80 FR 77402 - Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a 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)
Federal Register Volume 80, Issue 239 (December 14, 2015)
| Page Range | 77402-77404 | |
| FR Document | 2015-31327 |
[Federal Register Volume 80, Number 239 (Monday, December 14, 2015)] [Notices] [Pages 77402-77404] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-31327] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76589; File No. SR-CBOE-2015-110] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a 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, Chicago Board Options Exchange, Incorporated (the ``Exchange'' or ``CBOE'') 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. 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. 76282 (October 27, 2015), 80 FR 211 [sic] (November 2, 2015) (SR-CBOE-2015-092). --------------------------------------------------------------------------- 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-CBOE-2015-092.\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. --------------------------------------------------------------------------- [[Page 77403]] 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, CBOE requested that the Commission waive both the 5 business day prefiling requirement as well as the 30-day operative delay so that CBOE 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 CBOE 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 CBOE previously filed to amend the Certificate and that filing has since become effective. CBOE 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 CBOE'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 CBOE to promptly update the Certificate of Incorporation of CBOE Holdings. For this reason, the Commission designates the proposed rule change to be operative upon filing.\10\ --------------------------------------------------------------------------- \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 CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-CBOE-2015-110 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-CBOE-2015-110. 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 [[Page 77404]] 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-CBOE-2015-110 and should be submitted on or before January 4, 2016. --------------------------------------------------------------------------- \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. 2015-31327 Filed 12-11-15; 8:45 am] BILLING CODE 8011-01-P
![77402 Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices
• Send an email to rule-comments@ SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
sec.gov. Please include File Number SR– COMMISSION Statement of the Purpose of, and
Phlx–2015–94 on the subject line. Statutory Basis for, the Proposed Rule
[Release No. 34–76589; File No. SR–CBOE– Change
Paper Comments
2015–110] 1. Purpose
• Send paper comments in triplicate
to Secretary, Securities and Exchange Self-Regulatory Organizations; On May 21, 2015, CBOE Holdings’
Commission, 100 F Street NE., Chicago Board Options Exchange, stockholders approved proposed
Washington, DC 20549–1090. Incorporated; Notice of Filing and amendments to the Certificate. On
Immediate Effectiveness of a Proposed October 22 [sic], 2015, in accordance
All submissions should refer to File Rule Change To Amend the Certificate with Article Eleventh of the Certificate,
Number SR–Phlx–2015–94. This file of Incorporation of Its Parent Company the Exchange submitted a rule filing
number should be included on the proposing to make the approved
subject line if email is used. To help the December 8, 2015. amendments to the Certificate.3 The
Commission process and review your Pursuant to Section 19(b)(1) of the Exchange notes however, that it
comments more efficiently, please use Securities Exchange Act of 1934 inadvertently omitted in its rule filing
only one method. The Commission will (‘‘Act’’),1 and Rule 19b–4 thereunder,2 two changes to the Certificate in the
post all comments on the Commission’s notice is hereby given that, on Exhibit 5 that had been approved by
Internet Web site (http://www.sec.gov/ November 25, 2015, Chicago Board CBOE Holdings’ shareholders. In order
rules/sro.shtml). Copies of the to conform the current Certificate to the
Options Exchange, Incorporated (the
submission, all subsequent Certificate approved by CBOE Holdings’
‘‘Exchange’’ or ‘‘CBOE’’) filed with the
amendments, all written statements shareholders in May 2015, CBOE
Securities and Exchange Commission
with respect to the proposed rule Holdings proposes to correct the
(‘‘Commission’’) the proposed rule omitted changes. First, in Article Third,
change that are filed with the change as described in Items I and II
Commission, and all written the Exchange had omitted to eliminate
below, which Items have been prepared the word ‘‘other’’ from the following
communications relating to the by the Exchange. The Commission is
proposed rule change between the language ‘‘The nature of the business or
publishing this notice to solicit purposes to be conducted or promoted
Commission and any person, other than comments on the proposed rule change by the Corporation is to engage in any
those that may be withheld from the from interested persons. other lawful act or activity for which
public in accordance with the
I. Self-Regulatory Organization’s corporations may be organized under
provisions of 5 U.S.C. 552, will be the GCL.’’ The Exchange believes that
available for Web site viewing and Statement of the Terms of Substance of
the reference to ‘‘other’’ in this section
printing in the Commission’s Public the Proposed Rule Change
is unnecessary and that the change is
Reference Room, 100 F Street NE., non-substantive and clarifying in
The Exchange proposes to amend the
Washington, DC 20549 on official nature. The Exchange notes that the
certificate of incorporation of its parent
business days between the hours of proposed change does not affect the
Company, CBOE Holdings, Inc. (‘‘CBOE
10:00 a.m. and 3:00 p.m. Copies of such rights of shareholders.
