82 FR 50725 - Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents, Rulebook and Fee Schedule, a Non-Substantive Corporate Branding Change, Including Changes to the Company's Name, the Intermediate's Name, and the Exchange's Name
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 210 (November 1, 2017)
Federal Register Volume 82, Issue 210 (November 1, 2017)
| Page Range | 50725-50727 | |
| FR Document | 2017-23733 |
[Federal Register Volume 82, Number 210 (Wednesday, November 1, 2017)] [Notices] [Pages 50725-50727] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-23733] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-81952; File No. SR-BatsBYX-2017-27] Self-Regulatory Organizations; Bats BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect in the Exchange's Governing Documents, Rulebook and Fee Schedule, a Non-Substantive Corporate Branding Change, Including Changes to the Company's Name, the Intermediate's Name, and the Exchange's Name October 26, 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 16, 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 and II 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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes a proposed rule change with respect to amendments of the Second Amended and Restated Certificate of Incorporation (the ``Company's Certificate'') and Third Amended and Restated Bylaws (the ``Company's Bylaws'') of its parent corporation, CBOE Holdings, Inc. (``CBOE Holdings'' or the ``Company'') to change the name of the Company to Cboe Global Markets, Inc. With respect to CBOE V, LLC, an intermediate Holding Company of the Exchange (the ``Intermediate''), the Exchange proposes to amend the Certificate of Formation and Limited Liability Company Operating Agreement of CBOE V, LLC (the ``Operating Agreement''), in connection with a related name change for the Intermediate. The Exchange also proposes to amend its Amended and Restated Certificate of Incorporation (the ``Exchange Certificate''), Sixth Amended and Restated Bylaws of Bats BYX Exchange, Inc. (the ``Exchange Bylaws''), rulebook and fee schedule (collectively ``operative documents'') in connection with the name change of its parent Company, Intermediate, and the Exchange. The text of the proposed rule change is also available on the Exchange's Web site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the Secretary, 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 aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Background The purpose of this filing is to reflect in the Exchange's governing documents (and the governing documents of its parent company, CBOE Holdings) and the Exchange's rulebook and fees schedules, a non- substantive corporate branding change, including changes to the Company's name, the Intermediate's name, and the Exchange's name. Particularly, references to Company's, Intermediate's and Exchange's names will be deleted and revised to state the new names, as described more fully below. No other substantive changes are being proposed in this filing. The Exchange represents that these 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 any way. Accordingly, this filing is being submitted under Rule 19b-4(f)(3). In lieu of providing a copy of the marked name changes, the Exchange represents that it will make the necessary non-substantive revisions described below to the Exchange's corporate governance documents, rulebook, and fees schedules, and post updated versions of each on the Exchange's Web site pursuant to Rule 19b-4(m)(2). The Company's Name Change In connection with the corporate name change of its parent company, the Exchange is proposing to amend the Company's Certificate and Bylaws. Specifically, the Company is changing its name from ``CBOE Holdings, Inc.'' to ``Cboe Global Markets, Inc.''. Company's Certificate The Exchange proposes to (i) delete the following language from Paragraph (1) of the introductory paragraph: ``The name of the Corporation is CBOE Holdings, Inc.'' and (ii) amend Article First of the Company's Certificate to reflect the new name, ``Cboe Global Markets, Inc.'' The Exchange also proposes to add clarifying language and cite to the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed name change. The Exchange notes that it is not amending the Company's name in the title or signature line as the name changes will not be effective until the Company, as currently named, files the proposed changes in Delaware. Thereafter, the Exchange will amend the Certificate to reflect the new name in the title and signature line. The Exchange also notes that although the name of ``Chicago Board Options Exchange, Incorporated'' is changing to ``Cboe Exchange Inc.'', it is not amending the name of Chicago Board Options Exchange, Incorporated (``CBOE'') referenced in Article Fifth(a)(iii) at this time. Particularly, the Exchange notes that unlike the exception applicable to proposed changes to the Company's name,\3\ a vote of stockholders is required to adopt an amendment to the reference of CBOE's name. As such, the Exchange will submit a rule filing to amend the