81 FR 52503 - Self-Regulatory Organizations; Bats BYX 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)

Page Range		52503-52504
FR Document		2016-18699
Federal Register, Volume 81 Issue 152 (Monday, August 8, 2016)
[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)]
[Notices]
[Pages 52503-52504]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18699]



[[Page 52503]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78456; File No. SR-BatsBYX-2016-19]


Self-Regulatory Organizations; Bats BYX 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 25, 2016, Bats BYX Exchange, Inc. (the ``Exchange'' or 
``BYX'') 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.
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    \19\ 17 CFR 200.30-3(a)(12).
    \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 reflect the dissolution of one of 
the Exchange's intermediate holding companies, Direct Edge Holdings LLC 
(``DEH''), on December 31, 2015, by 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'').
    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, 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.
    The purpose of this rule filing is to amend the bylaws of the 
Corporation, the ultimate parent company of the Exchange, as described 
above.\5\ Thus, the changes described herein only relate to references 
contained in the bylaws of the Corporation, and do not impact the 
governance of the Exchange. The Exchange will continue to be governed 
by its existing certificate of incorporation and bylaws.
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    \5\ The Exchange notes that such change has already been filed 
by the Corporation in connection with its bylaws on-file with the 
Secretary of State of Delaware.
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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. These changes, however, do not impact the 
governance of the Exchange nor do they modify the ownership of the 
Corporation.
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    \6\ 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 reflect the dissolution of DEH and to remove an 
unnecessary reference in the Corporation's bylaws to BGMH. 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

    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 shorter time as designated by the 
Commission.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4.
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    At any time within 60 days of the filing of the proposed rule 
change, the

[[Page 52504]]

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 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-BatsBYX-2016-19 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-BatsBYX-2016-19. 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-BatsBYX-2016-19 and should 
be submitted on or before August 29, 2016.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18699 Filed 8-5-16; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices 52503

SECURITIES AND EXCHANGE concerning the purpose of and basis for and that are designed to prevent any
COMMISSION the proposed rule change and discussed stockholder from exercising undue
any comments it received on the control over the operation of the
[Release No. 34–78456; File No. SR–
proposed rule change. The text of these Exchange and to assure that the
BatsBYX–2016–19]
statements may be examined at the Exchange is able to carry out its
Self-Regulatory Organizations; Bats places specified in Item IV below. The regulatory obligations under the Act.
BYX Exchange, Inc.; Notice of Filing Exchange has prepared summaries, set Under the proposal, the Corporation is
and Immediate Effectiveness of a forth in Sections A, B, and C below, of making certain administrative changes
Proposed Rule Change To Reflect the the most significant parts of such to the bylaws of the Corporation. These
Dissolution of One of the Exchange’s statements. changes, however, do not impact the
Intermediate Holding Companies, (A) Self-Regulatory Organization’s governance of the Exchange nor do they
Direct Edge Holdings LLC Statement of the Purpose of, and modify the ownership of the
Statutory Basis for, the Proposed Rule Corporation.
August 2, 2016.
Change (B) Self-Regulatory Organization’s
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the 1. Purpose Statement on Burden on Competition
‘‘Act’’),1 and Rule 19b–4 thereunder,2 On December 17, 2015, DEH filed a The Exchange does not believe that
