81 FR 80132 - Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change in Connection With a Proposed Corporate Transaction Involving CBOE Holdings, Inc. and Bats Global Markets, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 220 (November 15, 2016)
Federal Register Volume 81, Issue 220 (November 15, 2016)
| Page Range | 80132-80134 | |
| FR Document | 2016-27372 |
[Federal Register Volume 81, Number 220 (Tuesday, November 15, 2016)] [Notices] [Pages 80132-80134] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-27372] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-79267; File No. SR-C2-2016-022] Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change in Connection With a Proposed Corporate Transaction Involving CBOE Holdings, Inc. and Bats Global Markets, Inc. November 8, 2016. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on November 4, 2016, C2 Options Exchange, Incorporated (the ``Exchange'' or ``C2'') 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 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. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange submits this rule filing in connection with a proposed corporate transaction (the ``Transaction'') involving its ultimate parent company, CBOE Holdings, Inc. (``CBOE Holdings''), two wholly owned subsidiaries of CBOE Holdings, CBOE Corporation and CBOE V, LLC (``CBOE V''), and Bats Global Markets, Inc. (``BGM''). BGM is the ultimate parent company of Bats BZX Exchange, Inc. (``Bats BZX''), Bats BYX Exchange, Inc. (``Bats BYX''), Bats EDGX Exchange, Inc. (``Bats EDGX''), and Bats EDGA Exchange, Inc. (``Bats EDGA'' and, together with Bats BZX, Bats BYX, and Bats EDGX, the ``Bats Exchanges''). Upon completion of the Transaction (the ``Closing''), CBOE Holdings will become the ultimate parent of the Bats Exchanges. On September 25, 2016, CBOE Holdings, CBOE Corporation, CBOE V, and BGM entered into an Agreement and Plan of Merger, as it may be amended from time to time (the ``Merger Agreement''). In connection with the Transaction, the Exchange seeks the Commission's approval of a provision in the Merger Agreement regarding the composition of the CBOE Holdings Board of Directors (``CBOE Holdings Board'') upon the Closing. There are no [[Page 80133]] proposed changes to Exchange rules or governing documents of CBOE Holdings or the Exchange. 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 aspects 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 submits this filing for Commission approval of a provision in the Merger Agreement regarding the composition of the CBOE Holdings Board upon Closing. Other than as described herein, the Exchange will continue to conduct its regulated activities (including operating and regulating its market and Trading Permit Holders) in essentially the same manner it conducts them today, and will not make any changes to its regulated activities in connection with the Transaction. The Exchange is not proposing any amendments to its trading and regulatory rules or organizational and governance documents at this time. If the Exchange determines to make any such changes, it will submit rule filings to the Commission proposing such changes to the extent required by the Act and the rules and regulations thereunder. Current Corporate Structures Each of C2 and Chicago Board Options Exchange, Incorporated (``CBOE'' and, together with the Exchange, the ``CBOE Exchanges'') is a Delaware corporation that is a national securities exchange registered with the Commission pursuant to Section 6(a) of the Act.\3\ Each CBOE Exchange is a direct, wholly owned subsidiary of CBOE Holdings, a publicly traded Delaware corporation. CBOE V is a Delaware limited liability company and direct, wholly owned subsidiary of CBOE Holdings, which currently has no material assets and conducts no operations. --------------------------------------------------------------------------- \3\ 15 U.S.C. 78f(a). --------------------------------------------------------------------------- Each Bats Exchange is a Delaware corporation that is a national securities exchange registered with the Commission pursuant to Section 6(a) of the Act.\4\ BGM is a publicly traded Delaware corporation and the ultimate parent of the Bats Exchanges. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78f(a). --------------------------------------------------------------------------- The Transaction Pursuant to and subject to the terms of the Merger Agreement, at the Closing, among other things, each share of BGM common stock (whether voting or non-voting) issued and outstanding (other than shares owned by CBOE Holdings, BGM or any of their respective subsidiaries, and certain shares held by BGM stockholders that are entitled to and properly demand appraisal rights) will be converted into the right to receive a particular number of shares of CBOE Holdings common stock, an amount of cash, or a combination of both, at the election of the holder of such share of BGM common stock. BGM will ultimately merge with and into CBOE Holdings' wholly owned subsidiary CBOE V, at which time the separate existence of BGM will cease and CBOE V will be the surviving company. Post-Closing Corporate Structure