80 FR 69264 - Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rules 3.22, Proxy Voting, and 13.3, Forwarding of Proxy and Other Issuer Materials

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 216 (November 9, 2015)

Page Range		69264-69266
FR Document		2015-28401
Federal Register, Volume 80 Issue 216 (Monday, November 9, 2015)
[Federal Register Volume 80, Number 216 (Monday, November 9, 2015)]
[Notices]
[Pages 69264-69266]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-28401]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76330; File No. SR-EDGA-2015-41]


Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Rules 3.22, Proxy Voting, and 13.3, Forwarding of Proxy and Other 
Issuer Materials

November 3, 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 October 23, 2015, EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') 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 the Exchange. The Exchange 
has designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ 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\ 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 filed a proposal to restructure and amend Rules 3.22, 
Proxy Voting, and 13.3, Forwarding or [sic] Proxy and other Issuer 
Materials, to conform to the rules of BATS Exchange, Inc. (``BZX'') and 
BATS Y-Exchange, Inc. (``BYX'').\5\
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    \5\ See BYX and BZX Rule 13.3.
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    The text of the proposed rule change is available at the Exchange's 
Web site at www.batstrading.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

[[Page 69265]]

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
    In early 2014, the Exchange and its affiliate, EDGX Exchange, Inc. 
(``EDGX'') received approval to effect a merger (the ``Merger'') of the 
Exchange's parent company, Direct Edge Holdings LLC, with BATS Global 
Markets, Inc., the parent of BZX and the BATS Y-Exchange, Inc. 
(``BYX'', together with BZX, EDGA and EDGX, the ``BGM Affiliated 
Exchanges'').\6\ In the context of the Merger, the BGM Affiliated 
Exchanges are working to align their rules, retaining only intended 
differences between the BGM Affiliated Exchanges.
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    \6\ See Securities Exchange Act Release No. 71449 (January 30, 
2014), 79 FR 6961 (February 5, 2014) (SR-EDGX-2013-43; SR-EDGA-2013-
34).
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    The Exchange provisions regarding proxy delivery and voting are 
currently included in two separate rules--Rule 3.22 governing proxy 
voting, and Rule 13.3 governing the forwarding of proxy and other 
issuer related materials. Conversely, BZX and BYX rules consolidate 
their proxy delivery and voting requirements into a single rule, Rule 
13.3. Thus, the Exchange proposes to restructure and amend Rules 3.22, 
Proxy Voting, and 13.3, Forwarding or Proxy and other Issuer Materials, 
to conform to the corresponding rules of BYX and BZX in order to 
provide a consistent rule set across each of the BGM Affiliated 
Exchanges.\7\
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    \7\ The Exchange notes that EDGX intends to file an identical 
proposal with the Commission to restructure and amend its Rules 
3.22. Proxy Voting, and 13.3, Forwarding or Proxy and other Issuer 
Materials, to conform to BYX and BZX Rules 13.3.
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    In sum, Rule 3.22 limits the circumstances in which a Member may 
vote a proxy without instructions from beneficial owners while Rule 
13.3 requires Members to transmit proxy materials and other 
communications to beneficial owners of securities. The Exchange notes 
the provisions of Exchange Rules 3.22 and 13.3 are substantially 
similar to BYX and BZX Rules 13.3 which also limits the circumstances 
in which a Member may vote a proxy and requires Members to transmit 
proxy materials to beneficial owners of securities. Nonetheless, the 
Exchange proposes to consolidate its proxy rules into a single Rule 
13.3 with minor revisions to make the rule identical to the 
corresponding BYX and BZX Rules 13.3. Each of these revisions are 
discussed below.
    First, the Exchange proposed [sic] to number the current text of 
Rule 13.3 as paragraph (a) with the following modification: remove 
