82_FR_12194 82 FR 12156 - Self-Regulatory Organizations; NYSE MKT LLC; 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 12156 - Self-Regulatory Organizations; NYSE MKT LLC; 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 38 (February 28, 2017)

Page Range12156-12158
FR Document2017-03804

Federal Register, Volume 82 Issue 38 (Tuesday, February 28, 2017)
[Federal Register Volume 82, Number 38 (Tuesday, February 28, 2017)]
[Notices]
[Pages 12156-12158]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-03804]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80085; File No. SR-NYSEMKT-2017-06]


Self-Regulatory Organizations; NYSE MKT LLC; 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 MKT LLC (``NYSE MKT'' 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

[[Page 12157]]

by the self-regulatory organization. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \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. 72156 (May 13, 2014), 79 
FR 28782 (May 19, 2014) (SR-NYSEMKT-2014-41).
---------------------------------------------------------------------------

    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 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 change 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

[[Page 12158]]

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).
---------------------------------------------------------------------------

    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-NYSEMKT-2017-06 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-NYSEMKT-2017-06. 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-NYSEMKT-2017-06, and should 
be submitted on or before March 21, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03804 Filed 2-27-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                  12156                         Federal Register / Vol. 82, No. 38 / Tuesday, February 28, 2017 / Notices

