82 FR 23121 - Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Concerning the Options Clearing Corporation's Management Structure
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 96 (May 19, 2017)
Federal Register Volume 82, Issue 96 (May 19, 2017)
| Page Range | 23121-23123 | |
| FR Document | 2017-10127 |
[Federal Register Volume 82, Number 96 (Friday, May 19, 2017)] [Notices] [Pages 23121-23123] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-10127] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80672; File No. SR-OCC-2017-012] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Concerning the Options Clearing Corporation's Management Structure May 15, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on May 5, 2017, The Options Clearing Corporation (``OCC'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I, II, and III below; Items I and II have been prepared primarily by OCC. OCC filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b- 4(f)(6) \4\ thereunder so that the proposal was effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ 15 U.S.C. 78s(b)(3)(A)(iii). \4\ 17 CFR 240.19b-4(f)(6). --------------------------------------------------------------------------- I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change This proposed rule change by OCC concerns the amendment of OCC's By-Laws to provide that the Board of Directors (``Board'') may, in its discretion, designate the Chief Operating Officer (``COO'') to act as President of OCC. II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, OCC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. OCC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements. All terms with initial capitalization that are not otherwise defined herein have the same meaning as set forth in the OCC By-Laws and Rules.\5\ --------------------------------------------------------------------------- \5\ OCC's By-Laws and Rules can be found on OCC's public Web site: http://optionsclearing.com/about/publications/bylaws.jsp. --------------------------------------------------------------------------- (A) Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose On April 26, 2017, the Commission approved a proposed rule change by OCC that, among other things, amended OCC's By-Laws and Rules to: (1) Remove all references to OCC's President to reflect the fact that the President would no longer be a recognized officer within OCC's management and (2) reallocate the authority and responsibilities previously granted to the President between the COO and a newly appointed Chief Administrative Officer (``CAO'').\6\ OCC is now proposing to amend Article IV, Section 1 of the By-Laws to provide that the Board may, in its discretion, designate that the COO also serve as President of OCC. The purpose of the proposed rule change is to provide further clarity and transparency around OCC's management structure and the roles and titles of its senior management. --------------------------------------------------------------------------- \6\ See Securities Exchange Act Release No. 80531 (April 26, 2017), 82 FR 20502 (May 2, 2017) (SR-OCC-2017-002). --------------------------------------------------------------------------- Prior to the approval of SR-OCC-2017-002,\7\ OCC's By-Laws stipulated that its President would also serve as COO, with the authority and responsibilities of the COO and President primarily being addressed throughout the By-Laws and Rules in terms of this officer's capacity as President. As a result of SR-OCC-2017-002,\8\ OCC's By-Laws and Rules were amended to eliminate all references to the President; however, the position of COO was retained, and OCC's senior management was reorganized within an Office of the Executive Chairman comprised of the Executive Chairman and Chief Executive Officer, the COO and the CAO. Pursuant to Article IV, Section 8 of the By-Laws, the COO and CAO are responsible for the aspects of OCC's business that do not report directly to the Executive Chairman, with such responsibilities being determined by the Board to promote the efficient and effective management and operation of OCC. The By-Laws and Rules also address various other authorities and responsibilities of the COO and CAO.\9\ --------------------------------------------------------------------------- \7\ Id. \8\ Id. \9\ For example, OCC's Rules provide the Executive Chairman, COO and CAO with the authority to, among other things, impose certain restrictions on a Clearing Member's transactions, positions and activities based on the financial or operational condition of the Clearing Member (Rule 305); extend settlement times in emergency conditions; (Rule 505); waive the required margin deposit of a Clearing Member in the interest of maintaining fair and orderly markets (Rule 609A); and make a determination as to whether the immediate liquidation of some or all of a suspended Clearing Member's margin deposits and/or contributions to the Clearing Fund would not be in the best interests of the OCC, other Clearing Members, or the general public (Rule 1104). --------------------------------------------------------------------------- The proposed rule change would provide that the Board may, in its discretion, designate that the COO also serve as President. The two roles would not, however, be tied together by operation of the By-Laws as it was prior to the approval of SR-OCC-2017-002 and would instead provide the Board with the discretionary authority to make this determination as it deems appropriate. The proposed rule change is not intended to modify OCC's current management structure or the allocation of duties and responsibilities currently associated with the roles of COO or CAO as set forth in By-Laws and