82_FR_18132 82 FR 18061 - Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Amending the Certificate of Incorporation and Bylaws of Its Ultimate Parent Company, Intercontinental Exchange, Inc.

82 FR 18061 - Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Amending the Certificate of Incorporation and Bylaws of Its Ultimate Parent Company, Intercontinental Exchange, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 71 (April 14, 2017)

Page Range18061-18067
FR Document2017-07530

Federal Register, Volume 82 Issue 71 (Friday, April 14, 2017)
[Federal Register Volume 82, Number 71 (Friday, April 14, 2017)]
[Notices]
[Pages 18061-18067]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-07530]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80417; File No. SR-NYSENAT-2017-01]


Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, 
Amending the Certificate of Incorporation and Bylaws of Its Ultimate 
Parent Company, Intercontinental Exchange, Inc.

April 10, 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 March 28, 2017, NYSE National, Inc. (the ``Exchange'' or 
``NYSE National'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. On April 6, 2017, the Exchange filed Amendment 
No. 1 to the proposal.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule change, as modified by Amendment 
No. 1, 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.
    \4\ Amendment No. 1 clarifies that ICE is a public company 
listed on the NYSE and that the word ``indirect'' is proposed to be 
deleted from clause (iii)(y) of the first sentence of Section 
2.13(b) of ICE's bylaws.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the certificate of incorporation and 
bylaws of its ultimate parent company, Intercontinental Exchange, Inc. 
(``ICE''), to (1) update and streamline references to ICE subsidiaries 
that either are or control national securities exchanges and delete 
references to other subsidiaries of ICE; (2) eliminate an obsolete 
cross-reference in ICE's certificate of incorporation to its bylaws and 
make a technical correction to a cross-reference within the bylaws; (3) 
make certain simplifying or clarifying changes in ICE's bylaws relating 
to the location of stockholder meetings, quorum requirements, and 
requirements applicable to persons entitled to nominate directors or 
make proposals at a meeting of ICE's stockholders; and (4) replace 
obsolete references in the bylaws to the Vice Chair with references to 
the lead independent director. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend ICE's Third Amended and Restated 
Certificate of Incorporation (the ``ICE Certificate'') and Seventh 
Amended and Restated Bylaws (the ``ICE Bylaws'') to (1) update and 
streamline references to ICE subsidiaries that either are or control 
national securities exchanges and delete references to other 
subsidiaries of ICE; (2) eliminate an obsolete cross-reference in the 
ICE

[[Page 18062]]

Certificate to the ICE Bylaws and make a technical correction to a 
cross-reference within the ICE Bylaws; (3) make certain simplifying or 
clarifying changes in the ICE Bylaws relating to the location of 
stockholder meetings, quorum requirements, and requirements applicable 
to persons entitled to nominate directors or make proposals at a 
meeting of ICE's stockholders; and (4) replace obsolete references in 
the ICE Bylaws to the Vice Chair with references to the lead 
independent director.
    ICE owns 100% of the equity interest in Intercontinental Exchange 
Holdings, Inc. (``ICE Holdings''), which in turn owns 100% of the 
equity interest in NYSE Holdings LLC (``NYSE Holdings''). NYSE Holdings 
owns 100% of the equity interest of NYSE Group, Inc. (``NYSE Group''), 
which in turn directly owns 100% of the equity interest of the Exchange 
and its national securities exchange affiliates, the New York Stock 
Exchange LLC (``NYSE''), NYSE Arca, Inc. (``NYSE Arca''), and NYSE MKT 
LLC (``NYSE MKT'').\5\
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    \5\ ICE is a publicly traded company listed on the NYSE. The 
Exchange's affiliates NYSE, NYSE MKT, and NYSE Arca have each 
submitted substantially the same proposed rule change to propose the 
changes described herein. See SR-NYSE-2017-13, SR-NYSEMKT-2017-17, 
and SR-NYSEArca-2017-29.
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ICE Certificate
    The Exchange proposes to amend the limitations on voting and 
ownership in Article V of the ICE Certificate to update and streamline 
references to ICE subsidiaries that are national securities exchanges 
or that control national securities exchanges, as well as to delete 
references to other subsidiaries of ICE. In addition, it proposes to 
revise the amendment provision in Article X of the ICE Certificate to 
remove an obsolete reference.
Limitations on Voting and Ownership
    Article V of the ICE Certificate establishes voting limitations and 
ownership concentration limitations on owners of ICE common stock above 
certain thresholds for so long as ICE owns any U.S. Regulated 
Subsidiary. By reference to the ICE Bylaws, ``U.S. Regulated 
Subsidiaries'' is defined to mean the four national securities 
exchanges owned by ICE (the Exchange, NYSE, NYSE Arca, and NYSE MKT), 
NYSE Arca, LLC, and NYSE Arca Equities, Inc. (``NYSE Arca Equities''), 
or their successors, in each case to the extent that such entities 
continue to be controlled, directly or indirectly, by ICE.\6\
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    \6\ ICE Certificate, Article V, Section A.10; ICE Bylaws, 
Article III, Section 3.15. NYSE Arca, LLC, is a subsidiary of NYSE 
Group, and NYSE Arca Equities is a subsidiary of NYSE Arca.
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    Article V of the ICE Certificate also authorizes ICE's Board of 
Directors to grant exceptions to the voting and ownership concentration 
limitations if the Board of Directors makes certain determinations. 
Those include determinations that such an exception would not impair 
the ability of ICE, the U.S. Regulated Subsidiaries, ICE Holdings, NYSE 
Holdings, and NYSE Group to perform their respective responsibilities 
under the Exchange Act and the rules and regulations thereunder, and 
that such an exception is otherwise in the best interests of ICE, its 
stockholders and the U.S. Regulated Subsidiaries.
    NYSE National proposes to amend Article V to replace references to 
the U.S. Regulated Subsidiaries with references to the ``Exchanges.'' 
An ``Exchange'' would be defined as a national securities exchange 
registered under Section 6 of the Exchange Act \7\ that is directly or 
indirectly controlled by ICE.\8\ Accordingly, Article V would no longer 
include references to NYSE Arca, LLC or NYSE Arca Equities. NYSE 
National believes omitting such entities is appropriate because the 
Exchange Act definition of ``exchange'' states that ``exchange'' 
``includes the market place and the market facilities maintained by 
such exchange.'' \9\ In addition, NYSE Arca, as the national securities 
exchange, has the regulatory and self-regulatory responsibility for the 
NYSE Arca options and equities markets.\10\ Moreover, the proposed 
change would align Article V with voting and ownership concentration 
limits in the certificates of incorporation of other publicly traded 
companies that own one or more national securities exchanges, which do 
not include references to subsidiaries other than national securities 
exchanges.\11\
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    \7\ 15 U.S.C. 78f.
    \8\ See proposed Fourth Amended and Restated Certificate of 
Incorporation of Intercontinental Exchange, Inc. (``Proposed ICE 
Certificate''), Article V, Section A.3(a).
    \9\ 15 U.S.C. 78c(a)(1).
    \10\ See NYSE Arca Equities Rule 3.4 (``The NYSE Arca, Inc. 
(`NYSE Arca Parent'), as a self-regulatory organization registered 
with the Securities and Exchange Commission pursuant to Section 6 of 
the Exchange Act, shall have ultimate responsibility in the 
administration and enforcement of rules governing the operation of 
its subsidiary, NYSE Arca Equities, Inc. (`Corporation')''). See 
also NYSE Arca Equities Rule 14.1.
    \11\ See Second Amended and Restated Certificate of 
Incorporation of CBOE Holdings, Inc. (``CBOE Certificate''), Article 
Sixth, Sections (a)(ii)(A) and (b)(ii)(A) (referencing ``Regulated 
Securities Exchange Subsidiaries''); and Amended and Restated 
Certificate of Incorporation of Bats Global Markets, Inc. (``Bats 
Certificate''), Article Fifth, Section (b)(i) and (ii) (referencing 
``Exchanges'').
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    As noted above, Article V of the ICE Certificate authorizes ICE's 
Board of Directors to grant exceptions to the voting and ownership 
concentration limitations if it makes certain determinations. Such 
determinations include that the proposed exception would not impair the 
ability of ICE Holdings, NYSE Holdings and NYSE Group to perform their 
respective responsibilities under the Exchange Act and the rules and 
regulations thereunder.\12\ NYSE National proposes to amend Article V 
to replace the references to ICE Holdings, NYSE Holdings and NYSE Group 
with the defined term ``Intermediate Holding Companies.''
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    \12\ ICE Certificate, Article V, Sections A.3(a)(i) and 
B.3(a)(i).
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    Finally, Article V includes lengthy provisions listing the 
different categories of members and permit holders of each of the NYSE, 
NYSE MKT and NYSE Arca.\13\ NYSE National proposes to use a new defined 
term, ``Member,'' to mean a person that is a ``member'' of an Exchange 
within the meaning of Section 3(a)(3)(A) of the Exchange Act.\14\ NYSE 
National believes that using ``Member'' in place of the list of 
categories of members and permit holders would simplify the provisions 
and avoid Exchange-by-Exchange descriptions without substantive change. 
Each of the categories listed--an ETP Holder of NYSE Arca Equities (as 
defined in the NYSE Arca Equities rules of NYSE Arca); an OTP Holder or 
OTP Firm of NYSE Arca (each as defined in the rules of NYSE Arca); a 
``member'' or ``member organization'' of NYSE (as defined in the rules 
of the NYSE) and NYSE MKT \15\--is a ``member'' of an exchange within 
the meaning of Section 3(a)(3)(A) of the Exchange Act.\16\
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    \13\ See ICE Certificate, Article V, Section A.3(c)(ii) and 
(d)(ii) and Section A.9.
    \14\ 15 U.S.C. 78c(a)(3)(A).
    \15\ See id.
    \16\ 15 U.S.C. 78c(a)(3)(A).
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    More specifically, the revised ICE Certificate would require, in 
the case of a person seeking approval to exercise voting rights in 
excess of 20% of the outstanding votes, that neither such person nor 
any of its related persons be a Member of an Exchange, instead of 
referring to the different categories of membership recognized by each 
Exchange.\17\ Similarly, the conditions relating to a person seeking 
approval to exceed the ownership concentration limitation would be 
rephrased in the same way.\18\ Use of ``Member'' would

[[Page 18063]]