                                                  mitigate the potential risks associated                   III. Date of Effectiveness of the                         submission, all subsequent
                                                  with entering complex orders or                           Proposed Rule Change and Timing for                       amendments, all written statements
                                                  eQuotes that result in the execution of                   Commission Action                                         with respect to the proposed rule
                                                  contracts at prices that are the result of                   Because the foregoing proposed rule                    change that are filed with the
                                                  extremely volatile market conditions                      change does not: (i) Significantly affect                 Commission, and all written
                                                  that were not present at the time of                      the protection of investors or the public                 communications relating to the
                                                  receipt or evaluation of the complex                      interest; (ii) impose any significant                     proposed rule change between the
                                                  order or eQuote.                                          burden on competition; and (iii) become                   Commission and any person, other than
                                                     The Exchange believes that the                         operative for 30 days after the date of                   those that may be withheld from the
                                                  proposed amendments to Exchange Rule                      the filing, or such shorter time as the                   public in accordance with the
                                                  518(c)(4) is designed to protect investors                Commission may designate, it has                          provisions of 5 U.S.C. 552, will be
                                                  and the public interest because those                     become effective pursuant to 19(b)(3)(A)                  available for Web site viewing and
                                                  amendments ensure that the MPC                            of the Act 17 and Rule 19b–4(f)(6) 18                     printing in the Commission’s Public
                                                  provides price protection in the                                                                                    Reference Room, 100 F Street NE.,
                                                                                                            thereunder.
                                                  managed interest process in the                              At any time within 60 days of the                      Washington, DC 20549, on official
                                                  situation where a complex limit order is                  filing of the proposed rule change, the                   business days between the hours of
                                                  priced more aggressively than the                         Commission summarily may                                  10:00 a.m. and 3:00 p.m. Copies of the
                                                  icMBBO, in the same manner as a                           temporarily suspend such rule change if                   filing also will be available for
                                                  complex market order.                                     it appears to the Commission that such                    inspection and copying at the principal
                                                     Additionally, the proposed MPC Price                   action is necessary or appropriate in the                 office of the Exchange. All comments
                                                  and MPC Setting are designed to remove                    public interest, for the protection of                    received will be posted without change;
                                                  impediments to and perfect the                                                                                      the Commission does not edit personal
                                                                                                            investors, or otherwise in furtherance of
                                                  mechanisms of a free and open market                                                                                identifying information from
                                                                                                            the purposes of the Act. If the
                                                  and a national market system and by                                                                                 submissions. You should submit only
                                                                                                            Commission takes such action, the
                                                  helping MIAX Options participants                                                                                   information that you wish to make
                                                                                                            Commission shall institute proceedings
                                                  avoid executions at extreme and                                                                                     available publicly. All submissions
                                                                                                            to determine whether the proposed rule
                                                  erroneous prices that may result from,                                                                              should refer to File Number SR–MIAX–
                                                                                                            should be approved or disapproved.
                                                  for example, technology issues with the                                                                             2017–06 and should be submitted on or
                                                  MIAX Options participant’s electronic                     IV. Solicitation of Comments                              before March 21, 2017.
                                                  trading system. To this extent, the MPC                     Interested persons are invited to                         For the Commission, by the Division of
                                                  Price and MPC Setting may help act as                     submit written data, views, and                           Trading and Markets, pursuant to delegated
                                                  a backstop to the MIAX Options                            arguments concerning the foregoing,                       authority.19
                                                  participant’s own controls and provide                    including whether the proposed rule                       Robert W. Errett,
                                                  an additional layer of protection.                        change is consistent with the Act.                        Deputy Secretary.
                                                                                                            Comments may be submitted by any of                       [FR Doc. 2017–03843 Filed 2–27–17; 8:45 am]
                                                  B. Self-Regulatory Organization’s
                                                                                                            the following methods:                                    BILLING CODE 8011–01–P
                                                  Statement on Burden on Competition
                                                                                                            Electronic Comments
                                                     The Exchange does not believe that
                                                  the proposed rule change will impose                        • Use the Commission’s Internet                         SECURITIES AND EXCHANGE
                                                  any burden on competition that is not                     comment form (http://www.sec.gov/                         COMMISSION
                                                  necessary or appropriate in furtherance                   rules/sro.shtml); or
                                                                                                                                                                      [Release No. 34–80085; File No. SR–
                                                  of the purposes of the Act.                                 • Send an email to rule-comments@                       NYSEMKT–2017–06]
                                                     The Complex MIAX Options Price                         sec.gov. Please include File Number SR–
                                                  Collar is available to all participants                   MIAX–2017–06 on the subject line.                         Self-Regulatory Organizations; NYSE
                                                  trading complex orders, and should                        Paper Comments                                            MKT LLC; Notice of Filing and
                                                  provide MIAX Options participants                                                                                   Immediate Effectiveness of Proposed
                                                                                                              • Send paper comments in triplicate                     Rule Change Amending the Eighth
                                                  with additional price protection from
                                                                                                            to Brent J. Fields, Secretary, Securities                 Amended and Restated Certificate of
                                                  extreme and erroneous executions.
                                                                                                            and Exchange Commission, 100 F Street                     Incorporation of Intercontinental
                                                  Thus, the Exchange does not believe the
                                                                                                            NE., Washington, DC 20549–1090.                           Exchange Holdings, Inc. and the Fifth
                                                  proposal creates any significant impact
                                                  on competition.                                           All submissions should refer to File                      Amended and Restated Certificate of
                                                     Additionally, respecting intra-market                  Number SR–MIAX–2017–06. This file                         Incorporation of NYSE Group, Inc.
                                                  competition, the proposed MIAX                            number should be included on the
                                                                                                            subject line if email is used. To help the                February 22, 2017.
                                                  Options Price Collar enhances                                                                                          Pursuant to Section 19(b)(1) 1 of the
                                                  competition because it is similar to                      Commission process and review your
                                                                                                            comments more efficiently, please use                     Securities Exchange Act of 1934 (the
                                                  price protections on other exchanges,16                                                                             ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                  and thus should enable the Exchange to                    only one method. The Commission will
                                                                                                            post all comments on the Commission’s                     notice is hereby given that on February
                                                  compete for order flow by ensuring the                                                                              8, 2017, NYSE MKT LLC (‘‘NYSE MKT’’
                                                  same or similar protection.                               Internet Web site (http://www.sec.gov/
                                                                                                            rules/sro.shtml). Copies of the                           or the ‘‘Exchange’’), filed with the
                                                  C. Self-Regulatory Organization’s                                                                                   Securities and Exchange Commission
mstockstill on DSK3G9T082PROD with NOTICES




                                                  Statement on Comments on the                                17 15  U.S.C. 78s(b)(3)(A).                             (the ‘‘Commission’’) the proposed rule
                                                  Proposed Rule Change Received From                          18 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–      change as described in Items I and II
                                                  Members, Participants, or Others                          4(f)(6) requires a self-regulatory organization to give   below, which Items have been prepared
                                                                                                            the Commission written notice of its intent to file
                                                    Written comments were neither                           the proposed rule change at least five business days        19 17 CFR 200.30–3(a)(12).
                                                  solicited nor received.                                   prior to the date of filing of the proposed rule
                                                                                                                                                                        1 15 U.S.C. 78s(b)(1).
                                                                                                            change, or such shorter time as designated by the
                                                                                                                                                                        2 15 U.S.C. 78a.
                                                                                                            Commission. The Exchange has satisfied this
                                                    16 See   supra note 8.                                  requirement.                                                3 17 CFR 240.19b–4.