Certificate to reflect the new CBOE name at such time it is ready to obtain stockholder approval. --------------------------------------------------------------------------- \3\ See Section 242(b) of the General Corporation Law of the State of Delaware. --------------------------------------------------------------------------- [[Page 50726]] (a) Company's Bylaws With respect to the Company's Bylaws, references to ``CBOE Holdings, Inc.'' will be deleted and revised to state ``Cboe Global Markets, Inc.'' The Exchange also proposes to eliminate the reference to ``Chicago Board Options Exchange, Incorporated'' in Article 10, Section 10.2. Particularly, Section 10.2 provides that ``for so long as the Corporation shall control, directly or indirectly, any national securities exchange, including, but not limited to Chicago Board Options Exchange, Incorporated (a ``Regulated Securities Exchange Subsidiary''), before any amendment, alteration or repeal of any provision of the Bylaws shall be effective, such amendment, alteration or repeal shall be submitted to the board of directors of each Regulated Securities Exchange Subsidiary, and if such amendment, alteration or repeal must be filed with or filed with and approved by the Securities and Exchange Commission, then such amendment, alteration or repeal shall not become effective until filed with or filed with and approved by the Securities and Exchange Commission, as the case may be.'' As the Company currently controls a number of Regulated Securities Exchange Subsidiaries, it does not believe it is necessary to explicitly reference only Chicago Board Options Exchange, Incorporated and therefore proposes to delete the following language: ``including, but not limited to Chicago Board Options Exchange, Incorporated''. The Intermediate's Name Change For purposes of consistency, certain of the Parent's subsidiaries have also undertaken to change their legal names. As a result, the Exchange also proposes to change the name of the Intermediate from ``CBOE V, LLC'' to ``Cboe Bats, LLC.'' (a) Certificate of Formation As it relates to the Certificate of Formation of CBOE V, LLC, references to ``CBOE V, LLC'' will be deleted and revised to state its new name ``Cboe Bats, LLC''. The Exchange also proposes to add clarifying and conforming language in order to conform to, as well as cite to, the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed name change. The Exchange notes to conform with the revised language in the introductory paragraph, it also proposes to amend references to ``LLC'' to ``limited liability company''. The Exchange also notes that it is not amending the Intermediate's name in the title or signature line as the name changes will not be effective until the Intermediate, as currently named, files the proposed changes in Delaware.\4\ Thereafter, the Exchange will amend the Certificate of Formation to reflect the new name in the title and signature line. --------------------------------------------------------------------------- \4\ The Exchange notes that the current signature block of the Certificate of Formation references ``CBOE Holdings, Inc.'' instead of ``CBOE V, LLC''. The Exchange proposes to correct that reference and refer to ``CBOE V, LLC'', which as noted, will be changed to ``Cboe Bats, LLC'' at a later date. --------------------------------------------------------------------------- (b) Operating Agreement As it relates to the Operating Agreement of the Intermediate, references to ``CBOE V, LLC'' will be deleted and revised to state its new name ``Cboe Bats, LLC'' and references to ``CBOE Holdings, Inc.'' will be deleted and revised to state ``Cboe Global Markets, Inc.''. The Exchange also proposes to add clarifying and conforming language in connection with the proposed name change, including new Section 12.5 (``Effect of Amendment''), which provides that the ``Agreement amends, restates and supersedes the Original Agreement in all respects. From and after the date hereof, this Agreement shall be the limited liability company operating agreement of the Company for all purposes.'' The Exchange's Name Change For purposes of consistency, certain of the Parent's subsidiaries have also undertaken to change their legal names. As a result, the Exchange also proposes to change its name from ``Bats BYX Exchange, Inc.'' to ``Cboe BYX Exchange, Inc.'' throughout its rules, fees schedules and corporate documents. Additionally, the Exchange notes that its affiliated exchanges Bats BZX Exchange, Inc., Bats EDGX Exchange, Inc., Bats EDGA Exchange, Inc., and C2 Options Exchange, Inc. (collectively the ``affiliates'') have also proposed name changes to Cboe BZX Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe EDGA Exchange, Inc., and Cboe C2 Exchange, Inc. respectively. Lastly, the Exchange is changing the name of ``Bats Trading, Inc.'' to ``Cboe Trading, Inc.'' Therefore, the Exchange proposes to amend its: (i) Amended and Restated Certificate of Incorporation of Bats BYX Exchange, Inc., (ii) Sixth Amended and Restated Bylaws of Bats BYX Exchange, Inc., (iii) Rulebook, (iv) Fee Schedule for BYX Equities (collectively, the ``Operative Documents'') to reflect the name changes. (a) Exchange's Certificate The Exchange proposes to (i) delete the following language from the introductory paragraph: ``The name of the Corporation is Bats BYX Exchange, Inc.'' and (ii) amend Article First of the Exchange's Certificate to reflect the new name, ``Cboe BYX Exchange, Inc.''