reference to Rule 3.22 regarding the definition of ``designated 
investment adviser'' under Interpretation and Policy .01 as that rule 
is to be relocated to Rule 13.3 as described below.
    Second, the Exchange proposes to relocate Rule 3.22, Proxy Voting, 
in its entirety to Rule 13.3 as follows:
     Rule 3.22(a) would be renumbered as Rule 13.3(b) with a 
revision to subsections (ii) and (iii) to include the phrase ``such 
proxy is given'' in order to mirror BZX and BYX Rules 13.3(b). The rule 
would continue to prohibit Members from giving a proxy to vote stock 
that is registered in its name, unless: (i) Such Member is the 
beneficial owner of such stock; (ii) such proxy is given pursuant to 
the written instructions of the beneficial owner; or (iii) such proxy 
is given pursuant to the rules of any national securities exchange or 
association of which it is a member provided that the records of the 
Member clearly indicate the procedure it is following.
     Rule 3.22(b) would be renumbered as Rule 13.3(c) with a 
revision to replace a reference to ``SEC'' with ``Commission'' in order 
to mirror BZX and BYX Rules 13.3(c).
     Rule 3.22(c) would be renumbered as Rule 13.3(d) with a 
revision to replace a reference to ``Rule 13.3'' with paragraph (a) of 
this Rule as the current text of Rule 13.3 is proposed to be numbered 
as paragraph (a). As amended, Rule 13.3(d) would mirror BZX and BYX 
Rules 13.3(d).
     Interpretation and Policies to Rule 3.22 would be 
relocated in its entirety to Rule 13.3 with no changes.
    Other than as described above, the Exchange does not propose any 
additional changes to the relocated text of Rule 3.22. As amended, 
Exchange Rule 13.3 would be identical to BYX and BZX Rules 13.3. The 
Exchange believes that the changes described above will help avoid 
confusion amongst Members of the Exchange that are also members of 
EDGX, BYX, and BZX by adopting identical rules across the BGM 
Affiliated Exchanges with regard to proxy delivery and beneficial owner 
voting.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with the requirements of the Act and the rules and regulations 
thereunder that are applicable to a national securities exchange, and, 
in particular, with the requirements of Section 6(b) of the Act.\8\ 
Specifically, the proposed changes are consistent with Section 6(b)(5) 
of the Act,\9\ because they are 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. None of these 
changes alter the Exchange's current proxy delivery and voting 
requirements. Rather, as mentioned above, the proposed rule changes, 
combined with the planned filing for EDGX, would allow the BGM 
Affiliated Exchanges to provide an identical set of rules as it relates 
to proxy delivery and voting. Consistent rules, in turn, will simplify 
the regulatory requirements for Members of the Exchange that are also 
participants on EDGX, BYZ and/or BZX. The proposed rule change would 
provide greater harmonization between rules of similar purpose on the 
BGM Affiliated Exchanges, resulting in greater uniformity and less 
burdensome and more efficient regulatory compliance and understanding 
of Exchange Rules. As such, the proposed rule change would foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities and would remove impediments to and perfect 
the mechanism of a free and open market and a national market system. 
Similarly, the Exchange also believes that, by harmonizing the rules 
across each BGM Affiliated Exchange, the proposal will enhance the 
Exchange's ability to fairly and efficiently regulate its Members, 
meaning that the proposed rule change would promote just and equitable 
principles of trade in accordance with Section 6(b)(5) of the Act.\10\ 
Finally, the Exchange believes that the non-substantive changes 
discussed above will contribute to the protection of investors and the 
public interest by helping to avoid confusion with respect to Exchange 
Rules.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
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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 not necessary or appropriate in 
furtherance of the purposes of the Act. To the contrary, allowing the 
Exchange to implement identical rules across each of the BGM Affiliated 
Exchanges does not present any competitive issues, but

