82 FR 49899 - Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Its Amended and Restated Certificate of Incorporation

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 207 (October 27, 2017)

Page Range		49899-49900
FR Document		2017-23378
Federal Register, Volume 82 Issue 207 (Friday, October 27, 2017)
[Federal Register Volume 82, Number 207 (Friday, October 27, 2017)]
[Notices]
[Pages 49899-49900]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-23378]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81925; File No. SR-BatsBYX-2017-26]


Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
to Its Amended and Restated Certificate of Incorporation

October 23, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on October 13, 2017, Bats BYX Exchange, Inc. (the ``Exchange'' or 
``BYX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange seeks to amend its Amended and Restated Certificate of 
Incorporation. The text of the proposed rule change is provided below.
(additions are italicized; deletions are [bracketed])
* * * * *

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BATS BYX EXCHANGE, 
INC.

    The name of the corporation is Bats BYX Exchange, Inc. The 
corporation filed its original Certificate of Incorporation with the 
Secretary of State of the State of Delaware on July 30, 2009 under the 
name BATS Y-Exchange, Inc. This Amended and Restated Certificate of 
Incorporation of the corporation, which restates and integrates and 
also further amends the provisions of the corporation's Certificate of 
Incorporation, was duly adopted in accordance with the provisions of 
Sections 242 and 245 of the General Corporation Law of the State of 
Delaware and by the written consent of its sole stockholder in 
accordance with Section 228 of the General Corporation Law of the State 
of Delaware. The [Amended and Restated] Certificate of Incorporation of 
the corporation is hereby amended, integrated and restated to read in 
its entirety as follows:
* * * * *
    The text of the proposed rule change is available at the Exchange's 
Web site at www.bats.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 Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant parts of such 
statements.

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    BYX recently amended its Certificate of Incorporation in connection 
with a corporate transaction (the ``Transaction'') involving, among 
other things, the recent acquisition of BYX, along with Bats BZX 
Exchange, Inc. (``Bats BZX''), Bats EDGX Exchange, Inc. (``Bats 
EDGX''), and Bats EDGA Exchange, Inc. (``Bats EDGA'' and, together with 
Bats BYX, Bats EDGX, and Bats BZX, the ``Bats Exchanges'') by CBOE 
Holdings, Inc. (``CBOE Holdings''). CBOE Holdings is also the parent of 
Chicago Board Options Exchange, Incorporated (``CBOE'') and C2 Options 
Exchange, Incorporated (``C2''). Particularly, the filing proposed, 
among other things, to amend and restate the certificate of 
incorporation of the Exchange based on certificates of incorporation of 
CBOE and C2.\3\ The Exchange notes that in conforming the Exchange's 
Certificate to the certificates of CBOE and C2, it inadvertently (1) 
did not comply with a provision of Delaware law and (ii) referred to an 
inaccurate version of the Certificate in the introductory paragraph. 
The Exchange seeks to correct those errors.
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    \3\ See Securities Exchange Act Release No. 81498 (August 30, 
2017), 82 FR 42127 (September 6, 2017) (SR-BatsBYX-2017-19).
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    Particularly, Section 245(c) of the Delaware General Corporation 
Law (DGCL) requires that a restated certificate of incorporation 
``shall state, either in its heading or in an introductory paragraph, 
the corporation's present name, and, if it has been changed, the name 
under which it was originally incorporated, and the date of filing of 
its original certificate of incorporation with the secretary of 
state.'' The Exchange notes that the conformed Certificate did not 
reference the name under which the corporation was originally 
incorporated (i.e., ``BATS Y-Exchange, Inc.''). In order to comply with 
Section 245(c) of the DGCL, the Exchange proposes to amend its 
Certificate to add a reference to its original name.
    The Exchange also notes that the last sentence of the introductory 
paragraph which provides that the current certificate is ``amended, 
integrated and restated to read in its entirety as follows:'' 
mistakenly references the new

[[Page 49900]]