. The Exchange also proposes to add clarifying language and cite to the applicable provisions of the General Corporation Law of the State of Delaware in connection with the proposed name change. The Exchange notes that it is not amending the Exchange's name in the title or signature line as the name changes will not be effective until the Exchange, as currently named, files the proposed changes in Delaware. Thereafter, the Exchange will amend the Certificate to reflect the new name in the title and signature line. (b) Exchange's Bylaws For the Exchange's Bylaws, all references to ``Bats BYX Exchange, Inc.'' will be deleted and revised to state ``Cboe BYX Exchange, Inc.''. (c) Exchange's Rulebook For the Rules of Bats BYX Exchange, Inc., all references to ``Bats BYX Exchange, Inc.'' and ``Bats BYX Exchange'' will be deleted and revised to state ``Cboe BYX Exchange, Inc.'' and ``Bats [sic] BYX Exchange'', respectively. Additionally, the Exchange's affiliates are also filing similar rule filings to change their names, as noted above. As such, all references to ``Bats BZX Exchange, Inc.'', ``Bats EDGA Exchange, Inc.'', ``Bats EDGX Exchange, Inc.'' and ``C2 Options Exchange, Inc.'' \5\ in the BYX's rules will likewise be deleted and revised to state ``Cboe BYX Exchange, Inc.'', Cboe EDGA Exchange, Inc.'' and ``Cboe EDGX Exchange, Inc.'' and ``Cboe C2 Exchange, Inc.'', respectively. All references to ``CBOE Holdings, Inc.'' will be deleted and revised to state ``Cboe Global Markets, Inc.'', all references to ``Bats One'' will be deleted and revised to state ``Cboe One'', and all references to ``Bats Connect'' will be deleted and revised to state ``Cboe Connect''. The Exchange will also delete references to ``Bats Trading, Inc.'' and ``Bats Trading'' and replace it with references to ``Cboe Trading, Inc.'' and ``Cboe Trading'', respectively. --------------------------------------------------------------------------- \5\ The Exchange notes that the BYX rules refer to ``C2 Options Exchange, Incorporated'' as ``C2 Options Exchange, Inc.'' See Rule 2.3. --------------------------------------------------------------------------- [[Page 50727]] (d) Exchange's Fees Schedule For the BYX Equities Fee Schedule, any reference to ``Bats BYX Exchange'' will be deleted and revised to state ``Cboe BYX Exchange''. Additionally, all references to ``Bats One'' will be deleted and revised to state ``Cboe One'' and all references to ``Bats Connect'' will be deleted and revised to state ``Cboe Connect''. 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.\6\ Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) \7\ 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. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). \7\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- In particular, the proposed change is a non-substantive change and does not impact the governance, ownership or operations of the Exchange. The Exchange believes that by ensuring that its parent company's governance documents and the Exchanges operative documents accurately reflect the new legal names, the proposed rule change would reduce potential investor or market participant confusion. 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 Act. The proposed rule change is not intended to address competitive issues but rather is concerned solely with updating the Company's and Exchange's governance and operative documents to reflect the abovementioned name changes. 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 Pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(3) thereunder,\9\ the Exchange has designated this proposal as one that is concerned solely with the administration of the self-regulatory organization, and therefore has become effective. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78s(b)(3)(A). \9\ 17 CFR 240.19b-4(f)(3). --------------------------------------------------------------------------- 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. 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 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-BatsBYX-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-BatsBYX-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-BatsBYX-2017-27 and should be submitted on or before November 22, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\10\ --------------------------------------------------------------------------- \10\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-23733 Filed 10-31-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices 50725
comment submissions. You should to amend the Certificate of Formation privileges of Exchange members or their
submit only information that you wish and Limited Liability Company associated persons is any way.