[[Page 69266]]

rather is designed to provide greater harmonization among Exchange, 
BZX, BYX, and EDGX rules of similar purpose. The proposed rule change 
should, therefore, result in less burdensome and more efficient 
regulatory compliance as well as a better understanding of Exchange 
Rules for common members of the BGM Affiliated Exchanges.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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 \11\ and paragraph 
(f)(6) of Rule 19b-4 thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the 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.
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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: (1) 
Necessary or appropriate in the public interest; (2) for the protection 
of investors; or (3) 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-EDGA-2015-41 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-EDGA-2015-41. 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 such 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-EDGA-2015-41, and should be 
submitted on or before November 30, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-28401 Filed 11-6-15; 8:45 am]
BILLING CODE 8011-01-P
69264 Federal Register / Vol. 80, No. 216 / Monday, November 9, 2015 / Notices

prompt and accurate clearance and Commission, 100 F Street NE., SECURITIES AND EXCHANGE
settlement of securities transactions, Washington, DC 20549–1090. COMMISSION
derivatives agreements, contracts, and
transactions within the meaning of All submissions should refer to File [Release No. 34–76330; File No. SR–EDGA–
Number SR–ICC–2015–017. This file 2015–41]
Section 17A(b)(3)(F) of the Act.5
number should be included on the
B. Self-Regulatory Organization's subject line if email is used. To help the Self-Regulatory Organizations; EDGA
Statement on Burden on Competition Exchange, Inc.; Notice of Filing and
Commission process and review your
Immediate Effectiveness of a Proposed
ICC does not believe the proposed comments more efficiently, please use
Rule Change To Amend Rules 3.22,
rule changes would have any impact, or only one method. The Commission will Proxy Voting, and 13.3, Forwarding of
impose any burden, on competition. ICC post all comments on the Commission’s Proxy and Other Issuer Materials
is reorganizing its risk management Internet Web site (http://www.sec.gov/
policies and not making any substantive rules/sro.shtml). Copies of the November 3, 2015.
changes to its overall RMF. Therefore, submission, all subsequent Pursuant to Section 19(b)(1) of the
ICC does not believe the proposed rule amendments, all written statements Securities Exchange Act of 1934 (the
changes impose any burden on with respect to the proposed rule ‘‘Act’’),1 and Rule 19b–4 thereunder,2
competition that is inappropriate in change that are filed with the notice is hereby given that on October
furtherance of the purposes of the Act. Commission, and all written 23, 2015, EDGA Exchange, Inc. (the
communications relating to the ‘‘Exchange’’ or ‘‘EDGA’’) filed with the
C. Self-Regulatory Organization's
proposed rule change between the Securities and Exchange Commission
Statement on Comments on the
Commission and any person, other than (‘‘Commission’’) the proposed rule
Proposed Rule Change Received From
those that may be withheld from the change as described in Items I and II
Members, Participants or Others
public in accordance with the below, which Items have been prepared
Written comments relating to the by the Exchange. The Exchange has
proposed rule change have not been provisions of 5 U.S.C. 552, will be
designated this proposal as a ‘‘non–
solicited or received. ICC will notify the available for Web site viewing and
controversial’’ proposed rule change
Commission of any written comments printing in the Commission’s Public
pursuant to Section 19(b)(3)(A) of the
received by ICC. Reference Room, 100 F Street NE., Act 3 and Rule 19b–4(f)(6)(iii)
Washington, DC 20549, on official thereunder,4 which renders it effective
III. Date of Effectiveness of the business days between the hours of
Proposed Rule Change and Timing for upon filing with the Commission. The
10:00 a.m. and 3:00 p.m. Copies of such Commission is publishing this notice to
Commission Action filings will also be available for solicit comments on the proposed rule
Within 45 days of the date of inspection and copying at the principal change from interested persons.
publication of this notice in the Federal office of ICE Clear Credit and on ICE
Register or within such longer period Clear Credit’s Web site at https:// I. Self-Regulatory Organization’s
up to 90 days (i) as the Commission may www.theice.com/clear-credit/regulation. Statement of the Terms of Substance of
designate if it finds such longer period the Proposed Rule Change
All comments received will be posted
to be appropriate and publishes its The Exchange filed a proposal to
without change; the Commission does
reasons for so finding or (ii) as to which restructure and amend Rules 3.22, Proxy
the self-regulatory organization not edit personal identifying
information from submissions. You Voting, and 13.3, Forwarding or [sic]
consents, the Commission will: Proxy and other Issuer Materials, to
(A) By order approve or disapprove should submit only information that
conform to the rules of BATS Exchange,
such proposed rule change, or you wish to make available publicly. All
Inc. (‘‘BZX’’) and BATS Y-Exchange,
(B) institute proceedings to determine submissions should refer to File Inc. (‘‘BYX’’).5
whether the proposed rule change Number SR–ICC–2015–017 and should The text of the proposed rule change
should be disapproved. be submitted on or before November 30, is available at the Exchange’s Web site
20155. at www.batstrading.com, at the
IV. Solicitation of Comments
For the Commission, by the Division of principal office of the Exchange, and at
Interested persons are invited to Trading and Markets, pursuant to delegated the Commission’s Public Reference
submit written data, views, and authority.6 Room.
arguments concerning the foregoing,
Brent J. Fields, II. Self-Regulatory Organization’s
including whether the proposed rule
change is consistent with the Act. Secretary. Statement of the Purpose of, and
Comments may be submitted by any of [FR Doc. 2015–28402 Filed 11–6–15; 8:45 am] Statutory Basis for, the Proposed Rule
the following methods: BILLING CODE 8011–01–P Change
Electronic Comments In its filing with the Commission, the
Exchange included statements
• Use the Commission’s Internet concerning the purpose of and basis for
comment form (http://www.sec.gov/ the proposed rule change and discussed
rules/sro.shtml); or any comments it received on the
• Send an email to rule-comments@ proposed rule change. The text of these
srobinson on DSK5SPTVN1PROD with NOTICES