Holdings’’). The text of the proposed
filing also will be available for
rule change is available on the Next, CBOE Holdings proposes to
inspection and copying at the principal correct an error related to the ownership
Exchange’s Web site (http://
offices of the Exchange. All comments concentration limitation. Particularly,
www.cboe.com/AboutCBOE/
received will be posted without change; CBOE Holdings had proposed to remove
CBOELegalRegulatoryHome.aspx), at
the Commission does not edit personal references to the 10% ownership
the Exchange’s Office of the Secretary,
identifying information from concentration limitation applicable
and at the Commission’s Public
submissions. You should submit only before CBOE Holdings’ initial public
Reference Room.
information that you wish to make offering (‘‘IPO’’) in 2010, as discussed in
available publicly. All submissions II. Self-Regulatory Organization’s SR–CBOE–2015–092.4 This change did
should refer to File Number SR–Phlx– Statement of the Purpose of, and not change the current ownership
2015–94, and should be submitted on or Statutory Basis for, the Proposed Rule concentration limitation, which is 20%.
before January 4, 2016. Change In Article Sixth, subparagraph (b)(iii),
For the Commission, by the Division of the Exchange inadvertently omitted
In its filing with the Commission, the references to both 10% and 20%.
Trading and Markets, pursuant to delegated
Exchange included statements Specifically, the language ‘‘10% or 20%
authority.18
concerning the purpose of and basis for (as applicable at such time)’’ was
Brent J. Fields, the proposed rule change and discussed eliminated in its entirety. CBOE
Secretary. any comments it received on the Holdings notes that only ‘‘10% or’’ and
[FR Doc. 2015–31333 Filed 12–11–15; 8:45 am] proposed rule change. The text of these ‘‘(as applicable at such time)’’ should
BILLING CODE 8011–01–P statements may be examined at the have been eliminated (i.e., reference to
places specified in Item IV below. The 20% should have remained).
Exchange has prepared summaries, set Accordingly, CBOE Holdings proposes
mstockstill on DSK4VPTVN1PROD with NOTICES
forth in sections A, B, and C below, of to add ‘‘20%’’, the current ownership
the most significant aspects of such concentration limitation, back into
statements. Article Sixth, Subparagraph (b)(iii).
3 See Securities Exchange Act Release No. 76282
(October 27, 2015), 80 FR 211 [sic] (November 2,
1 15 U.S.C. 78s(b)(1). 2015) (SR–CBOE–2015–092).
18 17 CFR 200.30–3(a)(12). 2 17 CFR 240.19b–4. 4 Id.
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![77404 Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices
10:00 a.m. and 3:00 p.m. Copies of the 1. Internet: We strongly recommend account—for purposes of the
filing also will be available for that you submit your comments via the Supplemental Security Income (SSI)
inspection and copying at the principal Internet. Please visit the Federal program. We shall also exclude
office of the Exchange. All comments eRulemaking portal at http:// distributions for qualified non-housing-
received will be posted without change; www.regulations.gov. Use the Search related disability expenses for purposes
the Commission does not edit personal function to find docket number [SSA– of the SSI program.
identifying information from 2015–0059]. The system will issue you Section 529A(d)(4) of the Internal
submissions. You should submit only a tracking number to confirm your Revenue Code provides that ‘‘States
information that you wish to make submission. You will not be able to shall submit electronically on a monthly
available publicly. All submissions view your comment immediately basis to the Commissioner of Social
should refer to File Number SR–CBOE– because we must post each comment Security, in the manner specified by the
2015–110 and should be submitted on manually. It may take up to a week for Commissioner, statements on relevant
or before January 4,2016. your comment to be viewable. distributions and account balances from
For the Commission, by the Division of 2. Fax: Fax comments to (410) 966– all ABLE accounts.’’ Before accepting
Trading and Markets, pursuant to delegated 2830. these electronic reports, we will enter
authority.11 3. Mail: Address your comments to into a data exchange agreement with
Brent J. Fields, the Office of Regulations and Reports each State. This agreement will specify
Secretary. Clearance, Social Security the content, format, and the security and
Administration, 3100 West High Rise privacy requirements for these reports.