As a result of the Transaction, CBOE Holdings will be the ultimate parent of the Bats Exchanges, each of which will continue to operate separately. CBOE Holdings will continue to be a publicly owned company and the ultimate parent of the CBOE Exchanges, each of which will continue to operate separately. Post-Closing CBOE Holdings Board In connection with the Transaction, CBOE Holdings agreed in the Merger Agreement to take all requisite actions so, as of the Closing, the CBOE Holdings Board will include three individuals designated by BGM who (1) are serving as BGM directors immediately prior to the Closing and (2) comply with the policies (including clarifications of the policies provided to BGM) of the Nominating and Governance Committee of the CBOE Holdings Board as in effect on the date of the Merger Agreement and previously provided to BGM (each of whom will be appointed to the CBOE Holdings Board as of the Closing). The CBOE Holdings Board currently consists of 14 directors.\5\ The Exchange expects three current CBOE Holdings directors to resign effective prior to the Closing and the remaining CBOE Holdings directors to fill the vacancies created by those resignations with the three BGM directors designated by BGM.\6\ --------------------------------------------------------------------------- \5\ Pursuant to the Second Amended and Restated Certificate of Incorporation of CBOE Holdings (``CBOE Holdings Certificate'') and the Third Amended and Restated Bylaws of CBOE Holdings (``CBOE Holdings Bylaws''), the CBOE Holdings Board will consist of no less than 11 and no more than 23 directors, the exact number to be fixed by the CBOE Holdings Board from time to time pursuant to resolution adopted by the Board. See CBOE Holdings Certificate Article Seventh (b) and CBOE Holdings Bylaws Section 3.2. \6\ See Sections 3.4 and 3.5 of the CBOE Holdings Bylaws. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.\7\ Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \8\ requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, 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. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \9\ requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \7\ 15 U.S.C. 78f(b). \8\ 15 U.S.C. 78f(b)(5). \9\ Id. --------------------------------------------------------------------------- The proposed rule change is consistent with CBOE Holdings' organizational and governing documents previously filed with the Commission.\10\ The Exchange will continue to have the authority and ability to effectively fulfill its self-regulatory duties pursuant to the Act and the rules promulgated thereunder. CBOE Holdings' governing documents will not change at the Closing and, therefore, will continue to include various provisions intended to protect and maintain the integrity of the self-regulatory functions of the Exchange. Additionally, the Commission will [[Page 80134]] continue to have regulatory authority over the Exchange, as is currently the case, as well as jurisdiction over CBOE Holdings with respect to activities related to the Exchange.\11\ --------------------------------------------------------------------------- \10\ See, e.g., Securities Exchange Act Release Nos. 34-76282 (October 27, 2015), 80 FR 67464 (November 2, 2015) (SR-CBOE-2015- 092); and 34-76281 (October 27, 2015), 80 FR 67461 (November 2, 2015) (SR-C2-2015-022) (notices of filing and immediate effectiveness of recent proposed rule changes to amend the CBOE Holdings Certificate and Bylaws); see also supra notes 5 and 6. \11\ See, e.g., CBOE Holdings Certificate Article Fourteenth. --------------------------------------------------------------------------- The Exchange is proposing no changes to its existing operational and trading structure in connection with the Transaction. Upon Closing, the Exchange will operate in essentially the same manner as it operates today. Therefore, the Exchange believes it will continue to satisfy the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change relates to the corporate governance of CBOE Holdings--specifically a change in composition of the CBOE Holdings Board in connection with a corporate transaction--and not the operations of the Exchange. This is not a competitive filing and, therefore, imposes no burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: A. By order approve or disapprove such proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be 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-C2-2016-022 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-C2-2016-022. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from ubmissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-C2-2016-022, and should be submitted on or before December 6, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2016-27372 Filed 11-14-16; 8:45 am] BILLING CODE 8011-01-P
![80132 Federal Register / Vol. 81, No. 220 / Tuesday, November 15, 2016 / Notices
Finally, the Exchange represents that • Send an email to rule-comments@ SECURITIES AND EXCHANGE
it has an adequate surveillance program sec.gov. Please include File Number SR– COMMISSION
in place to detect manipulative trading BOX–2016–50 on the subject line.
