80 FR 59213 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Adding to the Rules of the Exchange the Third Amended and Restated Certificate of Incorporation of NYSE Market, Inc., and the Eighth Amended and Restated Operating Agreement of New York Stock Exchange LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 190 (October 1, 2015)

[Federal Register Volume 80, Number 190 (Thursday, October 1, 2015)]
[Notices]
[Pages 59213-59215]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-24882]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75984; File No. SR-NYSEMKT-2015-71]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Adding to the Rules of 
the Exchange the Third Amended and Restated Certificate of 
Incorporation of NYSE Market, Inc., and the Eighth Amended and Restated 
Operating Agreement of New York Stock Exchange LLC

September 25, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on September 22, 2015, NYSE MKT LLC (the ``Exchange'' or 
``NYSE MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Exchange has designated this proposal as a ``non-
controversial'' proposed rule change pursuant to Section 19(b)(3)(A) of 
the Act \4\ and Rule 19b-4(f)(6)(iii) thereunder,\5\ which renders it 
effective upon filing with the Commission. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6)(iii).

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[[Page 59214]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to add to the rules of the Exchange the (1) 
the Third Amended and Restated Certificate of Incorporation of NYSE 
Market (DE), Inc. (``NYSE Market (DE)''), and (2) the Eighth Amended 
and Restated Operating Agreement of New York Stock Exchange LLC (``NYSE 
LLC''). The text of the proposed rule change is available on the 
Exchange's Web site at www.nyse.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 self-regulatory organization 
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 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to add to the rules of the Exchange the (1) 
Third Amended and Restated Certificate of Incorporation of NYSE Market 
(DE) (the ``Certificate of Incorporation''), and (2) the Eighth Amended 
and Restated Operating Agreement of NYSE LLC (the ``NYSE LLC Operating 
Agreement'').
Background and Proposed Rule Change
    NYSE Market (DE), a Delaware corporation, is a wholly-owned 
subsidiary of NYSE LLC, which is an affiliate of the Exchange.\6\ NYSE 
Market (DE), in turn, owns a majority interest in NYSE Amex Options LLC 
(``NYSE Amex Options''), a facility of the Exchange.
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    \6\ See Exchange Act Release No. 70210 (August 15, 2013) (SR-
NYSEMKT-2013-50), 78 FR 51758 (August 21, 2013) (approving proposed 
rule change relating to a corporate transaction in which NYSE 
Euronext will become a wholly owned subsidiary of 
IntercontinentalExchange Group, Inc. (now Intercontinental Exchange, 
Inc.)). The Exchange and NYSE Market (DE) are the only members of 
NYSE Amex Options. See Exchange Act Release No. 75301 (June 25, 
2015), 80 FR 37695 (July 1, 2015) (SR-NYSEMKT-2015-44) (notice of 
filing and immediate effectiveness of proposed rule change amending 
the members' schedule of the Amended and Restated Limited Liability 
Company Agreement of NYSE Amex Options LLC).
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    The Exchange is filing as a ``rule of the exchange'' under Section 
3(a)(27) of the Act \7\ the Certificate of Incorporation of NYSE Market 
(DE) because NYSE Market DE has a majority ownership interest in a 
facility of the Exchange. The Certificate of Incorporation contains 
restrictions on the ability of NYSE Market (DE)'s parent, NYSE LLC, to 
transfer or assign any interest in NYSE Market (DE) without Securities 
and Exchange Commission (``Commission'') approval.\8\
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    \7\ 15 U.S.C. 78c(a)(27).
    \8\ Article IV, Section 2 of the Certificate of Incorporation 
provides that the:
    New York Stock Exchange LLC may not transfer or assign any 
shares of stock of [NYSE Market (DE)], in whole or in part, to any 
entity, unless such transfer or assignment shall be filed with and 
approved by the U.S. Securities and Exchange Commission . . . under 
Section 19 of the Exchange Act and the rules promulgated thereunder.
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    Similarly, because of NYSE LLC's ownership of NYSE Market (DE), the 
Exchange is filing the NYSE LLC Operating Agreement as a ``rule of the 
exchange'' under Section 3(a)(27) of the Act.\9\
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    \9\ 15 U.S.C. 78c(a)(27).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \10\ in general, and with Section 6(b)(1) 
\11\ in particular, in that it enables the Exchange to be so organized 
as to have the capacity to be able to carry out the purposes of the Act 
and to comply, and to enforce compliance by its exchange members and 
persons associated with its exchange members, with the provisions of 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(1).
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    The Exchange believes that the proposed rule change would 
contribute to the orderly operation of the Exchange and would enable 
the Exchange to be so organized as to have the capacity to carry out 
the purposes of the Act and comply and enforce compliance by its 
members and persons associated with its members, with the provisions of 
the Act because, by making the Certificate of Incorporation a rule of 
the Exchange, no amendment to the Certificate of Incorporation, 
including its restrictions on the ability of NYSE LLC to transfer or 
assign any interest in NYSE Market (DE), could be made without the 
Exchange filing a proposed rule change with the Commission. Similarly, 
the Exchange would be required to file as a proposed rule change any 
changes to the NYSE LLC Operating Agreement with the Commission.\12\ In 
addition, the Exchange believes that the proposed changes are 
consistent with and will facilitate an ownership structure of the 
Exchange's facility NYSE Amex Options that will provide the Commission 
with appropriate oversight tools to ensure that the Commission will 
have the ability to enforce the Act with respect to NYSE Amex Options 
and its direct and indirect parent entities.
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    \12\ The Exchange notes that any amendment to the NYSE LLC 
Operating Agreement would also require that NYSE LLC file a proposed 
rule change with the Commission.
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    The Exchange also believes that this filing furthers the objectives 
of Section 6(b)(5) of the Act \13\ because the proposed rule change 
would be consistent with and facilitate a governance and regulatory 
structure that is designed to prevent fraudulent and manipulative acts 
and practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, 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 Exchange believes that making the Certificate of Incorporation and 
NYSE LLC Operating Agreement rules of the Exchange will remove 
impediments to the operation of the Exchange by ensuring that no 
amendment to the Certificate of Incorporation or NYSE LLC Operating 
Agreement could be made without the Exchange filing a proposed rule 
change with the Commission. For the same reasons, the proposed rule 
change is also designed to protect investors as well as the public 
interest.
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    \13\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change is 
not intended to address competitive issues but rather is concerned 
solely with ensuring that the Commission will have the ability to 
enforce the Act with respect to NYSE Amex Options and its direct and 
indirect parent entities.

