82 FR 55453 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Governing Documents of Its Intermediate Parent Companies Intercontinental Exchange Holdings, Inc., NYSE Holdings LLC and NYSE Group, Inc. To Make Them More Consistent With the Governing Documents of Their Ultimate Parent Intercontinental Exchange, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 223 (November 21, 2017)
Federal Register Volume 82, Issue 223 (November 21, 2017)
| Page Range | 55453-55459 | |
| FR Document | 2017-25140 |
[Federal Register Volume 82, Number 223 (Tuesday, November 21, 2017)] [Notices] [Pages 55453-55459] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-25140] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82083; File No. SR-NYSEARCA-2017-125] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Governing Documents of Its Intermediate Parent Companies Intercontinental Exchange Holdings, Inc., NYSE Holdings LLC and NYSE Group, Inc. To Make Them More Consistent With the Governing Documents of Their Ultimate Parent Intercontinental Exchange, Inc. November 15, 2017. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the ``Act'' or ``Exchange Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby [[Page 55454]] given that on November 3, 2017, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE Arca'') filed with the Securities and Exchange Commission (the ``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. 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\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the governing documents of its intermediate parent companies Intercontinental Exchange Holdings, Inc. (``ICE Holdings''), NYSE Holdings LLC (``NYSE Holdings''), and NYSE Group, Inc. (``NYSE Group'') to make them more consistent with the governing documents of their ultimate parent Intercontinental Exchange, Inc. (``ICE''), including by (a) streamlining references to ICE subsidiaries that either are or control national securities exchanges and deleting references to other ICE subsidiaries; and (b) amending the provisions regarding limitations on claims, voting and ownership concentration limitations, and confidential information. In addition, the Exchange proposes to make a non-substantive change to the ICE certificate of incorporation. The proposed rule change is available on the Exchange's Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the governing documents of its intermediate parent companies ICE Holdings, NYSE Holdings, and NYSE Group (together, the ``Intermediate Holding Companies'') to make them more consistent with the ICE governing documents, including by (a) streamlining references to ICE subsidiaries that either are or control national securities exchanges and deleting references to other ICE subsidiaries; and (b) amending the provisions regarding limitations on claims, voting and ownership concentration limitations, and confidential information. In addition, the Exchange proposes to make a non-substantive change to the ICE certificate of incorporation. More specifically, the Exchange proposes to amend the following documents (collectively, the ``Governing Documents''):Eighth Amended and Restated Certificate of Incorporation of ICE Holdings (``ICE Holdings Certificate'') and Fifth Amended and Restated Bylaws of ICE Holdings (``ICE Holdings Bylaws''); Eighth Amended and Restated Limited Liability Company Agreement of NYSE Holdings (``NYSE Holdings Operating Agreement''); and Fifth Amended and Restated Certificate of Incorporation of NYSE Group (``NYSE Group Certificate'') and Third Amended and Restated Bylaws of NYSE Group (``NYSE Group Bylaws''). As discussed below, the proposed changes to the Governing Documents would make the relevant provisions more consistent with the Fourth Amended and Restated Certificate of Incorporation of ICE (``ICE Certificate'') and Eighth Amended and Restated Bylaws of ICE (``ICE Bylaws'').\4\ --------------------------------------------------------------------------- \4\ See Securities Exchange Act Release No. 80752 (May 24, 2017), 82 FR 25018 (May 31, 2017) (SR-NYSE-2017-13; SR-NYSEArca- 2017-29; SR-NYSEMKT-2017-17; SR-NYSENAT-2017-01). ICE is a publicly traded company listed on the NYSE. --------------------------------------------------------------------------- ICE, the ultimate parent of the Exchange, owns 100% of the equity interest in ICE Holdings, which in turn owns 100% of the equity interest in NYSE Holdings. NYSE Holdings owns 100% of the equity interest of NYSE Group, which in turn directly owns 100% of the equity interest of the Exchange and its national securities exchange affiliates, the New York Stock Exchange LLC (``NYSE''), NYSE American LLC (``NYSE American'') and NYSE National, Inc. (``NYSE National'').\5\ --------------------------------------------------------------------------- \5\ The Exchange's affiliates NYSE, NYSE American (previously NYSE MKT LLC), and NYSE National have each submitted substantially the same proposed rule change to propose the changes described herein. See SR-NYSE-2017-57, SR-NYSEAmer-2017-29, and SR-NYSENAT- 2017-05. --------------------------------------------------------------------------- In addition, the Exchange proposes to make a nonsubstantive change to the ICE Certificate. Definition of Exchange With the exception of the NYSE Group Bylaws, the Governing Documents define ``U.S. Regulated Subsidiary'' and ``U.S. Regulated Subsidiaries'' and, in the case of the NYSE Group Certificate, ``Regulated Subsidiary'' and ``Regulated Subsidiaries'' to mean, individually or collectively, the four national securities exchanges owned by ICE (the NYSE, NYSE American, NYSE Arca, and NYSE National), NYSE Arca, LLC, and NYSE Arca Equities, Inc. (``NYSE Arca Equities''), or their successors, in each case to the extent that such entities continue to be controlled, directly or indirectly, by the relevant Intermediate Holding Company. The NYSE Group Bylaws list the relevant entities rather than use a defined term. Unlike the Governing Documents, the ICE Certificate and ICE Bylaws use the defined term ``Exchange'' or ``Exchanges'' instead of ``U.S. Regulated Subsidiary'' or ``U.S. Regulated Subsidiaries.'' \6\ ``Exchange'' is defined as a national securities exchange registered under Section 6 of the Exchange Act \7\ that is directly or indirectly controlled by ICE.\8\ The Exchange proposes to amend the Governing Documents to be consistent with the ICE Certificate and ICE Bylaws by using the terms ``Exchange'' instead of ``U.S. Regulated Subsidiary'' or ``Regulated Subsidiary.'' Similarly, the Exchange proposes to use ``Exchange'' or ``Exchanges,'' as applicable, in place of ``U.S. Regulated Subsidiaries'' or ``Regulated Subsidiaries,'' and to use ``Exchange'' or ``Exchanges,'' as applicable, instead of lists of specific entities. --------------------------------------------------------------------------- \6\ See 82 FR 25018, supra note 4, at 25019-25020. \7\ 15 U.S.C. 78f. \8\ See ICE Certificate, Art. V Sec. A(3)(a), and ICE Bylaws, Art. III, Sec. 3.15. --------------------------------------------------------------------------- As a result of the proposed change, the Governing Documents would no longer include references to NYSE Arca, LLC or NYSE Arca Equities. The Exchange believes omitting references to NYSE Arca, LLC, a subsidiary of NYSE Group, is appropriate because the Exchange Act definition of ``exchange'' states that ``exchange'' ``includes the market place and the market facilities maintained by such exchange.'' \9\ NYSE Arca, as the national securities exchange, has the regulatory and self-regulatory responsibility for the NYSE Arca options and equities markets. The [[Page 55455]] references to NYSE Arca Equities are obsolete, as it has been merged out of existence.\10\ --------------------------------------------------------------------------- \9\ 15 U.S.C. 78c(a)(1). \10\ See Securities Exchange Act Release No. 81419 (August 17, 2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40). --------------------------------------------------------------------------- The Exchange accordingly proposes the following changes: In the ICE Holdings Certificate, the definitions of ``U.S. Regulated Subsidiary'' and ``U.S. Regulated Subsidiaries'' in Article V, Section A.10 would be deleted, and the definition of ``Exchange'' added to Article V, Section A(1).\11\ In the ICE Holdings Bylaws, the definitions of ``U.S. Regulated Subsidiary'' and ``U.S. Regulated Subsidiaries'' in Article III, Section 3.15 would be deleted, and in the NYSE Group Certificate, the definitions of ``Regulated Subsidiary'' and ``Regulated Subsidiaries'' in Article IV, Section 4(b)(1)(A) would be deleted, and the definition of ``Exchange'' added in the deleted definitions' place. --------------------------------------------------------------------------- \11\ The definition of ``Exchange'' would replace ``any U.S. Regulated Subsidiary (as defined below)'' in Art. V, Sec. A(1). --------------------------------------------------------------------------- In Article 1, Section 1.1 of the NYSE Holdings Operating Agreement, the definitions of ``New York Stock Exchange,'' ``NYSE Arca,'' ``NYSE Arca Equities,'' ``NYSE MKT,'' ``NYSE National,'' ``U.S. Regulated Subsidiary,'' and ``U.S. Regulated Subsidiaries'' would be deleted and the definition of ``Exchange'' added. In the NYSE Group Certificate, Article IV, Section 4(b)(1)(A)(w), the text ``of the Regulated Subsidiaries, in each case to the extent that such entities continue to be controlled, directly or indirectly, by the Corporation,'' would be replaced with ``Exchange,'' and ``the Regulated Subsidiaries'' would be replaced with ``each Exchange.'' In the NYSE Group Bylaws, the list of national securities exchanges, NYSE Arca, LLC, NYSE Arca Equities and their successors in Article VII, Section 7.9(b) would be replaced with the definition of ``Exchange.'' Throughout the Governing Documents, ``U.S. Regulated Subsidiary,'' ``U.S. Regulated Subsidiary's,'' ``U.S. Regulated Subsidiaries,'' ``Regulated Subsidiary,'' ``Regulated Subsidiary's,'' and ``Regulated Subsidiaries'' would be replaced with ``Exchange,'' ``Exchange's,'' or ``Exchanges,'' as applicable. Similarly, lists of any or all of the ICE national securities exchanges, NYSE Arca Equities, NYSE Arca, LLC, their successors, facilities, or the boards of directors of successors, would be replaced with ``Exchange'' or ``Exchanges,'' as applicable.