permit a simplification, without substantive change, of the portion of 
the definition of the term ``Related Persons'' relating to members and 
trading permit holders.\19\
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    \17\ See Proposed ICE Certificate, Article V, Section A.3(c)(ii) 
and (d)(ii).
    \18\ See Proposed ICE Certificate, Article V, Section B.3(d).
    \19\ See Proposed ICE Certificate, Article V, Section A.10. For 
the current definition of ``Related Persons,'' see ICE Certificate, 
Article V, Section A.9.
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    NYSE National believes that the use of ``Member'' and the changes 
to remove the Exchange-by-Exchange lists of categories of Members would 
be appropriate because it would align the provision in the ICE 
Certificate with voting and ownership concentration limits in the 
certificates of incorporation of other publicly traded companies that 
own one or more national securities exchanges, which use a similar 
description of membership.\20\
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    \20\ See Bats Certificate, Article Fifth, Sections (a)(ii)(D) 
and (E) (defining an ``Exchange Member'' as ``a Person that is a 
registered broker or dealer that has been admitted to membership in 
any national securities exchange registered under Section 6 of the 
Act with the Securities and Exchange Commission . . . that is a 
direct or indirect subsidiary of'' Bats Global Markets, Inc.); and 
CBOE Certificate, Article Sixth, Sections (a)(ii)(C)(y) and 
(b)(ii)(D) (defining a ``Trading Permit Holder'' ``as defined in the 
Bylaws of any Regulated Securities Exchange Subsidiary as they may 
be amended from time to time'').
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    To implement the proposed changes, NYSE National proposes the 
following amendments to Article V of the ICE Certificate:
     In Article V, Section A.1, the text ``any U.S. Regulated 
Subsidiary (as defined below)'' would be replaced with ``a national 
securities exchange registered under Section 6 of the Securities 
Exchange Act of 1934, as amended (the `Exchange Act').''
     In Article V, Section A.2, the text ``Securities Exchange 
Act of 1934, as amended (the `Exchange Act'),'' would be replaced with 
``Exchange Act.''
     In Article V, Section A.3(a), the text ``U.S. Regulated 
Subsidiary'' would be replaced with the text ``national securities 
exchange registered under Section 6 of the Exchange Act that is 
directly or indirectly controlled by the Corporation (each such 
national securities exchange so controlled, an `Exchange'), any entity 
controlled by the Corporation that is not itself an Exchange but that 
directly or indirectly controls an Exchange (each such controlling 
entity, an `Intermediate Holding Company') or''; the text ``, 
Intercontinental Exchange Holdings, Inc. (`ICE Holdings'), NYSE 
Holdings LLC (`NYSE Holdings') or NYSE Group, Inc. (`NYSE Group') (if 
and to the extent that NYSE Group continues to exist as a separate 
entity)'' would be deleted; and ``the U.S. Regulated Subsidiaries'' 
would be replaced with ``each Exchange.''
     In Article V, Section A.3(c), ``and'' would be added 
between (i) and (ii); the text ``NYSE Arca, Inc. (`NYSE Arca') or NYSE 
Arca Equities, Inc. (`NYSE Arca Equities') or any facility of NYSE 
Arca'' would be replaced with ``one or more Exchanges''; and the text 
``a Member (as defined below) of any Exchange'' would replace the text 
from ``an ETP Holder (as defined in the NYSE Arca Equities rules of 
NYSE Arca'' through the end of the paragraph.
     In Article V, Section A.3(d), ``and'' would be added 
between (i) and (ii); the text ``NYSE Arca or NYSE Arca Equities or any 
facility of NYSE Arca'' would be replaced with ``one or more 
Exchanges''; and the text ``a Member of any Exchange'' would replace 
the text from ``an ETP Holder'' through the end of the paragraph.
     The definition of ``Member'' would be added as new Article 
V, Section A.8, defined to ``mean a Person that is a `member' of an 
Exchange within the meaning of Section 3(a)(3)(A) of the Exchange 
Act.'' Article V, Sections A.8 and A.9 would be renumbered as Sections 
A.9 and A.10, respectively.
     In Article V, Section A.9 (which would be renumbered 
A.10), the definition of the term ``Related Person'' would be 
simplified to eliminate the Exchange-by-Exchange definition, as 
follows:
    [cir] In Section A.10(d), the text ```member organization' (as 
defined in the rules of New York Stock Exchange, as such rules may be 
in effect from time to time), any `member' (as defined in the rules of 
New York Stock Exchange, as such rules may be in effect from time to 
time)'' would be replaced with ``Member, any Person'';
    [cir] In Section A.10(e), the text ``an OTP Firm, any OTP Holder 
that is associated with such Person'' would be replaced with ``natural 
person and is a Member, any broker or dealer that is also a Member with 
which such Person is associated'';
    [cir] ``and'' would be added between Sections A.10(g) and (h); and
    [cir] Sections A.10(i) through (l) would be deleted.
     The definition of ``U.S. Regulated Subsidiary'' and ``U.S. 
Regulated Subsidiaries'' in Article V, Section A.10 would be deleted.
     In Article V, Section B.1, the term ``Exchange'' would 
replace the term ``U.S. Regulated Subsidiary.''
     In Article V, Section B.3(a), the text ``Exchange, 
Intermediate Holding Company or'' would replace the text ``U.S. 
Regulated Subsidiaries,''; the text ``ICE Holdings, NYSE Holdings or 
NYSE Group (if and to the extent that NYSE Group continues to exist as 
a separate entity)'' would be deleted; and ``each Exchange'' would 
replace ``the U.S. Regulated Subsidiaries.''
     In Article V, Section B.3(d), the text ``NYSE Arca or NYSE 
Arca Equities or any facility of NYSE Arca'' would be replaced with 
``any Exchange''; and the text ``an ETP Holder'' through the end of the 
paragraph would be replaced with ``a Member of any Exchange.''
     The word ``and'' would be added between Article V, Section 
B.3(c) and (d); and Article V, Section B.3(e) and (f) would be deleted.
Amendments
    In addition to the amendments to Article V, NYSE National proposes 
to amend Article X (Amendments) of the ICE Certificate.
    Clause (A) of Article X requires the vote of 80% of all outstanding 
shares entitled to vote in order to reduce the voting requirement set 
forth in Section 11.2(b) of the ICE Bylaws. However, Section 11.2(b) of 
the ICE Bylaws was deleted in 2015 after the sale by ICE of the 
Euronext business.\21\ Accordingly, NYSE National proposes to delete 
the requirement.
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    \21\ See Securities Exchange Act Release No. 74928 (May 12, 
2015), 80 FR 28331 (May 18, 2015) (SR-NYSE-2015-18).
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    Clause (B) of Article X currently requires that, so long as ICE 
controls any of the U.S. Regulated Subsidiaries, any proposed amendment 
or repeal of any provision of the ICE Certificate must be submitted to 
the boards of the NYSE, NYSE Market, NYSE Regulation, NYSE Arca, NYSE 
Arca Equities, and NYSE MKT for a determination as to whether such 
amendment or repeal must be filed with the Commission under Section 19 
of the Exchange Act.\22\ NYSE National proposes that, in Clause (B) of 
Article X, the text ``of the U.S. Regulated Subsidiaries'' would be 
replaced with ``Exchange''; and ``New York Stock Exchange, NYSE Market, 
NYSE Regulation, Inc., NYSE Arca, NYSE Arca Equities and NYSE MKT'' 
would be replaced with ``each Exchange.'' NYSE National believes that 
the use of ``Exchange'' is appropriate for the reasons discussed above.
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    \22\ 15 U.S.C. 78s.
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Additional Changes
    The ICE Certificate includes references to NYSE Market (DE), Inc., 
defined as ``NYSE Market,'' and NYSE Regulation, Inc. (``NYSE 
Regulation''). NYSE Market and NYSE Regulation were previously parties 
to a Delegation Agreement whereby the NYSE delegated certain regulatory 
functions to NYSE Regulation and certain market functions

[[Page 18064]]

to NYSE Market. The Delegation Agreement was terminated when the NYSE 
re-integrated its regulatory and market functions. As a result, the two 
entities ceased being regulated subsidiaries.\23\ NYSE Regulation was 
subsequently merged out of existence. The proposed changes described 
above would delete all references to NYSE Market and NYSE Regulation 
from the ICE Certificate.\24\
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    \23\ See Securities Exchange Act Release No. 75991 (September 
28, 2015), 80 FR 59837 (October 2, 2015 (SR-NYSE-2015-27).
    \24\ See ICE Certificate Article V, Sections A.3(c)(iii) and 
(d)(iii) and Section B.3(e), and Article X, clause (B).
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    Finally, conforming changes would be made to the title, recitals 
and signature line of the ICE Certificate.
ICE Bylaws
    The Exchange proposes to make certain amendments to the ICE Bylaws 
to correspond to the proposed amendments to the ICE Certificate. In 
addition, the Exchange proposes to amend the ICE Bylaws to make certain 
changes relating to the location of stockholder meetings, quorum 
requirements, and requirements applicable to persons entitled to 
nominate directors or make proposals at a meeting of ICE's 
stockholders. Finally, it proposes to replace obsolete references to 
the Vice Chair with references to the lead independent director.
Changes Corresponding to the Proposed Amendments to the ICE Certificate
    The Exchange proposes to make changes to the ICE Bylaws 
corresponding to the proposed amendments to the ICE Certificate, as 
described above.
    First, NYSE National proposes to use ``Exchanges'' in place of 
``U.S. Regulated Subsidiaries,'' as in the proposed changes to the ICE 
Certificate. Accordingly, it proposes to make the following changes:
     The definition of ``U.S. Regulated Subsidiary'' in Section 
3.15 would be deleted and replaced with a definition of ``Exchange'' 
that is the same as the definition in the proposed amended ICE 
Certificate.
     In Section 3.14(a)(2), the text ``U.S. Regulated 
Subsidiaries, NYSE Group, Inc. (``NYSE Group'') (if and to the extent 
that NYSE Group continues to exist as a separate entity), NYSE Holdings 
LLC (``NYSE Holdings''), Intercontinental Exchange Holdings, Inc. (`ICE 
Holdings')'' would be replaced with ``Exchanges, any entity controlled 
by the Corporation that is not itself an Exchange but that directly or 
indirectly controls an Exchange (each such controlling entity, an 
`Intermediate Holding Company')''; and the text ``U.S. Regulated 
Subsidiaries, NYSE Group (if and to the extent that NYSE Group 
continues to exist as a separate entity), NYSE Holdings, ICE Holdings'' 
would be replaced with ``Exchanges, Intermediate Holding Companies.''
     In Section 3.14(b)(3), the text ``the U.S. Regulated 
Subsidiaries'' and ``their'' would be replaced with ``each Exchange'' 
and ``its,'' respectively.
     In Article VII, ``the U.S. Regulated Subsidiaries'' would 
be replaced with ``any Exchange.''
     In Sections 3.14(a)(1), 8.1, 8.2, 8.3(b), 8.4, 9.1, 9.2, 
9.3 and 11.3, the text ``U.S. Regulated Subsidiary'' and ``of the U.S. 
Regulated Subsidiaries'' would be replaced with ``Exchange'' and the 
text ``U.S. Regulated Subsidiaries'' would be replaced with 
``Exchanges.''
     In Sections 8.2(b), 8.4, 9.1, and 9.3, the text ``the U.S. 
Regulated Subsidiaries'' and ``U.S. Regulated Subsidiaries'' would be 
replaced with ``an Exchange.''
     In Section 9.3, the text ``the U.S. Regulated 
Subsidiaries'' would be replaced with ``each Exchange''; ``U.S. 
Regulated Subsidiary's'' would be replaced with ``Exchange's''; and 
``their respective'' would be replaced with ``its.''
     In Section 8.1, the text ``New York Stock Exchange LLC, 
NYSE Arca, Inc., NYSE Arca Equities, Inc., NYSE MKT LLC and NYSE 
National, Inc. or their successors'' would be replaced with ``any 
Exchange.'' Similarly, in Section 11.3, the text ``New York Stock 
Exchange LLC, NYSE Arca, Inc., NYSE Arca Equities, Inc., NYSE MKT LLC 
and NYSE National, Inc. or the boards of directors of their 
successors'' would be replaced with ``each Exchange.''
     In Sections 8.1 and 8.2, the defined term ``U.S. 
Subsidiaries' Confidential Information'' would be replaced with 
``Exchange Confidential Information,'' with the same meaning except 
limited to Exchanges.
     In Section 8.3(b), the text ``U.S. Regulated Subsidiary or 
any other U.S. Regulated Subsidiary over which such U.S. Regulated 
Subsidiary has regulatory authority or oversight'' would be replaced 
with ``Exchange.'' The proposed change would remove the current 
provision that allows any U.S. Regulated Subsidiary to inspect the 
books and records of another U.S. Regulated Subsidiary over which the 
first has regulatory authority or oversight. As a result, the ICE 
Bylaws would no longer provide that NYSE Arca may inspect the books and 
records of NYSE Arca Equities or NYSE Arca, LLC. However, the proposed 
change would have no substantive effect, because NYSE Arca would retain 
its authority pursuant to NYSE Arca Equities Rules 14.1 and 14.3.\25\ 
The national securities exchanges NYSE, NYSE MKT, NYSE Arca and NYSE 
National do not have regulatory authority or oversight over each other.
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    \25\ NYSE Arca Equities Rule 14.1(b) provides, among other 
things, that the books and records of NYSE Arca Equities are subject 
to the oversight of the NYSE Arca pursuant to the Act, and that the 
books and records of NYSE Arca Equities shall be subject at all 
times to inspection and copying by NYSE Arca. NYSE Arca Equities 
Rule 14.3(a) provides, among other things, that the books and 
records of NYSE Arca, LLC are deemed to be the books and records of 
NYSE Arca and NYSE Arca Equities for purposes of and subject to 
oversight pursuant to the Exchange Act. See also CBOE Holdings, Inc. 
Certificate of Incorporation, Article Fifteenth (providing that the 
books and records of a Regulated Securities Exchange Subsidiary 
shall be subject at all times to inspection by such subsidiary).
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    Article XII of the ICE Bylaws was added in connection with the 
acquisition of NYSE National, previously National Stock Exchange, Inc., 
in 2016.\26\ The Exchange proposes to delete Article XII of the ICE 
Bylaws in its entirety. Because the substance of Article XII would be 
addressed by the proposed amendments to the ICE Certificate, Article 
XII would no longer be necessary. Specifically,
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    \26\ See Securities Exchange Act Releases No. 79902 (January 30, 
2017) 82 FR 9258 (February 3, 2017) (SR-NSX-2016-16); and 79901 
(January 30, 2017), 82 FR 9251 (February 3, 2017) (SR-NYSE-2016-90, 
SR-NYSEArca2016-167, SR-NYSEMKT-2016-122).
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     the substance of Section 12.1(a)(1) of the ICE Bylaws 
would be addressed in revised Article V, Section A.3.(c)(ii) of the ICE 
Certificate;
     the substance of Section 12.1(a)(2) of the ICE Bylaws 
would be addressed in revised Article V, Section A.3.(d)(ii) of the ICE 
Certificate;
     the substance of Section 12.1(b) of the ICE Bylaws would 
be addressed in revised Article V, Section B.3.(d) of the ICE 
Certificate; and
     the substance of Section 12.2 of the ICE Bylaws would be 
addressed in revised Article X(B) of the ICE Certificate.
Meetings of Stockholders
    In addition to the proposed changes corresponding to the proposed 
amendments to the ICE Certificate, the Exchange proposes to amend 
several sections of Article II (Meetings of Stockholders).
    The Exchange proposes to simplify Section 2.1 of the ICE Bylaws, 
which relates to the location of stockholder meetings. The revised 
provision would provide that, as is true now, the

