81 FR 59672 - Self-Regulatory Organizations; NASDAQ BX, Inc.; The Nasdaq Stock Market LLC; NASDAQ PHLX LLC; Notice of Filing of Amendments No. 1 and Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments No. 1, To Adopt Limit Order Protections
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 168 (August 30, 2016)
Federal Register Volume 81, Issue 168 (August 30, 2016)
| Page Range | 59672-59674 | |
| FR Document | 2016-20736 |
[Federal Register Volume 81, Number 168 (Tuesday, August 30, 2016)] [Notices] [Pages 59672-59674] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-20736] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78667; File Nos. SR-BX-2016-037; SR-NASDAQ-2016-067; SR-Phlx-2016-58) Self-Regulatory Organizations; NASDAQ BX, Inc.; The Nasdaq Stock Market LLC; NASDAQ PHLX LLC; Notice of Filing of Amendments No. 1 and Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments No. 1, To Adopt Limit Order Protections August 24, 2016. I. Introduction On June 24, 2016, NASDAQ BX, Inc. (``BX''), The Nasdaq Stock Market LLC (``Nasdaq''), and NASDAQ PHLX LLC (``Phlx,'' and together with BX and Nasdaq, ``Exchanges'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ proposed rule changes to adopt Limit Order Protections (``LOP''). The proposed rule changes were published for comment in the Federal Register on July 13, 2016.\3\ On July 28, 2016, each of the Exchanges filed an Amendment No. 1 to its proposed rule change (collectively ``Amendments No. 1'').\4\ The Commission received no comment letters on the proposals. The Commission is publishing this notice to solicit comments on the Exchanges' proposals, as modified by Amendments No. 1, from interested persons and is approving the Exchanges' proposals, as modified by Amendments No. 1, on an accelerated basis. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ See Securities Exchange Act Release Nos. 78244 (July 7, 2016), 81 FR 45320 (``BX Notice''); 78246 (July 7, 2016), 81 FR 45332 (``Nasdaq Notice''); and 78245 (July 7, 2016), 81 FR 45337 (``Phlx Notice''). \4\ Each of the Exchanges specified in its Amendment No. 1 that LOP would not apply if there is no established LOP Reference Price, or if the National Best Bid, when used as the LOP Reference Price, is equal to or less than $0.50. In addition, in its Amendment No. 1, Nasdaq clarified that it reserves the ability to temporarily disable LOP for certain securities in the event of extraordinary market conditions and explained the process for temporarily disabling LOP. Nasdaq also clarified that LOP would not be operational for orders designated for the re-opening cross, and further explained the existing protections for the Nasdaq opening, re-opening, and closing crosses and initial public offerings. Amendment No. 1 to the BX filing is available at https://www.sec.gov/comments/sr-bx-2016-037/bx2016037-1.pdf. Amendment No. 1 to the Nasdaq filing is available at https://www.sec.gov/comments/sr-nasdaq-2016-067/nasdaq2016067-1.pdf (``Nasdaq Amendment No. 1''). Amendment No. 1 to the Phlx filing is available at https://www.sec.gov/comments/sr-phlx-2016-58/phlx201658-1.pdf. --------------------------------------------------------------------------- II. Description of the Proposed Rule Changes, as Modified by Amendments No. 1 Each of the Exchanges proposes to adopt LOP, which is a new mandatory feature designed to prevent certain Limit Orders at prices outside of pre-set standard limits (``LOP Limit'') from being accepted by the System.\5\ --------------------------------------------------------------------------- \5\ See proposed BX Rule 4757(d); proposed Nasdaq Rule 4757(c); and proposed NASDAQ OMX PSX (``PSX'') Rule 3307(f). --------------------------------------------------------------------------- As proposed, LOP would apply to all Quotes and Orders, including any modified Orders,\6\ but would not apply to Market Orders, Market Maker Peg Orders, and Intermarket Sweep Orders (``ISOs'').\7\ According to the Exchanges, Market Maker Peg Orders are designed to assist Market Makers with meeting their quoting obligations, and Market Makers have more sophisticated infrastructures than other market participants and are able to manage their risk, particularly with respect to quoting, using tools that may not be available to other market participants.\8\ Moreover, according to the Exchanges, the ISO designation on an order presumes that the market participant has satisfied its obligation to route to all protected quotes with a price that is superior to the limit price of the ISO.