81 FR 23060 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Certificate of Incorporation of the Exchange's Ultimate Parent Company, Bats Global Markets, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 75 (April 19, 2016)

Page Range		23060-23062
FR Document		2016-08939
Federal Register, Volume 81 Issue 75 (Tuesday, April 19, 2016)
[Federal Register Volume 81, Number 75 (Tuesday, April 19, 2016)]
[Notices]
[Pages 23060-23062]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-08939]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77601; File No. SR-BatsBZX-2016-07]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the Certificate of Incorporation of the Exchange's Ultimate Parent 
Company, Bats Global Markets, Inc.

April 13, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on April 8, 2016, Bats BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The Exchange 
has designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with 
the Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend the certificate of 
incorporation of the Exchange's ultimate parent company, Bats Global 
Markets, Inc. (the ``Corporation'').
    The text of the proposed rule change is available at the Exchange's 
Web site at www.batstrading.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements

[[Page 23061]]

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 parts of such 
statements.

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

1. Purpose
    On December 16, 2015, the Corporation, the ultimate parent entity 
of the Exchange, filed a registration statement on Form S-1 with the 
Commission seeking to register shares of common stock and to conduct an 
initial public offering of those shares, which will be listed for 
trading on the Exchange (the ``IPO''). In connection with its IPO, the 
Corporation intends to amend and restate its certificate of 
incorporation (the ``New Certificate of Incorporation''). The Exchange 
previously received Commission approval of certain substantive 
amendments to the certificate of incorporation of the Corporation that 
comprise changes included in the New Certificate of Incorporation.\5\ 
Since that date, the Corporation has determined it to be necessary to 
further amend its certificate of incorporation to achieve the final, 
pre-IPO version of the New Certificate of Incorporation. The additional 
amendments will be achieved through the filing with the State of 
Delaware of a certificate of amendment to the New Certificate of 
Incorporation. The additional amendments are described in further 
detail below.
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    \5\ See Securities Exchange Act Release No. 77464 (March 29, 
2016), 81 FR 19252 (April 1, 2016) (SR-BATS-2016-010; SR-BYX-2016-
02; SR-EDGX-2016-04; SR-EDGA-2016-01).
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    The Exchange, on behalf of the Corporation, proposes changes to the 
New Certificate of Incorporation in connection with a forward stock 
split, pursuant to which each share of common stock of the Corporation 
outstanding or held in treasury immediately prior to the completion of 
the IPO would automatically and without action on the part of the 
holders thereof be subdivided into 2.91 shares of common stock (the 
``Stock Split'').\6\ Accordingly, the number of authorized shares of 
the Corporation, both in the aggregate and as set forth by class, as 
codified in paragraph (a)(i) of Article Fourth of the New Certificate 
of Incorporation, will be adjusted. The Corporation also plans to 
adjust the preferred stock of the Corporation consistent with the Stock 
Split. The par value of the Corporation's common stock will remain 
$0.01 per share.
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    \6\ Common stock consists of voting common stock and non-voting 
common stock of the Corporation.
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    The purpose of this rule filing is to permit the Corporation, the 
ultimate parent company of the Exchange, to adopt an amendment to the 
New Certificate of Incorporation, as described in this proposal. The 
changes described herein relate to the certificate of incorporation of 
the Corporation only, not to the governance of the Exchange. The 
Exchange will continue to be governed by its existing certificate of 
incorporation and bylaws. The stock in, and voting power of, the 
Exchange will continue to be directly and solely held by Bats Global 
Markets Holdings, Inc., an intermediate holding company wholly-owned by 
the Corporation, and the governance of the Exchange will continue under 
its existing structure.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with the 
requirements of the Act and rules and regulations thereunder that are 
applicable to a national securities exchange, and, in particular, with 
the requirements of Section 6(b) of the Act.\7\ In particular, the 
proposal is consistent with Section 6(b)(1) of the Act, because it 
retains, without modification, the existing limitations on ownership 
and total voting power that currently exist and that are designed to 
prevent any stockholder from exercising undue control over the 
operation of the Exchange and to assure that the Exchange is able to 
carry out its regulatory obligations under the Act. Under the proposal, 
the Corporation is making certain administrative and structural changes 
to the New Certificate of Incorporation. These changes, however, do not 
impact the governance of the Exchange nor do they modify the ownership 
of the Corporation.
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    \7\ 15 U.S.C. 78f(b).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change imposes 
any burden on competition. As described above, the proposed rule change 
is simply to make certain administrative and structural changes to the 
New Certificate of Incorporation. These changes do not impact the 
governance of the Exchange nor do they modify the ownership of the 
Corporation.

