80_FR_77633 80 FR 77394 - Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company

80 FR 77394 - Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 239 (December 14, 2015)

Page Range77394-77396
FR Document2015-31326

Federal Register, Volume 80 Issue 239 (Monday, December 14, 2015)
[Federal Register Volume 80, Number 239 (Monday, December 14, 2015)]
[Notices]
[Pages 77394-77396]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-31326]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76588; File No. SR-C2-2015-034]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Certificate of Incorporation of Its Parent Company

December 8, 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 November 25, 2015, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') 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 Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend the certificate of incorporation of 
its parent Company, CBOE Holdings, Inc. (``CBOE Holdings''). The text 
of the proposed rule change is available on the Exchange's Web site 
(http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the 
Exchange's Office of the Secretary, 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.

[[Page 77395]]

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

1. Purpose
    On May 21, 2015, CBOE Holdings' stockholders approved proposed 
amendments to the Certificate. On October 22[sic], 2015, in accordance 
with Article Eleventh of the Certificate, the Exchange submitted a rule 
filing proposing to make the approved amendments to the Certificate.\3\ 
The Exchange notes however, that it inadvertently omitted in its rule 
filing two changes to the Certificate in the Exhibit 5 that had been 
approved by CBOE Holdings' shareholders. In order to conform the 
current Certificate to the Certificate approved by CBOE Holdings' 
shareholders in May 2015, CBOE Holdings proposes to correct the omitted 
changes. First, in Article Third, the Exchange had omitted to eliminate 
the word ``other'' from the following language ``The nature of the 
business or purposes to be conducted or promoted by the Corporation is 
to engage in any other lawful act or activity for which corporations 
may be organized under the GCL.'' The Exchange believes that the 
reference to ``other'' in this section is unnecessary and that the 
change is non-substantive and clarifying in nature. The Exchange notes 
that the proposed change does not affect the rights of shareholders.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 76281 (October 27, 
2015), 80 FR 211 [sic] (November 2, 2015) (SR-C2-2015-026).
---------------------------------------------------------------------------

    Next, CBOE Holdings proposes to correct an error related to the 
ownership concentration limitation. Particularly, CBOE Holdings had 
proposed to remove references to the 10% ownership concentration 
limitation applicable before CBOE Holdings' initial public offering 
(``IPO'') in 2010, as discussed in SR-C2-2015-026.\4\ This change did 
not change the current ownership concentration limitation, which is 
20%. In Article Sixth, subparagraph (b)(iii), the Exchange 
inadvertently omitted references to both 10% and 20%. Specifically, the 
language ``10% or 20% (as applicable at such time)'' was eliminated in 
its entirety. CBOE Holdings notes that only ``10% or'' and ``(as 
applicable at such time)'' should have been eliminated (i.e., reference 
to 20% should have remained). Accordingly, CBOE Holdings proposes to 
add ``20%'', the current ownership concentration limitation, back into 
Article Sixth, Subparagraph (b)(iii).
---------------------------------------------------------------------------

    \4\ Id.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\5\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \6\ requirements that the rules of an exchange be 
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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \7\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
    \7\ Id.
---------------------------------------------------------------------------

    In particular, CBOE Holdings believes the proposed amendments to 
its Certificate are non-substantive and clarifying in nature, 
alleviating potential confusion. Additionally, CBOE Holdings believes 
that conforming the current Certificate to the Certificate approved by 
CBOE Holdings' shareholders on May 21, 2015, alleviates potential 
confusion. The alleviation of potential confusion removes impediments 
to and perfects the mechanism of a free and open market and a national 
market system, and, in general, protect investors and the public 
interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of CBOE 
Holdings 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