sec.gov. Please include File Number SR– statements may be examined at the
ICC–2015–017 on the subject line. places specified in Item IV below. The
Paper Comments
1 15 U.S.C. 78s(b)(1).
• Send paper comments in triplicate 2 17 CFR 240.19b–4.
to Secretary, Securities and Exchange 3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6)(iii).
5 15 U.S.C. 78q–1(b)(3)(F). 6 17 CFR 200.30–3(a)(12). 5 See BYX and BZX Rule 13.3.

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Exchange has prepared summaries, set BZX Rules 13.3. Each of these revisions exchange, and, in particular, with the
forth in Sections A, B, and C below, of are discussed below. requirements of Section 6(b) of the Act.8
the most significant parts of such First, the Exchange proposed [sic] to Specifically, the proposed changes are
statements. number the current text of Rule 13.3 as consistent with Section 6(b)(5) of the
paragraph (a) with the following Act,9 because they are designed to
A. Self-Regulatory Organization's modification: remove reference to Rule promote just and equitable principles of
Statement of the Purpose of, and 3.22 regarding the definition of trade, to remove impediments to, and
Statutory Basis for, the Proposed Rule ‘‘designated investment adviser’’ under perfect the mechanism of, a free and
Change
Interpretation and Policy .01 as that rule open market and a national market
1. Purpose is to be relocated to Rule 13.3 as system, and, in general, to protect
In early 2014, the Exchange and its described below. investors and the public interest. None
affiliate, EDGX Exchange, Inc. (‘‘EDGX’’) Second, the Exchange proposes to of these changes alter the Exchange’s
received approval to effect a merger (the relocate Rule 3.22, Proxy Voting, in its current proxy delivery and voting
‘‘Merger’’) of the Exchange’s parent entirety to Rule 13.3 as follows: requirements. Rather, as mentioned
• Rule 3.22(a) would be renumbered above, the proposed rule changes,
company, Direct Edge Holdings LLC,
as Rule 13.3(b) with a revision to combined with the planned filing for
with BATS Global Markets, Inc., the
parent of BZX and the BATS Y- subsections (ii) and (iii) to include the EDGX, would allow the BGM Affiliated
Exchange, Inc. (‘‘BYX’’, together with phrase ‘‘such proxy is given’’ in order to Exchanges to provide an identical set of
BZX, EDGA and EDGX, the ‘‘BGM mirror BZX and BYX Rules 13.3(b). The rules as it relates to proxy delivery and
Affiliated Exchanges’’).6 In the context rule would continue to prohibit voting. Consistent rules, in turn, will
of the Merger, the BGM Affiliated Members from giving a proxy to vote simplify the regulatory requirements for
Exchanges are working to align their stock that is registered in its name, Members of the Exchange that are also
rules, retaining only intended unless: (i) Such Member is the participants on EDGX, BYZ and/or BZX.
differences between the BGM Affiliated beneficial owner of such stock; (ii) such The proposed rule change would
Exchanges. proxy is given pursuant to the written provide greater harmonization between
The Exchange provisions regarding instructions of the beneficial owner; or rules of similar purpose on the BGM
proxy delivery and voting are currently (iii) such proxy is given pursuant to the Affiliated Exchanges, resulting in
included in two separate rules—Rule rules of any national securities exchange greater uniformity and less burdensome