\12\ --------------------------------------------------------------------------- \12\ For example, in Article XII, clause (b) of the NYSE Group Certificate, ``the boards of directors of New York Stock Exchange, NYSE Arca, NYSE Arca Equities, NYSE MKT and NYSE National or the boards of directors of their successors'' would be amended to ``the boards of directors of each Exchange.'' --------------------------------------------------------------------------- When making such replacements, the Exchange would utilize a comma or the terms ``any,'' ``each,'' ``an,'' or ``one or more'' and delete the terms ``the'' or ``of the'' as necessary to integrate the term into the text. Finally, references to ``their'' would be amended to ``its'' as required by the context.\13\ --------------------------------------------------------------------------- \13\ For example, in Article III, Section 3.14(b) of the ICE Holdings Bylaws and Article III, Section 3.12(c) of the NYSE Holdings Operating Agreement, ``their regulatory authority'' would be amended to ``its regulatory authority.'' --------------------------------------------------------------------------- Definition of Intermediate Holding Companies The ICE Holdings and NYSE Holdings Governing Documents reference NYSE Holdings and NYSE Group by name.\14\ The ICE Certificate and ICE Bylaws use the defined term ``Intermediate Holding Companies'' instead, defining an ``Intermediate Holding Company'' as ``any entity controlled by the Corporation that is not itself an Exchange but that directly or indirectly controls an Exchange.'' \15\ The Exchange proposes to amend the Governing Documents to be consistent with the ICE Certificate and ICE Bylaws by using the term ``Intermediate Holding Companies'' instead of specific names. --------------------------------------------------------------------------- \14\ The NYSE Group Governing Documents do not make such references because there are no Intermediate Holding Companies between NYSE Group and the Exchange or its national securities exchange affiliates. \15\ See ICE Certificate, Art. V, Sec. A.3(a); ICE Bylaws, Art. III, Sec. 3.14(a)(2); and 82 FR 25018, supra note 4, at 25019. The Intermediate Holding Companies between ICE and the Exchange are ICE Holdings, NYSE Holdings, and NYSE Group. --------------------------------------------------------------------------- The Exchange accordingly proposes the following changes to the ICE Holdings Certificate, Article V, Section A(3)(a); ICE Holdings Bylaws, Article III, Section 3.14(a)(2); and NYSE Holdings Operating Agreement: In these ICE Holdings Governing Document provisions, the initial references to NYSE Holdings or NYSE Group, including the text ``(if and to the extent that NYSE Group continues to exist as a separate entity),'' would be replaced with the definition of ``Intermediate Holding Company.'' \16\ The additional references to NYSE Holdings or NYSE Group would be replaced with the terms ``Intermediate Holding Company'' and ``Intermediate Holding Companies,'' as applicable. --------------------------------------------------------------------------- \16\ In the ICE Holdings Certificate, the word ``respective'' also would be deleted. --------------------------------------------------------------------------- In the NYSE Holdings Operating Agreement, Article 1, Section 1.1, the definition of ``NYSE Group'' would be deleted and the definition of ``Intermediate Holding Company'' added, and in Article III, Section 3.12(b)(2) and Article IX, Section 9.1(a)(3)(A) and (b)(3)(A), references to ``NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity)'' would be replaced with ``Intermediate Holding Companies'' or ``Intermediate Holding Company,'' as applicable. Considerations of the Board The ICE Holdings Bylaws, NYSE Holdings Agreement, and NYSE Group Certificate have provisions setting forth considerations directors must take into account in discharging their responsibilities.\17\ Each such provision limits claims against directors, officers and employees as well as the relevant Intermediate Holding Company. The Exchange proposes to amend such provisions to substantially conform them to the analogous provision in the ICE Bylaws, as well as the governing documents of other holding companies of national securities exchanges, which are substantially similar.\18\ --------------------------------------------------------------------------- \17\ See ICE Holdings Bylaws, Art. III, Sec. 3.14; NYSE Holdings Agreement, Art. III, Sec. 3.12; and NYSE Group Certificate Art. V, Sec. 8. \18\ See ICE Bylaws, Art. III, Sec. 3.14(c); Amended and Restated Bylaws of Bats Global Markets Holdings, Inc., Art. VII, Sec. 7.2; Amended and Restated Limited Liability Company Agreement of BOX Holdings Group LLC, Art. 4, Sec. 4.12; Bylaws of IEX Group, Inc., Art. VII, Sec. 34; and Amended and Restated Bylaws of Miami International Holdings, Inc., Art. VII, Sec. 1. --------------------------------------------------------------------------- The Exchange accordingly proposes the following changes to the ICE Holdings Bylaws, Article III, Section 3.14(c); NYSE Group Certificate, Article V, Section 8; and NYSE Holdings Operating Agreement, Section 3.12(d): The ICE Holdings Bylaws and NYSE Group Certificate provisions would be expanded in scope to apply to any ``past or present stockholder, employee, beneficiary, agent, customer, creditor, community or regulatory authority or member thereof or other person or entity,'' and to protect agents as well as directors, officers and employees. To implement the change, the Exchange proposes to amend the final sentences of the ICE Holdings Bylaws and NYSE Group Certificate provisions as follows (deletions [bracketed], additions italicized): No past or present stockholder, employee, [former employee,] beneficiary, agent, customer, creditor, community or regulatory authority or member thereof or other person [[Page 55456]] or entity shall have any rights against any director, officer, [or] employee or agent of the Corporation or the Corporation under this Section. . . . The NYSE Holdings Operating Agreement provision would be expanded in scope to apply to any ``past or present Manager, employee, beneficiary, agent, customer, creditor, community or regulatory authority or member thereof or other person or entity,'' and to protect agents as well as Managers, officers and employees. To implement the change, the Exchange proposes to amend the final sentence of the provision as follows (deletions [bracketed], additions italicized): No past or present Manager, employee, [former employee,] beneficiary, agent, customer, creditor, community or regulatory authority or member thereof or other person or entity shall have any rights against any Manager, officer, [or] employee or agent of the Company or the Company under Section 3.12. Limitations on Voting and Ownership The ICE Holdings Certificate, NYSE Holdings Operating Agreement, and NYSE Group Certificate have provisions that establish voting and ownership concentration limitations on owners of their respective common stock above certain thresholds, which apply for so long as the relevant Intermediate Holding Company owns any U.S. Regulated Subsidiary (the ``Limitation Provisions'').\19\ Such provisions authorize the relevant entity's Board of Directors to grant exceptions to the voting and ownership concentration limitations if the Board of Directors makes certain determinations. --------------------------------------------------------------------------- \19\ See ICE Holdings Certificate, Art. V, Sec. A and B; NYSE Holdings Operating Agreement, Art. IX, Sec. 9.1(a) and (b); and NYSE Group Certificate, Art. IV, Sec. 4(b)(1) and (2). --------------------------------------------------------------------------- The ICE Certificate has a similar voting and ownership concentration limitation provision.\20\ The Exchange proposes to amend the Limitations Provisions to make them more consistent with the provision in the ICE Certificate. --------------------------------------------------------------------------- \20\ See ICE Certificate, Art. V, Sec. A and B, and 82 FR 25018, supra note 4, at 25020. --------------------------------------------------------------------------- Definition of Member Currently, the Limitation Provisions include lengthy provisions listing the different categories of members and permit holders of each of the NYSE, NYSE American, NYSE Arca, and NYSE National.\21\ Consistent with the ICE Certificate,\22\ the Exchange proposes to replace such provisions with the defined term ``Member,'' or, in the case of the NYSE Holdings Operating Agreement, ``Exchange Member,'' defined to mean a person that is a ``member'' of an exchange within the meaning of Section 3(a)(3)(A) of the Exchange Act.\23\ --------------------------------------------------------------------------- \21\ See ICE Holdings Certificate, Art. V, Sec. A(3)(c); NYSE Holdings Operating Agreement, Art. IX, Sec. 9.1(a)(3)(c); and NYSE Group Certificate, Art. IV, Sec. 4(b)(1)(A)(y). \22\ See ICE Certificate, Art. V, Sec. A(3)(c) and (8). \23\ 15 U.S.C. 78c(a)(3)(A). NYSE Holdings uses ``Exchange Member'' because, as a limited liability company, it has a Member, which is ICE Holdings. --------------------------------------------------------------------------- The Exchange believes that using ``Member'' or ``Exchange Member'' in place of the lists of categories of members and permit holders presently in the Governing Documents would simplify the Limitation Provisions, avoiding exchange-by-exchange descriptions of categories of members and permit holders without substantive change. Each of the categories listed--an ETP Holder, OTP Holder or OTP Firm of NYSE Arca, a ``member'' or ``member organization'' of the NYSE or NYSE American, or an ETP Holder of NYSE National--is a ``member'' of an exchange within the meaning of Section 3(a)(3)(A) of the Exchange Act.\24\ --------------------------------------------------------------------------- \24\ 15 U.S.C. 78c(a)(3)(A). Former NYSE Arca Equities ETP Holders are now ETP Holders of NYSE Arca. See 82 FR 40044, supra note 10, at 40044. --------------------------------------------------------------------------- The Exchange believes that the use of ``Member'' and the changes to remove the descriptions of categories of members and permit holders would be appropriate because it would align the Limitation Provisions more closely with the ICE Certificate, as well as voting and ownership concentration limits in the certificates of incorporation of other companies that own one or more national securities exchanges, which use a similar description of membership.