80 FR 31439 - Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing of Proposed Rule Change To Amend the Amended and Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 105 (June 2, 2015)

Page Range		31439-31440
FR Document		2015-13175

Federal Register, Volume 80 Issue 105 (Tuesday, June 2, 2015)

[Federal Register Volume 80, Number 105 (Tuesday, June 2, 2015)]
[Notices]
[Pages 31439-31440]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2015-13175]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75053; File No. SR-Phlx-2015-46]

Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of
Filing of Proposed Rule Change To Amend the Amended and Restated
Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc.

May 27, 2015.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on May 19, 2015, NASDAQ OMX PHLX LLC (``Phlx'' or ``Exchange'')
filed with the Securities and Exchange Commission (``SEC'' or
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

The Exchange is filing this proposed rule change with respect to
amendments of the Amended and Restated Certificate of Incorporation
(the ``Charter'') and By-Laws (the ``By-Laws'') of its parent
corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX'' or the
``Company''), to change the name of the Company to Nasdaq, Inc. The
proposed amendments will be implemented on a date designated by NASDAQ
OMX following approval by the Commission. The text of the proposed rule
change is available on the Exchange's Web site at http://nasdaqomxphlx.cchwallstreet.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 Exchange 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 these 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 aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
As part of an ongoing global rebranding initiative, the Company has
begun to refer to itself, both internally and externally, as Nasdaq,
rather than NASDAQ OMX. For purposes of consistency with its marketing,
communications and other materials, the Company has decided to change
the legal names of NASDAQ OMX and certain of its subsidiaries to
eliminate references to OMX. The Company therefore proposes to amend
its Charter and By-Laws to change its legal name from The NASDAQ OMX
Group, Inc. to Nasdaq, Inc.
Specifically, the Company proposes to file a Certificate of
Amendment to its Charter with the Secretary of State of the State of
Delaware to amend Article First of the Charter to reflect the new name.
In addition, the Company proposes to amend the title and Article I(f)
of the By-Laws to reflect the new name.
2. Statutory Basis
The Exchange believes that its proposal is consistent with section
6(b) of the Act,\3\ in general, and furthers the objectives of section
6(b)(5) of the Act,\4\ in particular, in that it is designed 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 Company is proposing amendments to its Charter and By-Laws to
effectuate its name change to Nasdaq, Inc. The Exchange believes that
the changes will protect investors and the public interest by
eliminating confusion that may exist because of differences between the
Company's corporate name and its current global branding.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

Because the proposed rule change relates to the governance of
NASDAQ OMX and not to the operations of the Exchange, the Exchange does
not believe that the proposed rule change will impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of the Act.

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

No written comments were either solicited or received.

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

Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (a) by order approve
or disapprove such proposed rule change, or (b) institute proceedings

[[Page 31440]]

to determine whether the proposed rule change should be 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-Phlx-2015-46 on the subject line.

Paper Comments

Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-Phlx-2015-46. 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-Phlx-2015-46 and should be
submitted on or before June 22, 2015.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\5\
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\5\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-13175 Filed 6-1-15; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices 31439