Rules. If the Board determines to designate that the COO also serve as President, the authority and responsibilities of the COO and President would continue to be governed by the allocation of authority and responsibilities of the COO as currently set forth in OCC's By-Laws and Rules. The proposed rule change would take a similar approach to the previous construction of OCC's By-Laws and Rules regarding the role of COO and President; however, the proposed approach would now describe the authority and responsibilities of the President and COO throughout the By-Laws and Rules in terms of this officer's capacity as COO (as opposed to President). OCC notes that, under Article IV, Section 1 of the By-Laws, the Board may, but need not, elect such other officers (i.e., officers in addition to the Executive Chairman, Member Vice Chairman, COO, CAO, Secretary, and Treasurer) as it may from time to time [[Page 23122]] determine are required for the efficient management and operation of OCC. While this provision of Article IV, Section 1 of the By-Laws currently provides the Board with discretionary authority to elect or otherwise designate an officer of OCC to serve as President, OCC believes that the proposed rule change would provide additional clarity and transparency around the Board's authority to elect a President, particularly in light of recent OCC filing SR-OCC-2017-002. 2. Statutory Basis Section 17A(b)(3)(F) of the Act,\10\ requires that the rules of a clearing agency be designed, in general, to protect investors and the public interest. OCC believes that the proposed rule change is consistent with the protection of investors and the public interest because it would provide OCC's users and the general public with further clarity and transparency around OCC's management structure and the roles and titles of its senior management by clarifying in OCC's By-Laws that the Board has the discretion to designate that OCC's COO also serve as President of the corporation. As a result, OCC believes the proposed rule change is consistent with Section 17A(b)(3)(F) of the Act.\11\ --------------------------------------------------------------------------- \10\ 15 U.S.C. 78q-1(b)(3)(F). \11\ Id. --------------------------------------------------------------------------- In addition, Rule 17Ad-22(e)(2) \12\ requires covered clearing agencies to maintain written policies and procedures reasonably designed to, among other things, provide for governance arrangements that are clear and transparent, specify clear and direct lines of responsibility, and fulfill the public interest requirements in Section 17A of the Act.\13\ OCC believes that the proposed amendments to its By-Laws would provide clear and transparent statements of the Board's discretionary authority to designate that the COO also serve as President of OCC. Under the proposed rule change, if the Board would designate that the COO also serve as President, the authority and responsibilities of the COO and President would continue to be governed by the clear allocation of authority and responsibilities provided to the COO as currently set forth in OCC's By-Laws and Rules. As a result, OCC believes the proposed rule change would provide for governance arrangements that are clear and transparent, specify clear and direct lines of responsibility, and fulfill the public interest requirements in Section 17A of the Act \14\ in a manner consistent with Rule 17Ad- 22(e)(2).\15\ --------------------------------------------------------------------------- \12\ 17 CFR 240.17Ad-22(e)(2). \13\ 15 U.S.C. 78q-1. \14\ 15 U.S.C. 78q-1. \15\ 17 CFR 240.17Ad-22(e)(2). --------------------------------------------------------------------------- The proposed rule change is not inconsistent with the existing rules of OCC, including any other rules proposed to be amended. (B) Clearing Agency's Statement on Burden on Competition Section 17A(b)(3)(I) of the Act \16\ requires that the rules of a clearing agency not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. OCC does not believe the proposed rule change would have any impact or impose any burden on competition. As discussed in more detail above, OCC believes that the proposed rule change would provide more clarity and transparency to users (and potential users) of OCC regarding OCC's governance and management arrangements. The proposed rule change would not affect Clearing Members' access to OCC's services or disadvantage or favor any particular user in relationship to another user. As such, OCC believes that the proposed changes would not have any impact or impose any burden on competition. --------------------------------------------------------------------------- \16\ 15 U.S.C. 78q-1(b)(3)(I). --------------------------------------------------------------------------- (C) Clearing Agency's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were not and are not intended to be solicited with respect to the proposed rule change, and none have been received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Pursuant to Section 19(b)(3)(A) of the Act,\17\ and Rule 19b- 4(f)(6) \18\ thereunder, the proposed rule change is filed for immediate effectiveness because it does not do the following: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) by its terms become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate. Additionally, OCC provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change or such shorter time as designated by the Commission. --------------------------------------------------------------------------- \17\ 15 U.S.C. 78s(b)(3)(A). \18\ 17 CFR 240.19b-4(f)(6). --------------------------------------------------------------------------- A proposed rule change