81 FR 52496 - Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect the Dissolution of One of the Exchange's Intermediate Holding Companies, Direct Edge Holdings LLC
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 152 (August 8, 2016)
Federal Register Volume 81, Issue 152 (August 8, 2016)
| Page Range | 52496-52498 | |
| FR Document | 2016-18701 |
[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)] [Notices] [Pages 52496-52498] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-18701] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78460; File No. SR-BatsEDGX-2016-36] Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect the Dissolution of One of the Exchange's Intermediate Holding Companies, Direct Edge Holdings LLC August 2, 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 July 26, 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 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. --------------------------------------------------------------------------- \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). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to reflect the dissolution of one of the Exchange's intermediate holding companies, Direct Edge Holdings LLC (``DEH''), on December 31, 2015, by: (i) Amending the bylaws of the Exchange's ultimate parent company, Bats Global Markets, Inc. (the ``Corporation''), to remove reference to DEH, as well as Bats Global Markets Holdings, an intermediate holding company wholly owned by the Corporation (``BGMH''), (ii) amending the bylaws of the Exchange to remove reference to DEH, (iii) deleting the DEH certificate of formation and operating agreement from the Exchange's rules, and (iv) amending the operating agreement of the Exchange's sole stockholder, Direct Edge LLC (``DE LLC''), to reflect that DE LLC's sole member is the Corporation rather than DEH and to make other related changes. 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 Statutory Basis for, the Proposed Rule Change 1. Purpose On December 17, 2015, DEH filed a certificate of cancellation with the State of Delaware, effective December 31, [[Page 52497]] 2015. As a result, DEH was dissolved, its affairs wound up, and its certificate of formation and operating agreement were cancelled, each effective December 31, 2015. In connection with DEH's dissolution, the Corporation proposes to amend its bylaws on-file with the Commission to remove reference to DEH because the entity no longer exists. The Exchange also proposes to remove reference to BGMH because inclusion of the reference to BGMH is unnecessary. Specifically, the applicable provision relates to any entity in which the Corporation holds an interest and the text the Exchange proposes to eliminate is a parenthetical that was intended to provide examples, not an exhaustive list, of such entities. Similarly, the Exchange intends to amend its bylaws to remove reference to DEH. Specifically, the Exchange proposes to remove references to DEH contained in Article XI, Section 2 of the bylaws, which prohibits members of the boards of affiliated entities from attending meetings related to the self-regulatory function of the Exchange. Because DEH has been dissolved, the Exchange also proposes to delete the DEH certificate of formation and operating agreement from the Exchange's rules. Though the DEH certificate of formation did not have any information pertinent to the Exchange, the Exchange notes that the DEH operating agreement did contain certain provisions applicable to the Exchange's status as a self-regulatory organization. For example, Article X, Section 1 provided that DEH would not interfere with the Exchange's responsibilities under the Act and Article X, Section 2 provided that DEH would cooperate with the Exchange in furtherance of such responsibilities. These provisions and the others in the operating agreement of DEH related to the Exchange were designed to impose restrictions upon DEH for so long as DEH indirectly owned the Exchange or were intended to require cooperation by DEH to ensure that the Exchange could meet its regulatory obligations. Thus, while the dissolution of DEH and the proposed elimination of the operating agreement does remove some provisions applicable to the Exchange, there is no impact on the Exchange. The Exchange notes that each one of these provisions is duplicative of a provision included in the operating agreement of DE LLC. Also, the Exchange notes that the primary limitations upon the interference with the independence of the Exchange related to either ownership or governance are contained either in the organizational documents of Exchange or the Corporation, and not the organizational documents of any intermediate holding company. Finally, DE LLC intends to amend and restate its operating agreement to reflect that DE LLC's sole member is the Corporation rather than DEH and include the contact information of the member. In connection with these changes, the Exchange also proposes to reflect the following changes to the operating agreement of DE LLC: (i) general language to reflect the amendment and restatement of the operating agreement; and (ii) restructuring of certain language related to DE LLC's formation. None of the proposed changed described above requires a filing with the State of Delaware. The purpose of this rule filing is to amend the bylaws of the Corporation, the ultimate parent company of the Exchange, to amend the bylaws of the Exchange, and to amend and restate the operating agreement of DE LLC, the sole stockholder of the Exchange, each as described in this proposal.\5\ The purpose of the rule filing is also to remove reference to the DEH certificate of formation and operating agreement, as neither document is still operative. Thus, the changes described herein only relate to references contained in the bylaws of the Corporation and the Exchange as well as the operating agreement of DE LLC, and do not impact the governance of the Exchange. The Exchange will continue to be governed by its existing certificate of incorporation and bylaws, as amended by this proposal. The stock in, and voting power of, the Exchange will continue to be directly and solely held by DE LLC, and the governance of the Exchange will continue under its existing structure. --------------------------------------------------------------------------- \5\ The Exchange notes that such changes have already been filed in connection with corporate documents on-file with the Secretary of State of Delaware. --------------------------------------------------------------------------- 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.