[[Page 59215]]

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) 
thereunder.\14\
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    \14\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's intent to file 
the proposed rule change, along with a brief description and text of 
the proposed rule change, at least five business days prior to the 
date of filing of the proposed rule change, or such shorter time as 
designated by the Commission. The Exchange has satisfied this 
requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act normally does not become operative for 30 days after the date of 
its filing. However, Rule 19b-4(f)(6)(iii) permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission believes 
that waiver of the 30-day operative delay is appropriate because the 
Certificate of Incorporation of NYSE Market (DE) and the NYSE LLC 
Operating Agreement will become ``rules of the exchange'' of NYSE MKT 
without delay. Based on the foregoing, the Commission believes that the 
waiver of the operative delay is consistent with the protection of 
investors and the public interest.\15\ The Commission hereby grants the 
waiver and designates the proposal operative upon filing.
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    \15\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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 shall institute proceedings to 
determine whether the proposed rule 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 [email protected]. Please include 
File Number SR-NYSEMKT-2015-71 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-NYSEMKT-2015-71. 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 20549-1090, on official business days between the hours 
of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available 
for inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. 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-NYSEMKT-2015-71 and should be submitted on or before 
October 22, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-24882 Filed 9-30-15; 8:45 am]
BILLING CODE 8011-01-P