82_FR_12010 82 FR 11973 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Eighth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. and the Fifth Amended and Restated Certificate of Incorporation of NYSE Group, Inc.

82 FR 11973 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Eighth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. and the Fifth Amended and Restated Certificate of Incorporation of NYSE Group, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 37 (February 27, 2017)

Page Range11973-11975
FR Document2017-03802

Federal Register, Volume 82 Issue 37 (Monday, February 27, 2017)
[Federal Register Volume 82, Number 37 (Monday, February 27, 2017)]
[Notices]
[Pages 11973-11975]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-03802]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80082; File No. SR-NYSEArca-2017-14]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending the Eighth 
Amended and Restated Certificate of Incorporation of Intercontinental 
Exchange Holdings, Inc. and the Fifth Amended and Restated Certificate 
of Incorporation of NYSE Group, Inc.

February 22, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on February 8, 2017, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange''), filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend (a) the Eighth Amended and Restated 
Certificate of Incorporation of Intercontinental Exchange Holdings, 
Inc. (the ``ICE Holdings Certificate'') to add a reference to the name 
under which it filed its original certificate of incorporation, and (b) 
the Fifth Amended and Restated Certificate of Incorporation of NYSE 
Group, Inc. (the ``Fifth Amended NYSE Group Certificate'') to update 
obsolete references. The proposed rule change is available on the 
Exchange's Web site at www.nyse.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 self-regulatory organization 
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 those 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
    The Exchange proposes to make non-substantive changes to (a) the 
ICE Holdings Certificate to add a reference to the name under which it 
filed its original certificate of incorporation, and (b) the Fifth 
Amended NYSE Group Certificate to update obsolete references.
ICE Holdings Certificate
    The Exchange's parent, NYSE Group, is a wholly-owned subsidiary of 
NYSE Holdings LLC, which is in turn 100% owned by Intercontinental 
Exchange Holdings, Inc. (``ICE Holdings''). Intercontinental Exchange, 
Inc. (``ICE''), a public company listed on the New York Stock Exchange, 
owns 100% of ICE Holdings.
    The original certificate of incorporation of ICE Holdings was filed 
in 2000, under the name ``IntercontinentalExchange, Inc.'' In 2014, ICE 
Holdings changed its name from ``IntercontinentalExchange, Inc.'' to 
``Intercontinental Exchange Holdings, Inc.'' At the same time, ICE 
Holding's parent, ICE, changed its name from ``IntercontinentalExchange 
Group, Inc.'' to ``Intercontinental Exchange, Inc.'' \4\
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    \4\ See Securities Exchange Release No. 72157 (May 13, 2014), 79 
FR 28792 (May 19, 2014) (SR-NYSEArca-2014-52).
---------------------------------------------------------------------------

    In response to a comment received from the State of Delaware 
Department of State, the Exchange proposes to amend paragraph (1) of 
the ICE Holdings Certificate to add a reference to the fact that the 
original certificate of incorporation was filed under the name 
``IntercontinentalExchange, Inc.'' The revised paragraph would read as 
follows (proposed new text italic):
    (1) The present name of the Corporation is Intercontinental 
Exchange Holdings, Inc. The original Certificate of Incorporation of 
the Corporation was filed on June 16, 2000 (the ``Original Certificate 
of Incorporation), and the name under which the Corporation filed the 
Original Certificate of Incorporation was IntercontinentalExchange, 
Inc.
Fifth Amended NYSE Group Certificate
    The Securities and Exchange Commission approved the Fifth

[[Page 11974]]

Amended NYSE Group Certificate on January 30, 2017.\5\
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    \5\ See Securities Exchange Release No. 79901 (January 30, 
2017), 82 FR 9251 (February 3, 2017) (SR-NYSE-2016-90, SR-NYSEMKT-
2016-122, and SR-NYSEArca-2016-167).
---------------------------------------------------------------------------

