80 FR 79381 - Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Certificate of Incorporation and By-Laws

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 244 (December 21, 2015)

Page Range		79381-79382
FR Document		2015-31927

Federal Register, Volume 80 Issue 244 (Monday, December 21, 2015)

[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79381-79382]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2015-31927]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76656; File No. SR-BX-2015-080]

Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the
Exchange's Certificate of Incorporation and By-Laws

December 15, 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 December 9, 2015, NASDAQ OMX BX, Inc. (``BX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I, II, and III, 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

The Exchange is filing this proposed rule change with respect to
amendments of its Certificate of Incorporation (the ``Charter'') and
By-Laws (the ``By-Laws'') to change its name to NASDAQ BX, Inc. The
proposed amendments will be implemented on a date designated by the
Exchange, which shall be at least 30 days from the date of this filing.
The text of the proposed rule change is available on the Exchange's Web
site at http://nasdaqomxbx.cchwallstreet.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 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
As part of an ongoing global rebranding initiative, the Exchange's
parent company and sole stockholder (the ``Parent'') recently changed
its legal name from The NASDAQ OMX Group, Inc. to Nasdaq, Inc.\3\ For
purposes of consistency, the Parent also has decided to change the
legal names of certain of its subsidiaries to eliminate references to
OMX. The Exchange therefore proposes to amend its Charter and By-Laws
to change its legal name from NASDAQ OMX BX, Inc. to NASDAQ BX, Inc.
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\3\ See Securities Exchange Act Release No. 75421 (July 10,
2015), 80 FR 42136 (July 16, 2015) (SR-BSECC-2015-001, SR-BX-2015-
030, SR-NASDAQ-2015-058, SR-Phlx-2015-46, SR-SCCP-2015-01).
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Specifically, the Exchange proposes to file a Certificate of
Amendment to its Charter with the Secretary of State of the State of
Delaware to amend Article First of the Charter to reflect the new
name.\4\ In addition, the Exchange proposes to amend the title and
Article I(l) of the By-Laws to reflect the new name. The Exchange also
proposes to amend Section 9.4(c) of the By-Laws to reflect the Parent's
name change, which became effective on September 8, 2015.
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\4\ On the Exchange's Web site (http://nasdaqomxbx.cchwallstreet.com), the Certificate of Amendment and
Certificate of Incorporation will appear as two separate documents
(in addition to the prior Certificate of Amendment, dated December
30, 2008), which is consistent with how they will appear in the
records of the Secretary of State of the State of Delaware.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\5\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\6\ in particular, in that it is 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.
The Exchange is proposing amendments to its Charter and By-Laws to
effectuate its name change to NASDAQ BX, Inc. and to reflect the
Parent's recent name change to Nasdaq, Inc. The Exchange believes that
the changes will protect investors and the public interest by
eliminating confusion that may exist because of differences between its
corporate name and the current global branding of the Parent and its
affiliated entities, including the Exchange.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

Because the proposed rule change relates to the governance 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

No written comments were either solicited or received.

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

Because the foregoing 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, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \7\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A)(iii).
\8\ 17 CFR 240.19b-4(f)(6).
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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: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) 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:

[[Page 79382]]

Electronic Comments

Use 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-BX-2015-080 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-BX-2015-080. 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 offices 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-BX-2015-080,
and should be submitted on or before January 11, 2016.
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\9\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31927 Filed 12-18-15; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 244 / Monday, December 21, 2015 / Notices 79381