title of the amended Certificate (i.e., ``Amended and Restated 
Certificate of Incorporation'') instead of the title of the then 
current (and now previous) Certificate (``Certificate of 
Incorporation''). As such, the Exchange proposes to eliminate the new 
title reference ``Amended and Restated'' from that sentence to 
accurately reflect the correct version of the Certificate that was 
amended and restated.
    The Exchange notes that the proposed changes are concerned solely 
with the administration of the Exchange and do not affect the meaning, 
administration, or enforcement of any rules of the Exchange or the 
rights, obligations, or privileges of Exchange members or their 
associated persons is [sic] any way.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\4\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \5\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \6\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ Id.
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    In particular, the Exchange believes correcting inadvertent non-
substantive, technical errors in its Certificate in order to comply 
with Delaware law and reflect the correct and accurate version of the 
Certificate that was amended will avoid potential confusion, thereby 
removing impediments to, and perfecting the mechanism for a free and 
open market and a national market system, and, in general, protecting 
investors and the public interest of market participants. As noted 
above, the proposed changes do not affect the meaning, administration, 
or enforcement of any rules of the Exchange or the rights, obligations, 
or privileges of Exchange members or their associated persons is any 
way.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe the proposed rule change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. Rather, the proposed rule change is merely 
attempting to correct inadvertent technical errors in the Exchange's 
introductory paragraph of its Certificate. The proposed rule change has 
no impact on competition.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \7\ and paragraph (f) of Rule 19b-4 \8\ 
thereunder. 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. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BatsBYX-2017-26 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-BatsBYX-2017-26. 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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BatsBYX-2017-26 and should 
be submitted on or before November 17, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23378 Filed 10-26-17; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 49899

significantly impact competition or notice is hereby given that on October Exchange has prepared summaries, set
capital formation. As such, after 13, 2017, Bats BYX Exchange, Inc. (the forth in Sections A, B, and C below, of
considering the protection of investors ‘‘Exchange’’ or ‘‘BYX’’) filed with the the most significant parts of such
and whether the action will promote Securities and Exchange Commission statements.
efficiency, competition, and capital (‘‘Commission’’) the proposed rule
(A) Self-Regulatory Organization’s
formation, we believe there is a change as described in Items I, II and III
Statement of the Purpose of, and
sufficient basis for the Commission to below, which Items have been prepared
Statutory Basis for, the Proposed Rule
determine that applying the Proposed by the Exchange. The Commission is
Change
Rules, other than the provisions related publishing this notice to solicit
to CAMs, to the audits of EGCs is comments on the proposed rule change 1. Purpose
necessary or appropriate in the public from interested persons. BYX recently amended its Certificate
interest. of Incorporation in connection with a
I. Self-Regulatory Organization’s
V. Conclusion Statement of the Terms of Substance of corporate transaction (the
the Proposed Rule Change ‘‘Transaction’’) involving, among other
The Commission has carefully
things, the recent acquisition of BYX,
reviewed and considered the Proposed The Exchange seeks to amend its
along with Bats BZX Exchange, Inc.
Rules, the information submitted Amended and Restated Certificate of
(‘‘Bats BZX’’), Bats EDGX Exchange, Inc.