\9\ --------------------------------------------------------------------------- \6\ The Exchanges state that if an order is modified, LOP would review the order anew and, if LOP is triggered, the modification would not take effect and the original order would be rejected. See BX Notice, supra note 3, at n.5; Nasdaq Notice, supra note 3, at n.4; and Phlx Notice, supra note 3, at n.4. \7\ See proposed BX Rule 4757(d)(i); proposed Nasdaq Rule 4757(c)(i); and proposed PSX Rule 3307(f)(i). \8\ See BX Notice, supra note 3, at 45321; Nasdaq Notice, supra note 3, at 45333; and Phlx Notice, supra note 3, at 45338. \9\ See BX Notice, supra note 3, at 45321; Nasdaq Notice, supra note 3, at 45333; and Phlx Notice, supra note 3, at 45338. See also BX Rule 4703(j); Nasdaq Rule 4703(j); and PSX Rule 3301B(j) (discussing ISOs). --------------------------------------------------------------------------- As proposed, LOP would be operational each trading day but would not be operational during trading halts and pauses.\10\ On Nasdaq, LOP also would not be operational for orders designated for the opening, re-opening, and closing crosses and initial public offerings.\11\ According to Nasdaq, the opening, re-opening, closing, and initial public offering processes already have their own price protections, and these processes involve certain price discovery features that are important in arriving at the best price.\12\ --------------------------------------------------------------------------- \10\ See proposed BX Rule 4757(d)(i); proposed Nasdaq Rule 4757(c)(i); and proposed PSX Rule 3307(f)(i). \11\ See proposed Nasdaq Rule 4757(c)(i) and Nasdaq Amendment No. 1, supra note 4. \12\ See Nasdaq Amendment No. 1, supra note 4. --------------------------------------------------------------------------- As proposed, LOP would reject incoming Limit Orders that exceed the LOP Reference Threshold.\13\ The LOP Reference Threshold for buy orders would be the LOP Reference Price (i.e., the current National Best Offer) plus the applicable LOP Limit and the LOP Reference Threshold for sell orders would be the LOP Reference Price (i.e., the current National Best Bid) minus the applicable LOP Limit.\14\ The LOP Limit would be the greater of 10% of the LOP Reference Price or $0.50 for all securities across all trading sessions.\15\ LOP would not apply if there is no established LOP Reference Price (e.g., there is a one-sided quote), or if the National Best Bid, when used as the [[Page 59673]] LOP Reference Price, is equal to or less than $0.50.\16\ --------------------------------------------------------------------------- \13\ Specifically, a buy Limit Order would be rejected if the price of the Limit Order is greater than the LOP Reference Threshold and a sell Limit Order would be rejected if the price of the Limit Order is less than the LOP Reference Threshold. See proposed BX Rule 4757(d)(v); proposed Nasdaq Rule 4757(c)(v); and proposed PSX Rule 3307(f)(v). \14\ See proposed BX Rule 4757(d)(iii)-(iv); proposed Nasdaq Rule 4757(c)(iii)-(iv); and proposed PSX Rule 3307(f)(iii)-(iv). \15\ See proposed BX Rule 4757(d)(ii); proposed Nasdaq Rule 4757(c)(ii); and proposed PSX Rule 3307(f)(ii). \16\ See proposed BX Rule 4757(d)(i); proposed Nasdaq Rule 4757(c)(i); and proposed PSX Rule 3307(f)(i). See also Amendments No. 1, supra note 4. --------------------------------------------------------------------------- LOP would be applicable on all protocols available on each of the Exchanges.\17\ While each of the Exchanges intends to apply LOP system- wide, each reserves the ability to temporarily disable LOP for certain securities in the event of extraordinary market conditions in a certain symbol.\18\ --------------------------------------------------------------------------- \17\ See BX Notice, supra note 3, at 45321; Nasdaq Notice, supra note 3, at 45333; and Phlx Notice, supra note 3, at 45338. \18\ Each of the Exchanges states that if LOP is temporarily disabled for a particular symbol, it would immediately notify market participants by sending an Equities Trader Alert. It would re-enable LOP as soon as is reasonably practicable and send an updated alert to notify participants that LOP was enabled. See BX Notice, supra note 3, at 45321; Nasdaq Amendment No. 1, supra note 4; and Phlx Notice, supra note 3, at 45338. --------------------------------------------------------------------------- Each of the Exchanges proposes to implement LOP within ninety days of the approval of its proposal and will issue an Equities Trader Alert in advance to inform market participants of the implementation date.