    The Exchange neither solicited nor received comments on 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 if consistent with the protection of investors 
and the public interest, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) 
thereunder.\9\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    In its filing, the Exchange requested that the Commission waive 
both the 5 business day prefiling requirement as well as the 30-day 
operative delay so that the Exchange can expeditiously obtain 
effectiveness, as required by CBOE Holdings' governing documents, for 
two changes approved by CBOE Holdings' shareholders to the Certificate 
of Incorporation of CBOE Holdings that the Exchange failed to correctly 
mark in the recent filing it submitted to seek effectiveness of the 
overall package of shareholder-approved changes.
    The Commission believes that waiving the 5 business day prefiling 
requirement and the 30-day operative delay is consistent with the 
protection of investors and the public interest, as it will allow two 
non-controversial proposed conforming edits to the CBOE Holdings 
Certificate of Incorporation to take effect without delay. The 
Commission notes the Exchange previously filed to amend the Certificate 
and that filing has since become effective. The Exchange represents 
that the change to Article Third is non-substantive and non-
controversial. The change to Article Sixth corrects an obvious 
typographical error, as the language continued to reference the 
ownership concentration limit but failed to include the limit's 
numerical expression. That limit is contained elsewhere in Article 
Sixth (b), including in the opening paragraph. Accordingly, adding a 
reference to the long-standing ``20%'' back to paragraph (b)(iii) is a 
conforming edit to fill an obvious gap created by a rule text marking 
error in the Exchange's recent filing. The two proposed edits do not 
raise any new or novel issues, and allowing these edits to be made 
without further delay will allow the Exchange to promptly update the 
Certificate of Incorporation of CBOE Holdings. For this reason, the

[[Page 77396]]

Commission designates the proposed rule change to be operative upon 
filing.\10\
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    \10\ 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).
---------------------------------------------------------------------------

    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-C2-2015-034 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-C2-2015-034. 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-C2-2015-034 and should be 
submitted on or before January 4, 2016.
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    \11\ 17 CFR 200.30-3(a)(12) and (59).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
Brent J. Fields,
Secretary.
[FR Doc. 2015-31326 Filed 12-11-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                  77394                      Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices

                                                  Commission may designate a shorter                        • Send an email to rule-comments@                    SECURITIES AND EXCHANGE
                                                  time if such action is consistent with the              sec.gov. Please include File Number SR–                COMMISSION
                                                  protection of investors and the public                  NYSE–2015–63 on the subject line.
                                                  interest. The Exchange has asked the                                                                           [Release No. 34–76588; File No. SR–C2–
                                                  Commission to waive the 30-day                          Paper Comments
                                                                                                                                                                 2015–034]
                                                  operative delay so that the proposed                      • Send paper comments in triplicate
                                                  rule change may become operative                                                                               Self-Regulatory Organizations; C2
                                                                                                          to Secretary, Securities and Exchange
                                                  immediately. The Exchange believes                                                                             Options Exchange, Incorporated;
                                                                                                          Commission, 100 F Street NE.,
                                                  that providing greater flexibility in the                                                                      Notice of Filing and Immediate
                                                  preparation of the paperwork needed to                  Washington, DC 20549–1090.
                                                                                                                                                                 Effectiveness of Proposed Rule
                                                  request a change of DMM unit is in the                  All submissions should refer to File                   Change To Amend the Certificate of
                                                  interests of investors as it is important               Number SR–NYSE–2015–63. This file
                                                  to the maintenance of a high quality                                                                           Incorporation of Its Parent Company
                                                                                                          number should be included on the
                                                  market for an issuer’s stock that the                   subject line if email is used. To help the             December 8, 2015.
                                                  issuer has a good relationship with its                 Commission process and review your
                                                  DMM. As the Exchange notes in its                                                                                 Pursuant to Section 19(b)(1) of the
                                                                                                          comments more efficiently, please use                  Securities Exchange Act of 1934
                                                  filing, the proposal would better                       only one method. The Commission will
                                                  conform the process for changing a                                                                             (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                                                          post all comments on the Commission’s                  notice is hereby given that, on
                                                  DMM to that which is used for initially
                                                                                                          Internet Web site (http://www.sec.gov/                 November 25, 2015, C2 Options
                                                  selecting a DMM. In particular, the
                                                  officer’s signature that would be                       rules/sro.shtml). Copies of the                        Exchange, Incorporated (the ‘‘Exchange’’
                                                  required to change a company’s DMM                      submission, all subsequent                             or ‘‘C2’’) filed with the Securities and
                                                  must be that of a senior official at the                amendments, all written statements                     Exchange Commission (‘‘Commission’’)
                                                  company with a rank of Corporate                        with respect to the proposed rule                      the proposed rule change as described
                                                  Secretary or above. Furthermore, the                    change that are filed with the                         in Items I and II below, which Items
                                                  other rule changes proposed by the                      Commission, and all written                            have been prepared by the Exchange.
                                                  Exchange are also conforming changes                    communications relating to the                         The Commission is publishing this
                                                  that would make the Manual more                         proposed rule change between the                       notice to solicit comments on the
                                                  consistent with the Exchange’s current                  Commission and any person, other than                  proposed rule change from interested
                                                  rules. Based on the foregoing, the                      those that may be withheld from the                    persons.
                                                  Commission believes that waiving the                    public in accordance with the
                                                  30-day operative delay is consistent                    provisions of 5 U.S.C. 552, will be                    I. Self-Regulatory Organization’s
                                                  with the protection of investors and the                available for Web site viewing and                     Statement of the Terms of Substance of
                                                  public interest. For this reason, the                   printing in the Commission’s Public                    the Proposed Rule Change
                                                  Commission hereby waives the 30-day                     Reference Room, 100 F Street NE.,
                                                  operative delay and designates the                                                                                The Exchange proposes to amend the
                                                                                                          Washington, DC 20549 on official
                                                  proposal operative upon filing.13                                                                              certificate of incorporation of its parent
                                                                                                          business days between the hours of
                                                     At any time within 60 days of the                                                                           Company, CBOE Holdings, Inc. (‘‘CBOE
                                                                                                          10:00 a.m. and 3:00 p.m. Copies of such
                                                  filing of the proposed rule change, the                                                                        Holdings’’). The text of the proposed
                                                  Commission summarily may                                filing also will be available for
                                                                                                                                                                 rule change is available on the
                                                  temporarily suspend such rule change if                 inspection and copying at the principal
                                                                                                                                                                 Exchange’s Web site (http://
                                                  it appears to the Commission that such                  offices of the Exchange. All comments
                                                                                                                                                                 www.cboe.com/AboutCBOE/CBOELegal
                                                  action is necessary or appropriate in the               received will be posted without change;
                                                                                                                                                                 RegulatoryHome.aspx), at the
                                                  public interest, for the protection of                  the Commission does not edit personal
                                                                                                                                                                 Exchange’s Office of the Secretary, and
                                                  investors, or otherwise in furtherance of               identifying information from
                                                                                                                                                                 at the Commission’s Public Reference
                                                  the purposes of the Act. If the                         submissions. You should submit only
                                                                                                                                                                 Room.
                                                  Commission takes such action, the                       information that you wish to make
                                                  Commission shall institute proceedings                  available publicly. All submissions                    II. Self-Regulatory Organization’s
                                                  to determine whether the proposed rule                  should refer to File Number SR–NYSE–                   Statement of the Purpose of, and
                                                  change should be approved or                            2015–63, and should be submitted on or                 Statutory Basis for, the Proposed Rule
                                                  disapproved.                                            before January 4, 2016.                                Change
                                                  IV. Solicitation of Comments                              For the Commission, by the Division of                 In its filing with the Commission, the
                                                    Interested persons are invited to                     Trading and Markets, pursuant to delegated
                                                                                                                                                                 Exchange included statements
                                                  submit written data, views, and                         authority.14
                                                                                                                                                                 concerning the purpose of and basis for
                                                  arguments concerning the foregoing,                     Brent J. Fields,                                       the proposed rule change and discussed
                                                  including whether the proposed rule                     Secretary.                                             any comments it received on the
                                                  change is consistent with the Act.                      [FR Doc. 2015–31329 Filed 12–11–15; 8:45 am]           proposed rule change. The text of these
                                                  Comments may be submitted by any of                     BILLING CODE 8011–01–P                                 statements may be examined at the
                                                  the following methods:                                                                                         places specified in Item IV below. The
                                                  Electronic Comments                                                                                            Exchange has prepared summaries, set
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                    • Use the Commission’s Internet                                                                              forth in sections A, B, and C below, of
                                                  comment form (http://www.sec.gov/                                                                              the most significant aspects of such
                                                  rules/sro.shtml); or                                                                                           statements.

