submissions
                                              Holdings and of the Exchange with the                   investors, or otherwise in furtherance of
                                              specific requirements of the DGCL. The                                                                         should refer to File Number SR–NSX–
                                                                                                      the purposes of the Act. If the
                                              Exchange’s proposal to make non-                                                                               2015–01 and should be submitted on or
                                                                                                      Commission takes such action, the
                                              substantive changes to the Holdings                     Commission will institute proceedings                  before April 23, 2015.
                                              Amended Certificate and the NSX                         to determine whether the proposed rule                   For the Commission, by the Division of
                                              Amended Certificate furthers the                        change should be approved or                           Trading and Markets, pursuant to delegated
                                              purposes of Section 6(b)(5) of the Act to,              disapproved.                                           authority.11
                                              among other things, prevent fraudulent                                                                         Brent J. Fields,
                                                                                                      IV. Solicitation of Comments
                                              and manipulative acts and practices, to                                                                        Secretary.
                                              promote just and equitable principles of                  Interested persons are invited to
                                                                                                                                                             [FR Doc. 2015–07518 Filed 4–1–15; 8:45 am]
                                              trade, to remove impediments to, and                    submit written data, views and
                                                                                                      arguments concerning the foregoing,                    BILLING CODE CODE 8011–01–P
                                              perfect the mechanism of a free and
                                              open market and a national market                       including whether the proposed rule
                                              system and, in general, to protect                      change is consistent with the Act.
                                                                                                      Comments may be submitted by any of                    SECURITIES AND EXCHANGE
                                              investors and the public interest. The
                                              proposed changes are ministerial, do not                the following methods:                                 COMMISSION
                                              affect the substance of either document                 Electronic Comments
                                              and are necessary to assure that charter                                                                       [File No. 500–1]
                                              documents of NSX Holdings and of the                      • Use the Commission’s Internet
                                              Exchange meet the Delaware statutory                    comment form (http://www.sec.gov/                      Order of Suspension of Trading; Earth
                                              requirements.                                           rules/sro.shtml); or                                   Dragon Resources, Inc.
                                                                                                        • Send an email to rule-comments@
                                              B. Self-Regulatory Organization’s                       sec.gov. Please include File Number SR–                March 31, 2015.
                                              Statement on Burden on Competition                      NSX–2015–01 on the subject line.                         It appears to the Securities and
                                                The Exchange does not believe that                    Paper Comments                                         Exchange Commission that there is a
                                              the proposed rule change will impose                                                                           lack of current and accurate information
                                                                                                        • Send paper comments in triplicate
                                              any burden on competition that is not                                                                          concerning the securities of Earth
                                                                                                      to Secretary, Securities and Exchange
                                              necessary or appropriate for the                                                                               Dragon Resources, Inc. (‘‘Earth Dragon’’)
                                                                                                      Commission, 100 F Street NE.,
                                              furtherance of the Act. The proposed                                                                           because it has not filed a periodic report
                                                                                                      Washington, DC 20549–1090.
                                              rule change is not designed to address                                                                         since it filed its Form 10–Q for the
                                              any competitive issue in the U.S.                       All submissions should refer to File
                                                                                                      Number SR–NSX–2015–01. This file                       period ending August 31, 2011, filed on
                                              securities markets or have any impact                                                                          October 3, 2012. Earth Dragon’s
                                              on competition in those markets                         number should be included on the
                                                                                                      subject line if email is used. To help the             common stock (ticker ‘‘EARH’’) is
                                              because it is intended to correct                                                                              quoted on OTC Link (previously ‘‘Pink
                                              technical defects in the form of the                    Commission process and review your
                                                                                                      comments more efficiently, please use                  Sheets’’) operated by OTC Markets
                                              certificates of incorporation of NSX
                                                                                                      only one method. The Commission will                   Group, Inc.
                                              Holdings and of the Exchange.
                                                                                                      post all comments on the Commission’s                    The Commission is of the opinion that
                                              C. Self-Regulatory Organization’s                       Internet Web site (http://www.sec.gov/                 the public interest and the protection of
                                              Statement on Comments on the                            rules/sro.shtml). Copies of the                        investors require a suspension of trading
                                              Proposed Rule Change Received From                      submission, all subsequent                             in the securities of Earth Dragon.
                                              Members, Participants, or Others                        amendments, all written statements
                                                                                                      with respect to the proposed rule                        Therefore, it is ordered, pursuant to
                                                The Exchange has not solicited or                                                                            Section 12(k) of the Securities Exchange
                                              received comments on the proposed                       change that are filed with the
                                                                                                      Commission, and all written                            Act of 1934, that trading in the
                                              rule change from market participants or
                                                                                                      communications relating to the                         securities of Earth Dragon is suspended
                                              others.
                                                                                                      proposed rule change between the                       for the period from 9:30 a.m. EDT on
                                              III. Date of Effectiveness of the                       Commission and any person, other than                  March 31, 2015 through 11:59 p.m. EDT
                                              Proposed Rule Change and Timing for                     those that may be withheld from the                    on April 14, 2015.
                                              Commission Action                                       public in accordance with the                             By the Commission.
                                                 Because the foregoing proposed rule                  provisions of 5 U.S.C. 552, will be                    Jill M. Peterson,
                                              change does not:                                        available for Web site viewing and
                                                                                                                                                             Assistant Secretary.
tkelley on DSK3SPTVN1PROD with NOTICES




                                                 A. Significantly affect the protection               printing in the Commission’s Public
                                              of investors or the public interest;                                                                           [FR Doc. 2015–07674 Filed 3–31–15; 4:15 pm]
                                                                                                      Reference Room, 100 F Street NE.,
                                                 B. impose any significant burden on                  Washington, DC 20549, on official                      BILLING CODE CODE 8011–01–P
                                              competition; and                                        business days between the hours of
                                                 C. become operative for 30 days from
                                              the date on which it was filed, or such                   9 15   U.S.C. 78s(b)(3)(A).
                                              shorter time as the Commission may                        10 17   CFR 240.19b–4(f)(6).                           11 17   CFR 200.30–3(a)(12).



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Document Created: 2018-02-21 10:03:54
Document Modified: 2018-02-21 10:03:54
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 17801 

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