\25\ The Exchange accordingly proposes the following changes: --------------------------------------------------------------------------- \25\ See Second Amended and Restated Certificate of Incorporation of CBOE Holdings, Inc. (``CBOE Certificate''), Art. Sixth, Sec. (a)(ii)(C) and (b)(ii)(D) (``Trading Permit Holder''); Amended and Restated Certificate of Incorporation of Miami International Holdings, Inc., Article Ninth (a)(ii) (``Exchange Member''). --------------------------------------------------------------------------- The definition of ``Member'' would be added to the ICE Holdings Certificate, Article V.A.8, and NYSE Group Certificate, Article IV, Section 4(b)(1)(F). Articles V.A.8 through 10 of the ICE Holdings Certificate would be renumbered accordingly. In the NYSE Holdings Operating Agreement, Article I, Section 1.1, the definition of ``Exchange Member'' would be added and the definitions of ``MKT Member,'' ``NYSE Arca ETP Holder,'' ``NYSE Member,'' ``NYSE National ETP Holder,'' ``OTP Firm,'' and ``OTP Holder'' would be deleted. In the NYSE Group Certificate, Article IV, Section 4(b)(2)(C)(iv), ``an NYSE Arca ETP Holder or an OTP Holder or OTP Firm'' would be replaced with ``a Member of any Exchange.'' \26\ --------------------------------------------------------------------------- \26\ See ICE Certificate, Art. V, Sec. B(3)(d). --------------------------------------------------------------------------- Approval Requirements for Exceeding Voting and Concentration Limits The Exchange proposes that, in the case of a person seeking approval to exercise voting rights in excess of 20% of the outstanding votes, the amended Limitation Provisions require that neither such person nor any of its related persons be a Member of an Exchange, instead of referring to the various categories of Exchange membership. Accordingly, the Exchange proposes to make the following changes to ICE Holdings Certificate, Article V.A.3.c; NYSE Holdings Operating Agreement, Article IX, Section 9.1(a)(3)(C); and the NYSE Group Certificate, Article IV, Section 4(b)(1)(A)(y): In the provisions of the ICE Holdings and NYSE Holdings Governing Documents, the text ``NYSE Arca, Inc. (`NYSE Arca') or NYSE Arca Equities, Inc. (`NYSE Arca Equities') or any facility of NYSE Arca'' would be replaced with ``one or more Exchanges.'' In addition, ``and'' would be added between clauses (i) and (ii). In the provision of the NYSE Group Certificate, ``the NYSE Arca or NYSE Arca Equities or any facility of NYSE Arca'' would be replaced with ``one or more Exchanges.'' In addition, ``and'' would be added between clauses (1) and (2). In all three provisions, the text ``a Member (as defined below) of any Exchange'' would replace the text from ``an ETP Holder (as defined in the NYSE Arca Equities rules'' through the end of the paragraph, with the exception that the NYSE Holdings text does not include ``(as defined below).'' In addition, the Exchange proposes the following changes to the ICE Holdings Certificate, Article V.A.3.d; NYSE Holdings Operating Agreement, Article IX, Section 9.1(a)(3)(D); and the NYSE Group Certificate, Article IV, Section 4(b)(1)(A)(z): In all three provisions, the text ``NYSE Arca or NYSE Arca Equities or any facility of NYSE Arca'' would be replaced with ``one or more Exchanges,'' with the exception that the NYSE Group text has the word ``the'' at its start. The text ``a Member of any Exchange'' would replace the text from ``an NYSE Arca ETP Holder'' through the end of the paragraph. In the provisions of the ICE Holdings and NYSE Holdings Governing Documents, the word ``and'' would be [[Page 55457]] added between (i) and (ii). In the provision of the NYSE Group Certificate, the word ``and'' would be added between clauses (1) and (2). The Exchange proposes that the conditions relating to a person seeking approval to exceed the ownership concentration limitation be similarly amended. The Exchange accordingly proposes the following changes to the ICE Holdings Certificate, Article V.B.3.d; NYSE Holdings Operating Agreement, Article IX, Section 9.1(b)(3)(D); and the NYSE Group Certificate, Article IV, Section 4(b)(2)(C)(iv): The word ``and'' would be added immediately before the provisions. The text ``NYSE Arca or NYSE Arca Equities or any facility of NYSE Arca'' would be replaced with ``any Exchange,'' with the exception that the NYSE Group text has the word ``the'' at its start. The text from ``an NYSE Arca ETP Holder'' through the end of the next three subparagraphs would be deleted and replaced with ``a Member of any Exchange.'' Definition of Related Persons Currently, the Limitation Provisions include lengthy definitions of ``Related Persons.'' The Exchange proposes to amend such definitions to eliminate the exchange-by-exchange description. Use of ``Member'' would permit a simplification, without substantive change, of the portion of the definition of the term ``Related Persons'' relating to members and trading permit holders. The revised definitions would be the same as the definition in the ICE Certificate, subject to differences in numbering and, in the NYSE Holdings Operating Agreement, certain terms.\27\ --------------------------------------------------------------------------- \27\ See ICE Certificate, Art. V, Sec. A(10). NYSE Holdings uses ``Interests of the Company'' rather than ``shares of stock of the Corporation.'' --------------------------------------------------------------------------- The Exchange accordingly proposes the following changes to the definitions of ``Related Persons'' in the ICE Holdings Certificate, current Article V.A(9); NYSE Holdings Operating Agreement, Article I, Section 1.1; and NYSE Group Certificate, Article IV, Section 4(b)(1)(E): In the fourth subparagraph, the text `` `member organization' (as defined in the rules of New York Stock Exchange, as such rules may be in effect from time to time), any `member' (as defined in the rules of New York Stock Exchange, as such rules may be in effect from time to time)'' would be replaced with ``Member, any Person.'' In the fifth subparagraph, the text ``an OTP Firm, any OTP Holder that is associated with such Person'' would be replaced with ``a natural person and is a Member, any broker or dealer that is also a Member with which such Person is associated.'' In the ICE Holdings Certificate and NYSE Holdings Operating Agreement, ``and'' would be added between the seventh and eighth subparagraphs. In the NYSE Group Certificate, ``and'' would be added between the eighth and ninth subparagraphs. In the ICE Holdings Certificate and NYSE Holdings Operating Agreement, subparagraphs nine through 12 would be deleted. In the NYSE Group Certificate, subparagraphs six and ten through 12 would be deleted, and the provisions renumbered accordingly. Confidential Information The Exchange proposes to amend the confidential information provisions in the ICE Holdings Bylaws, NYSE Holdings Operating Agreement, and NYSE Group Certificate. The proposed amendments would make such Governing Documents more consistent with the confidential information provision in the ICE Bylaws.\28\ --------------------------------------------------------------------------- \28\ See ICE Bylaws, Art. VIII. See also 82 FR 25018, supra note 4, at 25020. --------------------------------------------------------------------------- Accordingly, in the ICE Holdings Bylaws, Article VIII, Section 8.3(b); NYSE Holdings Operating Agreement, Article XII, Section 12.3; and NYSE Group Certificate, Article X, the text ``U.S. Regulated Subsidiary or any other U.S. Regulated Subsidiary over which such U.S. Regulated Subsidiary has regulatory authority or oversight'' would be replaced with ``Exchange.'' \29\ --------------------------------------------------------------------------- \29\ The text of the NYSE Group Certificate uses ``Regulated Subsidiary'' instead of ``U.S. Regulated Subsidiary.'' --------------------------------------------------------------------------- The proposed change would remove the provisions that allow any U.S. Regulated Subsidiary to inspect and copy the books and records of another U.S. Regulated Subsidiary over which the first has regulatory authority or oversight. As a result, the confidential information provisions would no longer provide that NYSE Arca may inspect the books and records of NYSE Arca, LLC or NYSE Arca Equities. However, the proposed change would have no substantive effect, because pursuant to NYSE Arca Rule 3.12 \30\ NYSE Arca would retain its authority over the books and records of NYSE Arca, LLC, and NYSE Arca Equities no longer exists. The NYSE, NYSE American, NYSE Arca and NYSE National do not have regulatory authority or oversight over each other. --------------------------------------------------------------------------- \30\ NYSE Arca Rule 3.12 provides, among other things, that the books and records of NYSE Arca, LLC are deemed to be the books and records of NYSE Arca for purposes of and subject to oversight pursuant to the Exchange Act and subject to inspection and copying by NYSE Arca. See ICE Bylaws, Art. VIII, Sec. 8.3. --------------------------------------------------------------------------- The Exchange proposes the following additional changes to the provisions: In the ICE Holdings Bylaws, Article VIII, Sections 8.1 and 8.2, and NYSE Holdings Operating Agreement, Article XII, Sections 12.1 and 12.2, ``U.S. Subsidiaries' Confidential Information'' would be amended to ``Exchange Confidential Information.'' In the NYSE Holdings Operating Agreement, Article 1, Section 1.1, the definition of ``U.S. Subsidiaries' Confidential Information'' would be deleted and the definition of ``Exchange Confidential Information'' added. Additional Proposed Changes to the Governing Documents In addition to the above, the Exchange proposes that Article II of the ICE Holdings Certificate be updated to include the name and building of its registered office in the State of Delaware. In addition, conforming changes would be made to the title, recitals, date and signature line, as applicable, of the Governing Documents. ICE Certificate The Exchange proposes to make a non-substantive amendment to Article V, Section A(3)(a) of the ICE Certificate. Due to an oversight, the text of the ICE Certificate approved by the ICE shareholders at the ICE annual meeting omitted the word ``respective'' from Article V, Section A(3)(a).