                                                    13 For purposes only of waiving the 30-day

                                                  operative delay, the Commission has considered the
                                                                                                                                                                   1 15   U.S.C. 78s(b)(1).
                                                  proposed rule’s impact on efficiency, competition,
                                                  and capital formation. See 15 U.S.C. 78c(f).              14 17   CFR 200.30–3(a)(12), (59).                     2 17   CFR 240.19b–4.



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                                                                             Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices                                              77395

                                                  A. Self-Regulatory Organization’s                       2. Statutory Basis                                       III. Date of Effectiveness of the
                                                  Statement of the Purpose of, and                           The Exchange believes the proposed                    Proposed Rule Change and Timing for
                                                  Statutory Basis for, the Proposed Rule                  rule change is consistent with the                       Commission Action
                                                  Change                                                  Securities Exchange Act of 1934 (the                        Because the proposed rule change
                                                  1. Purpose                                              ‘‘Act’’) and the rules and regulations                   does not (i) significantly affect the
                                                                                                          thereunder applicable to the Exchange                    protection of investors or the public
                                                     On May 21, 2015, CBOE Holdings’                      and, in particular, the requirements of                  interest; (ii) impose any significant
                                                  stockholders approved proposed                          Section 6(b) of the Act.5 Specifically,                  burden on competition; and (iii) become
                                                  amendments to the Certificate. On                       the Exchange believes the proposed rule                  operative for 30 days from the date on
                                                  October 22[sic], 2015, in accordance                    change is consistent with the Section                    which it was filed, or such shorter time
                                                  with Article Eleventh of the Certificate,               6(b)(5) 6 requirements that the rules of                 as the Commission may designate if
                                                  the Exchange submitted a rule filing                    an exchange be designed to prevent                       consistent with the protection of
                                                  proposing to make the approved                          fraudulent and manipulative acts and                     investors and the public interest, the
                                                  amendments to the Certificate.3 The                     practices, to promote just and equitable                 proposed rule change has become
                                                  Exchange notes however, that it                         principles of trade, to foster cooperation               effective pursuant to Section 19(b)(3)(A)
                                                  inadvertently omitted in its rule filing                and coordination with persons engaged                    of the Act 8 and Rule 19b–4(f)(6)
                                                  two changes to the Certificate in the                   in regulating, clearing, settling,                       thereunder.9
                                                  Exhibit 5 that had been approved by                     processing information with respect to,                     In its filing, the Exchange requested
                                                  CBOE Holdings’ shareholders. In order                   and facilitating transactions in                         that the Commission waive both the 5
                                                  to conform the current Certificate to the               securities, to remove impediments to                     business day prefiling requirement as
                                                  Certificate approved by CBOE Holdings’                  and perfect the mechanism of a free and                  well as the 30-day operative delay so
                                                  shareholders in May 2015, CBOE                          open market and a national market                        that the Exchange can expeditiously
                                                  Holdings proposes to correct the                        system, and, in general, to protect                      obtain effectiveness, as required by
                                                  omitted changes. First, in Article Third,               investors and the public interest.                       CBOE Holdings’ governing documents,
                                                  the Exchange had omitted to eliminate                   Additionally, the Exchange believes the                  for two changes approved by CBOE
                                                  the word ‘‘other’’ from the following                   proposed rule change is consistent with                  Holdings’ shareholders to the Certificate
                                                  language ‘‘The nature of the business or                the Section 6(b)(5) 7 requirement that                   of Incorporation of CBOE Holdings that
                                                  purposes to be conducted or promoted                    the rules of an exchange not be designed                 the Exchange failed to correctly mark in
                                                  by the Corporation is to engage in any                  to permit unfair discrimination between                  the recent filing it submitted to seek
                                                  other lawful act or activity for which                  customers, issuers, brokers, or dealers.                 effectiveness of the overall package of
                                                  corporations may be organized under                        In particular, CBOE Holdings believes                 shareholder-approved changes.
                                                  the GCL.’’ The Exchange believes that                   the proposed amendments to its                              The Commission believes that
                                                  the reference to ‘‘other’’ in this section              Certificate are non-substantive and
                                                                                                                                                                   waiving the 5 business day prefiling
                                                  is unnecessary and that the change is                   clarifying in nature, alleviating potential
                                                                                                                                                                   requirement and the 30-day operative
                                                  non-substantive and clarifying in                       confusion. Additionally, CBOE
                                                                                                                                                                   delay is consistent with the protection
                                                  nature. The Exchange notes that the                     Holdings believes that conforming the
