82 FR 50175 - Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Make Technical Corrections to Its Second Amended and Restated Certificate of Incorporation

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 208 (October 30, 2017)

Page Range		50175-50176
FR Document		2017-23485
Federal Register, Volume 82 Issue 208 (Monday, October 30, 2017)
[Federal Register Volume 82, Number 208 (Monday, October 30, 2017)]
[Notices]
[Pages 50175-50176]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-23485]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81936; File No. SR-BatsEDGA-2017-27]


Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To Make 
Technical Corrections to Its Second Amended and Restated Certificate of 
Incorporation

October 24, 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 EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') 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 Second Amended and Restated 
Certificate of Incorporation. The text of the proposed rule change is 
provided below.

(additions are italicized; deletions are [bracketed])
* * * * *
Second Amended and Restated Certificate of Incorporation of Bats EDGA 
Exchange, Inc.
    The name of the corporation is Bats EDGA Exchange, Inc. The 
corporation filed its original Certificate of Incorporation with the 
Secretary of State of the State of Delaware on March 9, 2009 under the 
name EDGA Exchange, Inc. This Second Amended and Restated Certificate 
of Incorporation of the corporation, which restates and integrates and 
also further amends the provisions of the corporation's Restated 
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 [Second 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
    EDGA recently amended its Restated Certificate of Incorporation in 
connection with a corporate transaction (the ``Transaction'') 
involving, among other things, the recent acquisition of EDGA, along 
with Bats BYX Exchange, Inc. (``Bats BYX''), Bats BZX Exchange, Inc. 
(``Bats BZX''), and Bats EDGX Exchange, Inc. (``Bats EDGX'' and, 
together with Bats EDGA, Bats BYX, 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. 81496 (August 30, 
2017), 82 FR 42206 (September 6, 2017) (SR-BatsEDGA-2017-22).
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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., ``EDGA 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 it inadvertently did not reference the 
correct version of the Certificate in two places in the introductory 
paragraph. Particularly, the Exchange notes that the third sentence of 
the introductory paragraph provides that the Second Amended and 
Restated Certificate of Incorporation of the corporation restated and 
integrated and also further amended

[[Page 50176]]

the provisions of the corporation's ``Certificate of Incorporation'' 
instead of the then current (and now previous) version titled, 
``Restated Certificate of Incorporation''. Additionally, 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 title of the 
amended Certificate (i.e., ``Second Amended and Restated Certificate of 
Incorporation'') instead of the title of the then current (and now 
previous) Certificate (``Restated Certificate of Incorporation''). As 
such, the Exchange proposes to add ``Restated'' to the third sentence 
and eliminate the new title reference ``Second Amended and'' from the 
last 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-BatsEDGA-2017-27 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-BatsEDGA-2017-27. 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-BatsEDGA-2017-27 and should 
be submitted on or before November 20, 2017.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-23485 Filed 10-27-17; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices 50175