to make available publicly. Operating Agreement of CBOE V, LLC Accordingly, this filing is being
All submissions should refer to File (the ‘‘Operating Agreement’’), in submitted under Rule 19b–4(f)(3). In
Number SR–OCC–2017–009 and should connection with a related name change lieu of providing a copy of the marked
be submitted on or before November 22, for the Intermediate. The Exchange also name changes, the Exchange represents
2017. proposes to amend its Amended and that it will make the necessary non-
For the Commission, by the Division of Restated Certificate of Incorporation (the substantive revisions described below to
Trading and Markets, pursuant to delegated ‘‘Exchange Certificate’’), Sixth Amended the Exchange’s corporate governance
Authority.31 and Restated Bylaws of Bats BYX documents, rulebook, and fees
Eduardo A. Aleman, Exchange, Inc. (the ‘‘Exchange schedules, and post updated versions of
Assistant Secretary. Bylaws’’), rulebook and fee schedule
each on the Exchange’s Web site
[FR Doc. 2017–23731 Filed 10–31–17; 8:45 am] (collectively ‘‘operative documents’’) in
pursuant to Rule 19b–4(m)(2).
BILLING CODE 8011–01–P
connection with the name change of its
parent Company, Intermediate, and the The Company’s Name Change
Exchange.
SECURITIES AND EXCHANGE The text of the proposed rule change In connection with the corporate
COMMISSION is also available on the Exchange’s Web name change of its parent company, the
site (http://www.cboe.com/AboutCBOE/ Exchange is proposing to amend the
[Release No. 34–81952; File No. SR– CBOELegalRegulatoryHome.aspx), at Company’s Certificate and Bylaws.
BatsBYX–2017–27] the Exchange’s Office of the Secretary, Specifically, the Company is changing
Self-Regulatory Organizations; Bats and at the Commission’s Public its name from ‘‘CBOE Holdings, Inc.’’ to
BYX Exchange, Inc.; Notice of Filing Reference Room. ‘‘Cboe Global Markets, Inc.’’.
and Immediate Effectiveness of a II. Self-Regulatory Organization’s Company’s Certificate
Proposed Rule Change To Reflect in Statement of the Purpose of, and
the Exchange’s Governing Documents, Statutory Basis for, the Proposed Rule The Exchange proposes to (i) delete
Rulebook and Fee Schedule, a Non- Change the following language from Paragraph
Substantive Corporate Branding In its filing with the Commission, the (1) of the introductory paragraph: ‘‘The
Change, Including Changes to the name of the Corporation is CBOE
Exchange included statements
Company’s Name, the Intermediate’s Holdings, Inc.’’ and (ii) amend Article
concerning the purpose of and basis for
Name, and the Exchange’s Name First of the Company’s Certificate to
the proposed rule change and discussed
October 26, 2017. any comments it received on the reflect the new name, ‘‘Cboe Global
Pursuant to Section 19(b)(1) of the proposed rule change. The text of these Markets, Inc.’’ The Exchange also
Securities Exchange Act of 1934 (the statements may be examined at the proposes to add clarifying language and
‘‘Act’’),1 and Rule 19b–4 thereunder,2 places specified in Item IV below. The cite to the applicable provisions of the
notice is hereby given that on October Exchange has prepared summaries, set General Corporation Law of the State of
16, 2017, Bats BYX Exchange, Inc. (the forth in sections A, B, and C below, of Delaware in connection with the
‘‘Exchange’’ or ‘‘BYX’’) filed with the the most significant aspects of such proposed name change. The Exchange
Securities and Exchange Commission statements. notes that it is not amending the
(‘‘Commission’’) the proposed rule Company’s name in the title or signature
A. Self-Regulatory Organization’s
change as described in Items I and II Statement of the Purpose of, and line as the name changes will not be
below, which Items have been prepared Statutory Basis for, the Proposed Rule effective until the Company, as
by the Exchange. The Commission is Change currently named, files the proposed
publishing this notice to solicit changes in Delaware. Thereafter, the
comments on the proposed rule change 1. Purpose Exchange will amend the Certificate to
from interested persons. Background reflect the new name in the title and
I. Self-Regulatory Organization’s The purpose of this filing is to reflect signature line. The Exchange also notes
Statement of the Terms of Substance of in the Exchange’s governing documents that although the name of ‘‘Chicago
the Proposed Rule Change (and the governing documents of its Board Options Exchange, Incorporated’’
parent company, CBOE Holdings) and is changing to ‘‘Cboe Exchange Inc.’’, it