3.22 governing proxy voting, and Rule or association of which it is a member and more efficient regulatory
13.3 governing the forwarding of proxy provided that the records of the Member compliance and understanding of
and other issuer related materials. clearly indicate the procedure it is Exchange Rules. As such, the proposed
Conversely, BZX and BYX rules following. rule change would foster cooperation
consolidate their proxy delivery and • Rule 3.22(b) would be renumbered and coordination with persons engaged
voting requirements into a single rule, as Rule 13.3(c) with a revision to replace in facilitating transactions in securities
Rule 13.3. Thus, the Exchange proposes a reference to ‘‘SEC’’ with and would remove impediments to and
to restructure and amend Rules 3.22, ‘‘Commission’’ in order to mirror BZX perfect the mechanism of a free and
Proxy Voting, and 13.3, Forwarding or and BYX Rules 13.3(c). open market and a national market
Proxy and other Issuer Materials, to • Rule 3.22(c) would be renumbered system. Similarly, the Exchange also
conform to the corresponding rules of as Rule 13.3(d) with a revision to believes that, by harmonizing the rules
BYX and BZX in order to provide a replace a reference to ‘‘Rule 13.3’’ with across each BGM Affiliated Exchange,
consistent rule set across each of the paragraph (a) of this Rule as the current the proposal will enhance the
BGM Affiliated Exchanges.7 text of Rule 13.3 is proposed to be Exchange’s ability to fairly and
In sum, Rule 3.22 limits the numbered as paragraph (a). As efficiently regulate its Members,
circumstances in which a Member may amended, Rule 13.3(d) would mirror meaning that the proposed rule change
vote a proxy without instructions from BZX and BYX Rules 13.3(d). would promote just and equitable
beneficial owners while Rule 13.3 • Interpretation and Policies to Rule principles of trade in accordance with
requires Members to transmit proxy 3.22 would be relocated in its entirety Section 6(b)(5) of the Act.10 Finally, the
materials and other communications to to Rule 13.3 with no changes. Exchange believes that the non-
beneficial owners of securities. The Other than as described above, the substantive changes discussed above
Exchange notes the provisions of Exchange does not propose any will contribute to the protection of
Exchange Rules 3.22 and 13.3 are additional changes to the relocated text investors and the public interest by
substantially similar to BYX and BZX of Rule 3.22. As amended, Exchange helping to avoid confusion with respect
Rules 13.3 which also limits the Rule 13.3 would be identical to BYX to Exchange Rules.
circumstances in which a Member may and BZX Rules 13.3. The Exchange
believes that the changes described B. Self-Regulatory Organization's
vote a proxy and requires Members to
above will help avoid confusion Statement on Burden on Competition
transmit proxy materials to beneficial
owners of securities. Nonetheless, the amongst Members of the Exchange that The Exchange does not believe that
Exchange proposes to consolidate its are also members of EDGX, BYX, and the proposed rule change will impose
proxy rules into a single Rule 13.3 with BZX by adopting identical rules across any burden on competition not
minor revisions to make the rule the BGM Affiliated Exchanges with necessary or appropriate in furtherance
identical to the corresponding BYX and regard to proxy delivery and beneficial of the purposes of the Act. To the
srobinson on DSK5SPTVN1PROD with NOTICES