    The Exchange proposes to amend the Fifth Amended NYSE Group 
Certificate to update obsolete references to the Fourth Amended and 
Restated Certificate of Incorporation of NYSE Group (``Fourth Amended 
NYSE Group Certificate''). More specifically, the Exchange proposes to:
     Amend Article XIV, ``Effective Time,'' to replace 
``Fourth'' with ``Fifth'' and to replace December 29, 2014, the date of 
effectiveness of the Fourth Amended NYSE Group Certificate, with a 
placeholder which will be completed with the date that the Fifth 
Amended NYSE Group Certificate becomes effective; and
     on the signature page of the NYSE Group Certificate, 
replace ``Fourth'' with ``Fifth'' and replace December 29, 2014, with a 
placeholder which will be completed with the date that the Fifth 
Amended NYSE Group Certificate becomes effective.
    No other changes to the ICE Holdings Certificate or Fifth Amended 
NYSE Group Certificate are proposed.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \6\ in general, and with Section 
6(b)(1) \7\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The proposed amendment to the ICE Holdings Certificate to add a 
reference to the name under which it filed its original certificate of 
incorporation is a non-substantive, ministerial change requested by the 
State of Delaware Department of State that does not impact either the 
governance or ownership of the Exchange. The Exchange believes that the 
proposed change is consistent with Section 6(b)(1) because it would 
contribute to the orderly operation of the Exchange by adding clarity 
and transparency to the Exchange's rules and would enable the Exchange 
to continue to be so organized as to have the capacity to carry out the 
purposes of the Exchange Act and comply and enforce compliance with the 
provisions of the Exchange Act by its members and persons associated 
with its members.
    For similar reasons, the Exchange also believes that the proposed 
change furthers the objectives of Section 6(b)(5) of the Exchange Act 
\8\ because the proposed rule change would be consistent with and 
facilitate a governance and regulatory structure that is 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As discussed above, the proposed changes to amend the Fifth Amended 
NYSE Group Certificate, which would replace obsolete references to the 
Fourth Amended NYSE Group Certificate with references to the Fifth 
Amended NYSE Group Certificate and update the date of effectiveness, 
removes impediments to and perfects the mechanism of a free and open 
market by removing confusion that may result from having these 
references in the Fifth Amended NYSE Group Certificate. The Exchange 
further believes that the proposal removes impediments to and would 
perfect the mechanism of a free and open market by ensuring that 
persons subject to the Exchange's jurisdiction, regulators, and the 
investing public can more easily navigate and understand the Fifth 
Amended NYSE Group Certificate. The Exchange further believes that 
eliminating obsolete references would be consistent with the public 
interest and the protection of investors because investors will not be 
harmed and in fact would benefit from increased transparency, thereby 
reducing potential confusion. Removing such obsolete references will 
also further the goal of transparency and add clarity to the Exchange's 
rules.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not intended to address competitive issues but rather is to 
make non-substantive changes concerned solely with the clarity and 
transparency of its parent entities' governing documents.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
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)(iii) of the Act \9\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\10\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) of the Act \11\ 
normally does not become operative before 30 days from the date of the 
filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative upon filing. The Exchange believes that waiver of 
the 30-day operative delay is consistent with the protection of 
investors and the public interest because the proposed changes are non-
substantive and would provide clarity and transparency to its parent 
entities' governing documents. The Exchange represents that the 
proposed rule change would have no impact on either the governance or 
ownership of the Exchange. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and 
the public interest because the proposed changes are non-substantive 
and will provide clarity to the Exchange's rules. Therefore, the 
Commission hereby waives the operative delay and designates the 
proposed rule change operative upon filing.\13\
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).

