81 FR 29598 - Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Related to Fees
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 92 (May 12, 2016)
Federal Register Volume 81, Issue 92 (May 12, 2016)
| Page Range | 29598-29600 | |
| FR Document | 2016-11155 |
[Federal Register Volume 81, Number 92 (Thursday, May 12, 2016)] [Notices] [Pages 29598-29600] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-11155] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-77780; File No. SR-BatsEDGX-2016-13] Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Related to Fees May 6, 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 29, 2016, Bats EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I, II and III below, which Items have been prepared by the Exchange. The Exchange has designated the proposed rule change as one establishing or changing a member due, fee, or other charge imposed by the Exchange under Section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposed rule change effective upon filing with the Commission. 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. \3\ 15 U.S.C. 78s(b)(3)(A)(ii). \4\ 17 CFR 240.19b-4(f)(2). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to amend the fee schedule applicable to Members \5\ and non-members of the Exchange pursuant to EDGX Rules 15.1(a) and (c). --------------------------------------------------------------------------- \5\ The term ``Member'' is defined as ``any registered broker or dealer that has been admitted to membership in the Exchange.'' See Exchange Rule 1.5(n). --------------------------------------------------------------------------- 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 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange determines the liquidity adding rebate that it will provide to Members using the Exchange's tiered pricing structure. Currently, the Exchange provides a $0.0027 per share rebate under footnote 2 of the Fee Schedule for a Member that adds an ADV \6\ of at least 0.02% of the TCV \7\ in Tape B securities for orders that yield fee codes B and 4.\8\ The Exchange currently has only one Tape B Volume Tier. --------------------------------------------------------------------------- \6\ As defined on the Exchange's Fee Schedule. \7\ Id. \8\ See Securities Exchange Act Release No. 76816 (January 4, 2016, 81 FR 987 (January 8, 2016) (SR-EDGX-2015-67). --------------------------------------------------------------------------- The Exchange now proposes to amend the Tape B Volume Tier to add an additional Tape B Volume Tier to provide two Tape B Volume Tiers. The Exchange proposes that the current Tape B Volume Tier be renamed Tape B Volume Tier 1. The Exchange proposes that the rebate and the required criteria for Tape B Volume Tier 1 remain substantively the same as the current Tape B Volume Tier. The Exchange also proposes a second Tape B Volume Tier named ``Tape B Volume Tier 2.'' The Exchange proposes to provide a rebate per share of $0.0030 pursuant to the Tier and proposes the required criteria to be that a Member adds an ADV of at least 0.15% of the TCV in Tape B securities. To accommodate this proposed change in its Fee Schedule, the Exchange proposes adding an additional row to the Tape B Volume Tier table to list the Tape B Volume Tier 2. The Exchange also proposes adding an additional column to separate Tape B Volume Tier 1 and Tape B Volume Tier 2. Finally, the Exchange proposes stating as a precursor that both Tape B Volume [[Page 29599]] Tiers are applicable to orders yielding fee codes B and 4 and removing the same statement from the current text describing Tape B Volume Tier 1. Implementation Date The Exchange proposes to implement this amendment to its Fee Schedule effective May 2, 2016. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the objectives of Section 6 of the Act,\9\ in general, and furthers the objectives of Section 6(b)(4),\10\ in particular, as it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its Members and other persons using its facilities. The Exchange also notes that it operates in a highly- competitive market in which market participants can readily direct order flow to competing venues if they deem fee levels at a particular venue to be excessive. The proposed rule changes reflect a competitive pricing structure designed to incent market participants to direct their order flow to the Exchange. The Exchange believes that the proposed amendments to the Tape B Volume Tier are equitable and non- discriminatory in they would apply uniformly to all Members. The Exchange believes the rate remains competitive with those charged by other venues and, therefore, reasonable and equitably allocated to Members. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78f. \10\ 15 U.S.C. 78f(b)(4). --------------------------------------------------------------------------- Volume-based rebates such as that proposed herein have been widely adopted by exchanges, including the Exchange, and are equitable because they are open to all Members on an equal basis and provide additional benefits or discounts that are reasonably related to: (i) The value to an exchange's market quality; (ii) associated higher levels of market activity, such as higher levels of liquidity provision and/or growth patterns; and (iii) introduction of higher volumes of orders into the price and volume discovery processes. The Exchange believes that the proposal is a reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and rebates because it will provide Members with an additional incentive to reach certain thresholds on the Exchange. In particular, the Exchange believes the addition of the proposed second, higher Tape B Volume Tier 2 is a reasonable means to encourage Members to increase the liquidity they provide on the Exchange. Further, Members will still be able to earn the currently offered rebate under Tape B Volume Tier 1. The addition of a second, higher tier merely incentivizes a Member to provide even greater liquidity. The Exchange further believes that the amendment to the Tape B Volume Tier represents an equitable allocation of reasonable dues, fees, and other charges because the thresholds necessary to achieve the tier continue to encourage Members to add displayed liquidity to the EDGX Book \11\ each month. The increased liquidity benefits all investors by deepening EDGX's liquidity pool, offering additional flexibility for all investors to enjoy cost savings, supporting the quality of price discovery, promoting market transparency and improving investor protection. --------------------------------------------------------------------------- \11\ The EDGX Book is the System's electronic file of orders. See Exchange Rule 1.5(d). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe its proposed amendment to its Fee Schedule would impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange does not believe that the proposed change represents a significant departure from previous pricing offered by the Exchange or pricing offered by the Exchange's competitors. Additionally, Members may opt to disfavor the Exchange's pricing if they believe that alternatives offer them better value. The Exchange does not believe that the proposed additional tier would burden competition, but instead, enhances competition, as it is intended to increase the competitiveness of and draw additional volume to the Exchange. The Exchange does not believe the amended tier would burden intramarket competition as it would apply to all Members uniformly. Accordingly, the Exchange does not believe that the proposed change will impair the ability of Members or competing venues to maintain their competitive standing in the financial markets. 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 unsolicited written comments from Members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act \12\ and paragraph (f) of Rule 19b-4 thereunder.\13\ 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. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78s(b)(3)(A). \13\ 17 CFR 240.19b-4(f). --------------------------------------------------------------------------- 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 [email protected]. Please include File Number SR-BatsEDGX-2016-13 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-BatsEDGX-2016-13. 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 [[Page 29600]] 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-BatsEDGX-2016-13, and should be submitted on or before June 2, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\14\ Robert W. Errett, Deputy Secretary. --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- [FR Doc. 2016-11155 Filed 5-11-16; 8:45 am] BILLING CODE 8011-01-P
![29598 Federal Register / Vol. 81, No. 92 / Thursday, May 12, 2016 / Notices
IV. Solicitation of Comments For the Commission, by the Division of II. Self-Regulatory Organization’s
Trading and Markets, pursuant to delegated Statement of the Purpose of, and
Interested persons are invited to authority.31 Statutory Basis for, the Proposed Rule
submit written data, views, and Robert W. Errett, Change
arguments concerning the foregoing, Deputy Secretary. In its filing with the Commission, the
including whether the proposed rule Exchange included statements
[FR Doc. 2016–11156 Filed 5–11–16; 8:45 am]
change is consistent with the Act. concerning the purpose of and basis for
BILLING CODE 8011–01–P
Comments may be submitted by any of the proposed rule change and discussed
the following methods: any comments it received on the
Electronic Comments SECURITIES AND EXCHANGE proposed rule change. The text of these
COMMISSION statements may be examined at the
• Use the Commission’s Internet places specified in Item IV below. The
comment form (http://www.sec.gov/ Exchange has prepared summaries, set
[Release No. 34–77780; File No. SR-
rules/sro.shtml); or forth in Sections A, B, and C below, of
BatsEDGX–2016–13]
the most significant parts of such
• Send an email to rule-comments@
Self-Regulatory Organizations; Bats statements.
sec.gov. Please include File Number SR–
NASDAQ–2016–064 on the subject line. EDGX Exchange, Inc.; Notice of Filing A. Self-Regulatory Organization’s
and Immediate Effectiveness of a Statement of the Purpose of, and the
Paper Comments Proposed Rule Change Related to Fees Statutory Basis for, the Proposed Rule
• Send paper comments in triplicate Change
May 6, 2016.
to Secretary, Securities and Exchange 1. Purpose
Commission, 100 F Street NE., Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the The Exchange determines the
Washington, DC 20549–1090. liquidity adding rebate that it will
‘‘Act’’),1 and Rule 19b–4 thereunder,2
All submissions should refer to File notice is hereby given that on April 29, provide to Members using the
Number SR–NASDAQ–2016–064. This Exchange’s tiered pricing structure.