\31\ To conform the ICE Certificate filed with the Commission to the text approved by the shareholders, the Exchange proposes to delete the word ``respective'' from clause (i) of the provision, which would read as follows (proposed deletion in bracket): --------------------------------------------------------------------------- \31\ See Intercontinental Exchange, Inc. Notice of 2017 Annual Meeting and Proxy Statement, at page A-5, available at https:// ir.theice.com/~/media/Files/I/Ice-IR/quarterly-results/2016/proxy- statement-2016.pdf. will not impair the ability of any national securities exchange registered under Section 6 of the Exchange Act that is directly or indirectly controlled by the Corporation (each such national securities exchange so controlled, an ``Exchange''), any entity controlled by the Corporation that is not itself an Exchange but that directly or indirectly controls an Exchange (each such controlling entity, an ``Intermediate Holding Company'') or the Corporation to discharge their [respective] responsibilities under --------------------------------------------------------------------------- the Exchange Act and the rules and regulations thereunder. . . . The Exchange does not propose to make any other changes to the ICE Certificate. [[Page 55458]] 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act \32\ in general, and with Section 6(b)(1) \33\ in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. --------------------------------------------------------------------------- \32\ 15 U.S.C. 78f(b). \33\ 15 U.S.C. 78f(b)(1). --------------------------------------------------------------------------- In particular, the Exchange believes that the proposed amendments to replace references to the U.S. Regulated Subsidiaries and to the NYSE, NYSE American, NYSE Arca, NYSE Arca, LLC and NYSE Arca Equities with references to an ``Exchange'' or the ``Exchanges,'' as appropriate, would contribute to the orderly operation of the Exchange by adding clarity and transparency to the Exchange's rules by eliminating references in the Governing Documents to entities that are not national securities exchanges. The Exchange Act definition of ``exchange'' states that ``exchange'' ``includes the market place and the market facilities maintained by such exchange.'' \34\ Accordingly, all market places and market facilities maintained by an Exchange would fall within the definition of Exchange and therefore would fall within the scope of the Governing Documents. The Exchange notes that the proposed change would align the Governing Documents voting and ownership concentration limits in the certificates of incorporation of other companies that own one or more national securities exchanges, which do not include references to subsidiaries other than national securities exchanges.\35\ In addition, it would contribute to the orderly operation of the Exchange by adding clarity and transparency to the Exchange's rules by eliminating obsolete references to NYSE Arca Equities, which has been merged out of existence. --------------------------------------------------------------------------- \34\ 15 U.S.C. 78c(a)(1). \35\ See CBOE Certificate, Art. Fifth, Sec. (a)(v), and Art. Sixth, Sec. (a)(ii)(A) (``Regulated Securities Exchange Subsidiaries''); and Amended and Restated Certificate of Incorporation of Bats Global Markets Holdings, Inc., Art. Fifth, Sec. (2) (``Exchange Subsidiaries''). --------------------------------------------------------------------------- As a result of the proposed use of ``Exchanges'' instead of ``U.S. Regulated Subsidiaries,'' the confidential information provisions of the Governing Documents would no longer provide that any U.S. Regulated Subsidiary is authorized to inspect the books and records of another U.S. Regulated Subsidiary over which the first has regulatory authority or oversight, including that NYSE Arca may inspect the books and records of NYSE Arca, LLC or NYSE Arca Equities. The proposed change would add further clarity and transparency to the Exchange's rules without having a substantive effect, as, pursuant to NYSE Arca Rule 3.12, NYSE Arca would retain its authority over the books and records of NYSE Arca, LLC, NYSE Arca Equities no longer exists and the NYSE, NYSE American, NYSE Arca and NYSE National do not have regulatory authority or oversight over each other. The Exchange believes that the proposed use in the Governing Documents of the defined term ``Intermediate Holding Company'' in place of lists of intermediate holding companies would contribute to the orderly operation of the Exchange by adding clarity and transparency to the Exchange's rules by eliminating references to entities that are not national securities exchanges without making a substantive change. Similarly, the Exchange believes that the proposed use of the defined term ``Member'' in place of lists of categories of members and permit holders in the Limitation Provisions would simplify the provisions without substantive change, avoiding exchange-by-exchange descriptions of categories of members and permit holders, as each of the categories currently listed is a ``member'' of an exchange within the meaning of Section 3(a)(3)(A) of the Exchange Act.\36\ Such use of ``Member,'' along with the simplification of the definition of ``Related Persons'' in the Limitation Provisions, would add clarity and transparency to the Exchange's rules as well as align the Limitation Provisions with the ICE Certificate voting and ownership concentration limits and with the voting and ownership concentration limits in the certificates of incorporation of other companies that own one or more national securities exchanges, which use a similar description of membership.\37\ --------------------------------------------------------------------------- \36\ 15 U.S.C. 78c(a)(3)(A). Former NYSE Arca Equities ETP Holders are now ETP Holders of NYSE Arca. See 82 FR 40044, supra note 10, at 40044. \37\ See note 25, supra. --------------------------------------------------------------------------- For similar reasons, the Exchange also believes that this filing furthers the objectives of Section 6(b)(5) of the Exchange Act \38\ because the proposed rule change would be consistent with and would create a governance and regulatory structure that is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. --------------------------------------------------------------------------- \38\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- Specifically, the proposed amendments (1) replacing references to the U.S. Regulated Subsidiaries, Regulated Subsidiaries, and to the NYSE, NYSE American, NYSE Arca, NYSE Arca, LLC and NYSE Arca Equities with references to an ``Exchange'' or the ``Exchanges,'' as appropriate; (2) using ``Intermediate Holding Company'' in place of lists of intermediate holding companies; (3) using ``Member'' in place of the lists of categories of members and permit holders in the Limitation Provisions; (4) simplifying the definition of ``Related Persons'' in the Limitation Provisions; (5) removing the ability of a U.S. Regulated Subsidiary to inspect the books and records of other U.S. Regulated Subsidiaries; and (6) making conforming changes to the Governing Documents, would remove impediments to and perfect the mechanism of a free and open market by simplifying and streamlining the Exchange's rules and removing obsolete references, thereby ensuring that persons subject to the Exchange's jurisdiction, regulators, and the investing public can more easily navigate and understand the Governing Documents. The Exchange believes that the proposed amendments to the Governing Document provisions limiting claims against directors, officers and employees, as well as the relevant Intermediate Holding Company, would remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, protect investors and the public interest because the proposed changes would conform the provision to the analogous statement in the ICE Certificate, as well as in the governing documents of other holding companies of national securities exchanges, which are substantially similar.\39\ --------------------------------------------------------------------------- \39\ See note 18, supra. --------------------------------------------------------------------------- Finally, the Exchange believes that its proposed non-substantive amendment to Article V, Section A(3)(a) of the ICE Certificate would remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect [[Page 55459]] investors and the public interest because it would ensure that the ICE Certificate filed with the Commission conforms to the text approved by the ICE shareholders at the ICE annual meeting. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The proposed rule change is not designed to address any competitive issue but rather update and streamline the Intermediate Holding Company governing documents to make them more consistent with the governing documents of ICE, their ultimate parent, including by (a) streamlining references to ICE subsidiaries that either are or control national securities exchanges and deleting references to other ICE subsidiaries; and (b) amending the provisions regarding limitations on claims, voting and ownership concentration limitations, and confidential information. The Exchange believes that the proposed rule change will serve to promote clarity and consistency, thereby reducing burdens on the marketplace and facilitating investor protection. The proposed rule change would result in no concentration or other changes of ownership of exchanges. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act \40\ and Rule 19b4(f)-(6) thereunder.\41\ Because the proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b- 4(f)(6) thereunder.\42\ --------------------------------------------------------------------------- \40\ 15 U.S.C. 78s(b)(3)(A)(iii). \41\ 17 CFR 240.19b-4(f)(6). \42\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- At any time within 60 days of the filing of such 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 shall institute proceedings under Section 19(b)(2)(B) \43\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \43\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- 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-NYSEARCA-2017-125 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEARCA-2017-125. 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-NYSEARCA-2017-125 and should be submitted on or before December 12, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\44\ --------------------------------------------------------------------------- \44\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-25140 Filed 11-20-17; 8:45 am] BILLING CODE 8011-01-P
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The Exchange deems the Shares to be redeemable); (b) NYSE Arca Rule 9.2– compliance with the continued listing
equity securities, thus rendering trading E(a), which imposes a duty of due requirements. If the Fund is not in
in the Shares subject to the Exchange’s diligence on its Equity Trading Permit compliance with the applicable listing
existing rules governing the trading of Holders to learn the essential facts requirements, the Exchange will
equity securities. In support of this relating to every customer prior to commence delisting procedures under
proposal, the Exchange represents that: trading the Shares; (c) the risks involved NYSE Arca Rule 5.5–E(m).