                                             VerDate Sep<11>2014     18:46 Feb 27, 2017   Jkt 241001   PO 00000   Frm 00078   Fmt 4703   Sfmt 4703   E:\FR\FM\28FEN1.SGM        28FEN1


                                                                              Federal Register / Vol. 82, No. 38 / Tuesday, February 28, 2017 / Notices                                            12157

                                                  by the self-regulatory organization. The                ‘‘IntercontinentalExchange, Inc.’’ In                 2. Statutory Basis
                                                  Commission is publishing this notice to                 2014, ICE Holdings changed its name                      The Exchange believes that the
                                                  solicit comments on the proposed rule                   from ‘‘IntercontinentalExchange, Inc.’’               proposed rule change is consistent with
                                                  change from interested persons.                         to ‘‘Intercontinental Exchange Holdings,              Section 6(b) of the Exchange Act 6 in
                                                                                                          Inc.’’ At the same time, ICE Holding’s                general, and with Section 6(b)(1) 7 in
                                                  I. Self-Regulatory Organization’s
                                                  Statement of the Terms of the Substance                 parent, ICE, changed its name from                    particular, in that it enables the
                                                  of the Proposed Rule Change                             ‘‘IntercontinentalExchange Group, Inc.’’              Exchange to be so organized as to have
                                                                                                          to ‘‘Intercontinental Exchange, Inc.’’ 4              the capacity to be able to carry out the
                                                     The Exchange proposes to amend (a)                      In response to a comment received                  purposes of the Exchange Act and to
                                                  the Eighth Amended and Restated                         from the State of Delaware Department                 comply, and to enforce compliance by
                                                  Certificate of Incorporation of                         of State, the Exchange proposes to                    its exchange members and persons
                                                  Intercontinental Exchange Holdings,                     amend paragraph (1) of the ICE                        associated with its exchange members,
                                                  Inc. (the ‘‘ICE Holdings Certificate’’) to              Holdings Certificate to add a reference               with the provisions of the Exchange Act,
                                                  add a reference to the name under                       to the fact that the original certificate of          the rules and regulations thereunder,
                                                  which it filed its original certificate of              incorporation was filed under the name                and the rules of the Exchange.
                                                  incorporation, and (b) the Fifth                        ‘‘IntercontinentalExchange, Inc.’’ The                   The proposed amendment to the ICE
                                                  Amended and Restated Certificate of                     revised paragraph would read as follows               Holdings Certificate to add a reference
                                                  Incorporation of NYSE Group, Inc. (the                  (proposed new text italic):                           to the name under which it filed its
                                                  ‘‘Fifth Amended NYSE Group                                 (1) The present name of the                        original certificate of incorporation is a
                                                  Certificate’’) to update obsolete                                                                             non-substantive, ministerial change
                                                                                                          Corporation is Intercontinental
                                                  references. The proposed rule change is                                                                       requested by the State of Delaware
                                                                                                          Exchange Holdings, Inc. The original
                                                  available on the Exchange’s Web site at                                                                       Department of State that does not
                                                                                                          Certificate of Incorporation of the
                                                  www.nyse.com, at the principal office of                                                                      impact either the governance or
                                                                                                          Corporation was filed on June 16, 2000
                                                  the Exchange, and at the Commission’s                                                                         ownership of the Exchange. The
                                                                                                          (the ‘‘Original Certificate of
                                                  Public Reference Room.                                                                                        Exchange believes that the proposed
                                                                                                          Incorporation), and the name under
                                                  II. Self-Regulatory Organization’s                      which the Corporation filed the Original              change is consistent with Section 6(b)(1)
                                                  Statement of the Purpose of, and                        Certificate of Incorporation was                      because it would contribute to the
                                                  Statutory Basis for, the Proposed Rule                  IntercontinentalExchange, Inc.                        orderly operation of the Exchange by
                                                  Change                                                                                                        adding clarity and transparency to the
                                                                                                          Fifth Amended NYSE Group Certificate                  Exchange’s rules and would enable the
                                                     In its filing with the Commission, the
                                                  self-regulatory organization included                      The Securities and Exchange                        Exchange to continue to be so organized
                                                  statements concerning the purpose of,                   Commission approved the Fifth                         as to have the capacity to carry out the
                                                  and basis for, the proposed rule change                 Amended NYSE Group Certificate on                     purposes of the Exchange Act and
                                                  and discussed any comments it received                  January 30, 2017.5                                    comply and enforce compliance with
                                                  on the proposed rule change. The text                      The Exchange proposes to amend the                 the provisions of the Exchange Act by
                                                  of those statements may be examined at                  Fifth Amended NYSE Group Certificate                  its members and persons associated