2016, Bats EDGX Exchange, Inc. (the
file number should be included on the Currently, the Exchange provides a
‘‘Exchange’’ or ‘‘EDGX’’) filed with the
subject line if email is used. To help the $0.0027 per share rebate under footnote
Securities and Exchange Commission
2 of the Fee Schedule for a Member that
Commission process and review your (‘‘Commission’’) the proposed rule adds an ADV 6 of at least 0.02% of the
comments more efficiently, please use change as described in Items I, II and III TCV 7 in Tape B securities for orders
only one method. The Commission will below, which Items have been prepared that yield fee codes B and 4.8 The
post all comments on the Commission’s by the Exchange. The Exchange has Exchange currently has only one Tape B
Internet Web site (http://www.sec.gov/ designated the proposed rule change as Volume Tier.
rules/sro.shtml). Copies of the one establishing or changing a member The Exchange now proposes to amend
submission, all subsequent due, fee, or other charge imposed by the the Tape B Volume Tier to add an
amendments, all written statements Exchange under Section 19(b)(3)(A)(ii) additional Tape B Volume Tier to
with respect to the proposed rule of the Act 3 and Rule 19b–4(f)(2) provide two Tape B Volume Tiers. The
change that are filed with the thereunder,4 which renders the Exchange proposes that the current
Commission, and all written proposed rule change effective upon Tape B Volume Tier be renamed Tape
communications relating to the filing with the Commission. The B Volume Tier 1. The Exchange
proposed rule change between the Commission is publishing this notice to proposes that the rebate and the
Commission and any person, other than solicit comments on the proposed rule required criteria for Tape B Volume Tier
those that may be withheld from the change from interested persons. 1 remain substantively the same as the
public in accordance with the current Tape B Volume Tier. The
I. Self-Regulatory Organization’s Exchange also proposes a second Tape
provisions of 5 U.S.C. 552, will be Statement of the Terms of Substance of
available for Web site viewing and B Volume Tier named ‘‘Tape B Volume
the Proposed Rule Change Tier 2.’’ The Exchange proposes to
printing in the Commission’s Public
provide a rebate per share of $0.0030
Reference Room, 100 F Street NE., The Exchange filed a proposal to
pursuant to the Tier and proposes the
Washington, DC 20549, on official amend the fee schedule applicable to
required criteria to be that a Member
business days between the hours of Members 5 and non-members of the adds an ADV of at least 0.15% of the
10:00 a.m. and 3:00 p.m. Copies of such Exchange pursuant to EDGX Rules TCV in Tape B securities. To
filing will also be available for 15.1(a) and (c). accommodate this proposed change in
inspection and copying at the principal The text of the proposed rule change its Fee Schedule, the Exchange proposes
office of the Exchange. All comments is available at the Exchange’s Web site adding an additional row to the Tape B
received will be posted without change; at www.batstrading.com, at the Volume Tier table to list the Tape B
the Commission does not edit personal principal office of the Exchange, and at Volume Tier 2. The Exchange also
identifying information from the Commission’s Public Reference proposes adding an additional column
submissions. You should submit only Room. to separate Tape B Volume Tier 1 and
asabaliauskas on DSK3SPTVN1PROD with NOTICES
information that you wish to make Tape B Volume Tier 2. Finally, the
available publicly. All submissions 1 15 U.S.C. 78s(b)(1). Exchange proposes stating as a
should refer to File Number SR– 2 17 CFR 240.19b–4. precursor that both Tape B Volume
3 15 U.S.C. 78s(b)(3)(A)(ii).