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[[Page 11975]]

    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: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) 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-NYSEArca-2017-14 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-NYSEArca-2017-14. 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 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 submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-14, and should 
be submitted on or before March 20, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
Eduardo A. Aleman,
Assistant Secretary.
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    \14\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2017-03802 Filed 2-24-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                   Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices                                               11973

                                                  Electronic Comments                                       SECURITIES AND EXCHANGE                               set forth in sections A, B, and C below,
                                                                                                            COMMISSION                                            of the most significant parts of such
                                                    • Use the Commission’s Internet                                                                               statements.
                                                  comment form (http://www.sec.gov/                         [Release No. 34–80082; File No. SR–
                                                  rules/sro.shtml); or                                      NYSEArca–2017–14]                                     A. Self-Regulatory Organization’s
                                                                                                                                                                  Statement of the Purpose of, and
                                                    • Send an email to rule-comments@                       Self-Regulatory Organizations; NYSE                   Statutory Basis for, the Proposed Rule
                                                  sec.gov. Please include File Number SR–                   Arca, Inc.; Notice of Filing and                      Change
                                                  ISE–2017–10 on the subject line.                          Immediate Effectiveness of Proposed
                                                                                                            Rule Change Amending the Eighth                       1. Purpose
                                                  Paper Comments                                            Amended and Restated Certificate of
                                                                                                            Incorporation of Intercontinental                       The Exchange proposes to make non-
                                                    • Send paper comments in triplicate                                                                           substantive changes to (a) the ICE
                                                  to Secretary, Securities and Exchange                     Exchange Holdings, Inc. and the Fifth
                                                                                                            Amended and Restated Certificate of                   Holdings Certificate to add a reference
                                                  Commission, 100 F Street NE.,                                                                                   to the name under which it filed its
                                                  Washington, DC 20549–1090.                                Incorporation of NYSE Group, Inc.
                                                                                                                                                                  original certificate of incorporation, and
                                                  All submissions should refer to File                      February 22, 2017.                                    (b) the Fifth Amended NYSE Group
                                                  Number SR–ISE–2017–10. This file                             Pursuant to Section 19(b)(1) 1 of the              Certificate to update obsolete references.
                                                  number should be included on the                          Securities Exchange Act of 1934 (the
                                                                                                            ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                ICE Holdings Certificate
                                                  subject line if email is used. To help the
                                                                                                            notice is hereby given that on February                  The Exchange’s parent, NYSE Group,
                                                  Commission process and review your
                                                                                                            8, 2017, NYSE Arca, Inc. (‘‘NYSE Arca’’               is a wholly-owned subsidiary of NYSE
                                                  comments more efficiently, please use
                                                                                                            or the ‘‘Exchange’’), filed with the                  Holdings LLC, which is in turn 100%
                                                  only one method. The Commission will                      Securities and Exchange Commission
                                                  post all comments on the Commission’s                                                                           owned by Intercontinental Exchange
                                                                                                            (the ‘‘Commission’’) the proposed rule                Holdings, Inc. (‘‘ICE Holdings’’).
                                                  Internet Web site (http://www.sec.gov/                    change as described in Items I and II
                                                  rules/sro.shtml). Copies of the                                                                                 Intercontinental Exchange, Inc. (‘‘ICE’’),
                                                                                                            below, which Items have been prepared                 a public company listed on the New
                                                  submission, all subsequent                                by the self-regulatory organization. The
                                                  amendments, all written statements                                                                              York Stock Exchange, owns 100% of
                                                                                                            Commission is publishing this notice to               ICE Holdings.
                                                  with respect to the proposed rule                         solicit comments on the proposed rule
                                                  change that are filed with the                            change from interested persons.                          The original certificate of
                                                  Commission, and all written                                                                                     incorporation of ICE Holdings was filed
                                                  communications relating to the                            I. Self-Regulatory Organization’s                     in 2000, under the name
                                                                                                            Statement of the Terms of the Substance               ‘‘IntercontinentalExchange, Inc.’’ In