owner voting. contrary, allowing the Exchange to
6 See Securities Exchange Act Release No. 71449
2. Statutory Basis implement identical rules across each of
(January 30, 2014), 79 FR 6961 (February 5, 2014) the BGM Affiliated Exchanges does not
(SR–EDGX–2013–43; SR–EDGA–2013–34). The Exchange believes that the present any competitive issues, but
7 The Exchange notes that EDGX intends to file
proposed rule changes are consistent
an identical proposal with the Commission to
restructure and amend its Rules 3.22. Proxy Voting,
with the requirements of the Act and the 8 15 U.S.C. 78f(b).
and 13.3, Forwarding or Proxy and other Issuer rules and regulations thereunder that 9 15 U.S.C. 78f(b)(5).
Materials, to conform to BYX and BZX Rules 13.3. are applicable to a national securities 10 Id.

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69266 Federal Register / Vol. 80, No. 216 / Monday, November 9, 2015 / Notices

rather is designed to provide greater • Send an email to rule-comments@ SECURITIES AND EXCHANGE
harmonization among Exchange, BZX, sec.gov. Please include File Number SR– COMMISSION
BYX, and EDGX rules of similar EDGA–2015–41 on the subject line.
purpose. The proposed rule change [Release No. 34–76332; File No. SR–
should, therefore, result in less Paper Comments
ISEGemini-2015–23]
burdensome and more efficient • Send paper comments in triplicate
regulatory compliance as well as a better to Brent J. Fields, Secretary, Securities Self-Regulatory Organizations; ISE
understanding of Exchange Rules for Gemini, LLC; Notice of Filing of
and Exchange Commission, 100 F Street
common members of the BGM Affiliated Proposed Rule Change To Comply
NE., Washington, DC 20549–1090.
Exchanges. With the Requirements of Rule 1004 of
All submissions should refer to File Regulation SCI
C. Self-Regulatory Organization's
Statement on Comments on the Number SR–EDGA–2015–41. This file
number should be included on the November 3, 2015.
Proposed Rule Change Received From
Members, Participants, or Others subject line if email is used. To help the Pursuant to section 19(b)(1) of the
Commission process and review your Securities Exchange Act of 1934 (the
The Exchange has neither solicited comments more efficiently, please use ‘‘Act’’),1 and Rule 19b–4 thereunder,2
nor received written comments on the only one method. The Commission will notice is hereby given that on October
proposed rule change. post all comments on the Commission’s 23, 2015, ISE Gemini, LLC (the
III. Date of Effectiveness of the Internet Web site (http://www.sec.gov/ ‘‘Exchange’’ or the ‘‘ISE Gemini’’) filed
Proposed Rule Change and Timing for rules/sro.shtml). Copies of the with the Securities and Exchange
Commission Action submission, all subsequent Commission the proposed rule change
amendments, all written statements as described in Items I, II, and III below,
Because the foregoing proposed rule which Items have been prepared by the
change does not: (A) Significantly affect with respect to the proposed rule
change that are filed with the self-regulatory organization. The
the protection of investors or the public Commission is publishing this notice to
interest; (B) impose any significant Commission, and all written
communications relating to the solicit comments on the proposed rule
burden on competition; and (C) become change from interested persons.
operative for 30 days from the date on proposed rule change between the
which it was filed, or such shorter time Commission and any person, other than I. Self-Regulatory Organization’s
as the Commission may designate, it has those that may be withheld from the Statement of the Terms of Substance of
become effective pursuant to Section public in accordance with the the Proposed Rule Change
19(b)(3)(A) of the Act 11 and paragraph provisions of 5 U.S.C. 552, will be
