80 FR 79396 - Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Certificate of Formation, By-Laws and First Amended Limited Liability Company Agreement

SECURITIES AND EXCHANGE COMMISSION

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

Page Range		79396-79397
FR Document		2015-31925
Federal Register, Volume 80 Issue 244 (Monday, December 21, 2015)
[Federal Register Volume 80, Number 244 (Monday, December 21, 2015)]
[Notices]
[Pages 79396-79397]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-31925]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76654; File No. SR-Phlx-2015-105]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
Exchange's Certificate of Formation, By-Laws and First Amended Limited 
Liability Company Agreement

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 PHLX LLC (``Phlx'' 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.
---------------------------------------------------------------------------

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

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 Formation (the ``Charter''), By-Laws 
(the ``By-Laws'') and First Amended Limited Liability Company Agreement 
(the ``LLC Agreement'') to change its name to NASDAQ PHLX LLC. 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://nasdaqomxphlx.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 member (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, By-Laws and 
LLC Agreement to change its legal name from NASDAQ OMX PHLX LLC to 
NASDAQ PHLX LLC.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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(k) of the By-Laws to reflect the new name. The Exchange also 
proposes to amend the first paragraph of the By-Laws to refer to the 
Exchange's Second Amended Limited Liability Company Agreement, which it 
will enter into in connection with the name change and which will 
replace the current LLC Agreement.
---------------------------------------------------------------------------

    \4\ On the Exchange's Web site (http://nasdaqomxphlx.cchwallstreet.com), the Certificate of Formation and 
Certificate of Amendment will appear as two separate documents, 
which is consistent with how they will appear in the records of the 
Secretary of State of the State of Delaware.
---------------------------------------------------------------------------

    With respect to the current LLC Agreement, the Exchange proposes to 
amend the title, the first paragraph, the recitals and the signature 
page to reflect the Exchange's proposed name change, the Parent's 
recent name change and the entry by the Parent into the Second Amended 
Limited Liability Company Agreement to effectuate both of the 
aforementioned changes. The Exchange also proposes to update section 1 
and Schedule A to reflect its proposed name change, sections 13 and 17 
to use the defined term ``Stockholder'' for the Parent and Schedules A 
and B to reflect the Parent's recent name change.
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, By-Laws and LLC 
Agreement to effectuate its name change to NASDAQ PHLX LLC 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.
---------------------------------------------------------------------------

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

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

[[Page 79397]]

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\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    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:

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-Phlx-2015-105 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-Phlx-2015-105. 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-Phlx-2015-105, 
and should be submitted on or before January 11, 2016.
---------------------------------------------------------------------------

    \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. 2015-31925 Filed 12-18-15; 8:45 am]
BILLING CODE 8011-01-P
79396 Federal Register / Vol. 80, No. 244 / Monday, December 21, 2015 / Notices