\19\ --------------------------------------------------------------------------- \19\ See BX Notice, supra note 3, at 45321; Nasdaq Notice, supra note 3, at 45333; and Phlx Notice, supra note 3, at 45338. For a more detailed description of the proposed rule changes, see BX Notice, Nasdaq Notice, and Phlx Notice, supra note 3 and Amendments No. 1, supra note 4. See also proposed BX Rule 4757(d); proposed Nasdaq Rule 4757(c); and proposed PSX Rule 3307(f). --------------------------------------------------------------------------- III. Discussion and Commission Findings The Commission finds that the proposed rule changes, as modified by Amendments No. 1, are consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange.\20\ Specifically, the Commission finds that the proposals are consistent with Section 6(b)(5) of the Act,\21\ which requires, among other things, that the rules of a national securities exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. --------------------------------------------------------------------------- \20\ In approving these proposed rule changes, the Commission has considered the proposed rules' impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \21\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Commission believes that the LOP mechanism will help the Exchanges to identify and reject mispriced Limit Orders, which will help prevent the execution of Limit Orders at unintended and potentially erroneous prices. The Commission also believes that the LOP mechanism will be specifically tailored to address the Limit Orders are not already subject to price protection mechanisms or other risk mitigation mechanisms.\22\ --------------------------------------------------------------------------- \22\ For example, as noted above, Market Makers on the Exchanges have tools to manage their risks with respect to quoting, and Nasdaq's opening, re-opening, closing, and initial public offering processes already have their own price protections. See supra notes 8 and 12 and accompanying text. --------------------------------------------------------------------------- For the foregoing reasons, the Commission finds that the proposed rule changes, as modified by Amendments No. 1, are consistent with Section 6(b)(5) of the Act \23\ and the rules and regulations thereunder applicable to national securities exchanges. --------------------------------------------------------------------------- \23\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- IV. Solicitation of Comments on Amendments No. 1 Interested persons are invited to submit written data, views, and arguments concerning whether Amendments No. 1 are 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 Numbers SR-BX-2016-037, SR-NASDAQ-2016-067, and SR-Phlx-2016-58 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 Numbers SR-BX-2016-037, SR-NASDAQ- 2016-067, and SR-Phlx-2016-58. These file numbers 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 submissions, all subsequent amendments, all written statements with respect to the proposed rule changes that are filed with the Commission, and all written communications relating to the proposed rule changes 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 filings also will be available for inspection and copying at the principal offices of the Exchanges. 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 Numbers SR-BX-2016-037, SR-NASDAQ-2016-067, and SR-Phlx-2016-58 and should be submitted on or before September 20, 2016. V. Accelerated Approval of Proposed Rule Changes, as Modified by Amendments No. 1 The Commission finds good cause to approve the proposed rule changes, as modified by Amendments No. 1, prior to the thirtieth day after the date of publication of Amendments No. 1 in the Federal Register. As described above,\24\ the amendments provided more clarity to the proposals by stating that LOP would not apply if the National Best Bid, when used as the LOP Reference Price, is equal to or less than $0.50.\25\ In addition, Nasdaq specified that its LOP would not be operational for orders designated for the re-opening cross,\26\ and provided additional information regarding the existing protections for the Nasdaq opening, re-opening, and closing crosses and initial public offerings. Finally, Nasdaq clarified that, same as BX and Phlx, it would have the ability to temporarily disable LOP under certain circumstances.\27\ The Commission believes that the amendments provided additional specificity and clarity, and provided consistency between the three proposals. