80 FR 31627 - Self-Regulatory Organizations; Boston Stock Exchange Clearing Corporation; 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)

[Federal Register Volume 80, Number 106 (Wednesday, June 3, 2015)]
[Notices]
[Pages 31627-31628]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-13450]



[[Page 31627]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75064; File No. SR-BSECC-2015-001]


 Self-Regulatory Organizations; Boston Stock Exchange Clearing 
Corporation; 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, Boston Stock Exchange Clearing Corporation (``BSECC'') 
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 BSECC. 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

    BSECC 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 BSECC's Web site at http://nasdaqomxbx.cchwallstreet.com, at the principal office of BSECC, 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, BSECC 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. BSECC 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

    BSECC 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 BSECC, BSECC is 
indirectly owned by NASDAQ OMX, and therefore, NASDAQ OMX's 
stockholders have an indirect stake in BSECC. In addition, the 
participants in BSECC, 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. BSECC 
believes that the changes will eliminate confusion that may exist 
because of NASDAQ OMX's ongoing global rebranding as Nasdaq. As a 
result, BSECC 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 
BSECC.

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 BSECC, BSECC 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 BSECC 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-BSECC-2015-001 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-BSECC-2015-001. 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

[[Page 31628]]

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 BSECC. 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-BSECC-2015-001 and should be 
submitted on or before June 24, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\4\
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    \4\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-13450 Filed 6-2-15; 8:45 am]
BILLING CODE 8011-01-P