[[Page 18065]]

location, if any, as well as the decision to hold a stockholder meeting 
solely by remote communication, would be determined by the Board of 
Directors and stated in the notice of meeting. The proposed changes are 
as follow:
     The first sentence would be revised to remove the text 
``for the election of directors'', ``in the City of Atlanta, State of 
Georgia,'' and ``as may be fixed from time to time by the Board of 
Directors, or at such other place.'' The text ``as shall be designated 
from time to time by the Board of Directors and stated in the notice of 
the meeting.'' would be deleted and ``or may'' would be added in its 
place. The second sentence would be deleted in its entirety.
     In the third sentence, the text ``The Board of Directors 
may, in its sole discretion, determine that any meeting of stockholders 
shall'' and ``as authorized by law'' would be deleted. The word 
``solely'' would be added after ``instead be held'' and the text ``, in 
each case as may be designated by the Board of Directors from time to 
time and stated in the notice of meeting'' added to the end of the 
sentence.
    Section 2.7 relates to the quorum for stockholder meetings. The 
Exchange proposes to conform the quorum requirements in the ICE Bylaws 
to those in the ICE Certificate. To do so, it proposes to delete the 
first three sentences of Section 2.7 and replace it with the sentence 
``Section B of Article IX of the certificate of incorporation sets 
forth the requirements for establishing a quorum at meetings of 
stockholders of the Corporation.''
    Section 2.13(b) sets forth the advance notice requirements for 
stockholder proposals. The Exchange proposes to make the following 
changes to Section 2.13(b).
     In addition to stockholders of record, the ICE Bylaws 
permit certain beneficial holders (defined as ``Nominee Holders'') to 
nominate directors or bring other matters for consideration before the 
Board of Directors meeting. The Exchange proposes to make simplifying 
wording changes in clause (iii) of the first sentence of Section 
2.13(b), as follows:
    [cir] In clause (x), the text ``stockholder that holds of record 
stock of the Corporation'' would be amended so that it read [sic] 
``stockholder of record.''
    [cir] In clause (y), the following text would be deleted: ``holds 
such''; ```street name'''; ``of such stock and can demonstrate to''; 
``indirect''; ``of, and such Nominee Holder's''; and the comma before 
``such stock on such matter.'' The revised clause would read as 
follows: ``is a person (a `Nominee Holder') that beneficially owns 
stock of the Corporation through a nominee or other holder of record 
and provides the Corporation with proof of such beneficial ownership, 
including the entitlement to vote such stock on such matter.''
    [cir] In the current third and fourth sentences of Section 2.13(b), 
the term ``indirect ownership'' would be changed to ``beneficial 
ownership'' for consistency.
     The Exchange proposes to add a new defined term, 
``Proponent,'' to capture both stockholders and Nominee Holders. 
Accordingly:
    [cir] A new sentence would be added to Section 2.13(b)(iii) between 
the first and second sentences, stating that ``Stockholders and Nominee 
Holders who bring matters before the annual meeting pursuant to Section 
2.13(b)(iii) are hereinafter referred to as `Proponents'.''
    [cir] Throughout Section 2.13(b), ``stockholder,'' ``stockholders'' 
and ``stockholder's'' would be replaced with ``Proponent,'' 
``Proponents'' and ``Proponent's,'' respectively.
    [cir] Throughout Section 2.13(b), ``Proponent'' would replace the 
phrases ``stockholder or beneficial owner,'' ``stockholder, by such 
beneficial owner,'' ``stockholder, such beneficial owner,'' 
``stockholder and by such beneficial owner, if any,'' and ``stockholder 
or any beneficial owner on whose behalf a nomination or nominations are 
being made or business or matter is being proposed.'' The word 
``Proponent's'' would replace the phrase ``stockholder's or such 
beneficial owner's.''
     Presently, the requirement for disclosing share ownership 
appears three times: in the current third sentence, which sets forth 
the provisions for stockholder notices relating to director 
nominations, the current fourth sentence, which sets forth the 
provisions for stockholder notices relating to other matters, and the 
current fifth sentence, which sets forth the information that a 
shareholder must include in any stockholder notice. Rather than keep 
the duplication, Exchange proposes to remove the requirement from the 
third and fourth sentences and retain the requirement in clause (i) of 
the fifth sentence. Accordingly, the text ``, the number and class of 
all shares of each class of stock of the Corporation owned of record 
and beneficially by such stockholder'' would be deleted from the 
current third and fourth sentences.
     In the current fourth sentence, the requirement that a 
stockholder notice include information regarding any material interest 
in the matter proposed ``(other than as a stockholder)'' would be 
clarified by adding ``or beneficial owner of stock'' after 
``stockholder'' within the parenthetical, because a Proponent who is a 
nominee holder is not a stockholder.
     In clause (i) of the current fifth sentence, the text 
``such Proponent or'' would be added before ``any Associated Person.''
     Clause (i) of the current sixth sentence sets forth the 
meaning of ``Associated Person.'' The Exchange proposes to narrow the 
text to eliminate all beneficial owners of stock held of record or 
beneficially by the Proponent from the definition, and instead to cover 
only those beneficial owners on whose behalf the stockholder notice is 
being delivered. Accordingly, the Exchange proposes to replace the text 
``stockholder or any beneficial owner on whose behalf a nomination or 
nominations are being made or business or matter is being proposed,'' 
with ``Proponent'' and, in clause (i)(x), replace the text ``owned of 
record or beneficially by such stockholder or by such beneficial 
owner'' with ``on whose behalf such Proponent is delivering a 
Stockholder Notice.''
Additional Proposed Changes
    In addition to the changes proposed above, the Exchange proposes to 
amend several additional sections of the ICE Bylaws.
    The ICE Bylaws refer to a ``Vice Chairman of the Board.'' However, 
the Board of Directors of ICE has not had a Vice Chairman since the 
sale of the Euronext business in 2014. Accordingly, in Sections 2.9, 
3.6(b) and 3.8, the Exchange proposes to replace ``Vice Chairman of the 
Board'' with ``lead independent director.'' As a result, the lead 
independent director would preside over meetings of stockholders in the 
absence of the Chairman of the Board (Section 2.9), have the authority 
to call a special meeting of the Board of Directors (Section 3.6(b)) 
and would preside over meetings of the Board of Directors in the 
absence of the Chairman of the Board (Section 3.8).
    In Section 3.12, relating to the conduct of meetings of committees 
of the Board of Directors of ICE, a reference to ``Article II of these 
Bylaws'' would be corrected to read ``this Article III of these 
Bylaws.''
    Section 3.14 sets forth considerations directors must take into 
account in discharging their responsibilities as members of the board 
of directors. The Exchange proposes to amend the last sentence of 
Section 3.14(c), which limits claims against directors, officers and 
employees of ICE and against ICE. The

[[Page 18066]]

revised text would be expanded in scope to apply to any ``past or 
present stockholder, employee, beneficiary, agent, customer, creditor, 
community or regulatory authority or member thereof or other person or 
entity,'' and to protect agents of ICE as well as directors, officers 
and employees. These changes would conform the provision to the 
analogous statement in the governing documents of other holding 
companies of national securities exchanges, which are substantially 
similar.\27\
---------------------------------------------------------------------------

    \27\ See Amended and Restated Bylaws of Bats Global Markets, 
Inc., Article XII, Section 12.01; Amended and Restated Limited 
Liability Company Agreement of BOX Holdings Group LLC, Article 4, 
Section 4.12; Bylaws of IEX Group, Inc., Section 34; and Amended and 
Restated Bylaws of Miami International Holdings, Inc., Article VII, 
Section 1.
---------------------------------------------------------------------------

    Finally, conforming changes would be made to the title and date of 
the ICE Bylaws.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \28\ in general, and with Section 
6(b)(1) \29\ 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.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b).
    \29\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    In particular, the Exchange believes that the proposed amendments 
to replace references to the U.S. Regulated Subsidiaries and to the 
NYSE, NYSE MKT, NYSE Arca, NYSE Arca Equities and NYSE Arca, LLC with 
references to an ``Exchange'' or the ``Exchanges,'' as appropriate, 
would contribute to the orderly operation of the Exchange by adding 
clarity and transparency to the Exchange's rules by eliminating 
references to entities that are not national securities exchanges in 
the ICE Certificate and ICE Bylaws. The Exchange Act definition of 
``exchange'' states that ``exchange'' ``includes the market place and 
the market facilities maintained by such exchange.'' \30\ Accordingly, 
all market places and market facilities maintained by an Exchange would 
fall within the definition of Exchange and therefore would fall within 
the scope of the ICE Certificate and ICE Bylaws. The Exchange notes 
that the proposed change would align Article V of the ICE Certificate 
with voting and ownership concentration limits in the certificates of 
incorporation of other publicly traded companies that own one or more 
national securities exchanges, which do not include references to 
subsidiaries other than national securities exchanges.\31\ NYSE Arca, 
as the national securities exchange, would retain the regulatory and 
self-regulatory responsibility for the NYSE Arca options and equities 
markets.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78c(a)(1).
    \31\ See note 11, supra.
---------------------------------------------------------------------------

    Similarly, as a result of the proposed use of ``Exchanges'' instead 
of ``U.S. Regulated Subsidiaries,'' ICE Bylaws Section 8.3 would no 
longer provide that any U.S. Regulated Subsidiary is authorized to 
inspect the books and records of another U.S. Regulated Subsidiary over 
which the first has regulatory authority or oversight, adding further 
clarity and transparency to the Exchange's rules.\32\
---------------------------------------------------------------------------

    \32\ As noted above, the ICE Bylaws would no longer provide that 
NYSE Arca may inspect the books and records of NYSE Arca Equities or 
NYSE Arca, LLC. However, the proposed change would have no 
substantive effect, because NYSE Arca would retain its authority 
pursuant to NYSE Arca Equities Rules 14.1 and 14.3. NYSE, NYSE MKT, 
NYSE Arca and NYSE National do not have regulatory authority or 
oversight over each other, and so the proposed change would have no 
effect on those entities' rights.
---------------------------------------------------------------------------

    Further, the proposed use of the defined term ``Member'' in place 
of the lists of categories of members and permit holders in Article V 
of the ICE Certificate would simplify the provisions without 
substantive change, thereby further adding clarity and transparency to 
the Exchange's rules and aligning the provision in the ICE Certificate 
with the voting and ownership concentration limits in the certificates 
of incorporation of other publicly traded companies that own one or 
more national securities exchanges, which use a similar description of 
membership.\33\ Similarly, the proposed use of the defined term 
``Intermediate Holding Company'' in place of the list of intermediate 
holding companies in Article V of the ICE Certificate and Section 3.14 
of the ICE Bylaws would simplify the provisions without substantive 
change, thereby further adding clarity and transparency to the 
Exchange's rules.
---------------------------------------------------------------------------

    \33\ See note 20, supra.
---------------------------------------------------------------------------

    For similar reasons, the Exchange also believes that this filing 
furthers the objectives of Section 6(b)(5) of the Exchange Act \34\ 
because the proposed rule change would be consistent with and would 
create 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.
---------------------------------------------------------------------------