rules/sro.shtml). Copies of the solicit comments on the proposed rule Charter with the Secretary of State of the
submission, all subsequent change from interested persons. State of Delaware to amend Article First
amendments, all written statements of the Charter to reflect the new name.4
I. Self-Regulatory Organization’s
with respect to the proposed rule In addition, the Exchange proposes to
Statement of the Terms of the Substance
change that are filed with the amend the title and Article I(k) of the
of the Proposed Rule Change
Commission, and all written By-Laws to reflect the new name. The
communications relating to the The Exchange is filing this proposed Exchange also proposes to amend the
proposed rule change between the rule change with respect to amendments first paragraph of the By-Laws to refer
Commission and any person, other than of its Certificate of Formation (the to the Exchange’s Second Amended
those that may be withheld from the ‘‘Charter’’), By-Laws (the ‘‘By-Laws’’) Limited Liability Company Agreement,
public in accordance with the and First Amended Limited Liability which it will enter into in connection
provisions of 5 U.S.C. 552, will be Company Agreement (the ‘‘LLC with the name change and which will
available for Web site viewing and Agreement’’) to change its name to replace the current LLC Agreement.
printing in the Commission’s Public NASDAQ PHLX LLC. The proposed With respect to the current LLC
Reference Room, 100 F Street NE., amendments will be implemented on a Agreement, the Exchange proposes to
Washington, DC 20549, on official date designated by the Exchange, which amend the title, the first paragraph, the
business days between the hours of shall be at least 30 days from the date recitals and the signature page to reflect
10:00 a.m. and 3:00 p.m. Copies of the of this filing. The text of the proposed the Exchange’s proposed name change,
filing also will be available for rule change is available on the the Parent’s recent name change and the
inspection and copying at the principal Exchange’s Web site at http:// entry by the Parent into the Second
office of the Exchange. All comments nasdaqomxphlx.cchwallstreet.com, at Amended Limited Liability Company
received will be posted without change; the principal office of the Exchange, and Agreement to effectuate both of the
the Commission does not edit personal at the Commission’s Public Reference aforementioned changes. The Exchange
identifying information from Room. also proposes to update section 1 and
submissions. You should submit only Schedule A to reflect its proposed name
information that you wish to make II. Self-Regulatory Organization’s
change, sections 13 and 17 to use the
available publicly. All submissions Statement of the Purpose of, and
defined term ‘‘Stockholder’’ for the
should refer to File Number SR–Phlx– Statutory Basis for, the Proposed Rule
Parent and Schedules A and B to reflect
2015–104 and should be submitted on Change
the Parent’s recent name change.
or before January 11, 2016. In its filing with the Commission, the
Exchange included statements 2. Statutory Basis
For the Commission, by the Division of
Trading and Markets, pursuant to delegated concerning the purpose of and basis for The Exchange believes that its
authority.8 the proposed rule change and discussed proposal is consistent with section 6(b)
Robert W. Errett, any comments it received on the of the Act,5 in general, and furthers the
Deputy Secretary. proposed rule change. The text of these objectives of section 6(b)(5) of the Act,6
[FR Doc. 2015–31928 Filed 12–18–15; 8:45 am] statements may be examined at the in particular, in that it is designed to
BILLING CODE 8011–01–P
places specified in Item IV below. The promote just and equitable principles of
Exchange has prepared summaries, set trade, to remove impediments to and
forth in sections A, B, and C below, of perfect the mechanism of a free and
SECURITIES AND EXCHANGE the most significant aspects of such open market and a national market
COMMISSION statements. system, and, in general to protect
investors and the public interest. The
[Release No. 34–76654; File No. SR–Phlx– A. Self-Regulatory Organization’s Exchange is proposing amendments to
2015–105] Statement of the Purpose of, and its Charter, By-Laws and LLC
Statutory Basis for, the Proposed Rule Agreement to effectuate its name change
Self-Regulatory Organizations; Change
NASDAQ OMX PHLX LLC; Notice of to NASDAQ PHLX LLC and to reflect
Filing and Immediate Effectiveness of 1. Purpose the Parent’s recent name change to
Proposed Rule Change To Amend the As part of an ongoing global Nasdaq, Inc. The Exchange believes that
Exchange’s Certificate of Formation, rebranding initiative, the Exchange’s the changes will protect investors and
By-Laws and First Amended Limited parent company and sole member (the the public interest by eliminating
Liability Company Agreement ‘‘Parent’’) recently changed its legal confusion that may exist because of
name from The NASDAQ OMX Group, differences between its corporate name
December 15, 2015. and the current global branding of the
Inc. to Nasdaq, Inc.3 For purposes of
Pursuant to section 19(b)(1) of the Parent and its affiliated entities,
Securities Exchange Act of 1934 consistency, the Parent also has decided
to change the legal names of certain of including the Exchange.
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on December its subsidiaries to eliminate references B. Self-Regulatory Organization’s
9, 2015, NASDAQ OMX PHLX LLC to OMX. The Exchange therefore Statement on Burden on Competition
(‘‘Phlx’’ or ‘‘Exchange’’) filed with the proposes to amend its Charter, By-Laws Because the proposed rule change
Securities and Exchange Commission and LLC Agreement to change its legal relates to the governance and not to the
(‘‘SEC’’ or ‘‘Commission’’) the proposed name from NASDAQ OMX PHLX LLC operations of the Exchange, the
to NASDAQ PHLX LLC.
mstockstill on DSK4VPTVN1PROD with NOTICES