                                                  the places specified in Item IV below.                  to update obsolete references to the                  with its members.
                                                                                                          Fourth Amended and Restated                              For similar reasons, the Exchange also
                                                  The Exchange has prepared summaries,
                                                                                                          Certificate of Incorporation of NYSE                  believes that the proposed change
                                                  set forth in sections A, B, and C below,
                                                                                                          Group (‘‘Fourth Amended NYSE Group                    furthers the objectives of Section 6(b)(5)
                                                  of the most significant parts of such
                                                                                                          Certificate’’). More specifically, the                of the Exchange Act 8 because the
                                                  statements.
                                                                                                          Exchange proposes to:                                 proposed rule change would be
                                                  A. Self-Regulatory Organization’s                          • Amend Article XIV, ‘‘Effective                   consistent with and facilitate a
                                                  Statement of the Purpose of, and                        Time,’’ to replace ‘‘Fourth’’ with ‘‘Fifth’’          governance and regulatory structure that
                                                  Statutory Basis for, the Proposed Rule                  and to replace December 29, 2014, the                 is designed to prevent fraudulent and
                                                  Change                                                  date of effectiveness of the Fourth                   manipulative acts and practices, to
                                                  1. Purpose                                              Amended NYSE Group Certificate, with                  promote just and equitable principles of
                                                                                                          a placeholder which will be completed                 trade, to foster cooperation and
                                                     The Exchange proposes to make non-                                                                         coordination with persons engaged in
                                                  substantive changes to (a) the ICE                      with the date that the Fifth Amended
                                                                                                          NYSE Group Certificate becomes                        regulating, clearing, settling, processing
                                                  Holdings Certificate to add a reference                                                                       information with respect to, and
                                                  to the name under which it filed its                    effective; and
                                                                                                                                                                facilitating transactions in securities, to
                                                  original certificate of incorporation, and                 • on the signature page of the NYSE
                                                                                                                                                                remove impediments to, and perfect the
                                                  (b) the Fifth Amended NYSE Group                        Group Certificate, replace ‘‘Fourth’’ with
                                                                                                                                                                mechanism of a free and open market
                                                  Certificate to update obsolete references.              ‘‘Fifth’’ and replace December 29, 2014,
                                                                                                                                                                and a national market system and, in
                                                                                                          with a placeholder which will be
                                                  ICE Holdings Certificate                                                                                      general, to protect investors and the
                                                                                                          completed with the date that the Fifth
                                                                                                                                                                public interest.
                                                     The Exchange’s parent, NYSE Group,                   Amended NYSE Group Certificate                           As discussed above, the proposed
                                                  is a wholly-owned subsidiary of NYSE                    becomes effective.                                    change to amend the Fifth Amended
                                                  Holdings LLC, which is in turn 100%                        No other changes to the ICE Holdings               NYSE Group Certificate, which would
                                                  owned by Intercontinental Exchange                      Certificate or Fifth Amended NYSE                     replace obsolete references to the Fourth
                                                  Holdings, Inc. (‘‘ICE Holdings’’).                      Group Certificate are proposed.
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                                                                                                                                                                Amended NYSE Group Certificate with
                                                  Intercontinental Exchange, Inc. (‘‘ICE’’),                                                                    references to the Fifth Amended NYSE
                                                  a public company listed on the New                         4 See Securities Exchange Release No. 72156 (May
                                                                                                                                                                Group Certificate and update the date of
                                                  York Stock Exchange, owns 100% of                       13, 2014), 79 FR 28782 (May 19, 2014) (SR–
                                                                                                          NYSEMKT–2014–41).
                                                                                                                                                                effectiveness, removes impediments to
                                                  ICE Holdings.                                              5 See Securities Exchange Release No. 79901
                                                     The original certificate of                          (January 30, 2017), 82 FR 9251 (February 3, 2017)
                                                                                                                                                                  6 15 U.S.C. 78f(b).
                                                  incorporation of ICE Holdings was filed                 (SR–NYSE–2016–90, SR–NYSEMKT–2016–122,                  7 15 U.S.C. 78f(b)(1).
                                                  in 2000, under the name                                 and SR–NYSEArca–2016–167).                              8 15 U.S.C. 78f(b)(5).