    \34\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Specifically, the proposed amendments (1) replacing references to 
the U.S. Regulated Subsidiaries and to the NYSE, NYSE MKT, NYSE Arca, 
NYSE Arca Equities and NYSE Arca, LLC with references to an 
``Exchange'' or the ``Exchanges,'' as appropriate; (2) using ``Member'' 
in place of the lists of categories of members and permit holders in 
Article V of the ICE Certificate; (3) using ``Intermediate Holding 
Company'' in place of the list of intermediate holding companies in 
Article V of the ICE Certificate and Section 3.14 of the ICE Bylaws; 
and (4) removing the ability of a U.S. Regulated Subsidiary to inspect 
the books and records of other U.S. Regulated Subsidiaries in ICE 
Bylaws Section 8.3 would remove impediments to and perfect the 
mechanism of a free and open market by simplifying and streamlining the 
Exchange's rules, thereby ensuring that persons subject to the 
Exchange's jurisdiction, regulators, and the investing public can more 
easily navigate and understand the ICE governing documents.
    The Exchange believes that the proposed amendments to the last 
sentence of Section 3.14(c) of the ICE Bylaws, which limits claims 
against directors, officers and employees of ICE and against ICE, would 
remove impediments to, and perfect the mechanism of a free and open 
market and a national market system and, in general, protect investors 
and the public interest because the proposed changes would conform the 
provision to the analogous statement in the governing documents of 
other holding companies of national securities exchanges, which are 
substantially similar.\35\
---------------------------------------------------------------------------

    \35\ See Amended and Restated Bylaws of Bats Global Markets, 
Inc., Article XII, Section 12.01; Amended and Restated Limited 
Liability Company Agreement of BOX Holdings Group LLC, Article 4, 
Section 4.12; Bylaws of IEX Group, Inc., Section 34; and Amended and 
Restated Bylaws of Miami International Holdings, Inc., Article VII, 
Section 1.
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendments to remove 
references to NYSE Market, NYSE Regulation and the Vice Chairman and to 
remove the cross reference to Section 11.2(b) of the ICE Bylaws from 
Article X of the ICE Certificate would remove impediments to, and 
perfect the

[[Page 18067]]

mechanism of a free and open market and a national market system and, 
in general, protect investors and the public interest because the 
changes would eliminate obsolete references, thereby reducing potential 
confusion. Market participants and investors would not be harmed and in 
fact could benefit from the increased clarity and transparency in the 
ICE Certificate and ICE Bylaws. Such increased clarity and transparency 
would ensure that persons subject to the Exchange's jurisdiction, 
regulators, and the investing public can more easily navigate and 
understand the ICE governing documents.
    The Exchange believes that the proposed amendments to Article II of 
the ICE Bylaws, regarding meetings of stockholders, would also remove 
impediments to, and perfect the mechanism of a free and open market and 
a national market system and, in general, protect investors and the 
public interest because the changes would increase the clarity of the 
relevant sections of Article II, thereby reducing potential confusion. 
Market participants and investors would not be harmed and in fact could 
benefit from the increased clarity and transparency regarding the 
location of stockholder meetings and advance notice requirements, and 
the conformance of the quorum requirements with those in the ICE 
Certificate, and so would more easily navigate and understand the ICE 
Bylaws.

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 designed to address any competitive issue but rather 
update and streamline the ICE Certificate and Bylaws, delete obsolete 
or unnecessary references and make other simplifying or clarifying 
changes to the ICE governing documents. The Exchange believes that the 
proposed rule change will serve to promote clarity and consistency, 
thereby reducing burdens on the marketplace and facilitating investor 
protection. The proposed rule change would result in no concentration 
or other changes of ownership of exchanges.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as modified by Amendment No. 1, 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-NYSENAT-2017-01 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-NYSENAT-2017-01. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSENAT-2017-01 and should 
be submitted on or before May 5, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\36\
---------------------------------------------------------------------------

    \36\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
 Assistant Secretary.
[FR Doc. 2017-07530 Filed 4-13-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                  Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                           18061

                                                case of an option, its strike price, (c) the                For the foregoing reasons, the                      as modified by Amendment No. 1, from
                                                value of each Oil Interest (in U.S.                      Commission finds that the proposed                     interested persons.
                                                dollars), (d) the type (including                        rule change, as modified by
                                                                                                                                                                I. Self-Regulatory Organization’s
                                                maturity, ticker symbol, or other                        Amendments No. 2 and No. 3 thereto,
                                                                                                                                                                Statement of the Terms of Substance of
                                                identifier) and value of each Treasury                   is consistent with Section 6(b)(5) of the
                                                                                                                                                                the Proposed Rule Change
                                                security and cash equivalent; and (e) the                Act 28 and the rules and regulations
                                                amount of cash held in each Fund’s                       thereunder applicable to a national                       The Exchange proposes to amend the
                                                portfolio.                                               securities exchange.                                   certificate of incorporation and bylaws
                                                  (7) Not more than 10% of the net                                                                              of its ultimate parent company,
                                                assets of a Fund in the aggregate                        IV. Conclusion                                         Intercontinental Exchange, Inc. (‘‘ICE’’),
                                                invested in futures contracts shall                        It is therefore ordered, pursuant to                 to (1) update and streamline references
                                                consist of futures contracts whose                       Section 19(b)(2) of the Exchange Act,29                to ICE subsidiaries that either are or
                                                principal market is not a member of the                  that the proposed rule change (SR–                     control national securities exchanges
                                                ISG or is a market with which the                        NYSEArca–2016–173), as modified by                     and delete references to other
                                                Exchange does not have a CSSA.                           Amendments No. 2 and No. 3 thereto,                    subsidiaries of ICE; (2) eliminate an
                                                  (8) Web site disclosure of each Fund’s                                                                        obsolete cross-reference in ICE’s
                                                                                                         be, and it hereby is, approved.
                                                daily holdings will occur at the same                                                                           certificate of incorporation to its bylaws
                                                time as the disclosure by the Trust of                     For the Commission, by the Division of               and make a technical correction to a
                                                the daily holdings to Authorized                         Trading and Markets, pursuant to delegated
                                                                                                         authority.30
                                                                                                                                                                cross-reference within the bylaws; (3)
                                                Participants so that all market                                                                                 make certain simplifying or clarifying
                                                participants are provided daily holdings                 Eduardo A. Aleman,
                                                                                                                                                                changes in ICE’s bylaws relating to the
                                                information at the same time.26                          Assistant Secretary.                                   location of stockholder meetings,
                                                  (9) A minimum of 100,000 Shares of                     [FR Doc. 2017–07598 Filed 4–13–17; 8:45 am]            quorum requirements, and requirements
                                                each Fund will be outstanding at the                     BILLING CODE 8011–01–P                                 applicable to persons entitled to
                                                commencement of trading on the                                                                                  nominate directors or make proposals at
                                                Exchange.                                                                                                       a meeting of ICE’s stockholders; and (4)
                                                  (10) All statements and                                SECURITIES AND EXCHANGE                                replace obsolete references in the
                                                representations made in the filing                       COMMISSION                                             bylaws to the Vice Chair with references
                                                regarding (a) the description of the                                                                            to the lead independent director. The
                                                portfolios of the Funds, (b) limitations                 [Release No. 34–80417; File No. SR–                    proposed rule change is available on the
                                                on portfolio holdings or reference assets,               NYSENAT–2017–01]                                       Exchange’s Web site at www.nyse.com,
                                                or (c) applicability of Exchange listing                                                                        at the principal office of the Exchange,
                                                rules specified in this filing shall                     Self-Regulatory Organizations; NYSE                    and at the Commission’s Public
                                                constitute continued listing                             National, Inc.; Notice of Filing of                    Reference Room.
                                                requirements for listing the Shares on                   Proposed Rule Change, as Modified by
                                                the Exchange.                                            Amendment No. 1 Thereto, Amending                      II. Self-Regulatory Organization’s
                                                  (11) The issuer has represented to the                 the Certificate of Incorporation and                   Statement of the Purpose of, and
                                                Exchange that it will advise the                         Bylaws of Its Ultimate Parent                          Statutory Basis for, the Proposed Rule
                                                Exchange of any failure by a Fund to                     Company, Intercontinental Exchange,                    Change
                                                comply with the continued listing                        Inc.                                                     In its filing with the Commission, the
                                                requirements.                                                                                                   self-regulatory organization included
                                                  (12) Pursuant to its obligations under                 April 10, 2017.
                                                                                                                                                                statements concerning the purpose of,
                                                Section 19(g)(1) of the Act, the Exchange                   Pursuant to Section 19(b)(1) 1 of the               and basis for, the proposed rule change
                                                will monitor for compliance with the                     Securities Exchange Act of 1934 (the                   and discussed any comments it received
                                                continued listing requirements.27                        ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                  (13) If a Fund is not in compliance                                                                           on the proposed rule change. The text
                                                                                                         notice is hereby given that, on March                  of those statements may be examined at
                                                with the applicable listing requirements,                28, 2017, NYSE National, Inc. (the
                                                the Exchange will commence delisting                                                                            the places specified in Item IV below.
                                                                                                         ‘‘Exchange’’ or ‘‘NYSE National’’) filed               The Exchange has prepared summaries,
                                                procedures under NYSE Arca Equities                      with the Securities and Exchange
                                                Rule 5.5(m).                                                                                                    set forth in sections A, B, and C below,
                                                                                                         Commission (the ‘‘Commission’’) the                    of the most significant parts of such
                                                  This approval order is based on all of                 proposed rule change as described in
                                                the Exchange’s statements and                                                                                   statements.
                                                                                                         Items I, II, and III below, which Items
                                                representations, including those set                     have been prepared by the self-                        A. Self-Regulatory Organization’s
                                                forth above and in Amendments No. 2                      regulatory organization. On April 6,                   Statement of the Purpose of, and the
                                                and No. 3.                                               2017, the Exchange filed Amendment                     Statutory Basis for, the Proposed Rule
                                                                                                         No. 1 to the proposal.4 The Commission                 Change
                                                  26 See  Amendment No. 3, supra note 8.
                                                  27 The
                                                                                                         is publishing this notice to solicit                   1. Purpose
                                                          Commission notes that certain other
                                                proposals for the listing and trading of exchange        comments on the proposed rule change,
                                                traded products include a representation that the
                                                                                                                                                                  The Exchange proposes to amend
                                                listing exchange will ‘‘surveil’’ for compliance with      28 15  U.S.C. 78f(b)(5).
                                                                                                                                                                ICE’s Third Amended and Restated
                                                the continued listing requirements. See, e.g.,             29 15  U.S.C. 78s(b)(2).                             Certificate of Incorporation (the ‘‘ICE
                                                Securities Exchange Act Release No. 77499 (April                                                                Certificate’’) and Seventh Amended and
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                            30 17 CFR 200.30–3(a)(12).
                                                1, 2016), 81 FR 20428 (April 7, 2016) (SR–BATS–
                                                2016–04). In the context of this representation, it is
                                                                                                            1 15 U.S.C. 78s(b)(1).                              Restated Bylaws (the ‘‘ICE Bylaws’’) to
                                                the Commission’s view that ‘‘monitor’’ and
                                                                                                            2 15 U.S.C. 78a.                                    (1) update and streamline references to
                                                ‘‘surveil’’ both mean ongoing oversight of the              3 17 CFR 240.19b–4.
                                                                                                                                                                ICE subsidiaries that either are or
                                                Fund’s compliance with the continued listing                4 Amendment No. 1 clarifies that ICE is a public
                                                                                                                                                                control national securities exchanges
                                                requirements. Therefore, the Commission does not         company listed on the NYSE and that the word
                                                view ‘‘monitor’’ as a more or less stringent             ‘‘indirect’’ is proposed to be deleted from clause
                                                                                                                                                                and delete references to other
                                                obligation than ‘‘surveil’’ with respect to the          (iii)(y) of the first sentence of Section 2.13(b) of   subsidiaries of ICE; (2) eliminate an
                                                continued listing requirements.                          ICE’s bylaws.                                          obsolete cross-reference in the ICE


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                                                18062                            Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices

                                                Certificate to the ICE Bylaws and make                     Article V of the ICE Certificate also                   As noted above, Article V of the ICE
                                                a technical correction to a cross-                      authorizes ICE’s Board of Directors to                   Certificate authorizes ICE’s Board of
                                                reference within the ICE Bylaws; (3)                    grant exceptions to the voting and                       Directors to grant exceptions to the
                                                make certain simplifying or clarifying                  ownership concentration limitations if                   voting and ownership concentration
                                                changes in the ICE Bylaws relating to                   the Board of Directors makes certain                     limitations if it makes certain
                                                the location of stockholder meetings,                   determinations. Those include                            determinations. Such determinations
                                                quorum requirements, and requirements                   determinations that such an exception                    include that the proposed exception
                                                applicable to persons entitled to                       would not impair the ability of ICE, the                 would not impair the ability of ICE
                                                nominate directors or make proposals at                 U.S. Regulated Subsidiaries, ICE                         Holdings, NYSE Holdings and NYSE
                                                a meeting of ICE’s stockholders; and (4)                Holdings, NYSE Holdings, and NYSE                        Group to perform their respective
                                                replace obsolete references in the ICE                  Group to perform their respective                        responsibilities under the Exchange Act
                                                Bylaws to the Vice Chair with references                responsibilities under the Exchange Act                  and the rules and regulations
                                                to the lead independent director.                       and the rules and regulations                            thereunder.12 NYSE National proposes
                                                   ICE owns 100% of the equity interest                 thereunder, and that such an exception                   to amend Article V to replace the
                                                in Intercontinental Exchange Holdings,                  is otherwise in the best interests of ICE,               references to ICE Holdings, NYSE
                                                Inc. (‘‘ICE Holdings’’), which in turn                  its stockholders and the U.S. Regulated                  Holdings and NYSE Group with the
                                                owns 100% of the equity interest in                     Subsidiaries.                                            defined term ‘‘Intermediate Holding
                                                NYSE Holdings LLC (‘‘NYSE                                  NYSE National proposes to amend                       Companies.’’
                                                Holdings’’). NYSE Holdings owns 100%                    Article V to replace references to the                     Finally, Article V includes lengthy
                                                of the equity interest of NYSE Group,                   U.S. Regulated Subsidiaries with                         provisions listing the different
                                                Inc. (‘‘NYSE Group’’), which in turn                    references to the ‘‘Exchanges.’’ An                      categories of members and permit
                                                directly owns 100% of the equity                        ‘‘Exchange’’ would be defined as a                       holders of each of the NYSE, NYSE
                                                interest of the Exchange and its national               national securities exchange registered                  MKT and NYSE Arca.13 NYSE National
                                                securities exchange affiliates, the New                 under Section 6 of the Exchange Act 7                    proposes to use a new defined term,
                                                York Stock Exchange LLC (‘‘NYSE’’),                     that is directly or indirectly controlled                ‘‘Member,’’ to mean a person that is a
                                                NYSE Arca, Inc. (‘‘NYSE Arca’’), and                    by ICE.8 Accordingly, Article V would                    ‘‘member’’ of an Exchange within the
                                                NYSE MKT LLC (‘‘NYSE MKT’’).5                           no longer include references to NYSE                     meaning of Section 3(a)(3)(A) of the
                                                                                                        Arca, LLC or NYSE Arca Equities. NYSE                    Exchange Act.14 NYSE National believes
                                                ICE Certificate                                         National believes omitting such entities                 that using ‘‘Member’’ in place of the list
                                                  The Exchange proposes to amend the                    is appropriate because the Exchange Act                  of categories of members and permit
                                                limitations on voting and ownership in                  definition of ‘‘exchange’’ states that                   holders would simplify the provisions
                                                Article V of the ICE Certificate to update              ‘‘exchange’’ ‘‘includes the market place                 and avoid Exchange-by-Exchange
                                                and streamline references to ICE                        and the market facilities maintained by                  descriptions without substantive
                                                subsidiaries that are national securities               such exchange.’’ 9 In addition, NYSE                     change. Each of the categories listed—an
                                                exchanges or that control national                      Arca, as the national securities                         ETP Holder of NYSE Arca Equities (as
                                                securities exchanges, as well as to delete              exchange, has the regulatory and self-                   defined in the NYSE Arca Equities rules
                                                references to other subsidiaries of ICE.                regulatory responsibility for the NYSE                   of NYSE Arca); an OTP Holder or OTP
                                                In addition, it proposes to revise the                  Arca options and equities markets.10                     Firm of NYSE Arca (each as defined in
                                                amendment provision in Article X of the                 Moreover, the proposed change would                      the rules of NYSE Arca); a ‘‘member’’ or
                                                ICE Certificate to remove an obsolete                   align Article V with voting and                          ‘‘member organization’’ of NYSE (as
                                                reference.                                              ownership concentration limits in the                    defined in the rules of the NYSE) and
                                                                                                        certificates of incorporation of other                   NYSE MKT 15—is a ‘‘member’’ of an
                                                Limitations on Voting and Ownership                     publicly traded companies that own one                   exchange within the meaning of Section
                                                  Article V of the ICE Certificate                      or more national securities exchanges,                   3(a)(3)(A) of the Exchange Act.16
                                                establishes voting limitations and                      which do not include references to                         More specifically, the revised ICE
                                                ownership concentration limitations on                  subsidiaries other than national                         Certificate would require, in the case of
                                                owners of ICE common stock above                        securities exchanges.11                                  a person seeking approval to exercise
                                                certain thresholds for so long as ICE                                                                            voting rights in excess of 20% of the
                                                owns any U.S. Regulated Subsidiary. By                  is a subsidiary of NYSE Group, and NYSE Arca             outstanding votes, that neither such
                                                                                                        Equities is a subsidiary of NYSE Arca.
                                                reference to the ICE Bylaws, ‘‘U.S.                        7 15 U.S.C. 78f.
                                                                                                                                                                 person nor any of its related persons be
                                                Regulated Subsidiaries’’ is defined to                     8 See proposed Fourth Amended and Restated
                                                                                                                                                                 a Member of an Exchange, instead of
                                                mean the four national securities                       Certificate of Incorporation of Intercontinental         referring to the different categories of
                                                exchanges owned by ICE (the Exchange,                   Exchange, Inc. (‘‘Proposed ICE Certificate’’), Article   membership recognized by each
                                                NYSE, NYSE Arca, and NYSE MKT),                         V, Section A.3(a).                                       Exchange.17 Similarly, the conditions
                                                                                                           9 15 U.S.C. 78c(a)(1).
                                                NYSE Arca, LLC, and NYSE Arca                                                                                    relating to a person seeking approval to
                                                                                                           10 See NYSE Arca Equities Rule 3.4 (‘‘The NYSE
                                                Equities, Inc. (‘‘NYSE Arca Equities’’),                Arca, Inc. (‘NYSE Arca Parent’), as a self-regulatory
                                                                                                                                                                 exceed the ownership concentration
                                                or their successors, in each case to the                organization registered with the Securities and          limitation would be rephrased in the
                                                extent that such entities continue to be                Exchange Commission pursuant to Section 6 of the         same way.18 Use of ‘‘Member’’ would
                                                controlled, directly or indirectly, by                  Exchange Act, shall have ultimate responsibility in
                                                                                                        the administration and enforcement of rules                12 ICE Certificate, Article V, Sections A.3(a)(i) and
                                                ICE.6                                                   governing the operation of its subsidiary, NYSE          B.3(a)(i).
                                                                                                        Arca Equities, Inc. (‘Corporation’)’’). See also NYSE
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                                                                                                                                                                   13 See ICE Certificate, Article V, Section A.3(c)(ii)
                                                  5 ICE is a publicly traded company listed on the      Arca Equities Rule 14.1.
                                                                                                                                                                 and (d)(ii) and Section A.9.
                                                NYSE. The Exchange’s affiliates NYSE, NYSE MKT,            11 See Second Amended and Restated Certificate
                                                                                                                                                                   14 15 U.S.C. 78c(a)(3)(A).
                                                and NYSE Arca have each submitted substantially         of Incorporation of CBOE Holdings, Inc. (‘‘CBOE            15 See id.
                                                the same proposed rule change to propose the            Certificate’’), Article Sixth, Sections (a)(ii)(A) and
                                                                                                                                                                   16 15 U.S.C. 78c(a)(3)(A).
                                                changes described herein. See SR–NYSE–2017–13,          (b)(ii)(A) (referencing ‘‘Regulated Securities
                                                SR–NYSEMKT–2017–17, and SR–NYSEArca–2017–               Exchange Subsidiaries’’); and Amended and                  17 See Proposed ICE Certificate, Article V, Section

                                                29.                                                     Restated Certificate of Incorporation of Bats Global     A.3(c)(ii) and (d)(ii).
                                                  6 ICE Certificate, Article V, Section A.10; ICE       Markets, Inc. (‘‘Bats Certificate’’), Article Fifth,       18 See Proposed ICE Certificate, Article V, Section

                                                Bylaws, Article III, Section 3.15. NYSE Arca, LLC,      Section (b)(i) and (ii) (referencing ‘‘Exchanges’’).     B.3(d).



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                                                                                   Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                                18063