NASDAQ–2016–064 and should be
4 17 CFR 240.19b–4(f)(2). 6 As defined on the Exchange’s Fee Schedule.
submitted on or before June 2, 2016. 5 The term ‘‘Member’’ is defined as ‘‘any 7 Id.
registered broker or dealer that has been admitted 8 See Securities Exchange Act Release No. 76816
to membership in the Exchange.’’ See Exchange (January 4, 2016, 81 FR 987 (January 8, 2016) (SR–
31 17 CFR 200.30–3(a)(12). Rule 1.5(n). EDGX–2015–67).
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![29600 Federal Register / Vol. 81, No. 92 / Thursday, May 12, 2016 / Notices
inspection and copying at the principal Register on March 22, 2016.4 No calendar days, before the anniversary of
office of the Exchange. All comments comment letters were received in the date that ICE mailed its Proxy
received will be posted without change; response to the proposals. This order Materials for the previous year’s annual
the Commission does not edit personal approves the proposed rule changes. meeting.9 In proposed Section 2.15, the
identifying information from Exchanges propose to set forth in the
II. Description of the Proposed Rule
submissions. You should submit only Changes Bylaws the specific information that
information that you wish to make would be needed to be included in the
available publicly. All submissions The Exchanges propose to amend and Nomination Notice. The following
should refer to File Number SR- restate the Bylaws to add a new Section information is required for the
BatsEDGX–2016–13, and should be 2.15 that would, subject to a number of Nomination Notice:
requirements, permit stockholders to
submitted on or before June 2, 2016. • A Schedule 14N 10 (or any
nominate director nominees for election
For the Commission, by the Division of successor form) relating to the
to the Board of Directors of ICE
Trading and Markets, pursuant to delegated nomination, completed and filed with
authority.14 (‘‘Board’’) and require ICE to include
the Commission; 11
such director nominations in its proxy
Robert W. Errett,
materials for the next annual meeting of • a written notice of the
Deputy Secretary. stockholders (‘‘Proxy Materials’’). The nomination 12 containing a statement in
[FR Doc. 2016–11155 Filed 5–11–16; 8:45 am] Exchanges further propose to amend support of the nominee’s election to the
BILLING CODE 8011–01–P certain advance notice provisions in Board, if desired, as well as the
Section 2.13 of the Bylaws to account following representations and
for the implementation of proxy access warranties by each nominating
SECURITIES AND EXCHANGE in proposed Section 2.15.5 stockholder:
COMMISSION Æ That the nominating stockholder
Proposed Section 2.15 of the Bylaws
did not acquire, and is not holding,
Release No. 34–77782; File Nos. SR–NYSE– Proposed Section 2.15 of the Bylaws securities of ICE for the purpose or with
2016–14; SR–NYSEArca–2016–25; SR– would enable an individual stockholder, the effect of influencing or changing
NYSEMKT–2016–20] or a group of up to 20 stockholders, to control of ICE;
nominate director nominees for the
Self-Regulatory Organizations; New Æ that the nominee’s candidacy or, if
Board and have them included in the
York Stock Exchange LLC; NYSE Arca, elected, membership on the Board
Proxy Materials, so long as such
Inc.; NYSE MKT LLC; Order Approving would not violate applicable state or
stockholder or stockholders have
Proposed Rule Change Amending and federal law or the rules of the principal
collectively owned at least three percent
Restating the Fifth Amended and national securities exchange on which
of ICE’s outstanding shares of common
Restated Bylaws of the Exchanges’ ICE’s securities are traded;
stock continuously for at least three
Ultimate Parent Company, years.6 No stockholder would be Æ that the nominee does not have any
Intercontinental Exchange, Inc., To permitted to participate in more than direct or indirect relationship with ICE
Implement Proxy Access one group, and any stockholder that will cause the nominee to be
appearing as a member of more than one deemed not independent under the
May 6, 2016. Board’s Independence Policy; 13