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                                                  12158                          Federal Register / Vol. 82, No. 38 / Tuesday, February 28, 2017 / Notices

                                                  and perfects the mechanism of a free                     days from the date of the filing.                     Commission, 100 F Street NE.,
                                                  and open market by removing confusion                    However, Rule 19b–4(f)(6)(iii) 12 permits             Washington, DC 20549–1090.
                                                  that may result from having these                        the Commission to designate a shorter                 All submissions should refer to File
                                                  references in the Fifth Amended NYSE                     time if such action is consistent with the            Number SR–NYSEMKT–2017–06. This
                                                  Group Certificate. The Exchange further                  protection of investors and the public                file number should be included on the
                                                  believes that the proposal removes                       interest. The Exchange has asked the                  subject line if email is used. To help the
                                                  impediments to and would perfect the                     Commission to waive the 30-day                        Commission process and review your
                                                  mechanism of a free and open market by                   operative delay so that the proposal may              comments more efficiently, please use
                                                  ensuring that persons subject to the                     become operative upon filing. The                     only one method. The Commission will
                                                  Exchange’s jurisdiction, regulators, and                 Exchange believes that waiver of the 30-              post all comments on the Commission’s
                                                  the investing public can more easily                     day operative delay is consistent with                Internet Web site (http://www.sec.gov/
                                                  navigate and understand the Fifth                        the protection of investors and the                   rules/sro.shtml). Copies of the
                                                  Amended NYSE Group Certificate. The                      public interest because the proposed                  submission, all subsequent
                                                  Exchange further believes that                           changes are non-substantive and would                 amendments, all written statements
                                                  eliminating obsolete references would                    provide clarity and transparency to its               with respect to the proposed rule
                                                  be consistent with the public interest                   parent entities’ governing documents.                 change that are filed with the
                                                  and the protection of investors because                  The Exchange represents that the                      Commission, and all written
                                                  investors will not be harmed and in fact                 proposed rule change would have no                    communications relating to the
                                                  would benefit from increased                             impact on either the governance or                    proposed rule change between the
                                                  transparency, thereby reducing potential                 ownership of the Exchange. The                        Commission and any person, other than
                                                  confusion. Removing such obsolete                        Commission believes that waiving the                  those that may be withheld from the
                                                  references will also further the goal of                 30-day operative delay is consistent                  public in accordance with the
                                                  transparency and add clarity to the                      with the protection of investors and the              provisions of 5 U.S.C. 552, will be
                                                  Exchange’s rules.                                        public interest because the proposed                  available for Web site viewing and
                                                                                                           changes are non-substantive and will                  printing in the Commission’s Public
                                                  B. Self-Regulatory Organization’s                        provide clarity to the Exchange’s rules.
                                                  Statement on Burden on Competition                                                                             Reference Room, 100 F Street NE.,
                                                                                                           Therefore, the Commission hereby                      Washington, DC 20549 on official
                                                    The Exchange does not believe that                     waives the operative delay and                        business days between the hours of
                                                  the proposed rule change will impose                     designates the proposed rule change                   10:00 a.m. and 3:00 p.m. Copies of such
                                                  any burden on competition that is not                    operative upon filing.13                              filing also will be available for
                                                  necessary or appropriate in furtherance                     At any time within 60 days of the
                                                                                                                                                                 inspection and copying at the principal
                                                  of the purposes of the Exchange Act.                     filing of the proposed rule change, the
                                                                                                                                                                 office of the Exchange. All comments
                                                  The proposed rule change is not                          Commission summarily may
                                                                                                                                                                 received will be posted without change;
                                                  intended to address competitive issues                   temporarily suspend such rule change if
                                                                                                                                                                 the Commission does not edit personal
                                                  but rather is to make non-substantive                    it appears to the Commission that such
                                                                                                                                                                 identifying information from
                                                  changes concerned solely with the                        action is: (i) Necessary or appropriate in