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Act,\28\ to approve the [[Page 59674]] proposed rule changes, as modified by Amendments No. 1, on an accelerated basis. --------------------------------------------------------------------------- \24\ See supra note 4. \25\ The Commission notes that, in the original filings, each of the Exchanges stated that LOP would not apply ``if the LOP Reference Price is less than the greater of 10% or $0.50.'' See BX Notice, supra note 3, at n.8; Nasdaq Notice, supra note 3, at n.8; and Phlx Notice, supra note 3, at n.7. \26\ The Commission notes that Nasdaq's original filing stated that LOP is not operational during trading halts or pauses. See proposed Nasdaq Rule 4757(c)(i). \27\ BX's and Phlx's ability to temporarily disable LOP and their processes for temporarily disabling LOP were described in their original filings. See BX Notice, supra note 3, at 45321 and Phlx Notice, supra note 3, at 45338. \28\ 15 U.S.C. 78s(b)(2). --------------------------------------------------------------------------- VI. Conclusion IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Act,\29\ that the proposed rule changes (SR-BX-2016-037; SR-NASDAQ- 2016-067; SR-Phlx-2016-58), as modified by Amendments No. 1, be, and hereby are, approved on an accelerated basis. --------------------------------------------------------------------------- \29\ 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\30\ --------------------------------------------------------------------------- \30\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-20736 Filed 8-29-16; 8:45 am] BILLING CODE 8011-01-P
![59672 Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices
meets the eligibility criteria for the adopt Limit Order Protections (‘‘LOP’’). infrastructures than other market
categorical exclusion set forth in 10 CFR The proposed rule changes were participants and are able to manage
51.22(c)(25). Therefore, in accordance published for comment in the Federal their risk, particularly with respect to
with 10 CFR 51.22(b), no environmental Register on July 13, 2016.3 On July 28, quoting, using tools that may not be
impact statement or environmental 2016, each of the Exchanges filed an available to other market participants.8
assessment need be prepared in Amendment No. 1 to its proposed rule Moreover, according to the Exchanges,
connection with the NRC’s issuance of change (collectively ‘‘Amendments No. the ISO designation on an order
this exemption. 1’’).4 The Commission received no presumes that the market participant
comment letters on the proposals. The has satisfied its obligation to route to all
IV. Conclusions
Commission is publishing this notice to protected quotes with a price that is
The NRC has determined that, solicit comments on the Exchanges’
pursuant to 10 CFR 50.12, the superior to the limit price of the ISO.9
proposals, as modified by Amendments
exemption is authorized by law, will not No. 1, from interested persons and is As proposed, LOP would be
present an undue risk to the public approving the Exchanges’ proposals, as operational each trading day but would
health and safety, and is consistent with modified by Amendments No. 1, on an not be operational during trading halts
the common defense and security. Also, accelerated basis. and pauses.10 On Nasdaq, LOP also
special circumstances pursuant to 10 would not be operational for orders
CFR 50.12(a)(2)(ii) are present. II. Description of the Proposed Rule designated for the opening, re-opening,
Therefore, the NRC hereby grants Changes, as Modified by Amendments
and closing crosses and initial public
Exelon an exemption from the No. 1
offerings.11 According to Nasdaq, the
requirements of 10 CFR 50.71(e)(4) to Each of the Exchanges proposes to opening, re-opening, closing, and initial
allow Exelon to file its periodic updates adopt LOP, which is a new mandatory public offering processes already have
to the CCNPP UFSAR within 6 months feature designed to prevent certain their own price protections, and these
following the completion of each Limit Orders at prices outside of pre-set processes involve certain price
CCNPP Unit 2 refueling outage, not to standard limits (‘‘LOP Limit’’) from discovery features that are important in
exceed 24 months from the last being accepted by the System.5 arriving at the best price.12
submittal. As proposed, LOP would apply to all
Quotes and Orders, including any As proposed, LOP would reject
Dated at Rockville, Maryland, this 22nd
modified Orders,6 but would not apply incoming Limit Orders that exceed the
Day of August 2016.
to Market Orders, Market Maker Peg LOP Reference Threshold.13 The LOP
For the Nuclear Regulatory Commission.