(1) Other than Commentary .01(e), the in trading the Shares during the Early This approval order is based on all of
Fund’s portfolio will meet all other and Late Trading Sessions when an the Exchange’s statements and
requirements of NYSE Arca Rule 8.600– updated PIV will not be calculated or representations, including those set
E. publicly disseminated; (d) how forth above and in Amendment Nos. 1
(2) The aggregate gross notional value information regarding the PIV and the and 2.
of the Fund’s investments in OTC Disclosed Portfolio is disseminated; (e) For the foregoing reasons, the
derivatives may exceed 20% of Fund the requirement that Equity Trading Commission finds that the proposed
assets, calculated based on the aggregate Permit Holders deliver a prospectus to rule change, as modified by Amendment
gross notional value of such OTC investors purchasing newly issued Nos. 1 and 2, is consistent with Section
derivatives. Shares prior to or concurrently with the 6(b)(5) of the Act 27 and Section
(3) A minimum of 100,000 Shares of confirmation of a transaction; and (f) 11A(a)(1)(C)(iii) of the Act 28 and the
the Fund will be outstanding at the trading information. In addition, the rules and regulations thereunder
commencement of trading on the Information Bulletin will discuss any applicable to a national securities
Exchange. exemptive, no-action, and interpretive exchange.
(4) Trading in the Shares will be relief granted by the Commission from
subject to the existing trading any rules under the Act. IV. Conclusion
surveillances administered by the (7) The Exchange has appropriate It is therefore ordered, pursuant to
Exchange, as well as cross-market rules to facilitate transactions in the Section 19(b)(2) of the Act,29 that the
surveillances administered by the Shares during all trading sessions. proposed rule change (SR–NYSEArca–
Financial Industry Regulatory Authority (8) For initial and continued listing, 2017–86), as modified by Amendment
(‘‘FINRA’’) on behalf of the Exchange, the Fund will be in compliance with Nos. 1 and 2, be, and it hereby is,
and these procedures are adequate to Rule 10A–3 under the Act.25 approved on an accelerated basis.
properly monitor Exchange trading of (9) The Fund’s investments, including
the Shares in all trading sessions and to For the Commission, by the Division of
derivatives, will be consistent with the Trading and Markets, pursuant to delegated
deter and detect violations of Exchange Fund’s investment objective and will authority.30
rules and applicable federal securities not be used to enhance leverage. That is,
laws. Eduardo A. Aleman,
while the Fund will be permitted to
(5) The Exchange or FINRA, on behalf Assistant Secretary.
borrow as permitted under the 1940 Act,
of the Exchange, or both, will the Fund’s (and the Subsidiary’s) [FR Doc. 2017–25136 Filed 11–20–17; 8:45 am]
communicate as needed regarding investments will not be used to seek BILLING CODE 8011–01–P
trading in the Shares, exchange-listed performance that is the multiple or
equity securities, certain futures, and inverse multiple (e.g., 2Xs and 3Xs) of
certain exchange-traded options with the Fund’s primary broad-based SECURITIES AND EXCHANGE
other markets and other entities that are securities benchmark index (as defined COMMISSION
members of the Intermarket in Form N–1A). [Release No. 34–82083; File No. SR–
Surveillance Group (‘‘ISG’’), and the The Exchange represents that all NYSEARCA–2017–125]
Exchange or FINRA, on behalf of the statements and representations made in
Exchange, or both, may obtain trading the filing regarding (1) the description of Self-Regulatory Organizations; NYSE
information regarding trading in such the portfolio; (2) limitations on portfolio Arca, Inc.; Notice of Filing and
securities and financial instruments holdings or reference assets; or (3) the Immediate Effectiveness of Proposed
from such markets and other entities. In applicability of Exchange listing rules Rule Change To Amend the Governing
addition, the Exchange may obtain specified in the rule filing constitute Documents of Its Intermediate Parent
information regarding trading in such continued listing requirements for Companies Intercontinental Exchange
securities and financial instruments listing the Shares on the Exchange. In Holdings, Inc., NYSE Holdings LLC and
from markets and other entities that are addition, the issuer has represented to NYSE Group, Inc. To Make Them More
members of ISG or with which the the Exchange that it will advise the Consistent With the Governing
Exchange has in place a comprehensive Exchange of any failure by the Fund to Documents of Their Ultimate Parent
surveillance sharing agreement. FINRA, comply with the continued listing Intercontinental Exchange, Inc.
on behalf of the Exchange, is able to requirements and, pursuant to its
access, as needed, trade information for November 15, 2017.
obligations under Section 19(g)(1) of the
certain fixed income securities held by Act, the Exchange will monitor 26 for Pursuant to Section 19(b)(1) 1 of the
the Fund reported to FINRA’s Trade Securities Exchange Act of 1934 (the
Reporting and Compliance Engine. 25 See 17 CFR 240.10A–3. ‘‘Act’’ or ‘‘Exchange Act’’) 2 and Rule
(6) Prior to the commencement of 26 The Commission notes that certain proposals 19b–4 thereunder,3 notice is hereby
asabaliauskas on DSKBBXCHB2PROD with NOTICES
trading, the Exchange will inform its for the listing and trading of exchange-traded
Equity Trading Permit Holders in an products include a representation that the exchange less stringent obligation than ‘‘surveil’’ with respect
will ‘‘surveil’’ for compliance with the continued to the continued listing requirements.
Information Bulletin of the special listing requirements. See, e.g., Securities Exchange 27 15 U.S.C. 78f(b)(5).
characteristics and risks associated with Act Release No. 77499 (April 1, 2016), 81 FR 20428, 28 15 U.S.C. 78k–1(a)(1)(C)(iii).
trading the Shares. Specifically, the 20432 (April 7, 2016) (SR–BATS–2016–04). In the 29 15 U.S.C. 78s(b)(2).
Information Bulletin will discuss: (a) context of this representation, it is the 30 17 CFR 200.30–3(a)(12).
Commission’s view that ‘‘monitor’’ and ‘‘surveil’’
The procedures for purchases and both mean ongoing oversight of compliance with
1 15 U.S.C.78s(b)(1).
redemptions of Shares in creation units the continued listing requirements. Therefore, the 2 15 U.S.C. 78a.
(and that Shares are not individually Commission does not view ‘‘monitor’’ as a more or 3 17 CFR 240.19b–4.
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references to NYSE Arca Equities are replaced with ‘‘Exchange’’ or Holding Company’’ and ‘‘Intermediate
obsolete, as it has been merged out of ‘‘Exchanges,’’ as applicable.12 Holding Companies,’’ as applicable.
existence.10 When making such replacements, the • In the NYSE Holdings Operating
The Exchange accordingly proposes Exchange would utilize a comma or the Agreement, Article 1, Section 1.1, the
definition of ‘‘NYSE Group’’ would be
the following changes: terms ‘‘any,’’ ‘‘each,’’ ‘‘an,’’ or ‘‘one or
deleted and the definition of
• In the ICE Holdings Certificate, the more’’ and delete the terms ‘‘the’’ or ‘‘of
‘‘Intermediate Holding Company’’
definitions of ‘‘U.S. Regulated the’’ as necessary to integrate the term
added, and in Article III, Section
Subsidiary’’ and ‘‘U.S. Regulated into the text. Finally, references to
3.12(b)(2) and Article IX, Section
Subsidiaries’’ in Article V, Section A.10 ‘‘their’’ would be amended to ‘‘its’’ as
9.1(a)(3)(A) and (b)(3)(A), references to
would be deleted, and the definition of required by the context.13
‘‘NYSE Group (if and to the extent that
‘‘Exchange’’ added to Article V, Section Definition of Intermediate Holding NYSE Group continues to exist as a
A(1).11 In the ICE Holdings Bylaws, the Companies separate entity)’’ would be replaced
definitions of ‘‘U.S. Regulated with ‘‘Intermediate Holding
Subsidiary’’ and ‘‘U.S. Regulated The ICE Holdings and NYSE Holdings Companies’’ or ‘‘Intermediate Holding
Subsidiaries’’ in Article III, Section 3.15 Governing Documents reference NYSE Company,’’ as applicable.