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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any written comments from members or other interested parties.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
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 \10\ and Rule 19b-
4(f)(6) thereunder.\11\
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's intent to file 
the proposed rule change, along with a brief description and text of 
the proposed rule change, at least five business days prior to the 
date of filing of the proposed rule change, or such shorter time as 
designated by the Commission. The Exchange has satisfied this 
requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) under the Act 
\12\ normally does not become operative for 30 days after the date of 
filing. However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Exchange states that 
the Corporation's IPO may occur in the near future, and the changes 
described in this notice are a critical component of such IPO. The 
Exchange states that waiver of the operative delay will allow the 
Corporation to promptly move forward with the IPO without delay. The 
Commission notes that the Exchange represents that there are no changes 
to the provisions of the New Certificate of Incorporation that impact 
the ownership

[[Page 23062]]

or governance of the Exchange, and that instead, the amendments reflect 
administrative and structural amendments to the New Certificate of 
Incorporation. Based on the foregoing, the Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest.\14\ The Commission hereby grants the 
Exchange's request and designates the proposal operative upon filing.
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    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 17 CFR 240.19b-4(f)(6)(iii).
    \14\ 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).
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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 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-BatsBZX-2016-07 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-BatsBZX-2016-07. 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-BatsBZX-2016-07 and should 
be submitted on or before May 10, 2016.
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    \15\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-08939 Filed 4-18-16; 8:45 am]
BILLING CODE 8011-01-P
23060 Federal Register / Vol. 81, No. 75 / Tuesday, April 19, 2016 / Notices

is acting in its capacity as an investment 12(d)(1)(A), a Fund of Funds and the For the Commission, by the Division of
adviser to a Fund) will cause a Fund to applicable Trust will execute a FOF Investment Management, under delegated
purchase a security in any Affiliated authority.
Participation Agreement stating,
Underwriting. without limitation, that their respective Brent J. Fields,
7. The Board of a Fund, including a boards of directors or trustees and their Secretary.
majority of the non-interested Board investment advisers, or trustee and [FR Doc. 2016–08935 Filed 4–18–16; 8:45 am]
members, will adopt procedures Sponsor, as applicable, understand the BILLING CODE 8011–01–P
reasonably designed to monitor any terms and conditions of the order, and
purchases of securities by the Fund in
agree to fulfill their responsibilities
an Affiliated Underwriting, once an SECURITIES AND EXCHANGE
under the order. At the time of its COMMISSION
investment by a Fund of Funds in the
securities of the Fund exceeds the limit investment in Shares of a Fund in
excess of the limit in section [Release No. 34–77601; File No. SR–
of section 12(d)(1)(A)(i) of the Act, BatsBZX–2016–07]
including any purchases made directly 12(d)(1)(A)(i), a Fund of Funds will
from an Underwriting Affiliate. The notify the Fund of the investment. At Self-Regulatory Organizations; Bats
Board will review these purchases such time, the Fund of Funds will also BZX Exchange, Inc.; Notice of Filing
periodically, but no less frequently than transmit to the Fund a list of the names and Immediate Effectiveness of a
annually, to determine whether the of each Fund of Funds Affiliate and Proposed Rule Change To Amend the
purchases were influenced by the Underwriting Affiliate. The Fund of Certificate of Incorporation of the
investment by the Fund of Funds in the Funds will notify the Fund of any Exchange’s Ultimate Parent Company,