For the Commission, by the Division of proposed rule change. The text of these to reflect the Parent’s recent name
Trading and Markets, pursuant to delegated statements may be examined at the change to Nasdaq, Inc. The Exchange
authority.22 places specified in Item IV below. The believes that the changes will protect
Robert W. Errett, Exchange has prepared summaries, set investors and the public interest by
Deputy Secretary. forth in sections A, B, and C below, of eliminating confusion that may exist
[FR Doc. 2015–31934 Filed 12–18–15; 8:45 am] the most significant aspects of such because of differences between its
BILLING CODE 8011–01–P statements. corporate name and the current global
A. Self-Regulatory Organization’s branding of the Parent and its affiliated
Statement of the Purpose of, and entities, including the Exchange.
SECURITIES AND EXCHANGE
Statutory Basis for, the Proposed Rule B. Self-Regulatory Organization’s
COMMISSION
Change Statement on Burden on Competition
[Release No. 34–76656; File No. SR–BX–
2015–080]
1. Purpose Because the proposed rule change
As part of an ongoing global relates to the governance and not to the
Self-Regulatory Organizations; rebranding initiative, the Exchange’s operations of the Exchange, the
NASDAQ OMX BX, Inc.; Notice of Filing parent company and sole stockholder Exchange does not believe that the
and Immediate Effectiveness of (the ‘‘Parent’’) recently changed its legal proposed rule change will impose any
Proposed Rule Change To Amend the name from The NASDAQ OMX Group, burden on competition not necessary or
Exchange’s Certificate of Incorporation Inc. to Nasdaq, Inc.3 For purposes of appropriate in furtherance of the
and By-Laws consistency, the Parent also has decided purposes of the Act.
to change the legal names of certain of C. Self-Regulatory Organization’s
December 15, 2015.
its subsidiaries to eliminate references Statement on Comments on the
Pursuant to Section 19(b)(1) of the to OMX. The Exchange therefore
Securities Exchange Act of 1934 Proposed Rule Change Received From
proposes to amend its Charter and By- Members, Participants, or Others
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 Laws to change its legal name from
notice is hereby given that on December NASDAQ OMX BX, Inc. to NASDAQ No written comments were either
9, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’ BX, Inc. solicited or received.
or ‘‘Exchange’’) filed with the Securities Specifically, the Exchange proposes to
and Exchange Commission (‘‘SEC’’ or file a Certificate of Amendment to its III. Date of Effectiveness of the
‘‘Commission’’) the proposed rule Charter with the Secretary of State of the Proposed Rule Change and Timing for
change as described in Items I, II, and State of Delaware to amend Article First Commission Action
III, below, which Items have been of the Charter to reflect the new name.4 Because the foregoing proposed rule
prepared by the Exchange. The In addition, the Exchange proposes to change does not: (i) Significantly affect
Commission is publishing this notice to amend the title and Article I(l) of the the protection of investors or the public
solicit comments on the proposed rule By-Laws to reflect the new name. The interest; (ii) impose any significant
change from interested persons. Exchange also proposes to amend burden on competition; and (iii) become
I. Self-Regulatory Organization’s Section 9.4(c) of the By-Laws to reflect operative for 30 days from the date on
Statement of the Terms of the Substance the Parent’s name change, which which it was filed, or such shorter time
of the Proposed Rule Change became effective on September 8, 2015. as the Commission may designate, it has
2. Statutory Basis become effective pursuant to Section
The Exchange is filing this proposed
19(b)(3)(A)(iii) of the Act 7 and
rule change with respect to amendments The Exchange believes that its subparagraph (f)(6) of Rule 19b–4
of its Certificate of Incorporation (the proposal is consistent with Section 6(b) thereunder.8
‘‘Charter’’) and By-Laws (the ‘‘By- of the Act,5 in general, and furthers the
Laws’’) to change its name to NASDAQ At any time within 60 days of the
objectives of Section 6(b)(5) of the Act,6 filing of the proposed rule change, the
BX, Inc. The proposed amendments will in particular, in that it is designed to
be implemented on a date designated by Commission summarily may
promote just and equitable principles of temporarily suspend such rule change if
the Exchange, which shall be at least 30 trade, to remove impediments to and
days from the date of this filing. The it appears to the Commission that such
perfect the mechanism of a free and action is: (i) Necessary or appropriate in
text of the proposed rule change is open market and a national market
available on the Exchange’s Web site at the public interest; (ii) for the protection
system, and, in general to protect of investors; or (iii) otherwise in
http://nasdaqomxbx.cchwallstreet.com, investors and the public interest. The
at the principal office of the Exchange, furtherance of the purposes of the Act.
Exchange is proposing amendments to If the Commission takes such action, the
and at the Commission’s Public its Charter and By-Laws to effectuate its
Reference Room. Commission shall institute proceedings
name change to NASDAQ BX, Inc. and to determine whether the proposed rule
II. Self-Regulatory Organization’s 3 See Securities Exchange Act Release No. 75421
should be approved or disapproved.
Statement of the Purpose of, and (July 10, 2015), 80 FR 42136 (July 16, 2015) (SR–
Statutory Basis for, the Proposed Rule IV. Solicitation of Comments
BSECC–2015–001, SR–BX–2015–030, SR–
Change NASDAQ–2015–058, SR–Phlx–2015–46, SR–SCCP– Interested persons are invited to
2015–01). submit written data, views, and
In its filing with the Commission, the 4 On the Exchange’s Web site (http://
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Exchange included statements nasdaqomxbx.cchwallstreet.com), the Certificate of
arguments concerning the foregoing,
concerning the purpose of and basis for Amendment and Certificate of Incorporation will including whether the proposed rule
the proposed rule change and discussed appear as two separate documents (in addition to change is consistent with the Act.
the prior Certificate of Amendment, dated Comments may be submitted by any of
any comments it received on the December 30, 2008), which is consistent with how
they will appear in the records of the Secretary of
the following methods:
22 17 CFR 200.30–3(a)(12). State of the State of Delaware.
1 15 U.S.C. 78s(b)(1). 5 15 U.S.C. 78f(b). 7 15 U.S.C. 78s(b)(3)(A)(iii).
2 17 CFR 240.19b–4. 6 15 U.S.C. 78f(b)(5). 8 17 CFR 240.19b–4(f)(6).

