80 FR 31625 - Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; 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 106 (June 3, 2015)

Page Range		31625-31626
FR Document		2015-13449
Federal Register, Volume 80 Issue 106 (Wednesday, June 3, 2015)
[Federal Register Volume 80, Number 106 (Wednesday, June 3, 2015)]
[Notices]
[Pages 31625-31626]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-13449]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75063; File No. SR-SCCP-2015-01]


Self-Regulatory Organizations; Stock Clearing Corporation of 
Philadelphia; 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 28, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 19, 2015, Stock Clearing Corporation of Philadelphia (``SCCP'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by SCCP. 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

    SCCP is filing this proposed rule change with respect to amendments 
of the Amended and Restated Certificate of

[[Page 31626]]

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 SCCP's Web site at http://nasdaqomxphlx.cchwallstreet.com/nasdaqomxphlx/sccp/, at the principal 
office of SCCP, 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, SCCP 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. SCCP 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
    SCCP believes that its proposal is consistent with Section 
17A(b)(3)(C) of the Act,\3\ in that it assures a fair representation of 
shareholders and participants in the selection of directors and 
administration of its affairs. While the proposals relate to the 
organizational documents of NASDAQ OMX, rather than SCCP, SCCP is 
indirectly owned by NASDAQ OMX, and therefore, NASDAQ OMX's 
stockholders have an indirect stake in SCCP. In addition, the 
participants in SCCP, to the extent any exist, could purchase stock in 
NASDAQ OMX in the open market, just like any other stockholder.
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    \3\ 15 U.S.C. 78q-1(b)(3)(C).
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    Specifically, NASDAQ OMX is proposing changes to its Charter and 
By-Laws to change NASDAQ OMX's legal name to Nasdaq, Inc. SCCP believes 
that the changes will eliminate confusion that may exist because of 
NASDAQ OMX's ongoing global rebranding as Nasdaq. As a result, SCCP 
believes that the proposals assure a fair representation of NASDAQ 
OMX's stockholders in the selection of directors and administration of 
NASDAQ OMX's affairs, as well as the affairs of SCCP.

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 SCCP, SCCP 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 up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which SCCP consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings 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 [email protected]. Please include 
File Number SR-SCCP-2015-01 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-SCCP-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 SCCP. 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-SCCP-2015-01 and should be 
submitted on or before June 24, 2015.
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    \4\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\4\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-13449 Filed 6-2-15; 8:45 am]
BILLING CODE 8011-01-P
31626 Federal Register / Vol. 80, No. 106 / Wednesday, June 3, 2015 / Notices