                                                                                                                                                                 submissions. You should submit only
                                                  clarity and transparency of its parent                   the public interest; (ii) for the protection
                                                                                                                                                                 information that you wish to make
                                                  entities’ governing documents.                           of investors; or (iii) otherwise in
                                                                                                                                                                 available publicly. All submissions
                                                                                                           furtherance of the purposes of the Act.
                                                  C. Self-Regulatory Organization’s                                                                              should refer to File Number SR–
                                                                                                           If the Commission takes such action, the
                                                  Statement on Comments on the                                                                                   NYSEMKT–2017–06, and should be
                                                                                                           Commission shall institute proceedings
                                                  Proposed Rule Change Received From                                                                             submitted on or before March 21, 2017.
                                                                                                           to determine whether the proposed rule
                                                  Members, Participants, or Others                         should be approved or disapproved.                      For the Commission, by the Division of
                                                    No written comments were solicited                                                                           Trading and Markets, pursuant to delegated
                                                                                                           IV. Solicitation of Comments                          authority.14
                                                  or received with respect to the proposed
                                                  rule change.                                               Interested persons are invited to                   Eduardo A. Aleman,
                                                                                                           submit written data, views, and                       Assistant Secretary.
                                                  III. Date of Effectiveness of the                        arguments concerning the foregoing,                   [FR Doc. 2017–03804 Filed 2–27–17; 8:45 am]
                                                  Proposed Rule Change and Timing for                      including whether the proposed rule                   BILLING CODE 8011–01–P
                                                  Commission Action                                        change is consistent with the Act.
                                                     Because the foregoing proposed rule                   Comments may be submitted by any of
                                                  change does not: (i) Significantly affect                the following methods:                                SMALL BUSINESS ADMINISTRATION
                                                  the protection of investors or the public                Electronic Comments
                                                  interest; (ii) impose any significant                                                                          [Disaster Declaration #15053 and #15054]
                                                  burden on competition; and (iii) become                    • Use the Commission’s Internet
                                                                                                           comment form (http://www.sec.gov/                     Nevada Disaster #NV–00045
                                                  operative for 30 days from the date on
                                                  which it was filed, or such shorter time                 rules/sro.shtml); or                                  AGENCY: U.S. Small Business
                                                  as the Commission may designate, it has                    • Send an email to rule-comments@                   Administration.
                                                  become effective pursuant to Section                     sec.gov. Please include File Number SR–
                                                                                                                                                                 ACTION: Notice.
                                                  19(b)(3)(A)(iii) of the Act 9 and                        NYSEMKT–2017–06 on the subject line.
                                                  subparagraph (f)(6) of Rule 19b–4                        Paper Comments                                        SUMMARY:   This is a Notice of the
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                                                  thereunder.10                                                                                                  Presidential declaration of a major
                                                                                                             • Send paper comments in triplicate                 disaster for Public Assistance Only for
                                                     A proposed rule change filed under
                                                                                                           to Secretary, Securities and Exchange                 the State of Nevada (FEMA–4303–DR),
                                                  Rule 19b–4(f)(6) of the Act 11 normally
                                                  does not become operative before 30                        12 17
                                                                                                                                                                 dated 02/17/2017.
                                                                                                                  CFR 240.19b–4(f)(6)(iii).
                                                                                                             13 For
                                                                                                                                                                   Incident: Severe Winter Storms,
                                                                                                                   purposes only of waiving the 30-day
                                                    9 15 U.S.C. 78s(b)(3)(A)(iii).                         operative delay, the Commission has considered the    Flooding, and Mudslides.
                                                    10 17 CFR 240.19b–4(f)(6).                             proposed rule’s impact on efficiency, competition,
                                                    11 17 CFR 240.19b–4(f)(6).                             and capital formation. See 15 U.S.C. 78c(f).            14 17   CFR 200.30–3(a)(12).



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Document Created: 2017-02-27 23:53:43
Document Modified: 2017-02-27 23:53:43
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 12156 

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