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79382 Federal Register / Vol. 80, No. 244 / Monday, December 21, 2015 / Notices

Electronic Comments SECURITIES AND EXCHANGE The Exchange has prepared summaries,
COMMISSION set forth in sections A, B, and C below,
• Use the Commission’s Internet of the most significant parts of such
comment form (http://www.sec.gov/ [Release No. 34–76655; File No. SR–
NYSEMKT–2015–103]
statements.
rules/sro.shtml); or
A. Self-Regulatory Organization’s
• Send an email to rule-comments@ Self-Regulatory Organizations; NYSE Statement of the Purpose of, and the
sec.gov. Please include File Number SR– MKT LLC; Notice of Filing and Statutory Basis for, the Proposed Rule
BX–2015–080 on the subject line. Immediate Effectiveness of Proposed Change
Rule Change Amending Rule 13
Paper Comments Equities To Eliminate Good Til 1. Purpose
• Send paper comments in triplicate Cancelled Orders and Stop Orders, The Exchange proposes to amend
to Secretary, Securities and Exchange and Make Conforming Changes to Rule 13—Equities (‘‘Rule 13’’) to
Commission, 100 F Street NE., Equities Rules 49, 61, 70, 104, 115A, eliminate GTC Orders (which are also
Washington, DC 20549–1090. 116, 118, 123, 123A, 123C, 123D, 501, defined as ‘‘Open’’ Orders) and Stop
1000, 1004, and 6140 Orders, and make conforming changes
All submissions should refer to File to Rules 49—Equities, 61—Equities,
Number SR–BX–2015–080. This file December 15, 2015.
70—Equities, 104—Equities, 115A—
number should be included on the Pursuant to Section 19(b)(1) 1 of the
Equities, 116—Equities, 118—Equities,
subject line if email is used. To help the Securities Exchange Act of 1934 (the
123—Equities, 123A—Equities, 123C—
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
Commission process and review your Equities, 123D—Equities, 501—Equities,
notice is hereby given that on December
comments more efficiently, please use 1000—Equities, 1004—Equities, and
7, 2015, NYSE MKT LLC (the
only one method. The Commission will 6140—Equities. The Exchange proposes
‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with
post all comments on the Commission’s to eliminate these order types in order
the Securities and Exchange
Internet Web site (http://www.sec.gov/ to streamline its rules and reduce
Commission (the ‘‘Commission’’) the
rules/sro.shtml). Copies of the complexity among its order type
proposed rule change as described in
submission, all subsequent offerings.4
Items I and II below, which Items have
amendments, all written statements Because of the technology changes
been prepared by the self-regulatory
with respect to the proposed rule associated with the proposed rule
organization. The Commission is
change that are filed with the change, the Exchange proposes to
publishing this notice to solicit
Commission, and all written announce the implementation date of
comments on the proposed rule change
communications relating to the the elimination of the order types via
from interested persons.
Trader Update.
proposed rule change between the
I. Self-Regulatory Organization’s
Commission and any person, other than Elimination of GTC Orders and Stop
Statement of the Terms of Substance of
those that may be withheld from the Orders (Rule 13)
the Proposed Rule Change
public in accordance with the The Exchange proposes to eliminate,
provisions of 5 U.S.C. 552, will be The Exchange proposes to amend