                                                                                                                                                                   of investors and the public interest, as
                                                  proposed change does not affect the                     current Certificate to the Certificate
                                                                                                                                                                   it will allow two non-controversial
                                                  rights of shareholders.                                 approved by CBOE Holdings’
                                                                                                                                                                   proposed conforming edits to the CBOE
                                                                                                          shareholders on May 21, 2015, alleviates
                                                     Next, CBOE Holdings proposes to                                                                               Holdings Certificate of Incorporation to
                                                                                                          potential confusion. The alleviation of
                                                  correct an error related to the ownership                                                                        take effect without delay. The
                                                                                                          potential confusion removes
                                                  concentration limitation. Particularly,                                                                          Commission notes the Exchange
                                                                                                          impediments to and perfects the
                                                  CBOE Holdings had proposed to remove                                                                             previously filed to amend the Certificate
                                                                                                          mechanism of a free and open market
                                                  references to the 10% ownership                                                                                  and that filing has since become
                                                                                                          and a national market system, and, in
                                                  concentration limitation applicable                                                                              effective. The Exchange represents that
                                                                                                          general, protect investors and the public
                                                  before CBOE Holdings’ initial public                                                                             the change to Article Third is non-
                                                                                                          interest.
                                                  offering (‘‘IPO’’) in 2010, as discussed in                                                                      substantive and non-controversial. The
                                                  SR–C2–2015–026.4 This change did not                    B. Self-Regulatory Organization’s                        change to Article Sixth corrects an
                                                  change the current ownership                            Statement on Burden on Competition                       obvious typographical error, as the
                                                  concentration limitation, which is 20%.                   Because the proposed rule change                       language continued to reference the
                                                  In Article Sixth, subparagraph (b)(iii),                relates to the governance of CBOE                        ownership concentration limit but failed
                                                  the Exchange inadvertently omitted                      Holdings and not to the operations of                    to include the limit’s numerical
                                                  references to both 10% and 20%.                         the Exchange, the Exchange does not                      expression. That limit is contained
                                                  Specifically, the language ‘‘10% or 20%                 believe that the proposed rule change                    elsewhere in Article Sixth (b), including
                                                  (as applicable at such time)’’ was                      will impose any burden on competition                    in the opening paragraph. Accordingly,
                                                  eliminated in its entirety. CBOE                        not necessary or appropriate in                          adding a reference to the long-standing
                                                  Holdings notes that only ‘‘10% or’’ and                 furtherance of the purposes of the Act.                  ‘‘20%’’ back to paragraph (b)(iii) is a
                                                  ‘‘(as applicable at such time)’’ should                                                                          conforming edit to fill an obvious gap
                                                                                                          C. Self-Regulatory Organization’s                        created by a rule text marking error in
                                                  have been eliminated (i.e., reference to
                                                                                                          Statement on Comments on the                             the Exchange’s recent filing. The two
                                                  20% should have remained).
                                                                                                          Proposed Rule Change Received From                       proposed edits do not raise any new or
                                                  Accordingly, CBOE Holdings proposes
                                                                                                          Members, Participants, or Others
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  to add ‘‘20%’’, the current ownership                                                                            novel issues, and allowing these edits to
                                                  concentration limitation, back into                       The Exchange neither solicited nor                     be made without further delay will
                                                  Article Sixth, Subparagraph (b)(iii).                   received comments on the proposed                        allow the Exchange to promptly update
                                                                                                          rule change.                                             the Certificate of Incorporation of CBOE
                                                    3 See Securities Exchange Act Release No. 76281                                                                Holdings. For this reason, the
                                                                                                            5 15    U.S.C. 78f(b).
                                                  (October 27, 2015), 80 FR 211 [sic] (November 2,
                                                  2015) (SR–C2–2015–026).                                   6 15    U.S.C. 78f(b)(5).                                8 15   U.S.C. 78s(b)(3)(A).
                                                    4 Id.                                                   7 Id.                                                    9 17   CFR 240.19b–4(f)(6).