filed under Rule 19b-4(f)(6) normally does not become operative for 30 days after the date of filing. However, Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. OCC has requested that the Commission waive the 30-day operative delay contained in Rule 19b-4(f)(6)(iii) so that the proposal may become operative immediately upon filing. OCC believes that a waiver of the 30-day operative delay is consistent with the protection of investors and the public interest because it will enable OCC to implement the proposed rule change in a more timely manner and thereby reinforce the Board's authority to elect officers, and more specifically, a President, as it deems necessary for the efficient management and operation of OCC. The Commission agrees that a waiver of the 30-day operative delay is appropriate under the particular facts and circumstances concerning this proposed rule change, as the proposed rule change does not present novel or controversial issues. As OCC stated, Article IV, Section 1 of the By-Laws currently provides the Board with discretionary authority to elect or otherwise designate an officer of OCC to serve as President. OCC stated further that the proposed rule change would provide additional clarity and transparency around the Board's authority to elect a President, particularly in light of recent OCC filing SR-OCC-2017-002. Accordingly, the Commission designates the proposed rule change to be operative upon filing.\19\ --------------------------------------------------------------------------- \19\ For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.\20\ --------------------------------------------------------------------------- \20\ Notwithstanding its immediate effectiveness, implementation of this rule change will be delayed until this change is deemed certified under CFTC Regulation Sec. 40.6. --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and [[Page 23123]] arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-OCC-2017-012 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-OCC-2017-012. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of OCC and on OCC's Web site at http://www.theocc.com/components/docs/legal/rules_and_bylaws/sr_occ_17_012.pdf. 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-OCC-2017-012 and should be submitted on or before June 9, 2017. --------------------------------------------------------------------------- \21\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\21\ Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-10127 Filed 5-18-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 96 / Friday, May 19, 2017 / Notices 23121
inspection and copying at the principal II. Clearing Agency’s Statement of the Office of the Executive Chairman
office of the Exchange. All comments Purpose of, and Statutory Basis for, the comprised of the Executive Chairman
received will be posted without change; Proposed Rule Change and Chief Executive Officer, the COO
the Commission does not edit personal In its filing with the Commission, and the CAO. Pursuant to Article IV,
identifying information from OCC included statements concerning Section 8 of the By-Laws, the COO and
submissions. You should submit only the purpose of and basis for the CAO are responsible for the aspects of
information that you wish to make proposed rule change and discussed any OCC’s business that do not report
available publicly. All submissions comments it received on the proposed directly to the Executive Chairman, with
should refer to File No. SR–CBOE– rule change. The text of these statements such responsibilities being determined
2017–039, and should be submitted on may be examined at the places specified by the Board to promote the efficient
or before June 9, 2017. in Item IV below. OCC has prepared and effective management and operation
For the Commission, by the Division of summaries, set forth in sections (A), (B), of OCC. The By-Laws and Rules also
Trading and Markets, pursuant to delegated and (C) below, of the most significant address various other authorities and
authority.10 aspects of these statements. All terms responsibilities of the COO and CAO.9
Eduardo A. Aleman, with initial capitalization that are not The proposed rule change would
Assistant Secretary. otherwise defined herein have the same provide that the Board may, in its
meaning as set forth in the OCC By- discretion, designate that the COO also
[FR Doc. 2017–10126 Filed 5–18–17; 8:45 am]
Laws and Rules.5 serve as President. The two roles would
BILLING CODE 8011–01–P
not, however, be tied together by
(A) Clearing Agency’s Statement of the operation of the By-Laws as it was prior
Purpose of, and Statutory Basis for, the to the approval of SR–OCC–2017–002
SECURITIES AND EXCHANGE
Proposed Rule Change and would instead provide the Board
COMMISSION
1. Purpose with the discretionary authority to make
[Release No. 34–80672; File No. SR–OCC– this determination as it deems
2017–012] On April 26, 2017, the Commission appropriate. The proposed rule change
approved a proposed rule change by is not intended to modify OCC’s current
Self-Regulatory Organizations; The OCC that, among other things, amended management structure or the allocation
Options Clearing Corporation; Notice OCC’s By-Laws and Rules to: (1) of duties and responsibilities currently
of Filing and Immediate Effectiveness Remove all references to OCC’s associated with the roles of COO or
of Proposed Rule Change Concerning President to reflect the fact that the CAO as set forth in By-Laws and Rules.
the Options Clearing Corporation’s President would no longer be a If the Board determines to designate that
Management Structure recognized officer within OCC’s the COO also serve as President, the
May 15, 2017.