\6\ 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 changes to the bylaws of the Corporation, the bylaws of the Exchange and the operating agreement of DE LLC. These changes, however, do not impact the governance of the Exchange nor do they modify the ownership of the Corporation. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). --------------------------------------------------------------------------- (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 reflect the dissolution of DEH, including the deletion of the certificate of formation and operating agreement of DEH and all references to DEH in the governance documents of the Corporation, the Exchange, and DE LLC. The Exchange has also proposed to remove an unnecessary reference in the Corporation's bylaws to BGMH. The changes described in the proposal 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 Because the foregoing proposed rule change does not: (A) Significantly affect the protection of investors or the public interest; (B) impose any significant burden on competition; and (C) by its terms, 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) of the Act \7\ and paragraph (f)(6) of Rule 19b-4 thereunder,\8\ the Exchange has designated this rule filing as non-controversial. The Exchange has given the Commission written notice of its 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 [[Page 52498]] shorter time as designated by the Commission. --------------------------------------------------------------------------- \7\ 15 U.S.C. 78s(b)(3)(A). \8\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- 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: (1) Necessary or appropriate in the public interest; (2) for the protection of investors; or (3) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-BatsEDGX-2016-36 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-2016-36. 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 will also 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-BatsEDGX-2016-36 and should be submitted on or before August 29, 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. 2016-18701 Filed 8-5-16; 8:45 am] BILLING CODE 8011-01-P
![52496 Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
protection of investors and the public submission, all subsequent change pursuant to Section 19(b)(3)(A)
interest. amendments, all written statements of the Act 3 and Rule 19b–4(f)(6)(iii)
The Exchange has asked the with respect to the proposed rule thereunder,4 which renders it effective
Commission to waive the 30-day change that are filed with the upon filing with the Commission. The
operative delay. The Exchange asserts Commission, and all written Commission is publishing this notice to
that waiver of the operative delay will communications relating to the solicit comments on the proposed rule
allow the Exchange to extend the proposed rule change between the change from interested persons.
Program prior to its expiration on July Commission and any person, other than
28, 2016, which will ensure that the I. Self-Regulatory Organization’s
those that may be withheld from the
Program continues to operate Statement of the Terms of Substance of
public in accordance with the
uninterrupted while the Exchange and the Proposed Rule Change
provisions of 5 U.S.C. 552, will be
the Commission continue to analyze available for Web site viewing and The Exchange filed a proposal to
data regarding the Program. The printing in the Commission’s Public reflect the dissolution of one of the
Commission believes that waiving the Reference Room, 100 F Street NE., Exchange’s intermediate holding
30-day operative delay is consistent Washington, DC 20549, on official companies, Direct Edge Holdings LLC
with the protection of investors and the business days between the hours of (‘‘DEH’’), on December 31, 2015, by: (i)
public interest. Therefore, the 10:00 a.m. and 3:00 p.m. Copies of such Amending the bylaws of the Exchange’s
Commission hereby waives the 30-day filing also will be available for ultimate parent company, Bats Global
operative delay and designates the inspection and copying at the principal Markets, Inc. (the ‘‘Corporation’’), to
proposed rule change to be operative office of the Exchange. All comments remove reference to DEH, as well as Bats
upon filing with the Commission.20 received will be posted without change; Global Markets Holdings, an
At any time within 60 days of the the Commission does not edit personal intermediate holding company wholly
filing of the proposed rule change, the identifying information from owned by the Corporation (‘‘BGMH’’),
Commission summarily may submissions. You should submit only (ii) amending the bylaws of the
temporarily suspend such rule change if information that you wish to make Exchange to remove reference to DEH,
it appears to the Commission that such available publicly. All submissions (iii) deleting the DEH certificate of
action is necessary or appropriate in the should refer to File No. SR–BatsBZX– formation and operating agreement from
public interest, for the protection of 2016–46 and should be submitted on or the Exchange’s rules, and (iv) amending
investors, or otherwise in furtherance of before August 29, 2016. the operating agreement of the
the purposes of the Act. Exchange’s sole stockholder, Direct
For the Commission, by the Division of
Trading and Markets, pursuant to delegated Edge LLC (‘‘DE LLC’’), to reflect that DE
IV. Solicitation of Comments LLC’s sole member is the Corporation
authority.21
Interested persons are invited to Robert W. Errett, rather than DEH and to make other
submit written data, views and related changes.