and thus delete from its rules, the GTC
available for Web site viewing and Rule 13—Equities to eliminate Good til
Order defined in Rule 13(b)(2). A GTC
printing in the Commission’s Public Cancelled (‘‘GTC’’) Orders and Stop
Order is a limit order that remains in
Reference Room, 100 F Street NE., Orders, and (2) make conforming
effect until it is either executed or
changes to Rules 49—Equities, 61—
Washington, DC 20549 on official cancelled.5 To reflect this elimination,
Equities, 70—Equities, 104—Equities,
business days between the hours of the Exchange proposes to delete all
115A—Equities, 116—Equities, 118—
10:00 a.m. and 3:00 p.m. Copies of such references to GTC or Open Orders and
Equities, 123—Equities, 123A—Equities,
filing also will be available for any related modifiers in Rule 13 as
123C—Equities, 123D—Equities, 501—
inspection and copying at the principal follows:
Equities, 1000—Equities, 1004—
offices of the Exchange. All comments • Delete Rule 13(b)(2), which defines
Equities, and 6140—Equities. The
received will be posted without change; the GTC Order;
proposed rule change is available on the
the Commission does not edit personal • delete Rule 13(d)(1)(B)(iv), which
Exchange’s Web site at www.nyse.com,
identifying information from provides that interest designated as GTC
at the principal office of the Exchange,
submissions. You should submit only may not be designated as a Mid-Point
and at the Commission’s Public
information that you wish to make Passive Liquidity (‘‘MPL’’) Order; 6
Reference Room. • delete Rules 13(f)(1) and (2), which
available publicly. All submissions
II. Self-Regulatory Organization’s describes the Do Not Reduce (‘‘DNR’’)
should refer to File Number SR–BX–
Statement of the Purpose of, and and Do Not Increase (‘‘DNI’’) modifiers,
2015–080, and should be submitted on
Statutory Basis for, the Proposed Rule
or before January 11, 2016.
Change 4 See, e.g., Mary Jo White, Chair, Securities and

For the Commission, by the Division of Exchange Commission, Speech at the Sandler
In its filing with the Commission, the O’Neill & Partners, L.P. Global Exchange and
Trading and Markets, pursuant to delegated
self-regulatory organization included Brokerage Conference (June 5, 2014) (available at
authority.9 www.sec.gov/News/Speech/Detail/Speech/
statements concerning the purpose of,
Robert W. Errett, 1370542004312#.U5HI-fmwJiw).
and basis for, the proposed rule change 5 GTC orders are not eligible to be executed in any
mstockstill on DSK4VPTVN1PROD with NOTICES

Deputy Secretary. and discussed any comments it received Off-Hours Trading Facility and may not be
[FR Doc. 2015–31927 Filed 12–18–15; 8:45 am] on the proposed rule change. The text transmitted to Floor broker hand-held devices or
BILLING CODE 8011–01–P of those statements may be examined at Floor broker systems. See Rule 13(b)(2).
6 A MPL Order is an undisplayed limit order that
the places specified in Item IV below.
automatically executes at the mid-point of the
protected best bid or offer. See Rule 13(d)(1)(A).
1 15 U.S.C. 78s(b)(1). The Exchange also proposes to re-number Rule
2 15 U.S.C. 78a. 13(d)(1)(B)(v) to reflect the deletion of subsection
9 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4. (iv).

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Document Created: 2015-12-19 02:57:04
Document Modified: 2015-12-19 02:57:04

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 79381