Orders, and Intermarket Sweep Orders Reference Threshold for buy orders
Anne T. Boland,
(‘‘ISOs’’).7 According to the Exchanges, would be the LOP Reference Price (i.e.,
Director, Division of Operating Reactor the current National Best Offer) plus the
Licensing, Office of Nuclear Reactor
Market Maker Peg Orders are designed
Regulation. to assist Market Makers with meeting applicable LOP Limit and the LOP
their quoting obligations, and Market Reference Threshold for sell orders
[FR Doc. 2016–20804 Filed 8–29–16; 8:45 am]
Makers have more sophisticated would be the LOP Reference Price (i.e.,
BILLING CODE 7590–01–P
the current National Best Bid) minus the
3 See Securities Exchange Act Release Nos. 78244
applicable LOP Limit.14 The LOP Limit
(July 7, 2016), 81 FR 45320 (‘‘BX Notice’’); 78246 would be the greater of 10% of the LOP
SECURITIES AND EXCHANGE (July 7, 2016), 81 FR 45332 (‘‘Nasdaq Notice’’); and
78245 (July 7, 2016), 81 FR 45337 (‘‘Phlx Notice’’). Reference Price or $0.50 for all
COMMISSION
4 Each of the Exchanges specified in its securities across all trading sessions.15
[Release No. 34–78667; File Nos. SR–BX– Amendment No. 1 that LOP would not apply if LOP would not apply if there is no
2016–037; SR–NASDAQ–2016–067; SR– there is no established LOP Reference Price, or if established LOP Reference Price (e.g.,
Phlx–2016–58) the National Best Bid, when used as the LOP
Reference Price, is equal to or less than $0.50. In there is a one-sided quote), or if the
Self-Regulatory Organizations; addition, in its Amendment No. 1, Nasdaq clarified National Best Bid, when used as the
that it reserves the ability to temporarily disable
NASDAQ BX, Inc.; The Nasdaq Stock LOP for certain securities in the event of 8 See BX Notice, supra note 3, at 45321; Nasdaq
Market LLC; NASDAQ PHLX LLC; extraordinary market conditions and explained the
Notice, supra note 3, at 45333; and Phlx Notice,
Notice of Filing of Amendments No. 1 process for temporarily disabling LOP. Nasdaq also
supra note 3, at 45338.
and Order Granting Accelerated clarified that LOP would not be operational for 9 See BX Notice, supra note 3, at 45321; Nasdaq
orders designated for the re-opening cross, and
Approval of Proposed Rule Changes, further explained the existing protections for the Notice, supra note 3, at 45333; and Phlx Notice,
as Modified by Amendments No. 1, To Nasdaq opening, re-opening, and closing crosses supra note 3, at 45338. See also BX Rule 4703(j);
Nasdaq Rule 4703(j); and PSX Rule 3301B(j)
Adopt Limit Order Protections and initial public offerings. Amendment No. 1 to
(discussing ISOs).
the BX filing is available at https://www.sec.gov/
10 See proposed BX Rule 4757(d)(i); proposed
August 24, 2016. comments/sr-bx-2016-037/bx2016037-1.pdf.
Amendment No. 1 to the Nasdaq filing is available Nasdaq Rule 4757(c)(i); and proposed PSX Rule
I. Introduction at https://www.sec.gov/comments/sr-nasdaq-2016- 3307(f)(i).
11 See proposed Nasdaq Rule 4757(c)(i) and
067/nasdaq2016067-1.pdf (‘‘Nasdaq Amendment
On June 24, 2016, NASDAQ BX, Inc. No. 1’’). Amendment No. 1 to the Phlx filing is Nasdaq Amendment No. 1, supra note 4.
(‘‘BX’’), The Nasdaq Stock Market LLC available at https://www.sec.gov/comments/sr-phlx- 12 See Nasdaq Amendment No. 1, supra note 4.