                                                  proposed rule change between the
                                                                                                            of the Proposed Rule Change                           2014, ICE Holdings changed its name
                                                  Commission and any person, other than
                                                  those that may be withheld from the                          The Exchange proposes to amend (a)                 from ‘‘IntercontinentalExchange, Inc.’’
                                                  public in accordance with the                             the Eighth Amended and Restated                       to ‘‘Intercontinental Exchange Holdings,
                                                  provisions of 5 U.S.C. 552, will be                       Certificate of Incorporation of                       Inc.’’ At the same time, ICE Holding’s
                                                  available for Web site viewing and                        Intercontinental Exchange Holdings,                   parent, ICE, changed its name from
                                                                                                            Inc. (the ‘‘ICE Holdings Certificate’’) to            ‘‘IntercontinentalExchange Group, Inc.’’
                                                  printing in the Commission’s Public
                                                                                                            add a reference to the name under                     to ‘‘Intercontinental Exchange, Inc.’’ 4
                                                  Reference Room, 100 F Street NE.,
                                                                                                            which it filed its original certificate of               In response to a comment received
                                                  Washington, DC 20549, on official
                                                                                                            incorporation, and (b) the Fifth                      from the State of Delaware Department
                                                  business days between the hours of
                                                                                                            Amended and Restated Certificate of                   of State, the Exchange proposes to
                                                  10:00 a.m. and 3:00 p.m. Copies of the                    Incorporation of NYSE Group, Inc. (the
                                                  filing also will be available for                                                                               amend paragraph (1) of the ICE
                                                                                                            ‘‘Fifth Amended NYSE Group                            Holdings Certificate to add a reference
                                                  inspection and copying at the principal                   Certificate’’) to update obsolete
                                                  office of the Exchange. All comments                                                                            to the fact that the original certificate of
                                                                                                            references. The proposed rule change is               incorporation was filed under the name
                                                  received will be posted without change;                   available on the Exchange’s Web site at               ‘‘IntercontinentalExchange, Inc.’’ The
                                                  the Commission does not edit personal                     www.nyse.com, at the principal office of              revised paragraph would read as follows
                                                  identifying information from                              the Exchange, and at the Commission’s                 (proposed new text italic):
                                                  submissions. You should submit only                       Public Reference Room.
                                                  information that you wish to make                                                                                  (1) The present name of the
                                                  available publicly. All submissions                       II. Self-Regulatory Organization’s                    Corporation is Intercontinental
                                                                                                            Statement of the Purpose of, and                      Exchange Holdings, Inc. The original
                                                  should refer to File Number and should
                                                                                                            Statutory Basis for, the Proposed Rule                Certificate of Incorporation of the
                                                  be submitted on or before March 20,
                                                                                                            Change                                                Corporation was filed on June 16, 2000
                                                  2017.
                                                                                                               In its filing with the Commission, the             (the ‘‘Original Certificate of
                                                    For the Commission, by the Division of                                                                        Incorporation), and the name under
                                                                                                            self-regulatory organization included
                                                  Trading and Markets, pursuant to delegated                                                                      which the Corporation filed the Original
                                                                                                            statements concerning the purpose of,
                                                  authority.14                                                                                                    Certificate of Incorporation was
                                                                                                            and basis for, the proposed rule change
                                                  Eduardo A. Aleman,                                        and discussed any comments it received                IntercontinentalExchange, Inc.
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                                                  Assistant Secretary.                                      on the proposed rule change. The text                 Fifth Amended NYSE Group Certificate
                                                  [FR Doc. 2017–03799 Filed 2–24–17; 8:45 am]               of those statements may be examined at
                                                  BILLING CODE 8011–01–P                                    the places specified in Item IV below.                  The Securities and Exchange
                                                                                                            The Exchange has prepared summaries,                  Commission approved the Fifth
                                                                                                              1 15 U.S.C.78s(b)(1).                                 4 See Securities Exchange Release No. 72157 (May
                                                                                                              2 15 U.S.C. 78a.                                    13, 2014), 79 FR 28792 (May 19, 2014) (SR–
                                                    14 17   CFR 200.30–3(a)(12).                              3 17 CFR 240.19b–4.                                 NYSEArca–2014–52).