[FR Doc. 2015–31327 Filed 12–11–15; 8:45 am]
Building, 6401 Security Boulevard, However, we recognize that general
BILLING CODE 8011–01–P
Baltimore, Maryland 21235–6401. guidance in advance of entering into
Comments are available for public these agreements may be helpful to the
viewing on the Federal eRulemaking States as they design their ABLE
SOCIAL SECURITY ADMINISTRATION portal at http://www.regulations.gov or programs, and we do not want
[Docket No. SSA–2015–0059] in person, during regular business uncertainty concerning these reports to
hours, by arranging with the contact delay the States’ implementing their
Advance Notification Regarding person identified below. programs. Therefore, we are issuing this
Reporting by State ABLE Programs FOR FURTHER INFORMATION CONTACT: Eric advance notice to inform State ABLE
Under Section 529A of the Internal Skidmore, Office of Income Security programs of the general types of
Revenue Code Programs, Social Security information we anticipate requesting
AGENCY: Social Security Administration. Administration, 6401 Security they include in their monthly reports of
ACTION: Notice; request for comments. Boulevard, Baltimore, MD 21235, (410) ABLE account balances and
597–1833. For information on eligibility distributions.
SUMMARY: This notice provides advance or filing for benefits, call our national
notification to State Achieving a Better toll-free number, 1–800–772–1213 or NOTICE: We currently anticipate that
Life Experience (ABLE) programs of the TTY 1–800–325–0778, or visit our our data exchange agreements will
general types of information we Internet site, Social Security Online at require that the States provide in their
anticipate requiring that the State http://www.socialsecurity.gov. monthly electronic reports information,
programs include in their monthly SUPPLEMENTARY INFORMATION: concerning each ABLE account:
electronic reports of ABLE account Background: The Stephen Beck, Jr., • Name of the designated beneficiary;
balances and distributions. We are also Achieving a Better Life Experience Act
requesting information from the public • Social Security number of the
of 2014 (ABLE Act) was enacted on
and State ABLE programs about these designated beneficiary;
December 19, 2014, as part of the Tax
general types of information and Increase Prevention Act of 2014 (Public • date of birth of the designated
whether these electronic reports should Law 113–295). The ABLE Act permits a beneficiary;
include any other information. State, or an agency or instrumentality of • name of the person who has
DATES: Comments must be received by a State, to establish and maintain a new signature authority (if different from the
January 13, 2016. type of savings program, called an ABLE designated beneficiary);
ADDRESSES: You may submit comments program. Under an ABLE program, • unique account number assigned by
by any one of three methods—Internet, contributions can be made to a tax- the State to the ABLE account;
fax, or mail. Do not submit the same advantaged ABLE account that is
comments multiple times or by more established for the purpose of providing • account opened date;
than one method. No matter which secure funding for disability-related • account closed date;
method you choose, please state that expenses on behalf of the account’s • balance as of the first moment of the
your comments refer to Docket No. designated beneficiary that will month (that is, the balance as of 12:00
[SSA–2015–0059] so that we may supplement but not supplant benefits a.m. local time on the first of the
associate your comments with the provided through other sources. The month);
correct document. designated beneficiary of an ABLE
Caution: You should be careful to account, who is also the owner of the • date of each distribution in the
include in your comments only account, must have been disabled or reporting period; and
• amount of each distribution in the
mstockstill on DSK4VPTVN1PROD with NOTICES
information that you wish to make blind prior to his or her attaining age 26.
publicly available We strongly urge you The ABLE Act further provides that the reporting period.
not to include in your comments any Social Security Administration will Dated: December 4, 2015.
personal information, such as Social exclude the first $100,000 in an ABLE
Carolyn W. Colvin,
Security numbers or medical account—for any period when the
information. designated beneficiary maintains, makes Acting Commissioner of Social Security.
contributions to, or receives [FR Doc. 2015–31351 Filed 12–11–15; 8:45 am]
11 17 CFR 200.30–3(a)(12) and (59). distributions from his or her ABLE BILLING CODE 4191–02–P
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Document Created: 2015-12-14 13:47:08
Document Modified: 2015-12-14 13:47:08
| 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 77402 |
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