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                                                  77396                      Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices

                                                  Commission designates the proposed                      business days between the hours of                     master securityholder file within five
                                                  rule change to be operative upon                        10:00 a.m. and 3:00 p.m. Copies of the                 business days of the time required by
                                                  filing.10                                               filing also will be available for                      Rule 17Ad–10 (17 CFR 240.17Ad–10).
                                                     At any time within 60 days of the                    inspection and copying at the principal                Also, a transfer agent must maintain a
                                                  filing of the proposed rule change, the                 office of the Exchange. All comments                   copy of any report required under Rule
                                                  Commission summarily may                                received will be posted without change;                17Ad-11 for a period of not less than
                                                  temporarily suspend such rule change if                 the Commission does not edit personal                  three years following the date of the
                                                  it appears to the Commission that such                  identifying information from                           report, the first year in an easily
                                                  action is necessary or appropriate in the               submissions. You should submit only                    accessible place.
                                                  public interest, for the protection of                  information that you wish to make                         Because the information required by
                                                  investors, or otherwise in furtherance of               available publicly. All submissions                    Rule 17Ad–11 is already available to
                                                  the purposes of the Act. If the                         should refer to File Number SR–C2–                     transfer agents, any collection burden
                                                  Commission takes such action, the                       2015–034 and should be submitted on                    for small transfer agents is minimal.
                                                  Commission shall institute proceedings                  or before January 4, 2016.                             Based on a review of the number of Rule
                                                  to determine whether the proposed rule                    For the Commission, by the Division of               17Ad–11 reports the Commission, the
                                                  should be approved or disapproved.                      Trading and Markets, pursuant to delegated             Comptroller of the Currency, the Board
                                                                                                          authority.11                                           of Governors of the Federal Reserve
                                                  IV. Solicitation of Comments
                                                                                                          Brent J. Fields,                                       System, and the Federal Deposit
                                                    Interested persons are invited to                                                                            Insurance Corporation received since
                                                                                                          Secretary.
                                                  submit written data, views and                                                                                 2012, the Commission staff estimates
                                                                                                          [FR Doc. 2015–31326 Filed 12–11–15; 8:45 am]
                                                  arguments concerning the foregoing,                                                                            that 10 respondents will file a total of
                                                                                                          BILLING CODE 8011–01–P
                                                  including whether the proposed rule                                                                            approximately 12 reports annually. The
                                                  change is consistent with the Act.                                                                             Commission staff estimates that, on
                                                  Comments may be submitted by any of                                                                            average, each report can be completed
                                                                                                          SECURITIES AND EXCHANGE
                                                  the following methods:                                                                                         in 30 minutes. Therefore, the total
                                                                                                          COMMISSION
                                                  Electronic Comments                                                                                            annual hourly burden to the entire
                                                                                                          Submission for OMB Review;                             transfer agent industry is approximately
                                                    • Use the Commission’s Internet                                                                              six hours (30 minutes × 12 reports).
                                                                                                          Comment Request
                                                  comment form (http://www.sec.gov/                                                                              Assuming an average hourly rate of $25
                                                  rules/sro.shtml); or                                    Upon Written Request Copies Available                  for a transfer agent staff employee, the
                                                    • Send an email to rule-comments@                      From: Securities and Exchange                         average total internal cost of the report
                                                  sec.gov. Please include File Number SR–                  Commission, Office of FOIA Services,                  is $12.50. The total annual internal cost
                                                  C2–2015–034 on the subject line.                         100 F Street NE., Washington, DC                      of compliance for the approximate 10
                                                  Paper Comments                                           20549–2736.                                           respondents is approximately $150.00
                                                    • Send paper comments in triplicate                   Extension:                                             (12 reports × $12.50).
                                                                                                            Rule 17Ad–11, SEC File No. 270–261,                     The retention period for the