                                             VerDate Sep<11>2014     20:23 Feb 24, 2017   Jkt 241001   PO 00000   Frm 00083   Fmt 4703   Sfmt 4703   E:\FR\FM\27FEN1.SGM   27FEN1


                                                  11974                        Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices

                                                  Amended NYSE Group Certificate on                       comply and enforce compliance with                      changes concerned solely with the
                                                  January 30, 2017.5                                      the provisions of the Exchange Act by                   clarity and transparency of its parent
                                                     The Exchange proposes to amend the                   its members and persons associated                      entities’ governing documents.
                                                  Fifth Amended NYSE Group Certificate                    with its members.
                                                  to update obsolete references to the                       For similar reasons, the Exchange also               C. Self-Regulatory Organization’s
                                                  Fourth Amended and Restated                             believes that the proposed change                       Statement on Comments on the
                                                  Certificate of Incorporation of NYSE                    furthers the objectives of Section 6(b)(5)              Proposed Rule Change Received From
                                                  Group (‘‘Fourth Amended NYSE Group                      of the Exchange Act 8 because the                       Members, Participants, or Others
                                                  Certificate’’). More specifically, the                  proposed rule change would be                             No written comments were solicited
                                                  Exchange proposes to:                                   consistent with and facilitate a                        or received with respect to the proposed
                                                     • Amend Article XIV, ‘‘Effective                     governance and regulatory structure that                rule change.
                                                  Time,’’ to replace ‘‘Fourth’’ with ‘‘Fifth’’            is designed to prevent fraudulent and
                                                  and to replace December 29, 2014, the                   manipulative acts and practices, to                     III. Date of Effectiveness of the
                                                  date of effectiveness of the Fourth                     promote just and equitable principles of                Proposed Rule Change and Timing for
                                                  Amended NYSE Group Certificate, with                    trade, to foster cooperation and                        Commission Action
                                                  a placeholder which will be completed                   coordination with persons engaged in                      Because the foregoing proposed rule
                                                  with the date that the Fifth Amended                    regulating, clearing, settling, processing              change does not: (i) Significantly affect
                                                  NYSE Group Certificate becomes                          information with respect to, and                        the protection of investors or the public
                                                  effective; and                                          facilitating transactions in securities, to             interest; (ii) impose any significant
                                                     • on the signature page of the NYSE                  remove impediments to, and perfect the                  burden on competition; and (iii) become
                                                  Group Certificate, replace ‘‘Fourth’’ with              mechanism of a free and open market                     operative for 30 days from the date on
                                                  ‘‘Fifth’’ and replace December 29, 2014,                and a national market system and, in                    which it was filed, or such shorter time
                                                  with a placeholder which will be                        general, to protect investors and the                   as the Commission may designate, it has
                                                  completed with the date that the Fifth                  public interest.                                        become effective pursuant to Section
                                                  Amended NYSE Group Certificate                             As discussed above, the proposed                     19(b)(3)(A)(iii) of the Act 9 and
                                                  becomes effective.                                      changes to amend the Fifth Amended                      subparagraph (f)(6) of Rule 19b–4
                                                     No other changes to the ICE Holdings                 NYSE Group Certificate, which would
                                                  Certificate or Fifth Amended NYSE                                                                               thereunder.10
                                                                                                          replace obsolete references to the Fourth
                                                  Group Certificate are proposed.                                                                                   A proposed rule change filed under
                                                                                                          Amended NYSE Group Certificate with
                                                                                                                                                                  Rule 19b–4(f)(6) of the Act 11 normally
                                                  2. Statutory Basis                                      references to the Fifth Amended NYSE
                                                                                                                                                                  does not become operative before 30
                                                                                                          Group Certificate and update the date of
                                                     The Exchange believes that the                                                                               days from the date of the filing.
                                                                                                          effectiveness, removes impediments to
                                                  proposed rule change is consistent with                 and perfects the mechanism of a free                    However, Rule 19b–4(f)(6)(iii) 12 permits
                                                  Section 6(b) of the Exchange Act 6 in                   and open market by removing confusion                   the Commission to designate a shorter