                                                permit a simplification, without                              • In Article V, Section A.3(c), ‘‘and’’          entity)’’ would be deleted; and ‘‘each
                                                substantive change, of the portion of the                  would be added between (i) and (ii); the            Exchange’’ would replace ‘‘the U.S.
                                                definition of the term ‘‘Related Persons’’                 text ‘‘NYSE Arca, Inc. (‘NYSE Arca’) or             Regulated Subsidiaries.’’
                                                relating to members and trading permit                     NYSE Arca Equities, Inc. (‘NYSE Arca                   • In Article V, Section B.3(d), the text
                                                holders.19                                                 Equities’) or any facility of NYSE Arca’’           ‘‘NYSE Arca or NYSE Arca Equities or
                                                   NYSE National believes that the use                     would be replaced with ‘‘one or more                any facility of NYSE Arca’’ would be
                                                of ‘‘Member’’ and the changes to remove                    Exchanges’’; and the text ‘‘a Member (as            replaced with ‘‘any Exchange’’; and the
                                                the Exchange-by-Exchange lists of                          defined below) of any Exchange’’ would              text ‘‘an ETP Holder’’ through the end
                                                categories of Members would be                             replace the text from ‘‘an ETP Holder (as           of the paragraph would be replaced with
                                                appropriate because it would align the                     defined in the NYSE Arca Equities rules             ‘‘a Member of any Exchange.’’
                                                provision in the ICE Certificate with                      of NYSE Arca’’ through the end of the                  • The word ‘‘and’’ would be added
                                                voting and ownership concentration                         paragraph.                                          between Article V, Section B.3(c) and
                                                limits in the certificates of incorporation                   • In Article V, Section A.3(d), ‘‘and’’          (d); and Article V, Section B.3(e) and (f)
                                                of other publicly traded companies that                    would be added between (i) and (ii); the            would be deleted.
                                                own one or more national securities                        text ‘‘NYSE Arca or NYSE Arca Equities
                                                exchanges, which use a similar                             or any facility of NYSE Arca’’ would be             Amendments
                                                description of membership.20                               replaced with ‘‘one or more Exchanges’’;               In addition to the amendments to
                                                   To implement the proposed changes,                      and the text ‘‘a Member of any                      Article V, NYSE National proposes to
                                                NYSE National proposes the following                       Exchange’’ would replace the text from              amend Article X (Amendments) of the
                                                amendments to Article V of the ICE                         ‘‘an ETP Holder’’ through the end of the            ICE Certificate.
                                                Certificate:                                               paragraph.                                             Clause (A) of Article X requires the
                                                   • In Article V, Section A.1, the text                      • The definition of ‘‘Member’’ would             vote of 80% of all outstanding shares
                                                ‘‘any U.S. Regulated Subsidiary (as                        be added as new Article V, Section A.8,             entitled to vote in order to reduce the
                                                defined below)’’ would be replaced with                    defined to ‘‘mean a Person that is a                voting requirement set forth in Section
                                                ‘‘a national securities exchange                           ‘member’ of an Exchange within the                  11.2(b) of the ICE Bylaws. However,
                                                registered under Section 6 of the                          meaning of Section 3(a)(3)(A) of the                Section 11.2(b) of the ICE Bylaws was
                                                Securities Exchange Act of 1934, as                        Exchange Act.’’ Article V, Sections A.8             deleted in 2015 after the sale by ICE of
                                                amended (the ‘Exchange Act’).’’                            and A.9 would be renumbered as                      the Euronext business.21 Accordingly,
                                                   • In Article V, Section A.2, the text                   Sections A.9 and A.10, respectively.                NYSE National proposes to delete the
                                                ‘‘Securities Exchange Act of 1934, as                         • In Article V, Section A.9 (which               requirement.
                                                amended (the ‘Exchange Act’),’’ would                      would be renumbered A.10), the                         Clause (B) of Article X currently
                                                be replaced with ‘‘Exchange Act.’’                         definition of the term ‘‘Related Person’’
                                                   • In Article V, Section A.3(a), the text                                                                    requires that, so long as ICE controls any
                                                                                                           would be simplified to eliminate the                of the U.S. Regulated Subsidiaries, any
                                                ‘‘U.S. Regulated Subsidiary’’ would be                     Exchange-by-Exchange definition, as
                                                replaced with the text ‘‘national                                                                              proposed amendment or repeal of any
                                                                                                           follows:                                            provision of the ICE Certificate must be
                                                securities exchange registered under                          Æ In Section A.10(d), the text
                                                Section 6 of the Exchange Act that is                                                                          submitted to the boards of the NYSE,
                                                                                                           ‘‘‘member organization’ (as defined in              NYSE Market, NYSE Regulation, NYSE
                                                directly or indirectly controlled by the                   the rules of New York Stock Exchange,
                                                Corporation (each such national                                                                                Arca, NYSE Arca Equities, and NYSE
                                                                                                           as such rules may be in effect from time            MKT for a determination as to whether
                                                securities exchange so controlled, an                      to time), any ‘member’ (as defined in the
                                                ‘Exchange’), any entity controlled by the                                                                      such amendment or repeal must be filed
                                                                                                           rules of New York Stock Exchange, as                with the Commission under Section 19
                                                Corporation that is not itself an                          such rules may be in effect from time to
                                                Exchange but that directly or indirectly                                                                       of the Exchange Act.22 NYSE National
                                                                                                           time)’’ would be replaced with                      proposes that, in Clause (B) of Article X,
                                                controls an Exchange (each such
                                                                                                           ‘‘Member, any Person’’;                             the text ‘‘of the U.S. Regulated
                                                controlling entity, an ‘Intermediate                          Æ In Section A.10(e), the text ‘‘an OTP
                                                Holding Company’) or’’; the text ‘‘,                                                                           Subsidiaries’’ would be replaced with
                                                                                                           Firm, any OTP Holder that is associated             ‘‘Exchange’’; and ‘‘New York Stock
                                                Intercontinental Exchange Holdings,                        with such Person’’ would be replaced
                                                Inc. (‘ICE Holdings’), NYSE Holdings                                                                           Exchange, NYSE Market, NYSE
                                                                                                           with ‘‘natural person and is a Member,              Regulation, Inc., NYSE Arca, NYSE Arca
                                                LLC (‘NYSE Holdings’) or NYSE Group,                       any broker or dealer that is also a
                                                Inc. (‘NYSE Group’) (if and to the extent                                                                      Equities and NYSE MKT’’ would be
                                                                                                           Member with which such Person is                    replaced with ‘‘each Exchange.’’ NYSE
                                                that NYSE Group continues to exist as                      associated’’;
                                                a separate entity)’’ would be deleted;                                                                         National believes that the use of
                                                                                                              Æ ‘‘and’’ would be added between                 ‘‘Exchange’’ is appropriate for the
                                                and ‘‘the U.S. Regulated Subsidiaries’’                    Sections A.10(g) and (h); and
                                                would be replaced with ‘‘each                                                                                  reasons discussed above.
                                                                                                              Æ Sections A.10(i) through (l) would
                                                Exchange.’’                                                be deleted.                                         Additional Changes
                                                                                                              • The definition of ‘‘U.S. Regulated               The ICE Certificate includes
                                                   19 See Proposed ICE Certificate, Article V, Section
                                                                                                           Subsidiary’’ and ‘‘U.S. Regulated                   references to NYSE Market (DE), Inc.,
                                                A.10. For the current definition of ‘‘Related
                                                Persons,’’ see ICE Certificate, Article V, Section A.9.    Subsidiaries’’ in Article V, Section A.10           defined as ‘‘NYSE Market,’’ and NYSE
                                                   20 See Bats Certificate, Article Fifth, Sections        would be deleted.                                   Regulation, Inc. (‘‘NYSE Regulation’’).
                                                (a)(ii)(D) and (E) (defining an ‘‘Exchange Member’’           • In Article V, Section B.1, the term
                                                                                                                                                               NYSE Market and NYSE Regulation
                                                as ‘‘a Person that is a registered broker or dealer that   ‘‘Exchange’’ would replace the term
                                                has been admitted to membership in any national                                                                were previously parties to a Delegation
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                                                                                                           ‘‘U.S. Regulated Subsidiary.’’
                                                securities exchange registered under Section 6 of
                                                                                                              • In Article V, Section B.3(a), the text         Agreement whereby the NYSE delegated
                                                the Act with the Securities and Exchange                                                                       certain regulatory functions to NYSE
                                                Commission . . . that is a direct or indirect              ‘‘Exchange, Intermediate Holding
                                                subsidiary of’’ Bats Global Markets, Inc.); and CBOE       Company or’’ would replace the text                 Regulation and certain market functions
                                                Certificate, Article Sixth, Sections (a)(ii)(C)(y) and     ‘‘U.S. Regulated Subsidiaries,’’; the text            21 See Securities Exchange Act Release No. 74928
                                                (b)(ii)(D) (defining a ‘‘Trading Permit Holder’’ ‘‘as
                                                defined in the Bylaws of any Regulated Securities
                                                                                                           ‘‘ICE Holdings, NYSE Holdings or NYSE               (May 12, 2015), 80 FR 28331 (May 18, 2015) (SR–
                                                Exchange Subsidiary as they may be amended from            Group (if and to the extent that NYSE               NYSE–2015–18).
                                                time to time’’).                                           Group continues to exist as a separate                22 15 U.S.C. 78s.




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                                                18064                            Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices

                                                to NYSE Market. The Delegation                          controls an Exchange (each such                       LLC. However, the proposed change
                                                Agreement was terminated when the                       controlling entity, an ‘Intermediate                  would have no substantive effect,
                                                NYSE re-integrated its regulatory and                   Holding Company’)’’; and the text ‘‘U.S.              because NYSE Arca would retain its
                                                market functions. As a result, the two                  Regulated Subsidiaries, NYSE Group (if                authority pursuant to NYSE Arca
                                                entities ceased being regulated                         and to the extent that NYSE Group                     Equities Rules 14.1 and 14.3.25 The
                                                subsidiaries.23 NYSE Regulation was                     continues to exist as a separate entity),             national securities exchanges NYSE,
                                                subsequently merged out of existence.                   NYSE Holdings, ICE Holdings’’ would                   NYSE MKT, NYSE Arca and NYSE
                                                The proposed changes described above                    be replaced with ‘‘Exchanges,                         National do not have regulatory
                                                would delete all references to NYSE                     Intermediate Holding Companies.’’                     authority or oversight over each other.
                                                Market and NYSE Regulation from the                        • In Section 3.14(b)(3), the text ‘‘the              Article XII of the ICE Bylaws was
                                                ICE Certificate.24                                      U.S. Regulated Subsidiaries’’ and                     added in connection with the
                                                   Finally, conforming changes would be                 ‘‘their’’ would be replaced with ‘‘each               acquisition of NYSE National,
                                                made to the title, recitals and signature               Exchange’’ and ‘‘its,’’ respectively.                 previously National Stock Exchange,
                                                line of the ICE Certificate.                               • In Article VII, ‘‘the U.S. Regulated             Inc., in 2016.26 The Exchange proposes
                                                                                                        Subsidiaries’’ would be replaced with                 to delete Article XII of the ICE Bylaws
                                                ICE Bylaws                                              ‘‘any Exchange.’’                                     in its entirety. Because the substance of
                                                   The Exchange proposes to make                           • In Sections 3.14(a)(1), 8.1, 8.2,                Article XII would be addressed by the
                                                certain amendments to the ICE Bylaws                    8.3(b), 8.4, 9.1, 9.2, 9.3 and 11.3, the text         proposed amendments to the ICE
                                                to correspond to the proposed                           ‘‘U.S. Regulated Subsidiary’’ and ‘‘of the            Certificate, Article XII would no longer
                                                amendments to the ICE Certificate. In                   U.S. Regulated Subsidiaries’’ would be                be necessary. Specifically,
                                                addition, the Exchange proposes to                      replaced with ‘‘Exchange’’ and the text                 • the substance of Section 12.1(a)(1)
                                                amend the ICE Bylaws to make certain                    ‘‘U.S. Regulated Subsidiaries’’ would be              of the ICE Bylaws would be addressed
                                                changes relating to the location of                     replaced with ‘‘Exchanges.’’                          in revised Article V, Section A.3.(c)(ii)
                                                stockholder meetings, quorum                               • In Sections 8.2(b), 8.4, 9.1, and 9.3,           of the ICE Certificate;
                                                requirements, and requirements                          the text ‘‘the U.S. Regulated                           • the substance of Section 12.1(a)(2)
                                                applicable to persons entitled to                       Subsidiaries’’ and ‘‘U.S. Regulated                   of the ICE Bylaws would be addressed
                                                nominate directors or make proposals at                 Subsidiaries’’ would be replaced with                 in revised Article V, Section A.3.(d)(ii)
                                                a meeting of ICE’s stockholders. Finally,               ‘‘an Exchange.’’                                      of the ICE Certificate;
                                                it proposes to replace obsolete                            • In Section 9.3, the text ‘‘the U.S.                • the substance of Section 12.1(b) of
                                                references to the Vice Chair with                       Regulated Subsidiaries’’ would be                     the ICE Bylaws would be addressed in
                                                references to the lead independent                      replaced with ‘‘each Exchange’’; ‘‘U.S.               revised Article V, Section B.3.(d) of the
                                                director.                                               Regulated Subsidiary’s’’ would be                     ICE Certificate; and
                                                                                                        replaced with ‘‘Exchange’s’’; and ‘‘their               • the substance of Section 12.2 of the
                                                Changes Corresponding to the Proposed                   respective’’ would be replaced with
                                                Amendments to the ICE Certificate                                                                             ICE Bylaws would be addressed in
                                                                                                        ‘‘its.’’                                              revised Article X(B) of the ICE
                                                   The Exchange proposes to make                           • In Section 8.1, the text ‘‘New York              Certificate.
                                                changes to the ICE Bylaws                               Stock Exchange LLC, NYSE Arca, Inc.,
                                                corresponding to the proposed                           NYSE Arca Equities, Inc., NYSE MKT                    Meetings of Stockholders
                                                amendments to the ICE Certificate, as                   LLC and NYSE National, Inc. or their                    In addition to the proposed changes
                                                described above.                                        successors’’ would be replaced with                   corresponding to the proposed
                                                   First, NYSE National proposes to use                 ‘‘any Exchange.’’ Similarly, in Section               amendments to the ICE Certificate, the
                                                ‘‘Exchanges’’ in place of ‘‘U.S. Regulated              11.3, the text ‘‘New York Stock                       Exchange proposes to amend several
                                                Subsidiaries,’’ as in the proposed                      Exchange LLC, NYSE Arca, Inc., NYSE                   sections of Article II (Meetings of
                                                changes to the ICE Certificate.                         Arca Equities, Inc., NYSE MKT LLC and                 Stockholders).
                                                Accordingly, it proposes to make the                    NYSE National, Inc. or the boards of                    The Exchange proposes to simplify
                                                following changes:                                      directors of their successors’’ would be              Section 2.1 of the ICE Bylaws, which
                                                   • The definition of ‘‘U.S. Regulated                 replaced with ‘‘each Exchange.’’                      relates to the location of stockholder
                                                Subsidiary’’ in Section 3.15 would be                      • In Sections 8.1 and 8.2, the defined             meetings. The revised provision would
                                                deleted and replaced with a definition                  term ‘‘U.S. Subsidiaries’ Confidential                provide that, as is true now, the
                                                of ‘‘Exchange’’ that is the same as the                 Information’’ would be replaced with
                                                definition in the proposed amended ICE                  ‘‘Exchange Confidential Information,’’                  25 NYSE Arca Equities Rule 14.1(b) provides,