The Exchange proposes a proposed is not amending the name of Chicago
rule change with respect to amendments the Exchange’s rulebook and fees
schedules, a non-substantive corporate Board Options Exchange, Incorporated
of the Second Amended and Restated
branding change, including changes to (‘‘CBOE’’) referenced in Article
Certificate of Incorporation (the
the Company’s name, the Intermediate’s Fifth(a)(iii) at this time. Particularly, the
‘‘Company’s Certificate’’) and Third
Amended and Restated Bylaws (the name, and the Exchange’s name. Exchange notes that unlike the
‘‘Company’s Bylaws’’) of its parent Particularly, references to Company’s, exception applicable to proposed
corporation, CBOE Holdings, Inc. Intermediate’s and Exchange’s names changes to the Company’s name,3 a vote
(‘‘CBOE Holdings’’ or the ‘‘Company’’) will be deleted and revised to state the of stockholders is required to adopt an
to change the name of the Company to new names, as described more fully amendment to the reference of CBOE’s
below. No other substantive changes are name. As such, the Exchange will
sradovich on DSK3GMQ082PROD with NOTICES
Cboe Global Markets, Inc. With respect
to CBOE V, LLC, an intermediate being proposed in this filing. The submit a rule filing to amend the
Holding Company of the Exchange (the Exchange represents that these changes Certificate to reflect the new CBOE
‘‘Intermediate’’), the Exchange proposes are concerned solely with the name at such time it is ready to obtain
administration of the Exchange and do stockholder approval.
31 17 CFR 200.30–3(a)(12). not affect the meaning, administration,
1 15 U.S.C. 78s(b)(1). or enforcement of any rules of the 3 See Section 242(b) of the General Corporation
2 17 CFR 240.19b–4. Exchange or the rights, obligations, or Law of the State of Delaware.
VerDate Sep<11>2014 18:16 Oct 31, 2017 Jkt 244001 PO 00000 Frm 00118 Fmt 4703 Sfmt 4703 E:\FR\FM\01NON1.SGM 01NON1](https://thefederalregister.org/doc/82_FR_50935/page/1.svg)
![50726 Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices
(a) Company’s Bylaws name in the title or signature line as the (a) Exchange’s Certificate
With respect to the Company’s name changes will not be effective until
the Intermediate, as currently named, The Exchange proposes to (i) delete
Bylaws, references to ‘‘CBOE Holdings, the following language from the
Inc.’’ will be deleted and revised to state files the proposed changes in Delaware.4
Thereafter, the Exchange will amend the introductory paragraph: ‘‘The name of
‘‘Cboe Global Markets, Inc.’’ The the Corporation is Bats BYX Exchange,
Exchange also proposes to eliminate the Certificate of Formation to reflect the
new name in the title and signature line. Inc.’’ and (ii) amend Article First of the
reference to ‘‘Chicago Board Options
Exchange’s Certificate to reflect the new
Exchange, Incorporated’’ in Article 10, (b) Operating Agreement name, ‘‘Cboe BYX Exchange, Inc.’’. The
Section 10.2. Particularly, Section 10.2
As it relates to the Operating Exchange also proposes to add
provides that ‘‘for so long as the
Corporation shall control, directly or Agreement of the Intermediate, clarifying language and cite to the
indirectly, any national securities references to ‘‘CBOE V, LLC’’ will be applicable provisions of the General
exchange, including, but not limited to deleted and revised to state its new Corporation Law of the State of
Chicago Board Options Exchange, name ‘‘Cboe Bats, LLC’’ and references Delaware in connection with the
Incorporated (a ‘‘Regulated Securities to ‘‘CBOE Holdings, Inc.’’ will be proposed name change. The Exchange
Exchange Subsidiary’’), before any deleted and revised to state ‘‘Cboe notes that it is not amending the
amendment, alteration or repeal of any Global Markets, Inc.’’. The Exchange Exchange’s name in the title or signature
provision of the Bylaws shall be also proposes to add clarifying and line as the name changes will not be
effective, such amendment, alteration or conforming language in connection with effective until the Exchange, as
repeal shall be submitted to the board of the proposed name change, including currently named, files the proposed
directors of each Regulated Securities new Section 12.5 (‘‘Effect of changes in Delaware. Thereafter, the
Exchange Subsidiary, and if such Amendment’’), which provides that the Exchange will amend the Certificate to
amendment, alteration or repeal must be ‘‘Agreement amends, restates and reflect the new name in the title and
filed with or filed with and approved by supersedes the Original Agreement in signature line.