                                                  general, and with Section 6(b)(1) 7 in                  that may result from having these                       time if such action is consistent with the
                                                  particular, in that it enables the                      references in the Fifth Amended NYSE                    protection of investors and the public
                                                  Exchange to be so organized as to have                  Group Certificate. The Exchange further                 interest. The Exchange has asked the
                                                  the capacity to be able to carry out the                believes that the proposal removes                      Commission to waive the 30-day
                                                  purposes of the Exchange Act and to                     impediments to and would perfect the                    operative delay so that the proposal may
                                                  comply, and to enforce compliance by                    mechanism of a free and open market by                  become operative upon filing. The
                                                  its exchange members and persons                        ensuring that persons subject to the                    Exchange believes that waiver of the 30-
                                                  associated with its exchange members,                   Exchange’s jurisdiction, regulators, and                day operative delay is consistent with
                                                  with the provisions of the Exchange Act,                the investing public can more easily                    the protection of investors and the
                                                  the rules and regulations thereunder,                   navigate and understand the Fifth                       public interest because the proposed
                                                  and the rules of the Exchange.                          Amended NYSE Group Certificate. The                     changes are non-substantive and would
                                                     The proposed amendment to the ICE                    Exchange further believes that                          provide clarity and transparency to its
                                                  Holdings Certificate to add a reference                 eliminating obsolete references would                   parent entities’ governing documents.
                                                  to the name under which it filed its                    be consistent with the public interest                  The Exchange represents that the
                                                  original certificate of incorporation is a              and the protection of investors because                 proposed rule change would have no
                                                  non-substantive, ministerial change                     investors will not be harmed and in fact                impact on either the governance or
                                                  requested by the State of Delaware                      would benefit from increased                            ownership of the Exchange. The
                                                  Department of State that does not                       transparency, thereby reducing potential                Commission believes that waiving the
                                                  impact either the governance or                         confusion. Removing such obsolete                       30-day operative delay is consistent
                                                  ownership of the Exchange. The                          references will also further the goal of                with the protection of investors and the
                                                  Exchange believes that the proposed                     transparency and add clarity to the                     public interest because the proposed
                                                  change is consistent with Section 6(b)(1)               Exchange’s rules.                                       changes are non-substantive and will
                                                  because it would contribute to the                                                                              provide clarity to the Exchange’s rules.
                                                  orderly operation of the Exchange by                    B. Self-Regulatory Organization’s                       Therefore, the Commission hereby
                                                  adding clarity and transparency to the                  Statement on Burden on Competition                      waives the operative delay and
                                                  Exchange’s rules and would enable the                     The Exchange does not believe that                    designates the proposed rule change
                                                  Exchange to continue to be so organized                 the proposed rule change will impose                    operative upon filing.13
                                                  as to have the capacity to carry out the                any burden on competition that is not
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                                                  purposes of the Exchange Act and                        necessary or appropriate in furtherance                   9 15 U.S.C. 78s(b)(3)(A)(iii).
                                                                                                                                                                    10 17 CFR 240.19b–4(f)(6).
                                                                                                          of the purposes of the Exchange Act.
                                                     5 See Securities Exchange Release No. 79901                                                                    11 17 CFR 240.19b–4(f)(6).
                                                                                                          The proposed rule change is not
                                                  (January 30, 2017), 82 FR 9251 (February 3, 2017)                                                                 12 17 CFR 240.19b–4(f)(6)(iii).
                                                  (SR–NYSE–2016–90, SR–NYSEMKT–2016–122,                  intended to address competitive issues                    13 For purposes only of waiving the 30-day
                                                  and SR–NYSEArca–2016–167).                              but rather is to make non-substantive                   operative delay, the Commission has considered the
                                                     6 15 U.S.C. 78f(b).
                                                                                                                                                                  proposed rule’s impact on efficiency, competition,
                                                     7 15 U.S.C. 78f(b)(1).                                 8 15   U.S.C. 78f(b)(5).                              and capital formation. See 15 U.S.C. 78c(f).