file number should be included on the Securities and Exchange Commission from The NASDAQ OMX Group, Inc. to
subject line if email is used. To help the (‘‘SEC’’ or ‘‘Commission’’) the proposed Nasdaq, Inc.
Commission process and review your rule change as described in Items I, II, Specifically, the Company proposes to
comments more efficiently, please use and III below, which Items have been file a Certificate of Amendment to its
only one method. The Commission will prepared by the Exchange. The Charter with the Secretary of State of the
post all comments on the Commission’s Commission is publishing this notice to State of Delaware to amend Article First
Internet Web site (http://www.sec.gov/ solicit comments on the proposed rule of the Charter to reflect the new name.
rules/sro.shtml). Copies of the change from interested persons. In addition, the Company proposes to
submission, all subsequent amend the title and Article I(f) of the
amendments, all written statements I. Self-Regulatory Organization’s
Statement of the Terms of Substance of By-Laws to reflect the new name.
with respect to the proposed rule
change that are filed with the the Proposed Rule Change 2. Statutory Basis
Commission, and all written The Exchange is filing this proposed The Exchange believes that its
communications relating to the rule change with respect to amendments proposal is consistent with section 6(b)
proposed rule change between the of the Amended and Restated Certificate of the Act,3 in general, and furthers the
Commission and any person, other than of Incorporation (the ‘‘Charter’’) and By- objectives of section 6(b)(5) of the Act,4
those that may be withheld from the Laws (the ‘‘By-Laws’’) of its parent in particular, in that it is designed to
public in accordance with the corporation, The NASDAQ OMX Group, promote just and equitable principles of
provisions of 5 U.S.C. 552, will be Inc. (‘‘NASDAQ OMX’’ or the trade, to remove impediments to and
available for Web site viewing and ‘‘Company’’), to change the name of the perfect the mechanism of a free and
printing in the Commission’s Public Company to Nasdaq, Inc. The proposed open market and a national market
Reference Room, 100 F Street NE., amendments will be implemented on a system, and, in general to protect
Washington, DC 20549, on official date designated by NASDAQ OMX investors and the public interest. The
business days between the hours of Company is proposing amendments to
following approval by the Commission.
10:00 a.m. and 3:00 p.m. Copies of the its Charter and By-Laws to effectuate its
The text of the proposed rule change is
filing also will be available for name change to Nasdaq, Inc. The
available on the Exchange’s Web site at
inspection and copying at the principal Exchange believes that the changes will
http://
office of the Exchange. All comments protect investors and the public interest
nasdaqomxphlx.cchwallstreet.com, at
received will be posted without change; by eliminating confusion that may exist
the principal office of the Exchange, and
the Commission does not edit personal because of differences between the
at the Commission’s Public Reference
identifying information from Company’s corporate name and its
Room.
submissions. You should submit only current global branding.
information that you wish to make II. Self-Regulatory Organization’s
available publicly. All submissions Statement of the Purpose of, and B. Self-Regulatory Organization’s
should refer to File Number SR– Statutory Basis for, the Proposed Rule Statement on Burden on Competition
NASDAQ–2015–058 and should be Change Because the proposed rule change
submitted on or before June 23, 2015.
In its filing with the Commission, the relates to the governance of NASDAQ
For the Commission, by the Division of OMX and not to the operations of the
Trading and Markets, pursuant to delegated Exchange included statements
concerning the purpose of and basis for Exchange, the Exchange does not
authority.5
the proposed rule change and discussed believe that the proposed rule change
Robert W. Errett, will impose any burden on competition
Deputy Secretary. any comments it received on the
proposed rule change. The text of these not necessary or appropriate in
[FR Doc. 2015–13174 Filed 6–1–15; 8:45 am] furtherance of the purposes of the Act.
statements may be examined at the
BILLING CODE 8011–01–P
places specified in Item IV below. The C. Self-Regulatory Organization’s
Exchange has prepared summaries, set Statement on Comments on the
SECURITIES AND EXCHANGE forth in sections A, B, and C below, of Proposed Rule Change Received From
COMMISSION the most significant aspects of such Members, Participants, or Others
statements.
[Release No. 34–75053; File No. SR–Phlx– No written comments were either
2015–46] A. Self-Regulatory Organization’s solicited or received.
Statement of the Purpose of, and
Self-Regulatory Organizations; Statutory Basis for, the Proposed Rule III. Date of Effectiveness of the
NASDAQ OMX PHLX LLC; Notice of Change Proposed Rule Change and Timing for
Filing of Proposed Rule Change To Commission Action
Amend the Amended and Restated 1. Purpose
Within 45 days of the date of
Certificate of Incorporation and By- As part of an ongoing global publication of this notice in the Federal
Laws of The NASDAQ OMX Group, Inc. rebranding initiative, the Company has Register or within such longer period (i)
May 27, 2015. begun to refer to itself, both internally as the Commission may designate up to
Pursuant to section 19(b)(1) of the and externally, as Nasdaq, rather than 90 days of such date if it finds such
NASDAQ OMX. For purposes of longer period to be appropriate and
asabaliauskas on DSK5VPTVN1PROD with NOTICES

Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2 consistency with its marketing, publishes its reasons for so finding or
notice is hereby given that on May 19, communications and other materials, (ii) as to which the Exchange consents,
2015, NASDAQ OMX PHLX LLC the Company has decided to change the the Commission shall: (a) by order
(‘‘Phlx’’ or ‘‘Exchange’’) filed with the legal names of NASDAQ OMX and approve or disapprove such proposed
certain of its subsidiaries to eliminate rule change, or (b) institute proceedings
5 17 CFR 200.30–3(a)(12). references to OMX. The Company
1 15 U.S.C. 78s(b)(1). therefore proposes to amend its Charter 3 15 U.S.C. 78f(b).
2 17 CFR 240.19b–4. and By-Laws to change its legal name 4 15 U.S.C. 78f(b)(5).

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31440 Federal Register / Vol. 80, No. 105 / Tuesday, June 2, 2015 / Notices