would be deleted, and in the NYSE Holdings and NYSE Group by name.14
The ICE Certificate and ICE Bylaws use Considerations of the Board
Group Certificate, the definitions of
‘‘Regulated Subsidiary’’ and ‘‘Regulated the defined term ‘‘Intermediate Holding The ICE Holdings Bylaws, NYSE
Subsidiaries’’ in Article IV, Section Companies’’ instead, defining an Holdings Agreement, and NYSE Group
4(b)(1)(A) would be deleted, and the ‘‘Intermediate Holding Company’’ as Certificate have provisions setting forth
definition of ‘‘Exchange’’ added in the ‘‘any entity controlled by the considerations directors must take into
deleted definitions’ place. Corporation that is not itself an account in discharging their
Exchange but that directly or indirectly responsibilities.17 Each such provision
• In Article 1, Section 1.1 of the
controls an Exchange.’’ 15 The Exchange limits claims against directors, officers
NYSE Holdings Operating Agreement,
proposes to amend the Governing and employees as well as the relevant
the definitions of ‘‘New York Stock
Documents to be consistent with the ICE Intermediate Holding Company. The
Exchange,’’ ‘‘NYSE Arca,’’ ‘‘NYSE Arca
Certificate and ICE Bylaws by using the Exchange proposes to amend such
Equities,’’ ‘‘NYSE MKT,’’ ‘‘NYSE provisions to substantially conform
National,’’ ‘‘U.S. Regulated Subsidiary,’’ term ‘‘Intermediate Holding
Companies’’ instead of specific names. them to the analogous provision in the
and ‘‘U.S. Regulated Subsidiaries’’ ICE Bylaws, as well as the governing
would be deleted and the definition of The Exchange accordingly proposes
documents of other holding companies
‘‘Exchange’’ added. the following changes to the ICE
of national securities exchanges, which
• In the NYSE Group Certificate, Holdings Certificate, Article V, Section
are substantially similar.18
Article IV, Section 4(b)(1)(A)(w), the A(3)(a); ICE Holdings Bylaws, Article III, The Exchange accordingly proposes
text ‘‘of the Regulated Subsidiaries, in Section 3.14(a)(2); and NYSE Holdings the following changes to the ICE
each case to the extent that such entities Operating Agreement: Holdings Bylaws, Article III, Section
continue to be controlled, directly or • In these ICE Holdings Governing 3.14(c); NYSE Group Certificate, Article
indirectly, by the Corporation,’’ would Document provisions, the initial V, Section 8; and NYSE Holdings
be replaced with ‘‘Exchange,’’ and ‘‘the references to NYSE Holdings or NYSE Operating Agreement, Section 3.12(d):
Regulated Subsidiaries’’ would be Group, including the text ‘‘(if and to the • The ICE Holdings Bylaws and
replaced with ‘‘each Exchange.’’ extent that NYSE Group continues to NYSE Group Certificate provisions
• In the NYSE Group Bylaws, the list exist as a separate entity),’’ would be would be expanded in scope to apply to
of national securities exchanges, NYSE replaced with the definition of any ‘‘past or present stockholder,
Arca, LLC, NYSE Arca Equities and ‘‘Intermediate Holding Company.’’ 16 employee, beneficiary, agent, customer,
their successors in Article VII, Section The additional references to NYSE creditor, community or regulatory
7.9(b) would be replaced with the Holdings or NYSE Group would be authority or member thereof or other
definition of ‘‘Exchange.’’ replaced with the terms ‘‘Intermediate person or entity,’’ and to protect agents
as well as directors, officers and
Throughout the Governing 12 For example, in Article XII, clause (b) of the employees. To implement the change,
Documents, ‘‘U.S. Regulated NYSE Group Certificate, ‘‘the boards of directors of the Exchange proposes to amend the
Subsidiary,’’ ‘‘U.S. Regulated New York Stock Exchange, NYSE Arca, NYSE Arca final sentences of the ICE Holdings
Subsidiary’s,’’ ‘‘U.S. Regulated Equities, NYSE MKT and NYSE National or the
boards of directors of their successors’’ would be
Bylaws and NYSE Group Certificate
Subsidiaries,’’ ‘‘Regulated Subsidiary,’’ amended to ‘‘the boards of directors of each provisions as follows (deletions
‘‘Regulated Subsidiary’s,’’ and Exchange.’’ [bracketed], additions italicized):
‘‘Regulated Subsidiaries’’ would be 13 For example, in Article III, Section 3.14(b) of
No past or present stockholder, employee,
replaced with ‘‘Exchange,’’ the ICE Holdings Bylaws and Article III, Section
[former employee,] beneficiary, agent,
‘‘Exchange’s,’’ or ‘‘Exchanges,’’ as 3.12(c) of the NYSE Holdings Operating Agreement,
‘‘their regulatory authority’’ would be amended to customer, creditor, community or regulatory
applicable. Similarly, lists of any or all ‘‘its regulatory authority.’’ authority or member thereof or other person
of the ICE national securities exchanges, 14 The NYSE Group Governing Documents do not
NYSE Arca Equities, NYSE Arca, LLC, make such references because there are no
asabaliauskas on DSKBBXCHB2PROD with NOTICES
17 See ICE Holdings Bylaws, Art. III, Sec. 3.14;
their successors, facilities, or the boards Intermediate Holding Companies between NYSE NYSE Holdings Agreement, Art. III, Sec. 3.12; and
Group and the Exchange or its national securities NYSE Group Certificate Art. V, Sec. 8.
of directors of successors, would be exchange affiliates. 18 See ICE Bylaws, Art. III, Sec. 3.14(c); Amended
15 See ICE Certificate, Art. V, Sec. A.3(a); ICE
and Restated Bylaws of Bats Global Markets
10 See Securities Exchange Act Release No. 81419 Bylaws, Art. III, Sec. 3.14(a)(2); and 82 FR 25018, Holdings, Inc., Art. VII, Sec. 7.2; Amended and
(August 17, 2017), 82 FR 40044 (August 23, 2017) supra note 4, at 25019. The Intermediate Holding Restated Limited Liability Company Agreement of
(SR–NYSEArca–2017–40). Companies between ICE and the Exchange are ICE BOX Holdings Group LLC, Art. 4, Sec. 4.12; Bylaws
11 The definition of ‘‘Exchange’’ would replace Holdings, NYSE Holdings, and NYSE Group. of IEX Group, Inc., Art. VII, Sec. 34; and Amended
‘‘any U.S. Regulated Subsidiary (as defined below)’’ 16 In the ICE Holdings Certificate, the word and Restated Bylaws of Miami International
in Art. V, Sec. A(1). ‘‘respective’’ also would be deleted. Holdings, Inc., Art. VII, Sec. 1.
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![55456 Federal Register / Vol. 82, No. 223 / Tuesday, November 21, 2017 / Notices
or entity shall have any rights against any replace such provisions with the NYSE Arca ETP Holder or an OTP
director, officer, [or] employee or agent of the defined term ‘‘Member,’’ or, in the case Holder or OTP Firm’’ would be replaced
Corporation or the Corporation under this of the NYSE Holdings Operating with ‘‘a Member of any Exchange.’’ 26
Section. . . .
Agreement, ‘‘Exchange Member,’’
• The NYSE Holdings Operating Approval Requirements for Exceeding
defined to mean a person that is a
Agreement provision would be Voting and Concentration Limits
‘‘member’’ of an exchange within the
expanded in scope to apply to any ‘‘past meaning of Section 3(a)(3)(A) of the The Exchange proposes that, in the
or present Manager, employee, Exchange Act.23 case of a person seeking approval to
beneficiary, agent, customer, creditor, The Exchange believes that using exercise voting rights in excess of 20%
community or regulatory authority or ‘‘Member’’ or ‘‘Exchange Member’’ in of the outstanding votes, the amended
member thereof or other person or place of the lists of categories of Limitation Provisions require that
entity,’’ and to protect agents as well as members and permit holders presently neither such person nor any of its
Managers, officers and employees. To in the Governing Documents would related persons be a Member of an
implement the change, the Exchange simplify the Limitation Provisions, Exchange, instead of referring to the
proposes to amend the final sentence of avoiding exchange-by-exchange various categories of Exchange
the provision as follows (deletions descriptions of categories of members membership. Accordingly, the Exchange
[bracketed], additions italicized): and permit holders without substantive proposes to make the following changes
change. Each of the categories listed—an to ICE Holdings Certificate, Article
No past or present Manager, employee,
[former employee,] beneficiary, agent, ETP Holder, OTP Holder or OTP Firm V.A.3.c; NYSE Holdings Operating
customer, creditor, community or regulatory of NYSE Arca, a ‘‘member’’ or ‘‘member Agreement, Article IX, Section
authority or member thereof or other person organization’’ of the NYSE or NYSE 9.1(a)(3)(C); and the NYSE Group
or entity shall have any rights against any American, or an ETP Holder of NYSE Certificate, Article IV, Section
Manager, officer, [or] employee or agent of National—is a ‘‘member’’ of an 4(b)(1)(A)(y):
the Company or the Company under Section exchange within the meaning of Section • In the provisions of the ICE
3.12. 3(a)(3)(A) of the Exchange Act.24 Holdings and NYSE Holdings Governing
Limitations on Voting and Ownership The Exchange believes that the use of Documents, the text ‘‘NYSE Arca, Inc.