[Release No. 34–79267; File No. SR–C2–
in RealDay Options. The Exchange 2016–022]
believes that by initially limiting Paper Comments
RealDay Options to only SPY, it will • Send paper comments in triplicate Self-Regulatory Organizations; C2
reduce the chances of manipulation due to Secretary, Securities and Exchange Options Exchange, Incorporated;
to the robust market and liquidity in Notice of Filing of a Proposed Rule
Commission, 100 F Street, NE.,
SPY. The Exchange also represents that Change in Connection With a
Washington, DC 20549–1090.
it has the necessary systems capacity to Proposed Corporate Transaction
support the new options series; and as All submissions should refer to File Involving CBOE Holdings, Inc. and
stated in the filing, the Exchange has Number SR–BOX-2016–50. This file Bats Global Markets, Inc.
rules in place designed to protect public number should be included on the
customer trading. November 8, 2016.
subject line if email is used. To help the
Pursuant to Section 19(b)(1) of the
B. Self-Regulatory Organization’s Commission process and review your
Securities Exchange Act of 1934
Statement on Burden on Competition comments more efficiently, please use
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
only one method. The Commission will notice is hereby given that on November
The Exchange does not believe that
post all comments on the Commission’s 4, 2016, C2 Options Exchange,
the proposed rule change will impose
Internet Web site (http://www.sec.gov/ Incorporated (the ‘‘Exchange’’ or ‘‘C2’’)
any burden on competition not
rules/sro.shtml). Copies of the filed with the Securities and Exchange
necessary or appropriate in furtherance
of the purposes of the Act. The submission, all subsequent Commission (‘‘Commission’’) the
Exchange notes that the proposed rule amendments, all written statements proposed rule change as described in
change will facilitate the listing and with respect to the proposed rule Items I, II, and III below, which Items
trading of a novel option product that change that are filed with the have been prepared by the Exchange.
will enhance competition among market Commission, and all written The Commission is publishing this
participants, to the benefit of investors communications relating to the notice to solicit comments on the
and the marketplace. proposed rule change between the proposed rule change from interested
Commission and any person, other than persons.
C. Self-Regulatory Organization’s those that may be withheld from the
Statement on Comments on the I. Self-Regulatory Organization’s
public in accordance with the Statement of the Terms of Substance of
Proposed Rule Change Received From
provisions of 5 U.S.C. 552, will be the Proposed Rule Change
Members, Participants, or Others
available for Web site viewing and
The Exchange has neither solicited The Exchange submits this rule filing
printing in the Commission’s Public
nor received comments on the proposed in connection with a proposed corporate
Reference Room, 100 F Street NE.,
rule change. transaction (the ‘‘Transaction’’)
Washington, DC 20549 on official involving its ultimate parent company,
III. Date of Effectiveness of the business days between the hours of CBOE Holdings, Inc. (‘‘CBOE
Proposed Rule Change and Timing for 10:00 a.m. and 3:00 p.m. Copies of the Holdings’’), two wholly owned
Commission Action filing also will be available for subsidiaries of CBOE Holdings, CBOE
Within 45 days of the date of inspection and copying at the principal Corporation and CBOE V, LLC (‘‘CBOE
publication of this notice in the Federal office of the Exchange. All comments V’’), and Bats Global Markets, Inc.
Register or within such longer period (i) received will be posted without change; (‘‘BGM’’). BGM is the ultimate parent
as the Commission may designate up to the Commission does not edit personal company of Bats BZX Exchange, Inc.