to determine whether the proposed rule For the Commission, by the Division of Officer, Securities and Exchange
change should be disapproved. Trading and Markets, pursuant to delegated Commission, c/o Remi Pavlik-Simon,
authority.5 100 F Street NE., Washington, DC 20549
IV. Solicitation of Comments Robert W. Errett, or send an email to: PRA_Mailbox@
Deputy Secretary. sec.gov. Comments must be submitted to
Interested persons are invited to
submit written data, views, and [FR Doc. 2015–13175 Filed 6–1–15; 8:45 am] OMB within 30 days of this notice.
BILLING CODE 8011–01–P Dated: May 28, 2015.
arguments concerning the foregoing,
including whether the proposed rule Robert W. Errett,
change is consistent with the Act. SECURITIES AND EXCHANGE Deputy Secretary.
Comments may be submitted by any of COMMISSION [FR Doc. 2015–13379 Filed 6–1–15; 8:45 am]
the following methods: BILLING CODE 8011–01–P
Submission for OMB Review Comment
Electronic Comments
Request
• Use the Commission’s Internet SECURITIES AND EXCHANGE
Upon Written Request Copies Available COMMISSION
comment form (http://www.sec.gov/ From: Securities and Exchange
rules/sro.shtml); or Commission, Office of FOIA Services, [Extension: Rule 17g–1; OMB Control No.
• Send an email to rule- 100 F Street NE., Washington, DC 3235–0213, SEC File No. 270–208]
comments@sec.gov. Please include File 20549–2736.
Submission for OMB Review;
Number SR–Phlx–2015–46 on the Extension: Comment Request
subject line. Form SE. OMB Control No. 3235–0327,
SEC File No. 270–289. Upon Written Request, Copies Available
Paper Comments From: Securities and Exchange
Notice is hereby given that, pursuant
• Send paper comments in triplicate to the Paperwork Reduction Act of 1995 Commission, Office of FOIA Services,
to Brent J. Fields, Secretary, Securities (44 U.S.C. 3501 et seq.), the Securities 100F Street NE., Washington, DC
and Exchange Commission, 100 F Street and Exchange Commission 20549–2736.
NE., Washington, DC 20549–1090. (‘‘Commission’’) has submitted to the Notice is hereby given that, pursuant
Office of Management and Budget a to the Paperwork Reduction Act of 1995
All submissions should refer to File request for extension of the previously (44 U.S.C. 350l–3520), the Securities
Number SR–Phlx–2015–46. This file approved collections of information and Exchange Commission (the
number should be included on the discussed below. ‘‘Commission’’) has submitted to the
subject line if email is used. To help the Form SE (17 CFR 239.64) is used by Office of Management and Budget a
Commission process and review your registrants to file paper copies of request for extension of the previously
comments more efficiently, please use exhibits, reports or other documents approved collection of information
only one method. The Commission will that would be difficult or impossible to discussed below.
post all comments on the Commission’s submit electronically, as provided in Rule 17g–1 (17 CFR 270.17g–1) under
Internet Web site (http://www.sec.gov/ Rule 311 of Regulation S–T (17 CFR the Investment Company Act of 1940
rules/sro.shtml). Copies of the 232.311). The information contained in (the ‘‘Act’’) (15 U.S.C. 80a–17(g))
submission, all subsequent Form SE is used by the Commission to governs the fidelity bonding of officers
amendments, all written statements identify paper copies of exhibits. Form and employees of registered
with respect to the proposed rule SE is a public document and is filed on management investment companies
change that are filed with the occasion. Form SE is filed by (‘‘funds’’) and their advisers. Rule 17g–
Commission, and all written individuals, companies or other entities 1 requires, in part, the following:
communications relating to the that are required to file documents
Independent Directors’ Approval
proposed rule change between the electronically. Approximately 31
Commission and any person, other than registrants file Form SE and it takes an The form and amount of the fidelity
those that may be withheld from the estimated 0.10 hours per response for a bond must be approved by a majority of
public in accordance with the total annual burden of 3 hours. the fund’s independent directors at least
provisions of 5 U.S.C. 552, will be An agency may not conduct or once annually, and the amount of any
available for Web site viewing and sponsor, and a person is not required to premium paid by the fund for any ‘‘joint
printing in the Commission’s Public respond to, a collection of information insured bond,’’ covering multiple funds
Reference Room, 100 F Street NE., unless it displays a currently valid or certain affiliates, must be approved
Washington, DC 20549, on official control number. by a majority of the fund’s independent
The public may view the background directors.
business days between the hours of
documentation for this information
10:00 a.m. and 3:00 p.m. Copies of the Terms and Provisions of the Bond
collection at the following Web site,
filing also will be available for The amount of the bond may not be
www.reginfo.gov . Comments should be
inspection and copying at the principal less than the minimum amounts of
directed to: (i) Desk Officer for the
office of the Exchange. All comments Securities and Exchange Commission, coverage set forth in a schedule based
received will be posted without change; Office of Information and Regulatory on the fund’s gross assets. The bond
asabaliauskas on DSK5VPTVN1PROD with NOTICES

the Commission does not edit personal Affairs, Office of Management and must provide that it shall not be
identifying information from Budget, Room 10102, New Executive cancelled, terminated, or modified
submissions. You should submit only Office Building, Washington, DC 20503, except upon 60-days written notice to
information that you wish to make or by sending an email to: Shagufta_ the affected party and to the
available publicly. All submissions Ahmed@omb.eop.gov; and (ii) Pamela Commission. In the case of a joint
should refer to File Number SR–Phlx– Dyson, Director/Chief Information insured bond, 60-days written notice
2015–46 and should be submitted on or must also be given to each fund covered
before June 22, 2015. 5 17 CFR 200.30–3(a)(12). by the bond. A joint insured bond must

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Document Created: 2015-12-15 15:12:15
Document Modified: 2015-12-15 15:12:15

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 31439