therewith by the PCAOB, and the Incorporation. The text of the proposed
(‘‘Bats EDGX’’), and Bats EDGA
comment letters received. In connection rule change is provided below.
Exchange, Inc. (‘‘Bats EDGA’’ and,
with the PCAOB’s filing and the
(additions are italicized; deletions are together with Bats BYX, Bats EDGX, and
Commission’s review,
A. The Commission finds that the [bracketed]) Bats BZX, the ‘‘Bats Exchanges’’) by
Proposed Rules are consistent with the * * * * * CBOE Holdings, Inc. (‘‘CBOE
requirements of the Sarbanes-Oxley Act Holdings’’). CBOE Holdings is also the
AMENDED AND RESTATED parent of Chicago Board Options
and the securities laws and are
CERTIFICATE OF INCORPORATION Exchange, Incorporated (‘‘CBOE’’) and
necessary or appropriate in the public
of BATS BYX EXCHANGE, INC. C2 Options Exchange, Incorporated
interest or for the protection of
investors; and The name of the corporation is Bats (‘‘C2’’). Particularly, the filing proposed,
B. Separately, the Commission finds BYX Exchange, Inc. The corporation among other things, to amend and
that the application of the Proposed filed its original Certificate of restate the certificate of incorporation of
Rules to the audits of EGCs, which do Incorporation with the Secretary of State the Exchange based on certificates of
not have a requirement to communicate of the State of Delaware on July 30, 2009 incorporation of CBOE and C2.3 The
CAMs, is necessary or appropriate in the under the name BATS Y-Exchange, Inc. Exchange notes that in conforming the
public interest, after considering the This Amended and Restated Certificate Exchange’s Certificate to the certificates
protection of investors and whether the of Incorporation of the corporation, of CBOE and C2, it inadvertently (1) did
action will promote efficiency, which restates and integrates and also not comply with a provision of
competition, and capital formation. further amends the provisions of the Delaware law and (ii) referred to an
It is therefore ordered, pursuant to corporation’s Certificate of inaccurate version of the Certificate in
Section 107 of the Sarbanes-Oxley Act Incorporation, was duly adopted in the introductory paragraph. The
and Section 19(b)(2) of the Exchange accordance with the provisions of Exchange seeks to correct those errors.
Act, that the Proposed Rules (File No. Sections 242 and 245 of the General Particularly, Section 245(c) of the
PCAOB–2017–01) be and hereby are Corporation Law of the State of Delaware General Corporation Law
approved. (DGCL) requires that a restated
Delaware and by the written consent of
certificate of incorporation ‘‘shall state,
By the Commission. its sole stockholder in accordance with
either in its heading or in an
Eduardo A. Aleman, Section 228 of the General Corporation
introductory paragraph, the
Assistant Secretary. Law of the State of Delaware. The
corporation’s present name, and, if it
[Amended and Restated] Certificate of
[FR Doc. 2017–23379 Filed 10–26–17; 8:45 am] has been changed, the name under
Incorporation of the corporation is
BILLING CODE 8011–01–P which it was originally incorporated,
hereby amended, integrated and restated
and the date of filing of its original
to read in its entirety as follows:
certificate of incorporation with the
SECURITIES AND EXCHANGE * * * * * secretary of state.’’ The Exchange notes
COMMISSION The text of the proposed rule change that the conformed Certificate did not
is available at the Exchange’s Web site reference the name under which the
[Release No. 34–81925; File No. SR– at www.bats.com, at the principal office
BatsBYX–2017–26] corporation was originally incorporated
of the Exchange, and at the (i.e., ‘‘BATS Y-Exchange, Inc.’’). In order
Self-Regulatory Organizations; Bats Commission’s Public Reference Room. to comply with Section 245(c) of the
BYX Exchange, Inc.; Notice of Filing II. Self-Regulatory Organization’s DGCL, the Exchange proposes to amend
and Immediate Effectiveness of a Statement of the Purpose of, and its Certificate to add a reference to its
Proposed Rule Change Relating to Its Statutory Basis for, the Proposed Rule original name.
Amended and Restated Certificate of Change The Exchange also notes that the last
asabaliauskas on DSKBBXCHB2PROD with NOTICES