90 days of such date if it finds such identifying information from (‘‘Bats BZX’’), Bats BYX Exchange, Inc.
longer period to be appropriate and submissions. You should submit only (‘‘Bats BYX’’), Bats EDGX Exchange, Inc.
publishes its reasons for so finding or information that you wish to make (‘‘Bats EDGX’’), and Bats EDGA
(ii) as to which the self-regulatory available publicly. All submissions Exchange, Inc. (‘‘Bats EDGA’’ and,
organization consents, the Commission should refer to File Number SR–BOX– together with Bats BZX, Bats BYX, and
will: 2016–50 and should be submitted on or Bats EDGX, the ‘‘Bats Exchanges’’).
(A) by order approve or disapprove before December 6, 2016. Upon completion of the Transaction
the proposed rule change, or (the ‘‘Closing’’), CBOE Holdings will
For the Commission, by the Division of
(B) institute proceedings to determine become the ultimate parent of the Bats
Trading and Markets, pursuant to delegated
whether the proposed rule change Exchanges.
authority.43
should be disapproved. On September 25, 2016, CBOE
Brent J. Fields, Holdings, CBOE Corporation, CBOE V,
IV. Solicitation of Comments Secretary. and BGM entered into an Agreement
Interested persons are invited to [FR Doc. 2016–27363 Filed 11–14–16; 8:45 am] and Plan of Merger, as it may be
submit written data, views, and BILLING CODE 8011–01–P amended from time to time (the ‘‘Merger
arguments concerning the foregoing, Agreement’’). In connection with the
including whether the proposed rule Transaction, the Exchange seeks the
mstockstill on DSK3G9T082PROD with NOTICES
change is consistent with the Act. Commission’s approval of a provision in
Comments may be submitted by any of the Merger Agreement regarding the
the following methods: composition of the CBOE Holdings
Board of Directors (‘‘CBOE Holdings
Electronic Comments
Board’’) upon the Closing. There are no
• Use the Commission’s Internet
comment form (http://www.sec.gov/ 1 15 U.S.C. 78s(b)(1).
rules/sro.shtml); or 43 17 CFR 200.30–3(a)(12). 2 17 CFR 240.19b–4.
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![80134 Federal Register / Vol. 81, No. 220 / Tuesday, November 15, 2016 / Notices
continue to have regulatory authority Electronic Comments SECURITIES AND EXCHANGE
over the Exchange, as is currently the COMMISSION
case, as well as jurisdiction over CBOE • Use the Commission’s Internet
Holdings with respect to activities comment form (http://www.sec.gov/ [Release No. 34–79261; File No. SR–Phlx–
related to the Exchange.11 rules/sro.shtml); or 2016–110]
The Exchange is proposing no • Send an email to rule- Self-Regulatory Organizations;
changes to its existing operational and comments@sec.gov. Please include File NASDAQ PHLX LLC; Notice of Filing
trading structure in connection with the Number SR–C2–2016–022 on the and Immediate Effectiveness of
Transaction. Upon Closing, the subject line.
Exchange will operate in essentially the Proposed Rule Change To Amend
same manner as it operates today. Paper Comments Commentary .14 to Rule 3317
Therefore, the Exchange believes it will (Compliance With Regulation NMS
continue to satisfy the requirements of • Send paper comments in triplicate Plan To Implement a Tick Size Pilot)
the Act and the rules and regulations to Secretary, Securities and Exchange November 8, 2016.
thereunder applicable to a national Commission, 100 F Street NE.,
Pursuant to Section 19(b)(1) of the
securities exchange. Washington, DC 20549–1090. Securities Exchange Act of 1934
B. Self-Regulatory Organization’s All submissions should refer to File (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Statement on Burden on Competition Number SR–C2–2016–022. This file notice is hereby given that on October
number should be included on the 31, 2016, NASDAQ PHLX LLC (‘‘Phlx’’
The Exchange does not believe the
subject line if email is used. To help the or ‘‘Exchange’’) filed with the Securities
proposed rule change will impose any
Commission process and review your and Exchange Commission (‘‘SEC’’ or
burden on competition not necessary or
appropriate in furtherance of the comments more efficiently, please use ‘‘Commission’’) the proposed rule
purposes of the Act. The proposed rule only one method. The Commission will change as described in Items I and II,
change relates to the corporate post all comments on the Commission’s below, which Items have been prepared
governance of CBOE Holdings— Internet Web site (http://www.sec.gov/ by the Exchange. The Commission is
specifically a change in composition of rules/sro.shtml). Copies of the publishing this notice to solicit
the CBOE Holdings Board in connection comments on the proposed rule change
submission, all subsequent
with a corporate transaction—and not from interested persons.