Deputy Secretary.
arguments concerning the foregoing, The text of the proposed rule change
[FR Doc. 2016–18697 Filed 8–5–16; 8:45 am]
including whether the proposal is is available at the Exchange’s Web site
BILLING CODE 8011–01–P at www.batstrading.com, at the
consistent with the Act. Comments may
be submitted by any of the following principal office of the Exchange, and at
methods: the Commission’s Public Reference
SECURITIES AND EXCHANGE
Room.
Electronic Comments COMMISSION
• Use the Commission’s Internet II. Self-Regulatory Organization’s
[Release No. 34–78460; File No. SR–
comment form (http://www.sec.gov/ BatsEDGX–2016–36] Statement of the Purpose of, and
rules/sro.shtml); or Statutory Basis for, the Proposed Rule
• Send an email to rule- Self-Regulatory Organizations; Bats Change
comments@sec.gov. Please include File EDGX Exchange, Inc.; Notice of Filing In its filing with the Commission, the
No. SR–BatsBZX–2016–46 on the and Immediate Effectiveness of a Exchange included statements
subject line. Proposed Rule Change To Reflect the concerning the purpose of and basis for
Dissolution of One of the Exchange’s the proposed rule change and discussed
Paper Comments Intermediate Holding Companies, any comments it received on the
• Send paper comments in triplicate Direct Edge Holdings LLC proposed rule change. The text of these
to Secretary, Securities and Exchange statements may be examined at the
August 2, 2016.
Commission, 100 F Street NE., places specified in Item IV below. The
Washington, DC 20549–1090. Pursuant to Section 19(b)(1) of the
Exchange has prepared summaries, set
Securities Exchange Act of 1934 (the
All submissions should refer to File No. forth in Sections A, B, and C below, of
‘‘Act’’),1 and Rule 19b–4 thereunder,2
SR–BatsBZX–2016–46. This file number the most significant parts of such
notice is hereby given that on July 26,
should be included on the subject line statements.
2016, Bats EDGX Exchange, Inc. (the
if email is used. To help the ‘‘Exchange’’ or ‘‘EDGX’’) filed with the (A) Self-Regulatory Organization’s
Commission process and review your Securities and Exchange Commission Statement of the Purpose of, and
comments more efficiently, please use (‘‘Commission’’) the proposed rule Statutory Basis for, the Proposed Rule
only one method. The Commission will change as described in Items I, II, and Change
post all comments on the Commission’s
mstockstill on DSK3G9T082PROD with NOTICES
III below, which Items have been
Internet Web site (http://www.sec.gov/ prepared by the Exchange. The 1. Purpose
rules/sro.shtml). Copies of the Exchange has designated this proposal On December 17, 2015, DEH filed a
as a ‘‘non-controversial’’ proposed rule certificate of cancellation with the State
20 For purposes only of waiving the operative
delay for this proposal, the Commission has
of Delaware, effective December 31,
21 17 CFR 200.30–3(a)(12).
considered the proposed rule’s impact on
1 15 U.S.C. 78s(b)(1). 3 15 U.S.C. 78s(b)(3)(A).
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f). 2 17 CFR 240.19b–4. 4 17 CFR 240.19b–4(f)(6)(iii).
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![52498 Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
shorter time as designated by the the Commission does not edit personal II. Self-Regulatory Organization’s
Commission. identifying information from Statement of the Purpose of, and
At any time within 60 days of the submissions. You should submit only Statutory Basis for, the Proposed Rule
filing of the proposed rule change, the information that you wish to make Change
Commission summarily may available publicly. All submissions
temporarily suspend such rule change if should refer to File Number SR– In its filing with the Commission, the
it appears to the Commission that such BatsEDGX–2016–36 and should be Exchange included statements
action is: (1) Necessary or appropriate in submitted on or before August 29, 2016. concerning the purpose of and basis for
the public interest; (2) for the protection the proposed rule change and discussed
For the Commission, by the Division of
of investors; or (3) otherwise in any comments it received on the
Trading and Markets, pursuant to delegated
furtherance of the purposes of the Act. proposed rule change. The text of these
authority.9
If the Commission takes such action, the statements may be examined at the
Commission shall institute proceedings Robert W. Errett, places specified in Item IV below. The
to determine whether the proposed rule Deputy Secretary. Exchange has prepared summaries, set
should be approved or disapproved. [FR Doc. 2016–18701 Filed 8–5–16; 8:45 am] forth in sections A, B, and C below, of
IV. Solicitation of Comments BILLING CODE 8011–01–P the most significant aspects of such
statements.