Fund. The Board will consider, among changes to the list of the names as soon Bats Global Markets, Inc.
other things: (i) Whether the purchases as reasonably practicable after a change
were consistent with the investment April 13, 2016.
occurs. The Fund and the Fund of
objectives and policies of the Fund; (ii) Funds will maintain and preserve a Pursuant to Section 19(b)(1) of the
how the performance of securities Securities Exchange Act of 1934 (the
copy of the order, the FOF Participation
purchased in an Affiliated Underwriting ‘‘Act’’),1 and Rule 19b–4 thereunder,2
Agreement, and the list with any notice is hereby given that on April 8,
compares to the performance of updated information for the duration of
comparable securities purchased during 2016, Bats BZX Exchange, Inc. (the
the investment and for a period of not ‘‘Exchange’’ or ‘‘BZX’’) filed with the
a comparable period of time in less than six years thereafter, the first
underwritings other than Affiliated Securities and Exchange Commission
two years in an easily accessible place. (‘‘Commission’’) the proposed rule
Underwritings or to a benchmark such
as a comparable market index; and (iii) 10. Before approving any advisory change as described in Items I and II
whether the amount of securities contract under section 15 of the Act, the below, which Items have been prepared
purchased by the Fund in Affiliated board of directors or trustees of each by the Exchange. The Exchange has
Underwritings and the amount Investing Management Company designated this proposal as a ‘‘non-
purchased directly from an including a majority of the disinterested controversial’’ proposed rule change
Underwriting Affiliate have changed directors or trustees, will find that the pursuant to Section 19(b)(3)(A) of the
significantly from prior years. The advisory fees charged under such Act 3 and Rule 19b–4(f)(6)(iii)
Board will take any appropriate actions contract are based on services provided thereunder,4 which renders it effective
based on its review, including, if upon filing with the Commission. The
that will be in addition to, rather than
appropriate, the institution of Commission is publishing this notice to
duplicative of, the services provided solicit comments on the proposed rule
procedures designed to ensure that under the advisory contract(s) of any
purchases of securities in Affiliated change from interested persons.
Fund in which the Investing
Underwritings are in the best interest of Management Company may invest. I. Self-Regulatory Organization’s
shareholders of the Fund. Statement of the Terms of Substance of
8. Each Fund will maintain and These findings and their basis will be
fully recorded in the minute books of the Proposed Rule Change
preserve permanently in an easily
accessible place a written copy of the the appropriate Investing Management The Exchange filed a proposal to
procedures described in the preceding Company. amend the certificate of incorporation of
condition, and any modifications to 11. Any sales charges and/or service the Exchange’s ultimate parent
such procedures, and will maintain and company, Bats Global Markets, Inc. (the
fees charged with respect to shares of a
preserve for a period of not less than six ‘‘Corporation’’).
Fund of Funds will not exceed the The text of the proposed rule change
years from the end of the fiscal year in limits applicable to a fund of funds as
which any purchase in an Affiliated is available at the Exchange’s Web site
set forth in NASD Conduct Rule 2830. at www.batstrading.com, at the
Underwriting occurred, the first two
years in an easily accessible place, a 12. No Fund will acquire securities of principal office of the Exchange, and at
written record of each purchase of an investment company or company the Commission’s Public Reference
securities in Affiliated Underwritings relying on section 3(c)(1) or 3(c)(7) of Room.
once an investment by a Fund of Funds the Act in excess of the limits contained II. Self-Regulatory Organization’s
in the securities of the Fund exceeds the in section 12(d)(1)(A) of the Act, except Statement of the Purpose of, and
limit of section 12(d)(1)(A)(i) of the Act, to the extent the Fund acquires Statutory Basis for, the Proposed Rule
securities of another investment
mstockstill on DSK4VPTVN1PROD with NOTICES