management and (2) reallocate the authority and responsibilities of the
Pursuant to Section 19(b)(1) of the authority and responsibilities COO and President would continue to
Securities Exchange Act of 1934 previously granted to the President be governed by the allocation of
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 between the COO and a newly authority and responsibilities of the
notice is hereby given that on May 5, appointed Chief Administrative Officer COO as currently set forth in OCC’s By-
2017, The Options Clearing Corporation (‘‘CAO’’).6 OCC is now proposing to Laws and Rules. The proposed rule
(‘‘OCC’’) filed with the Securities and amend Article IV, Section 1 of the By- change would take a similar approach to
Exchange Commission (‘‘Commission’’) Laws to provide that the Board may, in the previous construction of OCC’s By-
the proposed rule change as described its discretion, designate that the COO Laws and Rules regarding the role of
in Items I, II, and III below; Items I and also serve as President of OCC. The COO and President; however, the
II have been prepared primarily by OCC. purpose of the proposed rule change is proposed approach would now describe
OCC filed the proposed rule change to provide further clarity and the authority and responsibilities of the
pursuant to Section 19(b)(3)(A)(iii) of transparency around OCC’s President and COO throughout the By-
the Act 3 and Rule 19b–4(f)(6) 4 management structure and the roles and Laws and Rules in terms of this officer’s
thereunder so that the proposal was titles of its senior management. capacity as COO (as opposed to
Prior to the approval of SR–OCC– President).
effective upon filing with the
2017–002,7 OCC’s By-Laws stipulated OCC notes that, under Article IV,
Commission. The Commission is
that its President would also serve as Section 1 of the By-Laws, the Board
publishing this notice to solicit
COO, with the authority and may, but need not, elect such other
comments on the proposed rule change
responsibilities of the COO and officers (i.e., officers in addition to the
from interested persons.
President primarily being addressed Executive Chairman, Member Vice
I. Clearing Agency’s Statement of the throughout the By-Laws and Rules in Chairman, COO, CAO, Secretary, and
Terms of Substance of the Proposed terms of this officer’s capacity as Treasurer) as it may from time to time
Rule Change President. As a result of SR–OCC–2017–
This proposed rule change by OCC 002,8 OCC’s By-Laws and Rules were 9 For example, OCC’s Rules provide the Executive
amended to eliminate all references to Chairman, COO and CAO with the authority to,
concerns the amendment of OCC’s By- among other things, impose certain restrictions on
Laws to provide that the Board of the President; however, the position of a Clearing Member’s transactions, positions and
Directors (‘‘Board’’) may, in its COO was retained, and OCC’s senior activities based on the financial or operational
asabaliauskas on DSK3SPTVN1PROD with NOTICES
discretion, designate the Chief management was reorganized within an condition of the Clearing Member (Rule 305);
extend settlement times in emergency conditions;
Operating Officer (‘‘COO’’) to act as (Rule 505); waive the required margin deposit of a
5 OCC’s By-Laws and Rules can be found on
President of OCC. OCC’s public Web site: http://optionsclearing.com/
Clearing Member in the interest of maintaining fair
and orderly markets (Rule 609A); and make a
about/publications/bylaws.jsp. determination as to whether the immediate
10 17 CFR 200.30–3(a)(12). 6 See Securities Exchange Act Release No. 80531
1 15
liquidation of some or all of a suspended Clearing
U.S.C. 78s(b)(1). (April 26, 2017), 82 FR 20502 (May 2, 2017) (SR– Member’s margin deposits and/or contributions to
2 17 CFR 240.19b–4. OCC–2017–002). the Clearing Fund would not be in the best interests
3 15 U.S.C. 78s(b)(3)(A)(iii). 7 Id.
of the OCC, other Clearing Members, or the general
4 17 CFR 240.19b–4(f)(6). 8 Id. public (Rule 1104).
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![Federal Register / Vol. 82, No. 96 / Friday, May 19, 2017 / Notices 23123
arguments concerning the foregoing, For the Commission, by the Division of the places specified in Item IV below.
including whether the proposed rule Trading and Markets, pursuant to delegated The Exchange has prepared summaries,
change is consistent with the Act. authority.21 set forth in sections A, B, and C below,
Comments may be submitted by any of Eduardo A. Aleman, of the most significant parts of such
the following methods: Assistant Secretary. statements.
[FR Doc. 2017–10127 Filed 5–18–17; 8:45 am]
Electronic Comments A. Self-Regulatory Organization’s
BILLING CODE 8011–01–P
Statement of the Purpose of, and the
• Use the Commission’s Internet Statutory Basis for, the Proposed Rule
comment form (http://www.sec.gov/ SECURITIES AND EXCHANGE Change
rules/sro.shtml); or COMMISSION 1. Purpose
• Send an email to rule-comments@
[Release No. 34–80677; File No. SR–NYSE– The Exchange proposes to amend its
sec.gov. Please include File Number SR– 2017–20] listing standard for Acquisition
OCC–2017–012 on the subject line.