the Securities and Exchange all respects. From and after the date (b) Exchange’s Bylaws
Commission, then such amendment, hereof, this Agreement shall be the
alteration or repeal shall not become limited liability company operating For the Exchange’s Bylaws, all
effective until filed with or filed with agreement of the Company for all references to ‘‘Bats BYX Exchange, Inc.’’
and approved by the Securities and purposes.’’ will be deleted and revised to state
Exchange Commission, as the case may ‘‘Cboe BYX Exchange, Inc.’’.
be.’’ As the Company currently controls The Exchange’s Name Change
a number of Regulated Securities (c) Exchange’s Rulebook
For purposes of consistency, certain
Exchange Subsidiaries, it does not of the Parent’s subsidiaries have also For the Rules of Bats BYX Exchange,
believe it is necessary to explicitly undertaken to change their legal names. Inc., all references to ‘‘Bats BYX
reference only Chicago Board Options As a result, the Exchange also proposes Exchange, Inc.’’ and ‘‘Bats BYX
Exchange, Incorporated and therefore to change its name from ‘‘Bats BYX Exchange’’ will be deleted and revised
proposes to delete the following Exchange, Inc.’’ to ‘‘Cboe BYX
language: ‘‘including, but not limited to to state ‘‘Cboe BYX Exchange, Inc.’’ and
Exchange, Inc.’’ throughout its rules, ‘‘Bats [sic] BYX Exchange’’,
Chicago Board Options Exchange, fees schedules and corporate
Incorporated’’. respectively. Additionally, the
documents. Additionally, the Exchange Exchange’s affiliates are also filing
The Intermediate’s Name Change notes that its affiliated exchanges Bats similar rule filings to change their
BZX Exchange, Inc., Bats EDGX names, as noted above. As such, all
For purposes of consistency, certain
Exchange, Inc., Bats EDGA Exchange, references to ‘‘Bats BZX Exchange,
of the Parent’s subsidiaries have also
Inc., and C2 Options Exchange, Inc. Inc.’’, ‘‘Bats EDGA Exchange, Inc.’’,
undertaken to change their legal names.
(collectively the ‘‘affiliates’’) have also ‘‘Bats EDGX Exchange, Inc.’’ and ‘‘C2
As a result, the Exchange also proposes
proposed name changes to Cboe BZX Options Exchange, Inc.’’ 5 in the BYX’s
to change the name of the Intermediate
Exchange, Inc., Cboe EDGX Exchange, rules will likewise be deleted and
from ‘‘CBOE V, LLC’’ to ‘‘Cboe Bats,
Inc., Cboe EDGA Exchange, Inc., and revised to state ‘‘Cboe BYX Exchange,
LLC.’’