(‘‘Nasdaq’’), and NASDAQ PHLX LLC 2016-58/phlx201658-1.pdf. 13 Specifically, a buy Limit Order would be
5 See proposed BX Rule 4757(d); proposed rejected if the price of the Limit Order is greater
(‘‘Phlx,’’ and together with BX and
Nasdaq Rule 4757(c); and proposed NASDAQ OMX than the LOP Reference Threshold and a sell Limit
Nasdaq, ‘‘Exchanges’’) filed with the PSX (‘‘PSX’’) Rule 3307(f). Order would be rejected if the price of the Limit
mstockstill on DSK3G9T082PROD with NOTICES
Securities and Exchange Commission 6 The Exchanges state that if an order is modified, Order is less than the LOP Reference Threshold. See
(‘‘Commission’’), pursuant to Section LOP would review the order anew and, if LOP is proposed BX Rule 4757(d)(v); proposed Nasdaq
19(b)(1) of the Securities Exchange Act triggered, the modification would not take effect Rule 4757(c)(v); and proposed PSX Rule 3307(f)(v).
of 1934 (‘‘Act’’) 1 and Rule 19b–4 and the original order would be rejected. See BX 14 See proposed BX Rule 4757(d)(iii)–(iv);
Notice, supra note 3, at n.5; Nasdaq Notice, supra proposed Nasdaq Rule 4757(c)(iii)–(iv); and
thereunder,2 proposed rule changes to note 3, at n.4; and Phlx Notice, supra note 3, at n.4. proposed PSX Rule 3307(f)(iii)–(iv).
7 See proposed BX Rule 4757(d)(i); proposed 15 See proposed BX Rule 4757(d)(ii); proposed
1 15 U.S.C. 78s(b)(1). Nasdaq Rule 4757(c)(i); and proposed PSX Rule Nasdaq Rule 4757(c)(ii); and proposed PSX Rule
2 17 CFR 240.19b–4. 3307(f)(i). 3307(f)(ii).
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![59674 Federal Register / Vol. 81, No. 168 / Tuesday, August 30, 2016 / Notices
proposed rule changes, as modified by SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
Amendments No. 1, on an accelerated COMMISSION Statement of the Purpose of, and the
basis. Statutory Basis for, the Proposed Rule
[Release No. 34–78662; File No. SR– Change
VI. Conclusion
NYSEArca–2016–119]
1. Purpose
IT IS THEREFORE ORDERED,
Self-Regulatory Organizations; NYSE The proposed amendments would
pursuant to Section 19(b)(2) of the
Arca, Inc.; Notice of Filing of Proposed revise the ICE Certificate 4 to increase
Act,29 that the proposed rule changes
Rule Change Amending and Restating the total number of authorized shares of
(SR–BX–2016–037; SR–NASDAQ–
the Second Amended and Restated ICE common stock, par value $0.01 per
2016–067; SR–Phlx–2016–58), as
Certificate of Incorporation of the share (‘‘Common Stock’’), and make
modified by Amendments No. 1, be, and
Exchange’s Ultimate Parent Company, other, non-substantive changes. More
hereby are, approved on an accelerated
Intercontinental Exchange, Inc. specifically, the Exchange proposes to
basis.
make the following amendments to the
For the Commission, by the Division of August 24, 2016. ICE Certificate:
Trading and Markets, pursuant to delegated Pursuant to section 19(b)(1) 1 of the • In Article IV, section A, the total
authority.30 Securities Exchange Act of 1934 (the number of shares of stock that ICE is
Robert W. Errett, ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 authorized to issue would be changed
Deputy Secretary. notice is hereby given that, on August from 600,000,000 to 1,600,000,000
[FR Doc. 2016–20736 Filed 8–29–16; 8:45 am] 17, 2016, NYSE Arca, Inc. (the shares, and the portion of that total
BILLING CODE 8011–01–P
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with constituting Common Stock would be
the Securities and Exchange changed from 500,000,000 to
Commission (the ‘‘Commission’’) the 1,500,000,000 shares.
SECURITIES AND EXCHANGE proposed rule change as described in • In Article V, section A.5, the
COMMISSION Items I and II below, which Items have reference to ‘‘this Section A of ARTICLE
been prepared by the self-regulatory VI’’ would be corrected to refer to ‘‘this
organization. The Commission is Section A of ARTICLE V’’.