                                                  to Secretary, Securities and Exchange                       OMB Control No. 3235–0274.                         recordkeeping requirement under Rule
                                                  Commission, 100 F Street NE.,
                                                                                                             Notice is hereby given that pursuant                17Ad–11 is three years following the
                                                  Washington, DC 20549–1090.
                                                                                                          to the Paperwork Reduction Act of 1995                 date of a report prepared pursuant to the
                                                  All submissions should refer to File                                                                           rule. The recordkeeping requirement
                                                  Number SR–C2–2015–034. This file                        (44 U.S.C. 3501 et seq.) (‘‘PRA’’), the
                                                                                                          Securities and Exchange Commission                     under Rule 17Ad–11 is mandatory to
                                                  number should be included on the                                                                               assist the Commission and other
                                                  subject line if email is used. To help the              (‘‘Commission’’) has submitted to the
                                                                                                          Office of Management and Budget                        regulatory agencies with monitoring
                                                  Commission process and review your                                                                             transfer agents and ensuring compliance
                                                  comments more efficiently, please use                   (‘‘OMB’’) a request for approval of
                                                                                                          extension of the previously approved                   with the rule. This rule does not involve
                                                  only one method. The Commission will                                                                           the collection of confidential
                                                                                                          collection of information provided for in
                                                  post all comments on the Commission’s                                                                          information.
                                                                                                          Rule 17Ad–11 (17 CFR 240.17Ad–11)
                                                  Internet Web site (http://www.sec.gov/                                                                            An agency may not conduct or
                                                                                                          under the Securities Exchange Act of
                                                  rules/sro.shtml). Copies of the                                                                                sponsor, and a person is not required to
                                                                                                          1934 (15 U.S.C. 78a et seq.).
                                                  submission, all subsequent                                 Rule 17Ad–11 requires every                         respond to, a collection of information
                                                  amendments, all written statements                      registered recordkeeping transfer agent                under the PRA unless it displays a
                                                  with respect to the proposed rule                       to report to issuers and its appropriate               currently valid OMB number.
                                                  change that are filed with the                          regulatory agency in the event that the                   Background documentation for this
                                                  Commission, and all written                             aggregate market value of an aged record               information collection may be viewed at
                                                  communications relating to the                          difference exceeds certain thresholds. A               the following Web site:
                                                  proposed rule change between the                        record difference occurs when an                       www.reginfo.gov. Comments should be
                                                  Commission and any person, other than                   issuer’s records do not agree with those               directed to: (i) Desk Officer for the
                                                  those that may be withheld from the                     of securityholders as indicated, for                   Securities and Exchange Commission,
                                                  public in accordance with the                           instance, on certificates presented to the             Office of Information and Regulatory
                                                  provisions of 5 U.S.C. 552, will be                     transfer agent for purchase, redemption                Affairs, Office of Management and
                                                  available for Web site viewing and                      or transfer. An aged record difference is              Budget, Room 10102, New Executive
                                                  printing in the Commission’s Public
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                          a record difference that has existed for               Office Building, Washington, DC 20503
                                                  Reference Room, 100 F Street NE.,                       more than 30 calendar days. In addition,               or by sending an email to: (i) Shagufta_
                                                  Washington, DC 20549, on official                       the rule requires every recordkeeping                  Ahmed@comb.eop.gov; and (ii) Pamela
                                                                                                          transfer agent to report to its appropriate            Dyson, Director/Chief Information
                                                     10 For purposes only of waiving the 30-day
                                                                                                          regulatory agency in the event of a                    Officer, Securities and Exchange
                                                  operative delay, the Commission has also
                                                  considered the proposed rule’s impact on                failure to post certificate detail to the              Commission, c/o Remi Pavlik-Simon,
                                                  efficiency, competition, and capital formation. See                                                            100 F Street NE., Washington, DC
                                                  15 U.S.C. 78c(f).                                         11 17   CFR 200.30–3(a)(12) and (59).                20549, or by sending an email to PRA_


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Document Created: 2015-12-14 13:47:11
Document Modified: 2015-12-14 13:47:11
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 77394 

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