Cboe C2 Exchange, Inc. respectively. Inc.’’, Cboe EDGA Exchange, Inc.’’ and
(a) Certificate of Formation Lastly, the Exchange is changing the
‘‘Cboe EDGX Exchange, Inc.’’ and ‘‘Cboe
As it relates to the Certificate of name of ‘‘Bats Trading, Inc.’’ to ‘‘Cboe
C2 Exchange, Inc.’’, respectively. All
Formation of CBOE V, LLC, references Trading, Inc.’’
references to ‘‘CBOE Holdings, Inc.’’
to ‘‘CBOE V, LLC’’ will be deleted and Therefore, the Exchange proposes to will be deleted and revised to state
revised to state its new name ‘‘Cboe amend its: (i) Amended and Restated ‘‘Cboe Global Markets, Inc.’’, all
Bats, LLC’’. The Exchange also proposes Certificate of Incorporation of Bats BYX references to ‘‘Bats One’’ will be deleted
to add clarifying and conforming Exchange, Inc., (ii) Sixth Amended and and revised to state ‘‘Cboe One’’, and all
language in order to conform to, as well Restated Bylaws of Bats BYX Exchange, references to ‘‘Bats Connect’’ will be
as cite to, the applicable provisions of Inc., (iii) Rulebook, (iv) Fee Schedule for deleted and revised to state ‘‘Cboe
the General Corporation Law of the BYX Equities (collectively, the Connect’’. The Exchange will also delete
State of Delaware in connection with ‘‘Operative Documents’’) to reflect the
sradovich on DSK3GMQ082PROD with NOTICES
references to ‘‘Bats Trading, Inc.’’ and
the proposed name change. The name changes. ‘‘Bats Trading’’ and replace it with
Exchange notes to conform with the references to ‘‘Cboe Trading, Inc.’’ and
revised language in the introductory 4 The Exchange notes that the current signature
‘‘Cboe Trading’’, respectively.
paragraph, it also proposes to amend block of the Certificate of Formation references
‘‘CBOE Holdings, Inc.’’ instead of ‘‘CBOE V, LLC’’.
references to ‘‘LLC’’ to ‘‘limited liability The Exchange proposes to correct that reference and 5 The Exchange notes that the BYX rules refer to
company’’. The Exchange also notes that refer to ‘‘CBOE V, LLC’’, which as noted, will be ‘‘C2 Options Exchange, Incorporated’’ as ‘‘C2
it is not amending the Intermediate’s changed to ‘‘Cboe Bats, LLC’’ at a later date. Options Exchange, Inc.’’ See Rule 2.3.
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![Federal Register / Vol. 82, No. 210 / Wednesday, November 1, 2017 / Notices 50727
(d) Exchange’s Fees Schedule C. Self-Regulatory Organization’s amendments, all written statements
Statement on Comments on the with respect to the proposed rule
For the BYX Equities Fee Schedule, Proposed Rule Change Received From change that are filed with the
any reference to ‘‘Bats BYX Exchange’’ Members, Participants, or Others Commission, and all written
will be deleted and revised to state communications relating to the
The Exchange neither solicited nor
‘‘Cboe BYX Exchange’’. Additionally, all received comments on the proposed proposed rule change between the
references to ‘‘Bats One’’ will be deleted rule change. Commission and any person, other than
and revised to state ‘‘Cboe One’’ and all those that may be withheld from the
references to ‘‘Bats Connect’’ will be III. Date of Effectiveness of the public in accordance with the
deleted and revised to state ‘‘Cboe Proposed Rule Change and Timing for provisions of 5 U.S.C. 552, will be
Connect’’. Commission Action available for Web site viewing and
Pursuant to Section 19(b)(3)(A) of the printing in the Commission’s Public
2. Statutory Basis Act 8 and Rule 19b–4(f)(3) thereunder,9 Reference Room, 100 F Street NE.,
The Exchange believes the proposed the Exchange has designated this Washington, DC 20549, on official
rule change is consistent with the proposal as one that is concerned solely business days between the hours of
Securities Exchange Act of 1934 (the with the administration of the self- 10:00 a.m. and 3:00 p.m. Copies of the
regulatory organization, and therefore filing also will be available for
‘‘Act’’) and the rules and regulations
has become effective. inspection and copying at the principal
thereunder applicable to the Exchange At any time within 60 days of the office of the Exchange. All comments
and, in particular, the requirements of filing of the proposed rule change, the received will be posted without change.