‘‘Member’’ and the changes to remove (‘NYSE Arca’) or NYSE Arca Equities,
The ICE Holdings Certificate, NYSE Inc. (‘NYSE Arca Equities’) or any
the descriptions of categories of
Holdings Operating Agreement, and facility of NYSE Arca’’ would be
members and permit holders would be
NYSE Group Certificate have provisions replaced with ‘‘one or more Exchanges.’’
appropriate because it would align the
that establish voting and ownership In addition, ‘‘and’’ would be added
Limitation Provisions more closely with
concentration limitations on owners of between clauses (i) and (ii).
the ICE Certificate, as well as voting and
their respective common stock above • In the provision of the NYSE Group
ownership concentration limits in the
certain thresholds, which apply for so Certificate, ‘‘the NYSE Arca or NYSE
certificates of incorporation of other
long as the relevant Intermediate Arca Equities or any facility of NYSE
companies that own one or more
Holding Company owns any U.S. Arca’’ would be replaced with ‘‘one or
national securities exchanges, which
Regulated Subsidiary (the ‘‘Limitation more Exchanges.’’ In addition, ‘‘and’’
use a similar description of
Provisions’’).19 Such provisions would be added between clauses (1) and
membership.25 The Exchange
authorize the relevant entity’s Board of (2).
accordingly proposes the following
Directors to grant exceptions to the • In all three provisions, the text ‘‘a
changes:
voting and ownership concentration • The definition of ‘‘Member’’ would Member (as defined below) of any
limitations if the Board of Directors be added to the ICE Holdings Certificate, Exchange’’ would replace the text from
makes certain determinations. Article V.A.8, and NYSE Group ‘‘an ETP Holder (as defined in the NYSE
The ICE Certificate has a similar Arca Equities rules’’ through the end of
Certificate, Article IV, Section 4(b)(1)(F).
voting and ownership concentration the paragraph, with the exception that
Articles V.A.8 through 10 of the ICE
limitation provision.20 The Exchange the NYSE Holdings text does not
Holdings Certificate would be
proposes to amend the Limitations include ‘‘(as defined below).’’
renumbered accordingly.
Provisions to make them more • In the NYSE Holdings Operating In addition, the Exchange proposes
consistent with the provision in the ICE Agreement, Article I, Section 1.1, the the following changes to the ICE
Certificate. definition of ‘‘Exchange Member’’ Holdings Certificate, Article V.A.3.d;
Definition of Member would be added and the definitions of NYSE Holdings Operating Agreement,
‘‘MKT Member,’’ ‘‘NYSE Arca ETP Article IX, Section 9.1(a)(3)(D); and the
Currently, the Limitation Provisions
Holder,’’ ‘‘NYSE Member,’’ ‘‘NYSE NYSE Group Certificate, Article IV,
include lengthy provisions listing the
National ETP Holder,’’ ‘‘OTP Firm,’’ and Section 4(b)(1)(A)(z):
different categories of members and • In all three provisions, the text
permit holders of each of the NYSE, ‘‘OTP Holder’’ would be deleted.
• In the NYSE Group Certificate, ‘‘NYSE Arca or NYSE Arca Equities or
NYSE American, NYSE Arca, and NYSE any facility of NYSE Arca’’ would be
Article IV, Section 4(b)(2)(C)(iv), ‘‘an
National.21 Consistent with the ICE replaced with ‘‘one or more Exchanges,’’
Certificate,22 the Exchange proposes to 23 15 U.S.C. 78c(a)(3)(A). NYSE Holdings uses with the exception that the NYSE Group
19 See ICE Holdings Certificate, Art. V, Sec. A and
‘‘Exchange Member’’ because, as a limited liability text has the word ‘‘the’’ at its start. The
company, it has a Member, which is ICE Holdings.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
B; NYSE Holdings Operating Agreement, Art. IX, 24 15 U.S.C. 78c(a)(3)(A). Former NYSE Arca
text ‘‘a Member of any Exchange’’ would
Sec. 9.1(a) and (b); and NYSE Group Certificate, Art. Equities ETP Holders are now ETP Holders of NYSE
replace the text from ‘‘an NYSE Arca
IV, Sec. 4(b)(1) and (2). Arca. See 82 FR 40044, supra note 10, at 40044. ETP Holder’’ through the end of the
20 See ICE Certificate, Art. V, Sec. A and B, and 25 See Second Amended and Restated Certificate paragraph.
82 FR 25018, supra note 4, at 25020. of Incorporation of CBOE Holdings, Inc. (‘‘CBOE • In the provisions of the ICE
21 See ICE Holdings Certificate, Art. V, Sec.
Certificate’’), Art. Sixth, Sec. (a)(ii)(C) and (b)(ii)(D) Holdings and NYSE Holdings Governing
A(3)(c); NYSE Holdings Operating Agreement, Art. (‘‘Trading Permit Holder’’); Amended and Restated
IX, Sec. 9.1(a)(3)(c); and NYSE Group Certificate, Certificate of Incorporation of Miami International Documents, the word ‘‘and’’ would be
Art. IV, Sec. 4(b)(1)(A)(y). Holdings, Inc., Article Ninth (a)(ii) (‘‘Exchange
22 See ICE Certificate, Art. V, Sec. A(3)(c) and (8). Member’’). 26 See ICE Certificate, Art. V, Sec. B(3)(d).
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![Federal Register / Vol. 82, No. 223 / Tuesday, November 21, 2017 / Notices 55457
added between (i) and (ii). In the associated with such Person’’ would be NYSE Arca and NYSE National do not
provision of the NYSE Group replaced with ‘‘a natural person and is have regulatory authority or oversight
Certificate, the word ‘‘and’’ would be a Member, any broker or dealer that is over each other.
added between clauses (1) and (2). also a Member with which such Person The Exchange proposes the following
The Exchange proposes that the is associated.’’ additional changes to the provisions:
conditions relating to a person seeking • In the ICE Holdings Certificate and • In the ICE Holdings Bylaws, Article
approval to exceed the ownership NYSE Holdings Operating Agreement, VIII, Sections 8.1 and 8.2, and NYSE
concentration limitation be similarly ‘‘and’’ would be added between the Holdings Operating Agreement, Article
amended. The Exchange accordingly seventh and eighth subparagraphs. In XII, Sections 12.1 and 12.2, ‘‘U.S.
proposes the following changes to the the NYSE Group Certificate, ‘‘and’’ Subsidiaries’ Confidential Information’’
ICE Holdings Certificate, Article would be added between the eighth and would be amended to ‘‘Exchange
V.B.3.d; NYSE Holdings Operating ninth subparagraphs. Confidential Information.’’
Agreement, Article IX, Section • In the ICE Holdings Certificate and • In the NYSE Holdings Operating
9.1(b)(3)(D); and the NYSE Group NYSE Holdings Operating Agreement, Agreement, Article 1, Section 1.1, the
Certificate, Article IV, Section subparagraphs nine through 12 would definition of ‘‘U.S. Subsidiaries’
4(b)(2)(C)(iv): be deleted. In the NYSE Group Confidential Information’’ would be
• The word ‘‘and’’ would be added Certificate, subparagraphs six and ten deleted and the definition of ‘‘Exchange
immediately before the provisions. through 12 would be deleted, and the Confidential Information’’ added.
• The text ‘‘NYSE Arca or NYSE Arca provisions renumbered accordingly. Additional Proposed Changes to the
Equities or any facility of NYSE Arca’’ Confidential Information Governing Documents
would be replaced with ‘‘any
The Exchange proposes to amend the In addition to the above, the Exchange
Exchange,’’ with the exception that the
confidential information provisions in proposes that Article II of the ICE
NYSE Group text has the word ‘‘the’’ at
the ICE Holdings Bylaws, NYSE Holdings Certificate be updated to
its start.
Holdings Operating Agreement, and include the name and building of its
• The text from ‘‘an NYSE Arca ETP
NYSE Group Certificate. The proposed registered office in the State of
Holder’’ through the end of the next
amendments would make such Delaware. In addition, conforming
three subparagraphs would be deleted
Governing Documents more consistent changes would be made to the title,
and replaced with ‘‘a Member of any
with the confidential information recitals, date and signature line, as
Exchange.’’
provision in the ICE Bylaws.28 applicable, of the Governing
Definition of Related Persons Accordingly, in the ICE Holdings Documents.
Currently, the Limitation Provisions Bylaws, Article VIII, Section 8.3(b);
ICE Certificate
include lengthy definitions of ‘‘Related NYSE Holdings Operating Agreement,
Article XII, Section 12.3; and NYSE The Exchange proposes to make a
Persons.’’ The Exchange proposes to non-substantive amendment to Article
amend such definitions to eliminate the Group Certificate, Article X, the text
‘‘U.S. Regulated Subsidiary or any other V, Section A(3)(a) of the ICE Certificate.
exchange-by-exchange description. Use Due to an oversight, the text of the ICE
of ‘‘Member’’ would permit a U.S. Regulated Subsidiary over which
such U.S. Regulated Subsidiary has Certificate approved by the ICE
simplification, without substantive shareholders at the ICE annual meeting
change, of the portion of the definition regulatory authority or oversight’’ would
be replaced with ‘‘Exchange.’’ 29 omitted the word ‘‘respective’’ from
of the term ‘‘Related Persons’’ relating to Article V, Section A(3)(a).31 To conform
The proposed change would remove
members and trading permit holders. the ICE Certificate filed with the
the provisions that allow any U.S.