amendments, all written statements
the operations of the Exchange. This is with respect to the proposed rule I. Self-Regulatory Organization’s
not a competitive filing and, therefore, change that are filed with the Statement of the Terms of Substance of
imposes no burden on competition. Commission, and all written the Proposed Rule Change
C. Self-Regulatory Organization’s communications relating to the The Exchange proposes to amend
Statement on Comments on the proposed rule change between the Commentary .14 to Rule 3317
Proposed Rule Change Received From Commission and any person, other than (Compliance with Regulation NMS Plan
Members, Participants, or Others those that may be withheld from the to Implement a Tick Size Pilot) to
The Exchange neither solicited nor public in accordance with the provide the SEC with notice of its efforts
received comments on the proposed provisions of 5 U.S.C. 552, will be to re-program its systems to eliminate a
rule change. available for Web site viewing and re-pricing functionality for certain
printing in the Commission’s Public orders in Test Group Three securities in
III. Date of Effectiveness of the Reference Room, 100 F Street NE., connection with the Regulation NMS
Proposed Rule Change and Timing for Plan to Implement a Tick Size Pilot
Washington, DC 20549, on official
Commission Action Program (‘‘Plan’’ or ‘‘Pilot’’).3
business days between the hours of
Within 45 days of the date of 10:00 a.m. and 3:00 p.m. Copies of the The text of the proposed rule change
publication of this notice in the Federal filing also will be available for is set forth below. Proposed new
Register or within such longer period inspection and copying at the principal language is underlined; deleted text is
up to 90 days (i) as the Commission may office of the Exchange. All comments in brackets.
designate if it finds such longer period * * * * *
received will be posted without change;
to be appropriate and publishes its
the Commission does not edit personal NASDAQ PHLX Rules
reasons for so finding or (ii) as to which
the Exchange consents, the Commission identifying information from
ubmissions. You should submit only * * * * *
will:
A. By order approve or disapprove information that you wish to make 3317. Compliance With Regulation
such proposed rule change, or available publicly. All submissions NMS Plan To Implement a Tick Size
B. institute proceedings to determine should refer to File Number SR–C2– Pilot
whether the proposed rule change 2016–022, and should be submitted on (a) through (d) No Change.
should be disapproved. or before December 6, 2016.
Commentary
IV. Solicitation of Comments For the Commission, by the Division of
Trading and Markets, pursuant to delegated .01–.13 No change.
Interested persons are invited to .14 Until [October 31, 2016]
authority.12
submit written data, views, and November 14, 2016, the treatment of
mstockstill on DSK3G9T082PROD with NOTICES
arguments concerning the foregoing, Brent J. Fields,
Price to Comply Orders, Price to Display
including whether the proposed rule Secretary.
Orders, Non-Displayed Orders, and
change is consistent with the Act. [FR Doc. 2016–27372 Filed 11–14–16; 8:45 am]
Comments may be submitted by any of BILLING CODE 8011–01–P 1 15U.S.C. 78s(b)(1).
the following methods: 2 17CFR 240.19b–4.
3 See Securities Exchange Act Release No. 74892
11 See, e.g., CBOE Holdings Certificate Article (May 6, 2015), 80 FR 27513 (May 13, 2015)
Fourteenth. 12 17 CFR 200.30–3(a)(12). (‘‘Approval Order’’).
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Document Created: 2016-11-15 00:48:27
Document Modified: 2016-11-15 00:48:27
| 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 80132 |
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