rule change as described in Items I, II,
and III, below, which Items have been Specifically, the Exchange proposes to 4 On the Exchange’s Web site (http://

prepared by the Exchange. The file a Certificate of Amendment to its nasdaqomxphlx.cchwallstreet.com), the Certificate
of Formation and Certificate of Amendment will
Commission is publishing this notice to 3 See Securities Exchange Act Release No. 75421 appear as two separate documents, which is
(July 10, 2015), 80 FR 42136 (July 16, 2015) (SR– consistent with how they will appear in the records
8 17 CFR 200.30–3(a)(12). of the Secretary of State of the State of Delaware.
BSECC–2015–001, SR–BX–2015–030, SR–
1 15 U.S.C. 78s(b)(1). 5 15 U.S.C. 78f(b).
NASDAQ–2015–058, SR–Phlx–2015–46, SR–SCCP–
2 17 CFR 240.19b–4. 2015–01). 6 15 U.S.C. 78f(b)(5).

VerDate Sep<11>2014 17:38 Dec 18, 2015 Jkt 238001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 E:\FR\FM\21DEN1.SGM 21DEN1
Federal Register / Vol. 80, No. 244 / Monday, December 21, 2015 / Notices 79397

Exchange does not believe that the number should be included on the likely to cause a loss of consciousness
proposed rule change will impose any subject line if email is used. To help the or any loss of ability to operate a
burden on competition not necessary or Commission process and review your commercial motor vehicle (CMV) in
appropriate in furtherance of the comments more efficiently, please use interstate commerce. The regulation and
purposes of the Act. only one method. The Commission will the associated advisory criteria
post all comments on the Commission’s published in the Code of Federal
C. Self-Regulatory Organization’s
Internet Web site (http://www.sec.gov/ Regulations as the ‘‘Instructions for
Statement on Comments on the
rules/sro.shtml). Copies of the Performing and Recording Physical
Proposed Rule Change Received From
submission, all subsequent Examinations’’ have resulted in
Members, Participants, or Others
amendments, all written statements numerous drivers being prohibited from
No written comments were either with respect to the proposed rule operating CMVs in interstate commerce
solicited or received. change that are filed with the based on the fact that they have had one
III. Date of Effectiveness of the Commission, and all written or more seizures and are taking anti-
Proposed Rule Change and Timing for communications relating to the seizure medication, rather than an
Commission Action proposed rule change between the individual analysis of their
Commission and any person, other than circumstances by a qualified medical
Because the foregoing proposed rule those that may be withheld from the examiner. If granted, the exemptions
change does not: (i) Significantly affect public in accordance with the would enable these individuals who
the protection of investors or the public provisions of 5 U.S.C. 552, will be have had one or more seizures and are
interest; (ii) impose any significant available for Web site viewing and taking anti-seizure medication to
burden on competition; and (iii) become printing in the Commission’s Public operate CMVs for up to 2 years in
operative for 30 days from the date on Reference Room, 100 F Street NE., interstate commerce.
which it was filed, or such shorter time Washington, DC 20549 on official DATES: Comments must be received on
as the Commission may designate, it has business days between the hours of or before January 20, 2016.
become effective pursuant to section 10:00 a.m. and 3:00 p.m. Copies of such
19(b)(3)(A)(iii) of the Act 7 and ADDRESSES: You may submit comments
filing also will be available for bearing the Federal Docket Management
subparagraph (f)(6) of Rule 19b–4 inspection and copying at the principal
thereunder.8 System (FDMS) Docket ID FMCSA–
offices of the Exchange. All comments 2015–0320 using any of the following