notice is hereby given that on July 25, certificate of cancellation with the State the proposed rule change imposes any
2016, Bats BYX Exchange, Inc. (the of Delaware, effective December 31, burden on competition. As described
‘‘Exchange’’ or ‘‘BYX’’) filed with the 2015. As a result, DEH was dissolved, above, the proposed rule change is
Securities and Exchange Commission its affairs wound up, and its certificate simply to reflect the dissolution of DEH
(‘‘Commission’’) the proposed rule of formation and operating agreement and to remove an unnecessary reference
change as described in Items I, II, and were cancelled, each effective December in the Corporation’s bylaws to BGMH.
III below, which Items have been 31, 2015. In connection with DEH’s These changes do not impact the
prepared by the Exchange. The dissolution, the Corporation proposes to governance of the Exchange nor do they
Exchange has designated this proposal amend its bylaws on-file with the modify the ownership of the
as a ‘‘non-controversial’’ proposed rule Commission to remove reference to DEH Corporation.
change pursuant to Section 19(b)(3)(A) because the entity no longer exists. The (C) Self-Regulatory Organization’s
of the Act 3 and Rule 19b–4(f)(6)(iii) Exchange also proposes to remove Statement on Comments on the
thereunder,4 which renders it effective reference to BGMH because inclusion of Proposed Rule Change Received From
upon filing with the Commission. The the reference to BGMH is unnecessary. Members, Participants or Others
Commission is publishing this notice to Specifically, the applicable provision
solicit comments on the proposed rule The Exchange has not solicited, and
relates to any entity in which the does not intend to solicit, comments on
change from interested persons. Corporation holds an interest and the this proposed rule change. The
I. Self-Regulatory Organization’s text the Exchange proposes to eliminate Exchange has not received any written
Statement of the Terms of Substance of is a parenthetical that was intended to comments from members or other
the Proposed Rule Change provide examples, not an exhaustive interested parties.
list, of such entities.
The Exchange filed a proposal to The purpose of this rule filing is to III. Date of Effectiveness of the
reflect the dissolution of one of the amend the bylaws of the Corporation, Proposed Rule Change and Timing for
Exchange’s intermediate holding the ultimate parent company of the Commission Action
companies, Direct Edge Holdings LLC Exchange, as described above.5 Thus,
(‘‘DEH’’), on December 31, 2015, by Because the foregoing proposed rule
the changes described herein only relate change does not: (A) significantly affect
amending the bylaws of the Exchange’s to references contained in the bylaws of
ultimate parent company, Bats Global the protection of investors or the public
the Corporation, and do not impact the interest; (B) impose any significant
Markets, Inc. (the ‘‘Corporation’’), to governance of the Exchange. The
remove reference to DEH, as well as Bats burden on competition; and (C) by its
Exchange will continue to be governed terms, become operative for 30 days
Global Markets Holdings, an by its existing certificate of
intermediate holding company wholly from the date on which it was filed or
incorporation and bylaws. such shorter time as the Commission
owned by the Corporation (‘‘BGMH’’).
The text of the proposed rule change 2. Statutory Basis may designate it has become effective
is available at the Exchange’s Web site pursuant to Section 19(b)(3)(A) of the
The Exchange believes that its
at www.batstrading.com, at the Act 7 and paragraph (f)(6) of Rule 19b–
proposal is consistent with the
principal office of the Exchange, and at 4 thereunder,8 the Exchange has
requirements of the Act and rules and
the Commission’s Public Reference designated this rule filing as non-
regulations thereunder that are
Room. controversial. The Exchange has given
applicable to a national securities
the Commission written notice of its
II. Self-Regulatory Organization’s exchange, and, in particular, with the
intent to file the proposed rule change,
Statement of the Purpose of, and requirements of Section 6(b) of the Act.6
along with a brief description and text
Statutory Basis for, the Proposed Rule In particular, the proposal is consistent
of the proposed rule change at least five
Change with Section 6(b)(1) of the Act, because
business days prior to the date of filing
it retains, without modification, the
mstockstill on DSK3G9T082PROD with NOTICES