group would be counted as a member of
I. Introduction the group with the largest ownership Æ that the nominee qualifies as
position.7 Notwithstanding the independent under the rules of the
On March 2, 2016, each of the New
foregoing, a stockholder whose nominee principal national securities exchange
York Stock Exchange LLC (‘‘NYSE’’), is elected to the Board at an annual on which ICE’s common stock is traded
NYSE Arca, Inc. (‘‘NYSE Arca’’) and meeting under proposed Section 2.15 and meets that exchange’s audit
NYSE MKT LLC (‘‘NYSE MKT’’ and, would not be eligible to nominate
together with NYSE and NYSE Arca, another candidate for the next two 9 Id. at 2.15(d). If an annual meeting is not
‘‘Exchanges’’) filed with the Securities annual meetings.8 scheduled to be held within a period that
and Exchange Commission In order to nominate a director commences 30 days before and ends 30 days after
(‘‘Commission’’) pursuant to Section nominee to be included in the Proxy the anniversary date, the nominating stockholder
19(b)(1) of the Securities Exchange Act would be required to submit the Nomination Notice
Materials under proposed Section 2.15, by the later of the close of business 120 days prior
of 1934 (‘‘Act’’) 1 and Rule 19b–4 a stockholder would need to submit a to the date of such annual meeting or the tenth day
thereunder,2 a proposed rule change to notice (‘‘Nomination Notice’’) to the following the first public disclosure of the annual
amend and restate the Fifth Amended Secretary of ICE, no earlier than the meeting date. Id.
and Restated Bylaws (‘‘Bylaws’’) of the close of business 150 calendar days, and
10 17 CFR 240.14n–101.
11 Proposed Section 2.15(d)(i).
Exchanges’ ultimate parent company, no later than the close of business 120 12 Id. at 2.15(d)(ii). The written notice would need
Intercontinental Exchange, Inc.
to include certain information that is required for
(‘‘ICE’’),3 to implement proxy access. 4 See Securities Exchange Act Release Nos. 77384
the nomination of directors by Section 2.13(b) of the
The proposed rule changes were (Mar. 17, 2016), 81 FR 15371 (Mar. 22, 2016) (SR– Bylaws and details regarding any relationship in the
published for comment in the Federal NYSE–2016–14); 77385 (Mar. 17, 2016), 81 FR past three years that would have been described by
15378 (Mar. 22, 2016) (SR–NYSEArca–2016–25); Item 6(e) of Schedule 14N if that relationship had
and 77386 (Mar. 17, 2016), 81 FR 15366 (Mar. 22, existed on the date of submission of the Schedule
14 17 CFR 200.30–3(a)(12). 2016) (SR–NYSEMKT–2016–20) (collectively, 14N. Id. at 2.15(d)(ii)(A) and (B). In the case of a
asabaliauskas on DSK3SPTVN1PROD with NOTICES
1 15 U.S.C. 78s(b)(1). ‘‘Notices’’). nomination by a group, the notice would also need
2 17 CFR 240.19b–4. 5 See Notices, supra note 4, for a more detailed
to include the designation by all group members of
3 ICE owns 100% of the equity interest in description of the proposed amendments. one group member authorized to act on behalf of
6 Proposed Section 2.15(c)(i)–(iii). Shares may be all group members with respect to matters relating
Intercontinental Exchange Holdings, Inc., which in
turn owns 100% of the equity interest in NYSE counted as ‘‘owned’’ only where a stockholder to the nomination, including withdrawal of the
Holdings LLC. NYSE Holdings LLC owns 100% of possesses both the full voting and investment rights nomination. Id. at 2.15(d)(ii)(K).
the equity interest of NYSE Group, Inc., which pertaining to the shares, as well as the full 13 The Board’s current Independence Policy can
owns 100% of the equity interest of each of the economic interest in such shares. Id. at 2.15(c)(iv). be found at: http://ir.theice.com/∼/media/Files/I/
7 Id. at 2.15(c)(v).
Exchanges. ICE is a publicly traded company listed Ice-IR/documents/corporate-governance-
on the NYSE. 8 Id. at 2.15(c)(i). documents/board-independence-policy.pdf.
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Document Created: 2016-05-12 01:08:03
Document Modified: 2016-05-12 01:08:03
| 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 29598 |
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