Incorporation sentence of the introductory paragraph
In its filing with the Commission, the
which provides that the current
October 23, 2017. Exchange included statements
certificate is ‘‘amended, integrated and
Pursuant to Section 19(b)(1) of the concerning the purpose of and basis for
restated to read in its entirety as
Securities Exchange Act of 1934 (the the proposed rule change and discussed
follows:’’ mistakenly references the new
‘‘Act’’),1 and Rule 19b–4 thereunder,2 any comments it received on the
proposed rule change. The text of these 3 See Securities Exchange Act Release No. 81498
1 15 U.S.C. 78s(b)(1). statements may be examined at the (August 30, 2017), 82 FR 42127 (September 6, 2017)
2 17 CFR 240.19b–4. places specified in Item IV below. The (SR–BatsBYX–2017–19).

VerDate Sep<11>2014 17:54 Oct 26, 2017 Jkt 244001 PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 E:\FR\FM\27OCN1.SGM 27OCN1
49900 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices

title of the amended Certificate (i.e., enforcement of any rules of the Paper Comments
‘‘Amended and Restated Certificate of Exchange or the rights, obligations, or • Send paper comments in triplicate
Incorporation’’) instead of the title of the privileges of Exchange members or their to Brent J. Fields, Secretary, Securities
then current (and now previous) associated persons is any way. and Exchange Commission, 100 F Street
Certificate (‘‘Certificate of NE., Washington, DC 20549–1090.
(B) Self-Regulatory Organization’s
Incorporation’’). As such, the Exchange
Statement on Burden on Competition All submissions should refer to File
proposes to eliminate the new title
Number SR–BatsBYX–2017–26. This
reference ‘‘Amended and Restated’’ The Exchange does not believe the file number should be included on the
from that sentence to accurately reflect proposed rule change will impose any subject line if email is used. To help the
the correct version of the Certificate that burden on competition not necessary or Commission process and review your
was amended and restated. appropriate in furtherance of the comments more efficiently, please use
The Exchange notes that the proposed purposes of the Act. Rather, the only one method. The Commission will
changes are concerned solely with the proposed rule change is merely
administration of the Exchange and do post all comments on the Commission’s
attempting to correct inadvertent Internet Web site (http://www.sec.gov/
not affect the meaning, administration, technical errors in the Exchange’s
or enforcement of any rules of the rules/sro.shtml). Copies of the
introductory paragraph of its Certificate. submission, all subsequent
Exchange or the rights, obligations, or The proposed rule change has no impact
privileges of Exchange members or their amendments, all written statements
on competition. with respect to the proposed rule
associated persons is [sic] any way.
(C) Self-Regulatory Organization’s change that are filed with the
2. Statutory Basis Commission, and all written
Statement on Comments on the
The Exchange believes the proposed Proposed Rule Change Received From communications relating to the
rule change is consistent with the Members, Participants or Others proposed rule change between the
Securities Exchange Act of 1934 (the Commission and any person, other than
‘‘Act’’) and the rules and regulations The Exchange neither solicited nor those that may be withheld from the
thereunder applicable to the Exchange received comments on the proposed public in accordance with the
and, in particular, the requirements of rule change. provisions of 5 U.S.C. 552, will be
Section 6(b) of the Act.4 Specifically, available for Web site viewing and
III. Date of Effectiveness of the
the Exchange believes the proposed rule printing in the Commission’s Public
Proposed Rule Change and Timing for
change is consistent with the Section Reference Room, 100 F Street NE.,
Commission Action
6(b)(5) 5 requirements that the rules of Washington, DC 20549, on official
an exchange be designed to prevent The foregoing rule change has become business days between the hours of
fraudulent and manipulative acts and effective pursuant to Section 19(b)(3)(A) 10:00 a.m. and 3:00 p.m. Copies of the
practices, to promote just and equitable of the Act 7 and paragraph (f) of Rule filing also will be available for
principles of trade, to foster cooperation 19b–4 8 thereunder. At any time within inspection and copying at the principal
and coordination with persons engaged 60 days of the filing of the proposed rule office of the Exchange. All comments
in regulating, clearing, settling, change, the Commission summarily may received will be posted without change.
processing information with respect to, temporarily suspend such rule change if Persons submitting comments are
and facilitating transactions in it appears to the Commission that such cautioned that we do not redact or edit
securities, to remove impediments to action is necessary or appropriate in the personal identifying information from
and perfect the mechanism of a free and public interest, for the protection of comment submissions. You should
open market and a national market investors, or otherwise in furtherance of submit only information that you wish
system, and, in general, to protect the purposes of the Act. If the to make available publicly. All
investors and the public interest. Commission takes such action, the submissions should refer to File
Additionally, the Exchange believes the Commission will institute proceedings Number SR–BatsBYX–2017–26 and
proposed rule change is consistent with to determine whether the proposed rule should be submitted on or before
the Section 6(b)(5) 6 requirement that change should be approved or November 17, 2017.
the rules of an exchange not be designed disapproved. For the Commission, by the Division of
to permit unfair discrimination between Trading and Markets, pursuant to delegated
IV. Solicitation of Comments authority.9
customers, issuers, brokers, or dealers.
In particular, the Exchange believes Interested persons are invited to Eduardo A. Aleman,
correcting inadvertent non-substantive, submit written data, views, and Assistant Secretary.
technical errors in its Certificate in arguments concerning the foregoing, [FR Doc. 2017–23378 Filed 10–26–17; 8:45 am]
order to comply with Delaware law and including whether the proposed rule BILLING CODE 8011–01–P
reflect the correct and accurate version change is consistent with the Act.
of the Certificate that was amended will Comments may be submitted by any of
avoid potential confusion, thereby the following methods: SECURITIES AND EXCHANGE
removing impediments to, and COMMISSION
perfecting the mechanism for a free and Electronic Comments
[Investment Company Act Release No.
open market and a national market
• Use the Commission’s Internet 32865; 812–14795]
asabaliauskas on DSKBBXCHB2PROD with NOTICES

system, and, in general, protecting
comment form (http://www.sec.gov/
investors and the public interest of Blackstone/GSO Floating Rate
rules/sro.shtml); or
market participants. As noted above, the Enhanced Income Fund, et al.
proposed changes do not affect the • Send an email to rule-comments@
meaning, administration, or sec.gov. Please include File Number SR– October 23, 2017.
BatsBYX–2017–26 on the subject line. AGENCY:Securities and Exchange
4 15 U.S.C. 78f(b). Commission (‘‘Commission’’).
5 15 U.S.C. 78f(b)(5). 7 15 U.S.C. 78s(b)(3)(A).
6 Id. 8 17 CFR 240.19b–4(f). 9 17 CFR 200.30–3(a)(12).

VerDate Sep<11>2014 17:54 Oct 26, 2017 Jkt 244001 PO 00000 Frm 00120 Fmt 4703 Sfmt 4703 E:\FR\FM\27OCN1.SGM 27OCN1
Document Created: 2017-10-27 02:06:44
Document Modified: 2017-10-27 02:06:44
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		82 FR 49899