At any time within 60 days of the received will be posted without change;
filing of the proposed rule change, the methods:
the Commission does not edit personal • Federal eRulemaking Portal: Go to
Commission summarily may identifying information from
temporarily suspend such rule change if www.regulations.gov. Follow the on-line
submissions. You should submit only instructions for submitting comments.
it appears to the Commission that such information that you wish to make
action is: (i) Necessary or appropriate in • Mail: Docket Management Facility;
available publicly. All submissions U.S. Department of Transportation, 1200
the public interest; (ii) for the protection should refer to File Number SR–Phlx–
of investors; or (iii) otherwise in New Jersey Avenue SE., West Building
2015–105, and should be submitted on Ground Floor, Room W12–140,
furtherance of the purposes of the Act. or before January 11, 2016.
If the Commission takes such action, the Washington, DC 20590–0001.
Commission shall institute proceedings For the Commission, by the Division of • Hand Delivery or Courier: West
to determine whether the proposed rule Trading and Markets, pursuant to delegated Building Ground Floor, Room W12–140,
authority.9 1200 New Jersey Avenue SE.,
should be approved or disapproved.
Robert W. Errett, Washington, DC, between 9 a.m. and 5
IV. Solicitation of Comments Deputy Secretary. p.m., Monday through Friday, except
Interested persons are invited to [FR Doc. 2015–31925 Filed 12–18–15; 8:45 am] Federal Holidays.
submit written data, views, and BILLING CODE 8011–01–P • Fax: 1–202–493–2251.
arguments concerning the foregoing, Each submission must include the
including whether the proposed rule Agency name and the docket ID for this
change is consistent with the Act. DEPARTMENT OF TRANSPORTATION Notice. Note that DOT posts all
Comments may be submitted by any of comments received without change to
the following methods: Federal Motor Carrier Safety www.regulations.gov, including any
Administration personal information included in a
Electronic Comments comment. Please see the Privacy Act
[Docket No. FMCSA–2015–0320]
• Use the Commission’s Internet heading below.
comment form (http://www.sec.gov/ Docket: For access to the docket to
Qualification of Drivers; Exemption
rules/sro.shtml); or read background documents or
Applications; Epilepsy and Seizure
• Send an email to rule-comments@ Disorders
comments, go to www.regulations.gov,
sec.gov. Please include File Number SR– at any time or Room W12–140 on the
Phlx–2015–105 on the subject line. AGENCY: Federal Motor Carrier Safety ground level of the West Building, 1200
Administration (FMCSA), DOT. New Jersey Avenue SE., Washington,
Paper Comments DC, between 9 a.m. and 5 p.m., Monday
ACTION: Notice of applications for
• Send paper comments in triplicate exemptions; request for comments. through Friday, except Federal holidays.
mstockstill on DSK4VPTVN1PROD with NOTICES

to Secretary, Securities and Exchange The FDMS is available 24 hours each
Commission, 100 F Street NE., SUMMARY: FMCSA announces receipt of day, 365 days each year. If you want
Washington, DC 20549–1090. applications from 17 individuals for an acknowledgment that we received your
All submissions should refer to File exemption from the prohibition against comments, please include a self-
Number SR–Phlx–2015–105. This file persons with a clinical diagnosis of addressed, stamped envelope or
epilepsy or any other condition that is postcard or print the acknowledgement
7 15 U.S.C. 78s(b)(3)(A)(iii). page that appears after submitting
8 17 CFR 240.19b–4(f)(6). 9 17 CFR 200.30–3(a)(12). comments on-line.

VerDate Sep<11>2014 17:38 Dec 18, 2015 Jkt 238001 PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 E:\FR\FM\21DEN1.SGM 21DEN1
Document Created: 2015-12-19 02:57:43
Document Modified: 2015-12-19 02:57:43
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 79396