Companies (or ‘‘ACs’’) as set forth in
Self-Regulatory Organizations; New Section 102.06 of the NYSE Listed
Paper Comments
York Stock Exchange LLC; Notice of Company Manual (the ‘‘Manual’’) to
• Send paper comments in triplicate Filing of Proposed Rule Change change its shareholder vote requirement
to Secretary, Securities and Exchange Amending Its Listing Standard for for the approval of a Business
Commission, 100 F Street NE., Special Purpose Acquisition Combination.
Washington, DC 20549–1090. Companies To Change Shareholder An AC (typically known in the
Vote Requirement for the Approval of marketplace as a special purpose
All submissions should refer to File a Business Combination acquisition company or ‘‘SPAC’’) is a
Number SR–OCC–2017–012. This file
May 15, 2017. special purpose company formed for the
number should be included on the purpose of effecting a merger, capital
subject line if email is used. To help the Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 stock exchange, asset acquisition, stock
Commission process and review your purchase, reorganization or similar
comments more efficiently, please use (‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on May 1, business combination with one or more
only one method. The Commission will operating businesses or assets with a fair
post all comments on the Commission’s 2017, New York Stock Exchange LLC
(‘‘NYSE’’ or ‘‘Exchange’’) filed with the market value equal to at least 80% of the
Internet Web site (http://www.sec.gov/ net assets of the AC held in trust (net
Securities and Exchange Commission
rules/sro.shtml). Copies of the of amounts disbursed to management
(‘‘Commission’’) the proposed rule
submission, all subsequent change as described in Items I, II, and for working capital purposes and
amendments, all written statements III below, which Items have been excluding the amount of any deferred
with respect to the proposed rule prepared by the self-regulatory underwriting discount held in trust) (a
change that are filed with the organization. The Commission is ‘‘Business Combination’’).
Commission, and all written publishing this notice to solicit Section 102.06 subjects any AC listed
communications relating to the comments on the proposed rule change on the NYSE to the following
proposed rule change between the from interested persons. requirements (among others):
Commission and any person, other than • If the AC holds a shareholder vote
those that may be withheld from the I. Self-Regulatory Organization’s on a Business Combination, it must be
public in accordance with the Statement of the Terms of Substance of approved by a majority of the votes cast
the Proposed Rule Change by public shareholders 4 at the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and The Exchange proposes to amend its shareholder meeting at which the
printing in the Commission’s Public listing standard for Acquisition Business Combination is being
Reference Room, 100 F Street NE., Companies (‘‘ACs’’) to change its considered;
shareholder vote requirement for the • if a shareholder vote on a Business
Washington, DC 20549, on official
approval of a Business Combination. Combination is held, each public
business days between the hours of
The proposed rule change is available shareholder voting against the Business
10:00 a.m. and 3:00 p.m. Copies of such
on the Exchange’s Web site at Combination will have the right to
filing also will be available for convert its shares of common stock into
inspection and copying at the principal www.nyse.com, at the principal office of
the Exchange, and at the Commission’s a pro rata share of the aggregate amount
office of OCC and on OCC’s Web site at then on deposit in the trust account (net
Public Reference Room.
http://www.theocc.com/components/ of taxes payable, and amounts disbursed
docs/legal/rules_and_bylaws/sr_occ_17_ II. Self-Regulatory Organization’s to management for working capital
012.pdf. Statement of the Purpose of, and purposes), provided that the Business
All comments received will be posted Statutory Basis for, the Proposed Rule Combination is approved and
Change consummated; 5
without change; the Commission does
not edit personal identifying In its filing with the Commission, the
4 Shares held by directors, officers, or their
information from submissions. You self-regulatory organization included
immediate families and other concentrated holding
asabaliauskas on DSK3SPTVN1PROD with NOTICES
should submit only information that statements concerning the purpose of, of 10 percent or more are excluded in calculating
you wish to make available publicly. and basis for, the proposed rule change the number of publicly-held shares.
and discussed any comments it received 5 An AC can establish a limit (set no lower than
All submissions should refer to File on the proposed rule change. The text 10% of the shares sold in the AC’s IPO) as to the
Number SR–OCC–2017–012 and should of those statements may be examined at maximum number of shares with respect to which
be submitted on or before June 9, 2017. any public shareholder, together with any affiliate
of such shareholder or any person with whom such
1 15 U.S.C. 78s(b)(1). shareholder is acting as a ‘‘group’’ (as such term is
2 15 U.S.C. 78a. used in Sections 13(d) and 14(d) of the Exchange
21 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4. Act) may exercise conversion rights;
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Document Created: 2018-11-08 08:47:54
Document Modified: 2018-11-08 08:47:54
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 23121 |
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