Interested persons are invited to
submit written data, views, and SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
arguments concerning the foregoing, COMMISSION Statement of the Purpose of, and
including whether the proposed rule Statutory Basis for, the Proposed Rule
change is consistent with the Act. Change
[Release No. 34–78461; File No. SR–C2–
Comments may be submitted by any of
2016–015] 1. Purpose
the following methods:
Electronic Comments Self-Regulatory Organizations; C2 The Exchange proposes to adopt a
Options Exchange, Incorporated; principles-based approach to prohibit
• Use the Commission’s Internet the misuse of material, nonpublic
comment form (http://www.sec.gov/ Notice of Filing and Immediate
Effectiveness of a Proposed Rule information by Market-Makers and
rules/sro.shtml); or DPMs by deleting Rule 8.9 and Rule
• Send an email to rule-comments@ Change Relating to Adopting a
Principles-Based Approach To Prohibit 8.21. In so doing, the Exchange would
sec.gov. Please include File Number SR–
the Misuse of Material Nonpublic harmonize its rules related to the
BatsEDGX–2016–36 on the subject line.
Information by Market-Makers and preventing the misuse of material,
Paper Comments Designated Primary Market-Makers nonpublic information for every Trading
• Send paper comments in triplicate (‘‘DPMs’’) Permit Holder (‘‘TPH’’). The Exchange
to Secretary, Securities and Exchange believes that Rule 8.9 and Rule 8.21 are
August 2, 2016. no longer necessary because all TPHs,
Commission, 100 F Street NE.,
Washington, DC 20549–1090. Pursuant to Section 19(b)(1) of the including Market-Makers and DPMs, are
All submissions should refer to File Securities Exchange Act of 1934 (the subject to the Exchange’s general
Number SR–BatsEDGX–2016–36. This ‘‘Act’’),1 and Rule 19b–4 thereunder,2 principles-based requirements
file number should be included on the notice is hereby given that on July 28, governing the protection against misuse
subject line if email is used. To help the 2016, C2 Options Exchange, of material, nonpublic information,
Commission process and review your Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) pursuant to Chapter 4 and incorporated
comments more efficiently, please use filed with the Securities and Exchange therin [sic] CBOE Rule 4.18 3
only one method. The Commission will Commission (the ‘‘Commission’’) the (Prevention of the Misuse of Material,
post all comments on the Commission’s proposed rule change as described in Nonpublic Information), which obviates
Internet Web site (http://www.sec.gov/ Items I and II below, which Items have the need for separately prescribed
rules/sro.shtml). Copies of the been prepared by the Exchange. The requirements for a subset of market
submission, all subsequent Commission is publishing this notice to participants on the Exchange.
amendments, all written statements solicit comments on the proposed rule
change from interested persons. Background
with respect to the proposed rule
change that are filed with the I. Self-Regulatory Organization’s Pursuant to Rule 8.1, TPHs registered
Commission, and all written Statement of the Terms of Substance of as Market-Makers have certain rights
communications relating to the the Proposed Rule Change and bear certain responsibilities beyond
proposed rule change between the those of other TPHs. All Market-Makers
Commission and any person, other than The Exchange proposes to delete are subject to the requirements of Rule
those that may be withheld from the Rules 8.9 and 8.21 related to 8.5, which sets forth the obligations of
public in accordance with the information barriers. The text of the Market-Makers, including providing
provisions of 5 U.S.C. 552, will be proposed rule change is available on the continuous electronic quotes.
available for Web site viewing and Exchange’s Web site (http:// Rule 8.17 outlines the obligations of
printing in the Commission’s Public www.cboe.com/AboutCBOE/ DPMs, which must fulfill a number of
Reference Room, 100 F Street NE.,
mstockstill on DSK3G9T082PROD with NOTICES
CBOELegalRegulatoryHome.aspx), at increased obligations in addition to the
Washington, DC 20549, on official the Exchange’s Office of the Secretary, Market-Maker obligations of Rule 8.5,
business days between the hours of and at the Commission’s Public including providing continuous
10:00 a.m. and 3:00 p.m. Copies of such Reference Room.
filing will also be available for 3 Chapter 4 of the CBOE rulebook has been
inspection and copying at the principal 9 17 CFR 200.30–3(a)(12). incorporated into Chapter 4 of the C2 Rules. CBOE
office of the Exchange. All comments 1 15 U.S.C. 78s(b)(1).
Rule 4.18, as incorporated in the C2 Rules, will
received will be posted without change; 2 17 CFR 240.19b–4. hereafter be referenced as ‘‘Rule 4.18.’’
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Document Created: 2016-08-06 03:08:23
Document Modified: 2016-08-06 03:08:23
| 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 52496 |
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