setting forth from whom the securities Change
were acquired, the identity of the company pursuant to exemptive relief In its filing with the Commission, the
underwriting syndicate’s members, the from the Commission permitting the Exchange included statements
terms of the purchase, and the Fund to acquire securities of one or
information or materials upon which more investment companies for short- 1 15 U.S.C. 78s(b)(1).
the Board’s determinations were made. term cash management purposes. 2 17 CFR 240.19b–4.
9. Before investing in a Fund in 3 15 U.S.C. 78s(b)(3)(A).

excess of the limit in section 4 17 CFR 240.19b–4(f)(6)(iii).

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23062 Federal Register / Vol. 81, No. 75 / Tuesday, April 19, 2016 / Notices

or governance of the Exchange, and that proposed rule change between the Commission is publishing this notice to
instead, the amendments reflect Commission and any person, other than solicit comments on the proposed rule
administrative and structural those that may be withheld from the change from interested persons.
amendments to the New Certificate of public in accordance with the
I. Self-Regulatory Organization’s
Incorporation. Based on the foregoing, provisions of 5 U.S.C. 552, will be
Statement of the Terms of Substance of
the Commission believes that waiving available for Web site viewing and
printing in the Commission’s Public the Proposed Rule Change
the 30-day operative delay is consistent
with the protection of investors and the Reference Room, 100 F Street NE., The Exchange filed a proposal to
public interest.14 The Commission Washington, DC 20549, on official amend the certificate of incorporation of
hereby grants the Exchange’s request business days between the hours of the Exchange’s ultimate parent
and designates the proposal operative 10:00 a.m. and 3:00 p.m. Copies of the company, Bats Global Markets, Inc. (the
upon filing. filing also will be available for ‘‘Corporation’’).
At any time within 60 days of the inspection and copying at the principal The text of the proposed rule change
filing of the proposed rule change, the office of the Exchange. All comments is available at the Exchange’s Web site
Commission summarily may received will be posted without change; at www.batstrading.com, at the
temporarily suspend such rule change if the Commission does not edit personal principal office of the Exchange, and at
it appears to the Commission that such identifying information from the Commission’s Public Reference
action is necessary or appropriate in the submissions. You should submit only Room.
public interest, for the protection of information that you wish to make II. Self-Regulatory Organization’s
investors, or otherwise in furtherance of available publicly. All submissions Statement of the Purpose of, and
the purposes of the Act. If the should refer to File Number SR– Statutory Basis for, the Proposed Rule
Commission takes such action, the BatsBZX–2016–07 and should be Change
Commission shall institute proceedings submitted on or before May 10, 2016.
to determine whether the proposed rule In its filing with the Commission, the
For the Commission, by the Division of
should be approved or disapproved. Trading and Markets, pursuant to delegated
Exchange included statements
authority.15 concerning the purpose of and basis for
IV. Solicitation of Comments the proposed rule change and discussed
Robert W. Errett,
Interested persons are invited to any comments it received on the
Deputy Secretary.
submit written data, views, and proposed rule change. The text of these
[FR Doc. 2016–08939 Filed 4–18–16; 8:45 am]
arguments concerning the foregoing, statements may be examined at the
including whether the proposed rule BILLING CODE 8011–01–P
places specified in Item IV below. The
change is consistent with the Act. Exchange has prepared summaries, set
Comments may be submitted by any of forth in Sections A, B, and C below, of
SECURITIES AND EXCHANGE
the following methods: the most significant parts of such
COMMISSION
Electronic Comments statements.
[Release No. 34–77608; File No. SR-
• Use the Commission’s Internet BatsEDGA–2016–05] (A) Self-Regulatory Organization’s
comment form (http://www.sec.gov/ Statement of the Purpose of, and
rules/sro.shtml); or Self-Regulatory Organizations; Bats Statutory Basis for, the Proposed Rule
• Send an email to rule-comments@ EDGA Exchange, Inc.; Notice of Filing Change
sec.gov. Please include File Number SR– and Immediate Effectiveness of a
1. Purpose
BatsBZX–2016–07 on the subject line. Proposed Rule Change To Amend the
Certificate of Incorporation of the On December 16, 2015, the
Paper Comments Exchange’s Ultimate Parent Company, Corporation, the ultimate parent entity
• Send paper comments in triplicate Bats Global Markets, Inc. of the Exchange, filed a registration
to Secretary, Securities and Exchange statement on Form S–1 with the
Commission, 100 F Street NE., April 13, 2016. Commission seeking to register shares of
Washington, DC 20549–1090. Pursuant to Section 19(b)(1) of the common stock and to conduct an initial
All submissions should refer to File Securities Exchange Act of 1934 (the public offering of those shares, which
Number SR–BatsBZX–2016–07. This file ‘‘Act’’),1 and Rule 19b–4 thereunder,2 will be listed for trading on the
number should be included on the notice is hereby given that on April 8, Exchange (the ‘‘IPO’’). In connection
subject line if email is used. To help the 2016, Bats EDGA Exchange, Inc. (the with its IPO, the Corporation intends to
Commission process and review your ‘‘Exchange’’ or ‘‘EDGA’’) filed with the amend and restate its certificate of
comments more efficiently, please use Securities and Exchange Commission incorporation (the ‘‘New Certificate of
only one method. The Commission will (‘‘Commission’’) the proposed rule Incorporation’’). The Exchange
post all comments on the Commission’s change as described in Items I and II previously received Commission
Internet Web site (http://www.sec.gov/ below, which Items have been prepared approval of certain substantive
rules/sro.shtml). Copies of the by the Exchange. The Exchange has amendments to the certificate of
submission, all subsequent designated this proposal as a ‘‘non- incorporation of the Corporation that
amendments, all written statements controversial’’ proposed rule change comprise changes included in the New
with respect to the proposed rule pursuant to Section 19(b)(3)(A) of the Certificate of Incorporation.5 Since that
change that are filed with the Act 3 and Rule 19b–4(f)(6)(iii) date, the Corporation has determined it
mstockstill on DSK4VPTVN1PROD with NOTICES

Commission, and all written thereunder,4 which renders it effective to be necessary to further amend its
communications relating to the upon filing with the Commission. The certificate of incorporation to achieve
the final, pre-IPO version of the New
15 17 CFR 200.30–3(a)(12).
14 For purposes only of waiving the 30-day
1 15 U.S.C. 78s(b)(1).
operative delay, the Commission has also 5 See Securities Exchange Act Release No. 77464
2 17 CFR 240.19b–4.
considered the proposed rule’s impact on (March 29, 2016), 81 FR 19252 (April 1, 2016) (SR–
3 15 U.S.C. 78s(b)(3)(A).
efficiency, competition, and capital formation. See BATS–2016–010; SR–BYX–2016–02; SR–EDGX–
15 U.S.C. 78c(f). 4 17 CFR 240.19b–4(f)(6)(iii). 2016–04; SR–EDGA–2016–01).

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Document Created: 2016-04-19 00:16:09
Document Modified: 2016-04-19 00:16:09
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		81 FR 23060