Incorporation (the ‘‘Charter’’) and By- and administration of its affairs. While Electronic Comments
Laws (the ‘‘By-Laws’’) of its parent the proposals relate to the
corporation, The NASDAQ OMX Group, organizational documents of NASDAQ • Use the Commission’s Internet
Inc. (‘‘NASDAQ OMX’’ or the OMX, rather than SCCP, SCCP is comment form (http://www.sec.gov/
‘‘Company’’), to change the name of the indirectly owned by NASDAQ OMX, rules/sro.shtml); or
Company to Nasdaq, Inc. The proposed and therefore, NASDAQ OMX’s • Send an email to rule-comments@
amendments will be implemented on a stockholders have an indirect stake in sec.gov. Please include File Number SR–
date designated by NASDAQ OMX SCCP. In addition, the participants in SCCP–2015–01 on the subject line.
following approval by the Commission. SCCP, to the extent any exist, could
The text of the proposed rule change is purchase stock in NASDAQ OMX in the Paper Comments
available on SCCP’s Web site at http:// open market, just like any other
nasdaqomxphlx.cchwallstreet.com/ • Send paper comments in triplicate
stockholder.
nasdaqomxphlx/sccp/, at the principal Specifically, NASDAQ OMX is to Brent J. Fields, Secretary, Securities
office of SCCP, and at the Commission’s proposing changes to its Charter and By- and Exchange Commission, 100 F Street
Public Reference Room. Laws to change NASDAQ OMX’s legal NE., Washington, DC 20549–1090.
II. Self-Regulatory Organization’s name to Nasdaq, Inc. SCCP believes that All submissions should refer to File
Statement of the Purpose of, and the changes will eliminate confusion Number SR–SCCP–2015–01. This file
Statutory Basis for, the Proposed Rule that may exist because of NASDAQ number should be included on the
Change OMX’s ongoing global rebranding as subject line if email is used. To help the
Nasdaq. As a result, SCCP believes that Commission process and review your
In its filing with the Commission, the proposals assure a fair
SCCP included statements concerning comments more efficiently, please use
representation of NASDAQ OMX’s only one method. The Commission will
the purpose of and basis for the stockholders in the selection of directors
proposed rule change and discussed any post all comments on the Commission’s
and administration of NASDAQ OMX’s
comments it received on the proposed Internet Web site (http://www.sec.gov/
affairs, as well as the affairs of SCCP.
rule change. The text of these statements rules/sro.shtml). Copies of the
may be examined at the places specified B. Self-Regulatory Organization’s submission, all subsequent
in Item IV below. SCCP has prepared Statement on Burden on Competition amendments, all written statements
summaries, set forth in sections A, B, Because the proposed rule change with respect to the proposed rule
and C below, of the most significant relates to the governance of NASDAQ change that are filed with the
aspects of such statements. OMX and not to the operations of SCCP, Commission, and all written
A. Self-Regulatory Organization’s SCCP does not believe that the proposed communications relating to the
Statement of the Purpose of, and rule change will impose any burden on proposed rule change between the
Statutory Basis for, the Proposed Rule competition not necessary or Commission and any person, other than
Change appropriate in furtherance of the those that may be withheld from the
purposes of the Act. public in accordance with the
1. Purpose
C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be
As part of an ongoing global available for Web site viewing and
Statement on Comments on the
rebranding initiative, the Company has printing in the Commission’s Public
Proposed Rule Change Received From
begun to refer to itself, both internally Reference Room, 100 F Street NE.,
Members, Participants, or Others
and externally, as Nasdaq, rather than Washington, DC 20549 on official
NASDAQ OMX. For purposes of No written comments were either
business days between the hours of
consistency with its marketing, solicited or received.
10:00 a.m. and 3:00 p.m. Copies of the
communications and other materials, III. Date of Effectiveness of the filing also will be available for
the Company has decided to change the Proposed Rule Change and Timing for
legal names of NASDAQ OMX and inspection and copying at the principal
Commission Action office of SCCP. All comments received
certain of its subsidiaries to eliminate
references to OMX. The Company Within 45 days of the date of will be posted without change; the
therefore proposes to amend its Charter publication of this notice in the Federal Commission does not edit personal
and By-Laws to change its legal name Register or within such longer period identifying information from
from The NASDAQ OMX Group, Inc. to up to 90 days (i) as the Commission may submissions. You should submit only
Nasdaq, Inc. designate if it finds such longer period information that you wish to make
Specifically, the Company proposes to to be appropriate and publishes its available publicly. All submissions
file a Certificate of Amendment to its reasons for so finding or (ii) as to which should refer to File Number SR–SCCP–
Charter with the Secretary of State of the SCCP consents, the Commission will: 2015–01 and should be submitted on or
State of Delaware to amend Article First (A) By order approve or disapprove before June 24, 2015.
of the Charter to reflect the new name. such proposed rule change, or
(B) institute proceedings to determine For the Commission, by the Division of
In addition, the Company proposes to
whether the proposed rule change Trading and Markets, pursuant to delegated
amend the title and Article I(f) of the
should be disapproved. authority.4
By-Laws to reflect the new name.
Robert W. Errett,
2. Statutory Basis IV. Solicitation of Comments
Deputy Secretary.
tkelley on DSK3SPTVN1PROD with NOTICES

SCCP believes that its proposal is Interested persons are invited to [FR Doc. 2015–13449 Filed 6–2–15; 8:45 am]
consistent with Section 17A(b)(3)(C) of submit written data, views, and BILLING CODE 8011–01–P
the Act,3 in that it assures a fair arguments concerning the foregoing,
representation of shareholders and including whether the proposed rule
participants in the selection of directors change is consistent with the Act.
Comments may be submitted by any of
3 15 U.S.C. 78q–1(b)(3)(C). the following methods: 4 17 CFR 200.30–3(a)(12).

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Document Created: 2015-12-15 15:08:44
Document Modified: 2015-12-15 15:08:44
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 31625