                                                Certificate.                                            with the same meaning except limited                  among other things, that the books and records of
                                                   • In Section 3.14(a)(2), the text ‘‘U.S.             to Exchanges.                                         NYSE Arca Equities are subject to the oversight of
                                                Regulated Subsidiaries, NYSE Group,                        • In Section 8.3(b), the text ‘‘U.S.               the NYSE Arca pursuant to the Act, and that the
                                                                                                                                                              books and records of NYSE Arca Equities shall be
                                                Inc. (‘‘NYSE Group’’) (if and to the                    Regulated Subsidiary or any other U.S.                subject at all times to inspection and copying by
                                                extent that NYSE Group continues to                     Regulated Subsidiary over which such                  NYSE Arca. NYSE Arca Equities Rule 14.3(a)
                                                exist as a separate entity), NYSE                       U.S. Regulated Subsidiary has                         provides, among other things, that the books and
                                                Holdings LLC (‘‘NYSE Holdings’’),                       regulatory authority or oversight’’ would             records of NYSE Arca, LLC are deemed to be the
                                                                                                                                                              books and records of NYSE Arca and NYSE Arca
                                                Intercontinental Exchange Holdings,                     be replaced with ‘‘Exchange.’’ The                    Equities for purposes of and subject to oversight
                                                Inc. (‘ICE Holdings’)’’ would be replaced               proposed change would remove the                      pursuant to the Exchange Act. See also CBOE
                                                with ‘‘Exchanges, any entity controlled                 current provision that allows any U.S.                Holdings, Inc. Certificate of Incorporation, Article
                                                by the Corporation that is not itself an                Regulated Subsidiary to inspect the                   Fifteenth (providing that the books and records of
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                                                                                                                                                              a Regulated Securities Exchange Subsidiary shall be
                                                Exchange but that directly or indirectly                books and records of another U.S.                     subject at all times to inspection by such
                                                                                                        Regulated Subsidiary over which the                   subsidiary).
                                                  23 See Securities Exchange Act Release No. 75991
                                                                                                        first has regulatory authority or                       26 See Securities Exchange Act Releases No.
                                                (September 28, 2015), 80 FR 59837 (October 2, 2015      oversight. As a result, the ICE Bylaws                79902 (January 30, 2017) 82 FR 9258 (February 3,
                                                (SR–NYSE–2015–27).                                                                                            2017) (SR–NSX–2016–16); and 79901 (January 30,
                                                  24 See ICE Certificate Article V, Sections            would no longer provide that NYSE                     2017), 82 FR 9251 (February 3, 2017) (SR–NYSE–
                                                A.3(c)(iii) and (d)(iii) and Section B.3(e), and        Arca may inspect the books and records                2016–90, SR–NYSEArca2016–167, SR–NYSEMKT–
                                                Article X, clause (B).                                  of NYSE Arca Equities or NYSE Arca,                   2016–122).



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                                                                                 Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                          18065

                                                location, if any, as well as the decision               the Corporation through a nominee or                  ‘‘(other than as a stockholder)’’ would
                                                to hold a stockholder meeting solely by                 other holder of record and provides the               be clarified by adding ‘‘or beneficial
                                                remote communication, would be                          Corporation with proof of such                        owner of stock’’ after ‘‘stockholder’’
                                                determined by the Board of Directors                    beneficial ownership, including the                   within the parenthetical, because a
                                                and stated in the notice of meeting. The                entitlement to vote such stock on such                Proponent who is a nominee holder is
                                                proposed changes are as follow:                         matter.’’                                             not a stockholder.
                                                   • The first sentence would be revised                   Æ In the current third and fourth                     • In clause (i) of the current fifth
                                                to remove the text ‘‘for the election of                sentences of Section 2.13(b), the term                sentence, the text ‘‘such Proponent or’’
                                                directors’’, ‘‘in the City of Atlanta, State            ‘‘indirect ownership’’ would be changed               would be added before ‘‘any Associated
                                                of Georgia,’’ and ‘‘as may be fixed from                to ‘‘beneficial ownership’’ for                       Person.’’
                                                time to time by the Board of Directors,                 consistency.                                             • Clause (i) of the current sixth
                                                or at such other place.’’ The text ‘‘as                    • The Exchange proposes to add a                   sentence sets forth the meaning of
                                                shall be designated from time to time by                new defined term, ‘‘Proponent,’’ to                   ‘‘Associated Person.’’ The Exchange
                                                the Board of Directors and stated in the                capture both stockholders and Nominee                 proposes to narrow the text to eliminate
                                                notice of the meeting.’’ would be                       Holders. Accordingly:                                 all beneficial owners of stock held of
                                                deleted and ‘‘or may’’ would be added                      Æ A new sentence would be added to                 record or beneficially by the Proponent
                                                in its place. The second sentence would                 Section 2.13(b)(iii) between the first and            from the definition, and instead to cover
                                                be deleted in its entirety.                             second sentences, stating that                        only those beneficial owners on whose
                                                   • In the third sentence, the text ‘‘The              ‘‘Stockholders and Nominee Holders                    behalf the stockholder notice is being
                                                Board of Directors may, in its sole                     who bring matters before the annual                   delivered. Accordingly, the Exchange
                                                discretion, determine that any meeting                  meeting pursuant to Section 2.13(b)(iii)              proposes to replace the text
                                                of stockholders shall’’ and ‘‘as                        are hereinafter referred to as                        ‘‘stockholder or any beneficial owner on
                                                authorized by law’’ would be deleted.                   ‘Proponents’.’’                                       whose behalf a nomination or
                                                The word ‘‘solely’’ would be added after                   Æ Throughout Section 2.13(b),                      nominations are being made or business
                                                ‘‘instead be held’’ and the text ‘‘, in each            ‘‘stockholder,’’ ‘‘stockholders’’ and                 or matter is being proposed,’’ with
                                                case as may be designated by the Board                  ‘‘stockholder’s’’ would be replaced with              ‘‘Proponent’’ and, in clause (i)(x),
                                                of Directors from time to time and stated               ‘‘Proponent,’’ ‘‘Proponents’’ and                     replace the text ‘‘owned of record or
                                                in the notice of meeting’’ added to the                 ‘‘Proponent’s,’’ respectively.                        beneficially by such stockholder or by
                                                end of the sentence.                                       Æ Throughout Section 2.13(b),                      such beneficial owner’’ with ‘‘on whose
                                                   Section 2.7 relates to the quorum for                ‘‘Proponent’’ would replace the phrases               behalf such Proponent is delivering a
                                                stockholder meetings. The Exchange                      ‘‘stockholder or beneficial owner,’’                  Stockholder Notice.’’
                                                proposes to conform the quorum                          ‘‘stockholder, by such beneficial
                                                requirements in the ICE Bylaws to those                 owner,’’ ‘‘stockholder, such beneficial               Additional Proposed Changes
                                                in the ICE Certificate. To do so, it                    owner,’’ ‘‘stockholder and by such                      In addition to the changes proposed
                                                proposes to delete the first three                      beneficial owner, if any,’’ and                       above, the Exchange proposes to amend
                                                sentences of Section 2.7 and replace it                 ‘‘stockholder or any beneficial owner on              several additional sections of the ICE
                                                with the sentence ‘‘Section B of Article                whose behalf a nomination or                          Bylaws.
                                                IX of the certificate of incorporation sets             nominations are being made or business                  The ICE Bylaws refer to a ‘‘Vice
                                                forth the requirements for establishing a               or matter is being proposed.’’ The word               Chairman of the Board.’’ However, the
                                                quorum at meetings of stockholders of                   ‘‘Proponent’s’’ would replace the phrase              Board of Directors of ICE has not had a
                                                the Corporation.’’                                      ‘‘stockholder’s or such beneficial                    Vice Chairman since the sale of the
                                                   Section 2.13(b) sets forth the advance               owner’s.’’                                            Euronext business in 2014. Accordingly,
                                                notice requirements for stockholder                        • Presently, the requirement for                   in Sections 2.9, 3.6(b) and 3.8, the
                                                proposals. The Exchange proposes to                     disclosing share ownership appears                    Exchange proposes to replace ‘‘Vice
                                                make the following changes to Section                   three times: in the current third                     Chairman of the Board’’ with ‘‘lead
                                                2.13(b).                                                sentence, which sets forth the                        independent director.’’ As a result, the
                                                   • In addition to stockholders of                     provisions for stockholder notices                    lead independent director would
                                                record, the ICE Bylaws permit certain                   relating to director nominations, the                 preside over meetings of stockholders in
                                                beneficial holders (defined as ‘‘Nominee                current fourth sentence, which sets forth             the absence of the Chairman of the
                                                Holders’’) to nominate directors or bring               the provisions for stockholder notices                Board (Section 2.9), have the authority
                                                other matters for consideration before                  relating to other matters, and the current            to call a special meeting of the Board of
                                                the Board of Directors meeting. The                     fifth sentence, which sets forth the                  Directors (Section 3.6(b)) and would
                                                Exchange proposes to make simplifying                   information that a shareholder must                   preside over meetings of the Board of
                                                wording changes in clause (iii) of the                  include in any stockholder notice.                    Directors in the absence of the Chairman
                                                first sentence of Section 2.13(b), as                   Rather than keep the duplication,                     of the Board (Section 3.8).
                                                follows:                                                Exchange proposes to remove the                         In Section 3.12, relating to the
                                                   Æ In clause (x), the text ‘‘stockholder              requirement from the third and fourth                 conduct of meetings of committees of
                                                that holds of record stock of the                       sentences and retain the requirement in               the Board of Directors of ICE, a reference
                                                Corporation’’ would be amended so that                  clause (i) of the fifth sentence.                     to ‘‘Article II of these Bylaws’’ would be
                                                it read [sic] ‘‘stockholder of record.’’                Accordingly, the text ‘‘, the number and              corrected to read ‘‘this Article III of
                                                   Æ In clause (y), the following text                  class of all shares of each class of stock            these Bylaws.’’
                                                would be deleted: ‘‘holds such’’; ‘‘‘street                                                                     Section 3.14 sets forth considerations
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                                                                                                        of the Corporation owned of record and
                                                name’’’; ‘‘of such stock and can                        beneficially by such stockholder’’ would              directors must take into account in
                                                demonstrate to’’; ‘‘indirect’’; ‘‘of, and               be deleted from the current third and                 discharging their responsibilities as
                                                such Nominee Holder’s’’; and the                        fourth sentences.                                     members of the board of directors. The
                                                comma before ‘‘such stock on such                          • In the current fourth sentence, the              Exchange proposes to amend the last
                                                matter.’’ The revised clause would read                 requirement that a stockholder notice                 sentence of Section 3.14(c), which limits
                                                as follows: ‘‘is a person (a ‘Nominee                   include information regarding any                     claims against directors, officers and
                                                Holder’) that beneficially owns stock of                material interest in the matter proposed              employees of ICE and against ICE. The


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                                                18066                            Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices

                                                revised text would be expanded in                       concentration limits in the certificates of           equitable principles of trade, to foster
                                                scope to apply to any ‘‘past or present                 incorporation of other publicly traded                cooperation and coordination with
                                                stockholder, employee, beneficiary,                     companies that own one or more                        persons engaged in regulating, clearing,
                                                agent, customer, creditor, community or                 national securities exchanges, which do               settling, processing information with
                                                regulatory authority or member thereof                  not include references to subsidiaries                respect to, and facilitating transactions
                                                or other person or entity,’’ and to protect             other than national securities                        in securities, to remove impediments to,
                                                agents of ICE as well as directors,                     exchanges.31 NYSE Arca, as the national               and perfect the mechanism of a free and
                                                officers and employees. These changes                   securities exchange, would retain the                 open market and a national market
                                                would conform the provision to the                      regulatory and self-regulatory                        system and, in general, to protect
                                                analogous statement in the governing                    responsibility for the NYSE Arca                      investors and the public interest.
                                                documents of other holding companies                    options and equities markets.                            Specifically, the proposed
                                                of national securities exchanges, which                    Similarly, as a result of the proposed             amendments (1) replacing references to
                                                are substantially similar.27                            use of ‘‘Exchanges’’ instead of ‘‘U.S.                the U.S. Regulated Subsidiaries and to
                                                  Finally, conforming changes would be                  Regulated Subsidiaries,’’ ICE Bylaws                  the NYSE, NYSE MKT, NYSE Arca,
                                                made to the title and date of the ICE                   Section 8.3 would no longer provide                   NYSE Arca Equities and NYSE Arca,
                                                Bylaws.                                                 that any U.S. Regulated Subsidiary is                 LLC with references to an ‘‘Exchange’’
                                                                                                        authorized to inspect the books and                   or the ‘‘Exchanges,’’ as appropriate; (2)
                                                2. Statutory Basis                                      records of another U.S. Regulated                     using ‘‘Member’’ in place of the lists of
                                                   The Exchange believes that the                       Subsidiary over which the first has                   categories of members and permit
                                                proposed rule change is consistent with                 regulatory authority or oversight, adding             holders in Article V of the ICE
                                                Section 6(b) of the Exchange Act 28 in                  further clarity and transparency to the               Certificate; (3) using ‘‘Intermediate
                                                general, and with Section 6(b)(1) 29 in                 Exchange’s rules.32                                   Holding Company’’ in place of the list
                                                particular, in that it enables the                         Further, the proposed use of the                   of intermediate holding companies in
                                                Exchange to be so organized as to have                  defined term ‘‘Member’’ in place of the               Article V of the ICE Certificate and
                                                the capacity to be able to carry out the                lists of categories of members and                    Section 3.14 of the ICE Bylaws; and (4)
                                                purposes of the Exchange Act and to                     permit holders in Article V of the ICE                removing the ability of a U.S. Regulated
                                                comply, and to enforce compliance by                    Certificate would simplify the                        Subsidiary to inspect the books and
                                                its exchange members and persons                        provisions without substantive change,                records of other U.S. Regulated
                                                associated with its exchange members,                   thereby further adding clarity and                    Subsidiaries in ICE Bylaws Section 8.3
                                                with the provisions of the Exchange Act,                transparency to the Exchange’s rules                  would remove impediments to and
                                                the rules and regulations thereunder,                   and aligning the provision in the ICE                 perfect the mechanism of a free and
                                                and the rules of the Exchange.                          Certificate with the voting and                       open market by simplifying and
                                                   In particular, the Exchange believes                 ownership concentration limits in the                 streamlining the Exchange’s rules,
                                                that the proposed amendments to                         certificates of incorporation of other                thereby ensuring that persons subject to
                                                replace references to the U.S. Regulated                publicly traded companies that own one                the Exchange’s jurisdiction, regulators,
                                                Subsidiaries and to the NYSE, NYSE                      or more national securities exchanges,                and the investing public can more easily
                                                MKT, NYSE Arca, NYSE Arca Equities                      which use a similar description of                    navigate and understand the ICE
                                                and NYSE Arca, LLC with references to                   membership.33 Similarly, the proposed                 governing documents.
                                                an ‘‘Exchange’’ or the ‘‘Exchanges,’’ as                use of the defined term ‘‘Intermediate                   The Exchange believes that the
                                                appropriate, would contribute to the                    Holding Company’’ in place of the list                proposed amendments to the last
                                                orderly operation of the Exchange by                    of intermediate holding companies in                  sentence of Section 3.14(c) of the ICE
                                                adding clarity and transparency to the                  Article V of the ICE Certificate and                  Bylaws, which limits claims against
                                                Exchange’s rules by eliminating                         Section 3.14 of the ICE Bylaws would                  directors, officers and employees of ICE
                                                references to entities that are not                     simplify the provisions without                       and against ICE, would remove
                                                national securities exchanges in the ICE                substantive change, thereby further                   impediments to, and perfect the
                                                Certificate and ICE Bylaws. The                         adding clarity and transparency to the                mechanism of a free and open market
                                                Exchange Act definition of ‘‘exchange’’                 Exchange’s rules.                                     and a national market system and, in
                                                states that ‘‘exchange’’ ‘‘includes the                    For similar reasons, the Exchange also             general, protect investors and the public
                                                market place and the market facilities                  believes that this filing furthers the                interest because the proposed changes
                                                maintained by such exchange.’’ 30                       objectives of Section 6(b)(5) of the                  would conform the provision to the
                                                Accordingly, all market places and                      Exchange Act 34 because the proposed                  analogous statement in the governing
                                                market facilities maintained by an                      rule change would be consistent with                  documents of other holding companies
                                                Exchange would fall within the                          and would create a governance and                     of national securities exchanges, which
                                                definition of Exchange and therefore                    regulatory structure that is designed to              are substantially similar.35
                                                would fall within the scope of the ICE                  prevent fraudulent and manipulative                      The Exchange believes that the
                                                Certificate and ICE Bylaws. The                         acts and practices, to promote just and               proposed amendments to remove
                                                Exchange notes that the proposed                                                                              references to NYSE Market, NYSE
                                                change would align Article V of the ICE                   31 See note 11, supra.                              Regulation and the Vice Chairman and
                                                Certificate with voting and ownership
                                                                                                          32 As noted above, the ICE Bylaws would no          to remove the cross reference to Section
                                                                                                        longer provide that NYSE Arca may inspect the         11.2(b) of the ICE Bylaws from Article
                                                                                                        books and records of NYSE Arca Equities or NYSE
                                                  27 See Amended and Restated Bylaws of Bats
                                                                                                        Arca, LLC. However, the proposed change would         X of the ICE Certificate would remove
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                                                Global Markets, Inc., Article XII, Section 12.01;       have no substantive effect, because NYSE Arca         impediments to, and perfect the
                                                Amended and Restated Limited Liability Company          would retain its authority pursuant to NYSE Arca
                                                Agreement of BOX Holdings Group LLC, Article 4,         Equities Rules 14.1 and 14.3. NYSE, NYSE MKT,           35 See Amended and Restated Bylaws of Bats
                                                Section 4.12; Bylaws of IEX Group, Inc., Section 34;    NYSE Arca and NYSE National do not have               Global Markets, Inc., Article XII, Section 12.01;
                                                and Amended and Restated Bylaws of Miami                regulatory authority or oversight over each other,    Amended and Restated Limited Liability Company
                                                International Holdings, Inc., Article VII, Section 1.   and so the proposed change would have no effect       Agreement of BOX Holdings Group LLC, Article 4,
                                                  28 15 U.S.C. 78f(b).                                  on those entities’ rights.                            Section 4.12; Bylaws of IEX Group, Inc., Section 34;
                                                  29 15 U.S.C. 78f(b)(1).                                 33 See note 20, supra.
                                                                                                                                                              and Amended and Restated Bylaws of Miami
                                                  30 15 U.S.C. 78c(a)(1).                                 34 15 U.S.C. 78f(b)(5).                             International Holdings, Inc., Article VII, Section 1.



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                                                                                 Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices                                                18067

                                                mechanism of a free and open market                     C. Self-Regulatory Organization’s                     public in accordance with the
                                                and a national market system and, in                    Statement on Comments on the                          provisions of 5 U.S.C. 552, will be
                                                general, protect investors and the public               Proposed Rule Change Received From                    available for Web site viewing and
                                                interest because the changes would                      Members, Participants, or Others                      printing in the Commission’s Public
                                                eliminate obsolete references, thereby                    No written comments were solicited                  Reference Room, 100 F Street NE.,
                                                reducing potential confusion. Market                    or received with respect to the proposed              Washington, DC 20549 on official
                                                participants and investors would not be                 rule change.                                          business days between the hours of
                                                harmed and in fact could benefit from                                                                         10:00 a.m. and 3:00 p.m. Copies of the
                                                the increased clarity and transparency                  III. Date of Effectiveness of the                     filing also will be available for
                                                in the ICE Certificate and ICE Bylaws.                  Proposed Rule Change and Timing for
                                                                                                                                                              inspection and copying at the principal
                                                                                                        Commission Action
                                                Such increased clarity and transparency                                                                       office of the Exchange. All comments
                                                would ensure that persons subject to the                  Within 45 days of the date of                       received will be posted without change;
                                                Exchange’s jurisdiction, regulators, and                publication of this notice in the Federal             the Commission does not edit personal
                                                the investing public can more easily                    Register or up to 90 days (i) as the                  identifying information from
                                                navigate and understand the ICE                         Commission may designate if it finds                  submissions. You should submit only
                                                governing documents.                                    such longer period to be appropriate                  information that you wish to make
                                                                                                        and publishes its reasons for so finding              available publicly. All submissions
                                                   The Exchange believes that the                       or (ii) as to which the self-regulatory
                                                proposed amendments to Article II of                                                                          should refer to File Number SR–
                                                                                                        organization consents, the Commission                 NYSENAT–2017–01 and should be
                                                the ICE Bylaws, regarding meetings of                   will:
                                                stockholders, would also remove                                                                               submitted on or before May 5, 2017.
                                                                                                          (A) By order approve or disapprove
                                                impediments to, and perfect the                         the proposed rule change, or                            For the Commission, by the Division of
                                                mechanism of a free and open market                       (B) institute proceedings to determine              Trading and Markets, pursuant to delegated
                                                and a national market system and, in                    whether the proposed rule change                      authority.36
                                                general, protect investors and the public               should be disapproved.                                Eduardo A. Aleman,
                                                interest because the changes would                                                                            Assistant Secretary.
                                                                                                        IV. Solicitation of Comments
                                                increase the clarity of the relevant                                                                          [FR Doc. 2017–07530 Filed 4–13–17; 8:45 am]
                                                sections of Article II, thereby reducing                   Interested persons are invited to
                                                                                                                                                              BILLING CODE 8011–01–P
                                                potential confusion. Market participants                submit written data, views, and
                                                and investors would not be harmed and                   arguments concerning the foregoing,
                                                in fact could benefit from the increased                including whether the proposed rule                   SECURITIES AND EXCHANGE
                                                clarity and transparency regarding the                  change, as modified by Amendment No.
                                                                                                                                                              COMMISSION
                                                location of stockholder meetings and                    1, is consistent with the Act. Comments
                                                advance notice requirements, and the                    may be submitted by any of the
                                                                                                        following methods:                                    [Release No. 34–80415; File No. SR–
                                                conformance of the quorum                                                                                     NYSEArca–2017–30]
                                                requirements with those in the ICE                      Electronic Comments
                                                Certificate, and so would more easily                     • Use the Commission’s Internet                     Self-Regulatory Organizations; NYSE
                                                navigate and understand the ICE                         comment form (http://www.sec.gov/                     Arca, Inc.; Notice of Filing of Proposed
                                                Bylaws.                                                 rules/sro.shtml); or                                  Rule Change To Amend Commentary
                                                B. Self-Regulatory Organization’s                         • Send an email to rule-comments@                   .01 and Commentary .02 to NYSE Arca
                                                Statement on Burden on Competition                      sec.gov. Please include File Number SR–               Equities Rule 5.2(j)(3) To Provide for
                                                                                                        NYSENAT–2017–01 on the subject line.                  the Inclusion of Cash in an Index
                                                   The Exchange does not believe that                                                                         Underlying a Series of Investment
                                                                                                        Paper Comments                                        Company Units
                                                the proposed rule change will impose
                                                any burden on competition that is not                      • Send paper comments in triplicate
                                                                                                        to Secretary, Securities and Exchange                 April 10, 2017.
                                                necessary or appropriate in furtherance
                                                of the purposes of the Exchange Act.                    Commission, 100 F Street NE.,                            Pursuant to Section 19(b)(1) 1 of the
                                                The proposed rule change is not                         Washington, DC 20549–1090.                            Securities Exchange Act of 1934 (the
                                                designed to address any competitive                     All submissions should refer to File                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                issue but rather update and streamline                  Number SR–NYSENAT–2017–01. This                       notice is hereby given that, on March
                                                the ICE Certificate and Bylaws, delete                  file number should be included on the                 29, 2017, NYSE Arca, Inc. (the
                                                obsolete or unnecessary references and                  subject line if email is used. To help the            ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
                                                make other simplifying or clarifying                    Commission process and review your                    the Securities and Exchange
                                                changes to the ICE governing                            comments more efficiently, please use                 Commission (the ‘‘Commission’’) the
                                                documents. The Exchange believes that                   only one method. The Commission will                  proposed rule change as described in
                                                the proposed rule change will serve to                  post all comments on the Commission’s                 Items I and II below, which Items have
                                                                                                        Internet Web site (http://www.sec.gov/                been prepared by the self-regulatory
                                                promote clarity and consistency,
                                                                                                        rules/sro.shtml). Copies of the                       organization. The Commission is
                                                thereby reducing burdens on the
                                                                                                        submission, all subsequent                            publishing this notice to solicit
                                                marketplace and facilitating investor
                                                                                                        amendments, all written statements
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                                                protection. The proposed rule change                                                                          comments on the proposed rule change
                                                                                                        with respect to the proposed rule
                                                would result in no concentration or                                                                           from interested persons.
                                                                                                        change that are filed with the
                                                other changes of ownership of                           Commission, and all written
                                                exchanges.                                              communications relating to the                          36 17 CFR 200.30–3(a)(12).
                                                                                                        proposed rule change between the                        1 15 U.S.C. 78s(b)(1).
                                                                                                        Commission and any person, other than                   2 15 U.S.C. 78a.

                                                                                                        those that may be withheld from the                     3 17 CFR 240.19b–4.




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Document Created: 2017-04-14 00:56:29
Document Modified: 2017-04-14 00:56:29
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 18061 

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