(f)(6) of Rule 19b–4 thereunder.12 available for Web site viewing and ISE Gemini proposes to designate all
At any time within 60 days of the printing in the Commission’s Public members that function as Primary
filing of the proposed rule change, the Market Makers (‘‘PMMs’’) as necessary
Reference Room, 100 F Street NE.,
Commission summarily may for the maintenance of a fair and orderly
Washington, DC 20549 on official
temporarily suspend such rule change if market should business continuity and
business days between the hours of
it appears to the Commission that such disaster recovery plans (collectively
10:00 a.m. and 3:00 p.m. Copies of such ‘‘DR Plans’’) be activated, and proposes
action is: (1) Necessary or appropriate in filing also will be available for
the public interest; (2) for the protection to require PMMs to participate in
inspection and copying at the principal scheduled functional and performance
of investors; or (3) otherwise in office of the Exchange. All comments
furtherance of the purposes of the Act. testing of the operation of such DR Plans
received will be posted without change; by amending Rule 803, Obligations of
If the Commission takes such action, the
the Commission does not edit personal Market Makers. The Exchange notes that
Commission shall institute proceedings
identifying information from ISE Rule 1903 v 3 Order Routing to
to determine whether the proposed rule
should be approved or disapproved. submissions. You should submit only Other Exchanges, which is incorporated
information that you wish to make by reference into ISE Gemini’s rulebook,
IV. Solicitation of Comments available publicly. All submissions designates members that function as
Interested persons are invited to should refer to File Number SR–EDGA– Linkage Handlers as necessary for the
submit written data, views, and 2015–41, and should be submitted on or maintenance of a fair and orderly
arguments concerning the foregoing, before November 30, 2015. market should DR Plans be activated
including whether the proposed rule For the Commission, by the Division of
and requires Linkage Handlers to
change is consistent with the Act. Trading and Markets, pursuant to delegated
participate in scheduled functional and
Comments may be submitted by any of authority.13 performance testing of the operation of
the following methods: such DR Plans. The text of the proposed
Brent J. Fields,
rule change is available on the
Electronic Comments Secretary. Exchange’s Web site at www.ise.com, at
• Use the Commission’s Internet [FR Doc. 2015–28401 Filed 11–6–15; 8:45 am] the principal office of the Exchange, and
comment form (http://www.sec.gov/ BILLING CODE 8011–01–P at the Commission’s Public Reference
rules/sro.shtml); or Room.
srobinson on DSK5SPTVN1PROD with NOTICES

11 15 1 15 U.S.C. 78s(b)(1).
U.S.C. 78s(b)(3)(A).
12 17 2 17 CFR 240.19b–4.
CFR 240.19b–4(f)(6). As required under Rule
19b–4(f)(6)(iii), the Exchange provided the 3 This rule is being amended by SR–ISE–2015–35

Commission with written notice of its intent to file to designate Linkage Handlers as necessary for the
the proposed rule change, along with a brief maintenance of a fair and orderly market should the
description and the text of the proposed rule Exchange’s DR Plans activate, and require Linkage
change, at least five business days prior to the date Handlers to participate in scheduled functional and
of filing of the proposed rule change, or such performance testing of the operation of such DR
shorter time as designated by the Commission. 13 17 CFR 200.30–3(a)(12). Plans.

VerDate Sep<11>2014 19:52 Nov 06, 2015 Jkt 238001 PO 00000 Frm 00079 Fmt 4703 Sfmt 4703 E:\FR\FM\09NON1.SGM 09NON1
Document Created: 2015-12-14 15:05:03
Document Modified: 2015-12-14 15:05:03
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 69264