Section 6(b) of the Act.6 Specifically, Commission summarily may Persons submitting comments are
the Exchange believes the proposed rule temporarily suspend such rule change if cautioned that we do not redact or edit
change is consistent with the Section it appears to the Commission that such personal identifying information from
6(b)(5) 7 requirements that the rules of action is necessary or appropriate in the comment submissions. You should
an exchange be designed to prevent public interest, for the protection of submit only information that you wish
fraudulent and manipulative acts and investors, or otherwise in furtherance of to make available publicly. All
practices, to promote just and equitable the purposes of the Act. If the submissions should refer to File
principles of trade, to foster cooperation Commission takes such action, the Number SR–BatsBYX–2017–27 and
and coordination with persons engaged Commission will institute proceedings should be submitted on or before
in regulating, clearing, settling, to determine whether the proposed rule November 22, 2017.
processing information with respect to, change should be approved or For the Commission, by the Division of
and facilitating transactions in disapproved. Trading and Markets, pursuant to delegated
securities, to remove impediments to IV. Solicitation of Comments authority.10
and perfect the mechanism of a free and Eduardo A. Aleman,
open market and a national market Interested persons are invited to
Assistant Secretary.
submit written data, views, and
system, and, in general, to protect [FR Doc. 2017–23733 Filed 10–31–17; 8:45 am]
arguments concerning the foregoing,
investors and the public interest.
including whether the proposed rule BILLING CODE 8011–01–P
In particular, the proposed change is change is consistent with the Act.
a non-substantive change and does not Comments may be submitted by any of
impact the governance, ownership or the following methods: DEPARTMENT OF STATE
operations of the Exchange. The [Public Notice 10183]
Electronic Comments
Exchange believes that by ensuring that
its parent company’s governance • Use the Commission’s Internet Review of the Designation as a Foreign
documents and the Exchanges operative comment form (http://www.sec.gov/ Terrorist Organization of Haqqani
documents accurately reflect the new rules/sro.shtml); or Network (and Other Aliases)
legal names, the proposed rule change • Send an email to rule-comments@
sec.gov. Please include File Number SR– Based upon a review of the
would reduce potential investor or Administrative Record assembled
BatsBYX–2017–27 on the subject line.
market participant confusion. pursuant to Section 219(a)(4)(C) of the
Paper Comments Immigration and Nationality Act, as
B. Self-Regulatory Organization’s
Statement on Burden on Competition • Send paper comments in triplicate amended (8 U.S.C. 1189(a)(4)(C))
to Brent J. Fields, Secretary, Securities (‘‘INA’’), and in consultation with the
The Exchange does not believe that and Exchange Commission, 100 F Street Attorney General and the Secretary of
the proposed rule change will impose NE., Washington, DC 20549–1090. the Treasury, I conclude that the
any burden on competition that is not All submissions should refer to File circumstances that were the basis for the
necessary or appropriate in furtherance Number SR–BatsBYX–2017–27. This designation of the aforementioned
of the purposes of the Act. The file number should be included on the organization as a Foreign Terrorist
proposed rule change is not intended to subject line if email is used. To help the Organization have not changed in such
address competitive issues but rather is Commission process and review your a manner as to warrant revocation of the
concerned solely with updating the comments more efficiently, please use designation and that the national
sradovich on DSK3GMQ082PROD with NOTICES
Company’s and Exchange’s governance only one method. The Commission will security of the United States does not
and operative documents to reflect the post all comments on the Commission’s warrant a revocation of the designation.
abovementioned name changes. Internet Web site (http://www.sec.gov/ Therefore, I hereby determine that the
rules/sro.shtml). Copies of the designation of the aforementioned
submission, all subsequent organization as a Foreign Terrorist
Organization, pursuant to Section 219 of
6 15 U.S.C. 78f(b). 8 15 U.S.C. 78s(b)(3)(A).
7 15 U.S.C. 78f(b)(5). 9 17 CFR 240.19b–4(f)(3). 10 17 CFR 200.30–3(a)(12).
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Document Created: 2017-11-01 02:02:39
Document Modified: 2017-11-01 02:02:39
| 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 50725 |
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