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                                                                               Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices                                                11975

                                                     At any time within 60 days of the                    submissions. You should submit only                   any comments it received on the
                                                  filing of the proposed rule change, the                 information that you wish to make                     proposed rule change. The text of these
                                                  Commission summarily may                                available publicly. All submissions                   statements may be examined at the
                                                  temporarily suspend such rule change if                 should refer to File Number SR–                       places specified in Item IV below. The
                                                  it appears to the Commission that such                  NYSEArca–2017–14, and should be                       Exchange has prepared summaries, set
                                                  action is: (i) Necessary or appropriate in              submitted on or before March 20, 2017.                forth in sections A, B, and C below, of
                                                  the public interest; (ii) for the protection              For the Commission, by the Division of              the most significant aspects of such
                                                  of investors; or (iii) otherwise in                     Trading and Markets, pursuant to delegated            statements.
                                                  furtherance of the purposes of the Act.                 authority.14                                          A. Self-Regulatory Organization’s
                                                  If the Commission takes such action, the                Eduardo A. Aleman,                                    Statement of the Purpose of, and
                                                  Commission shall institute proceedings                  Assistant Secretary.                                  Statutory Basis for, the Proposed Rule
                                                  to determine whether the proposed rule                  [FR Doc. 2017–03802 Filed 2–24–17; 8:45 am]           Change
                                                  should be approved or disapproved.
                                                                                                          BILLING CODE 8011–01–P
                                                                                                                                                                1. Purpose
                                                  IV. Solicitation of Comments
                                                                                                                                                                   The purpose of this rule change is to
                                                    Interested persons are invited to
                                                                                                          SECURITIES AND EXCHANGE                               amend certain rules to reflect the ISE
                                                  submit written data, views, and
                                                                                                          COMMISSION                                            technology migration to a Nasdaq, Inc.
                                                  arguments concerning the foregoing,
                                                                                                                                                                (‘‘Nasdaq’’) supported architecture.
                                                  including whether the proposed rule                     [Release No. 34–80075; File No. SR–ISE–
                                                                                                          2017–03]                                              INET is the proprietary core technology
                                                  change is consistent with the Act.
                                                                                                                                                                utilized across Nasdaq’s global markets
                                                  Comments may be submitted by any of
                                                                                                          Self-Regulatory Organizations;                        and utilized on The NASDAQ Options
                                                  the following methods:
                                                                                                          International Securities Exchange,                    Market LLC (‘‘NOM’’), NASDAQ PHLX
                                                  Electronic Comments                                     LLC; Notice of Filing of Proposed Rule                LLC (‘‘Phlx’’) and NASDAQ BX, Inc.
                                                    • Use the Commission’s Internet                       Change To Amend Various Rules in                      (‘‘BX’’) (collectively, ‘‘Nasdaq
                                                  comment form (http://www.sec.gov/                       Connection With a System Migration to                 Exchanges’’). The migration of ISE to the
                                                  rules/sro.shtml); or                                    Nasdaq INET Technology                                Nasdaq INET architecture would result
                                                    • Send an email to rule-comments@                                                                           in higher performance, scalability, and
                                                                                                          February 21, 2017.                                    more robust architecture. With this
                                                  sec.gov. Please include File Number SR–
                                                  NYSEArca–2017–14 on the subject line.                      Pursuant to Section 19(b)(1) of the                system migration, the Exchange intends
                                                                                                          Securities Exchange Act of 1934                       to adopt certain trading functionality
                                                  Paper Comments                                          (‘‘Act’’),1 and Rule 19b–4 thereunder,2               currently utilized at Nasdaq Exchanges.
                                                     • Send paper comments in triplicate                  notice is hereby given that on February               The functionality being adopted is
                                                  to Secretary, Securities and Exchange                   8, 2017, the International Securities                 described in this filing.
                                                  Commission, 100 F Street NE.,                           Exchange, LLC (‘‘ISE’’ or ‘‘Exchange’’)                  The Exchange is also separately