with respect to the proposed rule comments on the proposed rule change (A) Self-Regulatory Organization’s
change that are filed with the from interested persons. Statement of the Purpose of, and
Commission, and all written Statutory Basis for, the Proposed Rule
communications relating to the I. Self-Regulatory Organization’s Change
proposed rule change between the Statement of the Terms of Substance of
the Proposed Rule Change 1. Purpose
Commission and any person, other than
those that may be withheld from the EDGA recently amended its Restated
The Exchange seeks to amend its Certificate of Incorporation in
public in accordance with the Second Amended and Restated
provisions of 5 U.S.C. 552, will be connection with a corporate transaction
Certificate of Incorporation. The text of (the ‘‘Transaction’’) involving, among
available for Web site viewing and the proposed rule change is provided
printing in the Commission’s Public other things, the recent acquisition of
below. EDGA, along with Bats BYX Exchange,
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official (additions are italicized; deletions are Inc. (‘‘Bats BYX’’), Bats BZX Exchange,
business days between the hours of [bracketed]) Inc. (‘‘Bats BZX’’), and Bats EDGX
10:00 a.m. and 3:00 p.m. Copies of the Exchange, Inc. (‘‘Bats EDGX’’ and,
* * * * *
filing also will be available for together with Bats EDGA, Bats BYX, and
inspection and copying at the principal Second Amended and Restated Bats BZX, the ‘‘Bats Exchanges’’) by
office of the Exchange. All comments Certificate of Incorporation of Bats CBOE Holdings, Inc. (‘‘CBOE
received will be posted without change. EDGA Exchange, Inc. Holdings’’). CBOE Holdings is also the
Persons submitting comments are parent of Chicago Board Options
cautioned that we do not redact or edit The name of the corporation is Bats Exchange, Incorporated (‘‘CBOE’’) and
personal identifying information from EDGA Exchange, Inc. The corporation C2 Options Exchange, Incorporated
comment submissions. You should filed its original Certificate of (‘‘C2’’). Particularly, the filing proposed,
submit only information that you wish Incorporation with the Secretary of State among other things, to amend and
to make available publicly. All of the State of Delaware on March 9, restate the certificate of incorporation of
submissions should refer to File 2009 under the name EDGA Exchange, the Exchange based on certificates of
Number SR–MIAX–2017–42 and should Inc. This Second Amended and Restated incorporation of CBOE and C2.3 The
be submitted on or before November 20, Certificate of Incorporation of the Exchange notes that in conforming the
2017. corporation, which restates and Exchange’s Certificate to the certificates
integrates and also further amends the of CBOE and C2, it inadvertently (1) did
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
provisions of the corporation’s Restated not comply with a provision of
authority.23 Certificate of Incorporation, was duly Delaware law and (ii) referred to an
Robert W. Errett, adopted in accordance with the inaccurate version of the Certificate in
provisions of Sections 242 and 245 of the introductory paragraph. The
Deputy Secretary.
the General Corporation Law of the Exchange seeks to correct those errors.
[FR Doc. 2017–23482 Filed 10–27–17; 8:45 am] Particularly, Section 245(c) of the
State of Delaware and by the written
BILLING CODE 8011–01–P
consent of its sole stockholder in Delaware General Corporation Law
accordance with Section 228 of the (DGCL) requires that a restated
General Corporation Law of the State of certificate of incorporation ‘‘shall state,
SECURITIES AND EXCHANGE either in its heading or in an
COMMISSION Delaware. The [Second Amended and]
Restated Certificate of Incorporation of introductory paragraph, the
[Release No. 34–81936; File No. SR– the corporation is hereby amended, corporation’s present name, and, if it
BatsEDGA–2017–27] integrated and restated to read in its has been changed, the name under
entirety as follows: which it was originally incorporated,
Self-Regulatory Organizations; Bats and the date of filing of its original
EDGA Exchange, Inc.; Notice of Filing * * * * * certificate of incorporation with the
and Immediate Effectiveness of a The text of the proposed rule change secretary of state.’’ The Exchange notes
Proposed Rule Change To Make is available at the Exchange’s Web site that the conformed Certificate did not
Technical Corrections to Its Second at www.bats.com, at the principal office reference the name under which the
Amended and Restated Certificate of of the Exchange, and at the corporation was originally incorporated
Incorporation Commission’s Public Reference Room. (i.e., ‘‘EDGA Exchange, Inc.’’). In order
to comply with Section 245(c) of the
October 24, 2017. II. Self-Regulatory Organization’s DGCL, the Exchange proposes to amend
Pursuant to Section 19(b)(1) of the Statement of the Purpose of, and its Certificate to add a reference to its
Securities Exchange Act of 1934 (the Statutory Basis for, the Proposed Rule original name.
‘‘Act’’),1 and Rule 19b–4 thereunder,2 Change The Exchange also notes that it
notice is hereby given that on October inadvertently did not reference the
13, 2017, Bats EDGA Exchange, Inc. (the In its filing with the Commission, the
Exchange included statements correct version of the Certificate in two
‘‘Exchange’’ or ‘‘EDGA’’) filed with the places in the introductory paragraph.
Securities and Exchange Commission concerning the purpose of and basis for
Particularly, the Exchange notes that the
(‘‘Commission’’) the proposed rule the proposed rule change and discussed
third sentence of the introductory
any comments it received on the
sradovich on DSK3GMQ082PROD with NOTICES

change as described in Items I, II and III paragraph provides that the Second
below, which Items have been prepared proposed rule change. The text of these
Amended and Restated Certificate of
by the Exchange. The Commission is statements may be examined at the
Incorporation of the corporation restated
publishing this notice to solicit places specified in Item IV below. The
and integrated and also further amended
Exchange has prepared summaries, set
23 17 CFR 200.30–3(a)(12). forth in Sections A, B, and C below, of 3 See Securities Exchange Act Release No. 81496
1 15 U.S.C. 78s(b)(1). the most significant parts of such (August 30, 2017), 82 FR 42206 (September 6, 2017)
2 17 CFR 240.19b–4. statements. (SR–BatsEDGA–2017–22).

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50176 Federal Register / Vol. 82, No. 208 / Monday, October 30, 2017 / Notices