In its filing with the Commission, the of the proposed rule change, or such
existing limitations on ownership and
Exchange included statements shorter time as designated by the
total voting power that currently exist
Commission.
19 17 CFR 200.30–3(a)(12). 5 The Exchange notes that such change has
At any time within 60 days of the
1 15 U.S.C. 78s(b)(1). already been filed by the Corporation in connection filing of the proposed rule change, the
2 17 CFR 240.19b–4.
with its bylaws on-file with the Secretary of State
3 15 U.S.C. 78s(b)(3)(A). of Delaware. 7 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6)(iii). 6 15 U.S.C. 78f(b). 8 17 CFR 240.19b–4.

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52504 Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices

Commission summarily may available publicly. All submissions The text of the proposed rule change
temporarily suspend such rule change if should refer to File Number SR– is available at the Exchange’s Web site
it appears to the Commission that such BatsBYX–2016–19 and should be at www.batstrading.com, at the
action is: (1) Necessary or appropriate in submitted on or before August 29, 2016. principal office of the Exchange, and at
the public interest; (2) for the protection For the Commission, by the Division of the Commission’s Public Reference
of investors; or (3) otherwise in Trading and Markets, pursuant to delegated Room.
furtherance of the purposes of the Act. authority.9
If the Commission takes such action, the II. Self-Regulatory Organization’s
Robert W. Errett,
Commission shall institute proceedings Statement of the Purpose of, and
Deputy Secretary.
to determine whether the proposed rule Statutory Basis for, the Proposed Rule
[FR Doc. 2016–18699 Filed 8–5–16; 8:45 am]
should be approved or disapproved. Change
BILLING CODE 8011–01–P
IV. Solicitation of Comments In its filing with the Commission, the
Interested persons are invited to Exchange included statements
SECURITIES AND EXCHANGE concerning the purpose of and basis for
submit written data, views, and
COMMISSION the proposed rule change and discussed
arguments concerning the foregoing,
including whether the proposed rule [Release No. 34–78455; File No. SR– any comments it received on the
change is consistent with the Act. BatsBZX–2016–43] proposed rule change. The text of these
Comments may be submitted by any of statements may be examined at the
the following methods: Self-Regulatory Organizations; Bats places specified in Item IV below. The
BZX Exchange, Inc.; Notice of Filing Exchange has prepared summaries, set
Electronic Comments and Immediate Effectiveness of a forth in Sections A, B, and C below, of
• Use the Commission’s Internet Proposed Rule Change To Reflect the the most significant parts of such
comment form (http://www.sec.gov/ Dissolution of One of the Exchange’s statements.
rules/sro.shtml); or Intermediate Holding Companies,
• Send an email to rule-comments@ Direct Edge Holdings LLC (A) Self-Regulatory Organization’s
sec.gov. Please include File Number SR– Statement of the Purpose of, and
August 2, 2016. Statutory Basis for, the Proposed Rule
BatsBYX–2016–19 on the subject line.
Pursuant to Section 19(b)(1) of the Change
Paper Comments Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2 1. Purpose
• Send paper comments in triplicate
to Secretary, Securities and Exchange notice is hereby given that on July 25,
On December 17, 2015, DEH filed a
Commission, 100 F Street NE., 2016, Bats BZX Exchange, Inc. (the
certificate of cancellation with the State
Washington, DC 20549–1090. ‘‘Exchange’’ or ‘‘BZX’’) filed with the
of Delaware, effective December 31,
All submissions should refer to File Securities and Exchange Commission
2015. As a result, DEH was dissolved,
Number SR–BatsBYX–2016–19. This (‘‘Commission’’) the proposed rule
its affairs wound up, and its certificate
file number should be included on the change as described in Items I, II, and
of formation and operating agreement
subject line if email is used. To help the III below, which Items have been
were cancelled, each effective December
Commission process and review your prepared by the Exchange. The
31, 2015. In connection with DEH’s
comments more efficiently, please use Exchange has designated this proposal
dissolution, the Corporation proposes to
only one method. The Commission will as a ‘‘non-controversial’’ proposed rule
amend its bylaws on-file with the
post all comments on the Commission’s change pursuant to Section 19(b)(3)(A)
Commission to remove reference to DEH
Internet Web site (http://www.sec.gov/ of the Act 3 and Rule 19b–4(f)(6)(iii)
because the entity no longer exists. The
rules/sro.shtml). Copies of the thereunder,4 which renders it effective
Exchange also proposes to remove
submission, all subsequent upon filing with the Commission. The
reference to BGMH because inclusion of
amendments, all written statements Commission is publishing this notice to
the reference to BGMH is unnecessary.
with respect to the proposed rule solicit comments on the proposed rule
Specifically, the applicable provision
change that are filed with the change from interested persons.
relates to any entity in which the
Commission, and all written I. Self-Regulatory Organization’s Corporation holds an interest and the
communications relating to the Statement of the Terms of Substance of text the Exchange proposes to eliminate
proposed rule change between the the Proposed Rule Change is a parenthetical that was intended to
Commission and any person, other than provide examples, not an exhaustive
The Exchange filed a proposal to
those that may be withheld from the list, of such entities.
reflect the dissolution of one of the
public in accordance with the
Exchange’s intermediate holding The purpose of this rule filing is to
provisions of 5 U.S.C. 552, will be
companies, Direct Edge Holdings LLC amend the bylaws of the Corporation,
available for Web site viewing and
(‘‘DEH’’), on December 31, 2015, by the ultimate parent company of the
printing in the Commission’s Public
amending the bylaws of the Exchange’s Exchange, as described above.5 Thus,
Reference Room, 100 F Street NE.,
ultimate parent company, Bats Global the changes described herein only relate
Washington, DC 20549, on official
Markets, Inc. (the ‘‘Corporation’’), to to references contained in the bylaws of
business days between the hours of
remove reference to DEH, as well as Bats the Corporation, and do not impact the
10:00 a.m. and 3:00 p.m. Copies of such
Global Markets Holdings, an governance of the Exchange. The
filing will also be available for
mstockstill on DSK3G9T082PROD with NOTICES

intermediate holding company wholly Exchange will continue to be governed
inspection and copying at the principal
owned by the Corporation (‘‘BGMH’’). by its existing certificate of
office of the Exchange. All comments
incorporation and bylaws.
received will be posted without change; 9 17 CFR 200.30–3(a)(12).
the Commission does not edit personal 1 15 U.S.C. 78s(b)(1). 5 The Exchange notes that such change has
identifying information from 2 17 CFR 240.19b–4.
already been filed by the Corporation in connection
submissions. You should submit only 3 15 U.S.C. 78s(b)(3)(A).
with its bylaws on-file with the Secretary of State
information that you wish to make 4 17 CFR 240.19b–4(f)(6)(iii). of Delaware.

VerDate Sep<11>2014 22:23 Aug 05, 2016 Jkt 238001 PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 E:\FR\FM\08AUN1.SGM 08AUN1
Document Created: 2016-08-06 03:08:37
Document Modified: 2016-08-06 03:08:37
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 52503