                                                  Washington, DC 20549–1090.                              filed with the Securities and Exchange                filing 3 a rule change to amend the
                                                  All submissions should refer to File                    Commission (‘‘SEC’’ or ‘‘Commission’’)                Exchange’s Opening Process. ISE will
                                                  Number SR–NYSEArca–2017–14. This                        the proposed rule change as described                 replace its current opening process at
                                                  file number should be included on the                   in Items I and II below, which Items                  Rule 701 with Phlx’s Opening Process.4
                                                  subject line if email is used. To help the              have been prepared by the Exchange.                      The Exchange intends to begin
                                                  Commission process and review your                      The Commission is publishing this                     implementation of the proposed rule
                                                  comments more efficiently, please use                   notice to solicit comments on the                     changes in Q2 2017. The migration will
                                                  only one method. The Commission will                    proposed rule change from interested                  be on a symbol by symbol basis, and the
                                                  post all comments on the Commission’s                   persons.                                              Exchange will issue an alert to members
                                                  Internet Web site (http://www.sec.gov/                  I. Self-Regulatory Organization’s                     in the form of an Options Trader Alert
                                                  rules/sro.shtml). Copies of the                         Statement of the Terms of Substance of                to provide notification of the symbols
                                                  submission, all subsequent                              the Proposed Rule Change                              that will migrate and the relevant dates.
                                                  amendments, all written statements                                                                            Generally
                                                                                                             The Exchange proposes to amend
                                                  with respect to the proposed rule
                                                                                                          various rules in connection with a                       With the re-platform, the Exchange
                                                  change that are filed with the
                                                                                                          system migration to Nasdaq INET                       will now be built on the Nasdaq INET
                                                  Commission, and all written
                                                                                                          technology.                                           architecture, which allows certain
                                                  communications relating to the                             The text of the proposed rule change
                                                  proposed rule change between the                                                                              trading system functionality to be
                                                                                                          is available on the Exchange’s Web site               performed in parallel. The Exchange
                                                  Commission and any person, other than                   at www.ise.com, at the principal office
                                                  those that may be withheld from the                                                                           believes that this architecture change
                                                                                                          of the Exchange, and at the                           will improve the member experience by
                                                  public in accordance with the                           Commission’s Public Reference Room.
                                                  provisions of 5 U.S.C. 552, will be                                                                           reducing overall latency compared to
                                                  available for Web site viewing and                      II. Self-Regulatory Organization’s                    the current ISE system because of the
                                                  printing in the Commission’s Public                     Statement of the Purpose of, and                      manner in which the system is
                                                  Reference Room, 100 F Street NE.,                       Statutory Basis for, the Proposed Rule                segregated into component parts to
                                                  Washington, DC 20549 on official                        Change                                                handle processing.
                                                  business days between the hours of
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                             In its filing with the Commission, the               3 See SR–ISE–2017–02 (not yet published).
                                                  10:00 a.m. and 3:00 p.m. Copies of such                 Exchange included statements                            4 See Phlx Rule 1017. See also Securities
                                                  filing also will be available for                       concerning the purpose of and basis for               Exchange Act Release No. 79274 (November 9,
                                                  inspection and copying at the principal                 the proposed rule change and discussed                2016), 81 FR 80694 (November 16, 2016) (SR–Phlx–
                                                  office of the Exchange. All comments                                                                          2017–79) (notice of Filing of Partial Amendment
                                                                                                                                                                No. 2 and Order Granting Approval of a Proposed
                                                  received will be posted without change;                   14 17 CFR 200.30–3(a)(12).                          Rule Change, as Modified by Partial Amendment
                                                  the Commission does not edit personal                     1 15 U.S.C. 78s(b)(1).                              No. 2, to Amend PHLX Rule 1017, Openings in
                                                  identifying information from                              2 17 CFR 240.19b–4.                                 Options).



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Document Created: 2017-02-25 01:05:32
Document Modified: 2017-02-25 01:05:32
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 11973 

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