the provisions of the corporation’s order to comply with Delaware law and Comments may be submitted by any of
‘‘Certificate of Incorporation’’ instead of reflect the correct and accurate version the following methods:
the then current (and now previous) of the Certificate that was amended will
version titled, ‘‘Restated Certificate of Electronic Comments
avoid potential confusion, thereby
Incorporation’’. Additionally, the last removing impediments to, and • Use the Commission’s Internet
sentence of the introductory paragraph perfecting the mechanism for a free and comment form (http://www.sec.gov/
which provides that the current open market and a national market rules/sro.shtml); or
certificate is ‘‘amended, integrated and system, and, in general, protecting
restated to read in its entirety as investors and the public interest of • Send an email to rule-comments@
follows:’’ mistakenly references the new market participants. As noted above, the sec.gov. Please include File Number SR–
title of the amended Certificate (i.e., proposed changes do not affect the BatsEDGA–2017–27 on the subject line.
‘‘Second Amended and Restated meaning, administration, or Paper Comments
Certificate of Incorporation’’) instead of enforcement of any rules of the
the title of the then current (and now Exchange or the rights, obligations, or • Send paper comments in triplicate
previous) Certificate (‘‘Restated privileges of Exchange members or their to Brent J. Fields, Secretary, Securities
Certificate of Incorporation’’). As such, associated persons is any way. and Exchange Commission, 100 F Street
the Exchange proposes to add NE., Washington, DC 20549–1090.
‘‘Restated’’ to the third sentence and (B) Self-Regulatory Organization’s
Statement on Burden on Competition All submissions should refer to File
eliminate the new title reference
Number SR–BatsEDGA–2017–27. This
‘‘Second Amended and’’ from the last The Exchange does not believe the
file number should be included on the
sentence to accurately reflect the correct proposed rule change will impose any
subject line if email is used. To help the
version of the Certificate that was burden on competition not necessary or
Commission process and review your
amended and restated. appropriate in furtherance of the
The Exchange notes that the proposed comments more efficiently, please use
purposes of the Act. Rather, the
changes are concerned solely with the only one method. The Commission will
proposed rule change is merely
administration of the Exchange and do post all comments on the Commission’s
attempting to correct inadvertent
not affect the meaning, administration, Internet Web site (http://www.sec.gov/
technical errors in the Exchange’s
or enforcement of any rules of the rules/sro.shtml). Copies of the
introductory paragraph of its Certificate.
Exchange or the rights, obligations, or submission, all subsequent
The proposed rule change has no impact
privileges of Exchange members or their amendments, all written statements
on competition.
associated persons is [sic] any way. with respect to the proposed rule
(C) Self-Regulatory Organization’s change that are filed with the
2. Statutory Basis Statement on Comments on the Commission, and all written
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 The Exchange neither solicited nor Commission and any person, other than
‘‘Act’’) and the rules and regulations received comments on the proposed those that may be withheld from the
thereunder applicable to the Exchange rule change. public in accordance with the
and, in particular, the requirements of provisions of 5 U.S.C. 552, will be
Section 6(b) of the Act.4 Specifically, III. Date of Effectiveness of the available for Web site viewing and
the Exchange believes the proposed rule Proposed Rule Change and Timing for printing in the Commission’s Public
change is consistent with the Section Commission Action Reference Room, 100 F Street NE.,
6(b)(5) 5 requirements that the rules of The foregoing rule change has become Washington, DC 20549, on official
an exchange be designed to prevent effective pursuant to Section 19(b)(3)(A) business days between the hours of
fraudulent and manipulative acts and of the Act 7 and paragraph (f) of Rule 10:00 a.m. and 3:00 p.m. Copies of the
practices, to promote just and equitable 19b–4 8 thereunder. At any time within filing also will be available for
principles of trade, to foster cooperation 60 days of the filing of the proposed rule inspection and copying at the principal
and coordination with persons engaged change, the Commission summarily may office of the Exchange. All comments
in regulating, clearing, settling, temporarily suspend such rule change if received will be posted without change.
processing information with respect to, it appears to the Commission that such Persons submitting comments are
and facilitating transactions in action is necessary or appropriate in the cautioned that we do not redact or edit
securities, to remove impediments to public interest, for the protection of personal identifying information from
and perfect the mechanism of a free and investors, or otherwise in furtherance of comment submissions. You should
open market and a national market the purposes of the Act. If the submit only information that you wish
system, and, in general, to protect Commission takes such action, the to make available publicly. All
investors and the public interest. Commission will institute proceedings submissions should refer to File
Additionally, the Exchange believes the to determine whether the proposed rule Number SR–BatsEDGA–2017–27 and
proposed rule change is consistent with change should be approved or should be submitted on or before
the Section 6(b)(5) 6 requirement that disapproved. November 20, 2017.
the rules of an exchange not be designed For the Commission, by the Division of
IV. Solicitation of Comments
to permit unfair discrimination between Trading and Markets, pursuant to delegated
sradovich on DSK3GMQ082PROD with NOTICES

customers, issuers, brokers, or dealers. Interested persons are invited to authority.9
In particular, the Exchange believes submit written data, views, and Robert W. Errett,
correcting inadvertent non-substantive, arguments concerning the foregoing,
Deputy Secretary.
technical errors in its Certificate in including whether the proposed rule
[FR Doc. 2017–23485 Filed 10–27–17; 8:45 am]
change is consistent with the Act.
4 15 U.S.C. 78f(b). BILLING CODE 8011–01–P
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).

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Document Created: 2017-10-28 00:28:35
Document Modified: 2017-10-28 00:28:35
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 50175