[File No. 500–1] • References to the ‘‘Second
publishing this notice to solicit
In the Matter of MarilynJean Interactive comments on the proposed rule change Amended and Restated Certificate of
Inc.; Order of Suspension of Trading from interested persons. Incorporation’’ would be changed
throughout to refer to the ‘‘Third
August 26, 2016 I. Self-Regulatory Organization’s Amended and Restated Certificate of
Statement of the Terms of Substance of Incorporation’’, and related technical
It appears to the Securities and the Proposed Rule Change and conforming changes would be made
Exchange Commission that there is a
The Exchange proposes to amend and to the recitals and signature page of the
lack of current and accurate information
restate the Second Amended and ICE Certificate.
concerning the securities of MarilynJean The proposed amendments to the ICE
Interactive Inc. (CIK 0001504464) Restated Certificate of Incorporation (the
‘‘ICE Certificate’’) of the Exchange’s Certificate were approved by the board
because of concerns about recent, of directors of ICE (‘‘ICE Board’’) on
unusual and unexplained market ultimate parent company,
Intercontinental Exchange, Inc. (‘‘ICE’’), August 1, 2016. The Exchange proposes
activity in the company’s common that the above amendments to the ICE
stock. MarilynJean Interactive Inc. is a to increase ICE’s authorized share
capital, and to make other, non- Certificate would be effective when filed
Nevada corporation with its principal with the Department of State of
place of business located in Henderson, substantive changes. The proposed rule
change is available on the Exchange’s Delaware, which would not occur until
Nevada. Its stock is quoted on OTC Link approval of the amendments by the
(previously ‘‘Pink Sheets’’), operated by Web site at www.nyse.com, at the
principal office of the Exchange, and at stockholders of ICE is obtained at a
OTC Markets Group Inc., under the Special Meeting of Stockholders on
ticker: MJMI. the Commission’s Public Reference
Room. October 12, 2016.
The Commission is of the opinion that The trading price of ICE’s Common
the public interest and the protection of II. Self-Regulatory Organization’s Stock has risen significantly since ICE’s
investors require a suspension of trading Statement of the Purpose of, and initial public offering in 2005,5 and the
in the securities of the above-listed Statutory Basis for, the Proposed Rule ICE Board believes that such price
company. Change
4 ICE owns 100% of the equity interest in
Therefore, It Is Ordered, pursuant to In its filing with the Commission, the Intercontinental Exchange Holdings, Inc., which in
Section 12(k) of the Securities Exchange self-regulatory organization included turn owns 100% of the equity interest in NYSE
Act of 1934, that trading in the statements concerning the purpose of, Holdings LLC. NYSE Holdings LLC owns 100% of
and basis for, the proposed rule change the equity interest of NYSE Group, Inc., which in
securities of the above-listed company is turn directly owns 100% of the equity interest of
suspended for the period from 9:30 a.m. and discussed any comments it received the Exchange and its affiliates New York Stock
EDT on August 26, 2016, through 11:59 on the proposed rule change. The text Exchange LLC and NYSE MKT LLC. ICE is a
p.m. EDT on September 9, 2016. of those statements may be examined at publicly traded company listed on the Exchange’s
the places specified in Item IV below. affiliate New York Stock Exchange LLC. The
By the Commission. Exchange’s affiliates, New York Stock Exchange
mstockstill on DSK3G9T082PROD with NOTICES
The Exchange has prepared summaries, LLC and NYSE MKT LLC, have each submitted
Lynn M. Powalski,
set forth in sections A, B, and C below, substantially the same proposed rule change to
Deputy Secretary. of the most significant parts of such propose the changes described herein. See SR–
[FR Doc. 2016–20924 Filed 8–26–16; 4:15 pm] statements. NYSE–2016–57 and SR–NYSEMKT–2016–80.
5 The closing price of ICE’s Common Stock on
BILLING CODE 8011–01–P
July 29, 2016, the trading date prior to the ICE
1 15 U.S.C. 78s(b)(1). Board vote to approve the proposal, was $264.20.
29 15 U.S.C. 78s(b)(2). 2 15 U.S.C. 78a. The price of ICE’s Common Stock at its initial
30 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4. public offering on November 16, 2005, was $26.00.
VerDate Sep<11>2014 20:04 Aug 29, 2016 Jkt 238001 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 E:\FR\FM\30AUN1.SGM 30AUN1](https://thefederalregister.org/doc/81_FR_59840/page/3.svg)
Document Created: 2018-02-09 11:42:18
Document Modified: 2018-02-09 11:42:18
| 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 59672 |
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