The revised definitions would be the Commission to the text approved by the
Regulated Subsidiary to inspect and
same as the definition in the ICE shareholders, the Exchange proposes to
copy the books and records of another
Certificate, subject to differences in delete the word ‘‘respective’’ from
U.S. Regulated Subsidiary over which
numbering and, in the NYSE Holdings clause (i) of the provision, which would
the first has regulatory authority or
Operating Agreement, certain terms.27 read as follows (proposed deletion in
oversight. As a result, the confidential
The Exchange accordingly proposes bracket):
information provisions would no longer
the following changes to the definitions
provide that NYSE Arca may inspect the will not impair the ability of any national
of ‘‘Related Persons’’ in the ICE
books and records of NYSE Arca, LLC securities exchange registered under Section
Holdings Certificate, current Article 6 of the Exchange Act that is directly or
or NYSE Arca Equities. However, the
V.A(9); NYSE Holdings Operating indirectly controlled by the Corporation
proposed change would have no
Agreement, Article I, Section 1.1; and (each such national securities exchange so
substantive effect, because pursuant to
NYSE Group Certificate, Article IV, controlled, an ‘‘Exchange’’), any entity
NYSE Arca Rule 3.12 30 NYSE Arca controlled by the Corporation that is not
Section 4(b)(1)(E):
• In the fourth subparagraph, the text would retain its authority over the itself an Exchange but that directly or
‘‘ ‘member organization’ (as defined in books and records of NYSE Arca, LLC, indirectly controls an Exchange (each such
the rules of New York Stock Exchange, and NYSE Arca Equities no longer controlling entity, an ‘‘Intermediate Holding
exists. The NYSE, NYSE American, Company’’) or the Corporation to discharge
as such rules may be in effect from time their [respective] responsibilities under the
to time), any ‘member’ (as defined in the 28 See ICE Bylaws, Art. VIII. See also 82 FR Exchange Act and the rules and regulations
rules of New York Stock Exchange, as 25018, supra note 4, at 25020. thereunder. . . .
asabaliauskas on DSKBBXCHB2PROD with NOTICES
such rules may be in effect from time to 29 The text of the NYSE Group Certificate uses
The Exchange does not propose to
time)’’ would be replaced with ‘‘Regulated Subsidiary’’ instead of ‘‘U.S. Regulated
make any other changes to the ICE
‘‘Member, any Person.’’ Subsidiary.’’
Certificate.
• In the fifth subparagraph, the text 30 NYSE Arca Rule 3.12 provides, among other
things, that the books and records of NYSE Arca,
‘‘an OTP Firm, any OTP Holder that is LLC are deemed to be the books and records of 31 See Intercontinental Exchange, Inc. Notice of
NYSE Arca for purposes of and subject to oversight 2017 Annual Meeting and Proxy Statement, at page
27 See ICE Certificate, Art. V, Sec. A(10). NYSE pursuant to the Exchange Act and subject to A–5, available at https://ir.theice.com/∼/media/
Holdings uses ‘‘Interests of the Company’’ rather inspection and copying by NYSE Arca. See ICE Files/I/Ice-IR/quarterly-results/2016/proxy-
than ‘‘shares of stock of the Corporation.’’ Bylaws, Art. VIII, Sec. 8.3. statement-2016.pdf.
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![Federal Register / Vol. 82, No. 223 / Tuesday, November 21, 2017 / Notices 55459
investors and the public interest effective pursuant to Section 19(b)(3)(A) those that may be withheld from the
because it would ensure that the ICE of the Act and Rule 19b–4(f)(6) public in accordance with the
Certificate filed with the Commission thereunder.42 provisions of 5 U.S.C. 552, will be
conforms to the text approved by the At any time within 60 days of the available for Web site viewing and
ICE shareholders at the ICE annual filing of such proposed rule change, the printing in the Commission’s Public
meeting. Commission summarily may Reference Room, 100 F Street NE.,
temporarily suspend such rule change if Washington, DC 20549, on official
B. Self-Regulatory Organization’s
it appears to the Commission that such business days between the hours of
Statement on Burden on Competition
action is necessary or appropriate in the 10:00 a.m. and 3:00 p.m. Copies of the
The Exchange does not believe that public interest, for the protection of filing also will be available for
the proposed rule change will impose investors, or otherwise in furtherance of inspection and copying at the principal
any burden on competition that is not the purposes of the Act. If the office of the Exchange. All comments
necessary or appropriate in furtherance Commission takes such action, the received will be posted without change.
of the purposes of the Exchange Act. Commission shall institute proceedings Persons submitting comments are
The proposed rule change is not under Section 19(b)(2)(B) 43 of the Act to cautioned that we do not redact or edit
designed to address any competitive determine whether the proposed rule personal identifying information from
issue but rather update and streamline change should be approved or comment submissions. You should
the Intermediate Holding Company disapproved. submit only information that you wish
governing documents to make them to make available publicly. All
more consistent with the governing IV. Solicitation of Comments
submissions should refer to File
documents of ICE, their ultimate parent, Interested persons are invited to Number SR–NYSEARCA–2017–125 and
including by (a) streamlining references submit written data, views, and should be submitted on or before
to ICE subsidiaries that either are or arguments concerning the foregoing, December 12, 2017.
control national securities exchanges including whether the proposed rule For the Commission, by the Division of
and deleting references to other ICE change is consistent with the Act. Trading and Markets, pursuant to delegated
subsidiaries; and (b) amending the Comments may be submitted by any of authority.44
provisions regarding limitations on the following methods: Eduardo A. Aleman,
claims, voting and ownership Assistant Secretary.
Electronic Comments
concentration limitations, and
[FR Doc. 2017–25140 Filed 11–20–17; 8:45 am]
confidential information. • Use the Commission’s Internet
BILLING CODE 8011–01–P
The Exchange believes that the comment form (http://www.sec.gov/
proposed rule change will serve to rules/sro.shtml); or
promote clarity and consistency, • Send an email to rule-comments@
SECURITIES AND EXCHANGE
thereby reducing burdens on the sec.gov. Please include File Number SR–
COMMISSION
marketplace and facilitating investor NYSEARCA–2017–125 on the subject
protection. The proposed rule change line. [Release No. 34–82085; File No. SR–Phlx–
would result in no concentration or 2017–74]
Paper Comments
other changes of ownership of
exchanges. • Send paper comments in triplicate Self-Regulatory Organizations; Nasdaq
to Secretary, Securities and Exchange PHLX LLC; Notice of Designation of a
C. Self-Regulatory Organization’s Commission, 100 F Street NE., Longer Period for Commission Action
Statement on Comments on the Washington, DC 20549–1090. on Proposed Rule Change To
Proposed Rule Change Received From Introduce the Intellicator Analytic Tool
All submissions should refer to File
Members, Participants, or Others
Number SR–NYSEARCA–2017–125. November 15, 2017.
No written comments were solicited This file number should be included on On September 20, 2017, Nasdaq PHLX
or received with respect to the proposed the subject line if email is used. To help LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with
rule change. the Commission process and review the Securities and Exchange
III. Date of Effectiveness of the your comments more efficiently, please Commission (‘‘Commission’’), pursuant
Proposed Rule Change and Timing for use only one method. The Commission to Section 19(b)(1) of the Securities
Commission Action will post all comments on the Exchange Act of 1934 (‘‘Act’’) 1 and Rule
Commission’s Internet Web site (http:// 19b–4 thereunder,2 a proposed rule
The Exchange has filed the proposed www.sec.gov/rules/sro.shtml). Copies of
rule change pursuant to Section change to introduce the Intellicator
the submission, all subsequent Analytic Tool. The proposed rule
19(b)(3)(A)(iii) of the Act 40 and Rule amendments, all written statements change was published for comment in
19b4(f)–(6) thereunder.41 Because the with respect to the proposed rule the Federal Register on October 4,
proposed rule change does not: (i) change that are filed with the 2017.3 The Commission has received
Significantly affect the protection of Commission, and all written
investors or the public interest; (ii) one comment on the proposed rule
communications relating to the change.4
impose any significant burden on proposed rule change between the
competition; and (iii) become operative Commission and any person, other than 44 17 CFR 200.30–3(a)(12).
asabaliauskas on DSKBBXCHB2PROD with NOTICES
prior to 30 days from the date on which 1 15 U.S.C. 78s(b)(1).
it was filed, or such shorter time as the 42 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 2 17 CFR 240.19b–4.
Commission may designate, if 4(f)(6) requires a self-regulatory organization to give 3 See Securities Exchange Act Release No. 81754
consistent with the protection of the Commission written notice of its intent to file (Sept. 28, 2017), 82 FR 46319 (Oct. 4, 2017).
investors and the public interest, the the proposed rule change at least five business days 4 See Letter from Ellen Greene, Managing
prior to the date of filing of the proposed rule Director, Financial Services Operations, Securities
proposed rule change has become change, or such shorter time as designated by the Industry and Financial Markets Association, to
Commission. The Exchange has satisfied this Brent J. Fields, Secretary, Commission, dated
40 15 U.S.C. 78s(b)(3)(A)(iii). requirement. November 8, 2017, available at https://
41 17 CFR 240.19b–4(f)(6). 43 15 U.S.C. 78s(b)(2)(B). Continued
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Document Created: 2017-11-21 00:43:06
Document Modified: 2017-11-21 00:43:06
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 55453 |
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