83 FR 13165 - Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend the Amended and Restated Certificate of Incorporation
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 59 (March 27, 2018)
Federal Register Volume 83, Issue 59 (March 27, 2018)
| Page Range | 13165-13166 | |
| FR Document | 2018-06104 |
[Federal Register Volume 83, Number 59 (Tuesday, March 27, 2018)] [Notices] [Pages 13165-13166] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-06104] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82925; File No. SR-NYSENAT-2018-04] Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend the Amended and Restated Certificate of Incorporation March 22, 2018. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that, on March 12, 2018, NYSE National, Inc. (the ``Exchange'' or ``NYSE National'') filed with the Securities and Exchange Commission (the ``Commission'') the proposed rule change as described in Items I, II, and III 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 Amended and Restated Certificate of Incorporation of NYSE National, Inc. (the ``Certificate'') to make a technical change updating the registered office and registered agent in the state of Delaware. The proposed change is available on the Exchange's website 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 Certificate to make a technical change updating the registered office and registered agent in the state of Delaware. The Exchange is a corporation organized under the laws of the State of Delaware. As such, it is required to have and maintain a registered office and registered agent in Delaware.\4\ --------------------------------------------------------------------------- \4\ See Del. Code tit 8, Sec. Sec. 131 and 132. --------------------------------------------------------------------------- Article Second of the Certificate sets forth 1209 Orange Street, in the City of Wilmington, State of Delaware 19801, County of New Castle, as the address of the initial registered office, and provides that the name of its initial registered agent at that address is The Corporation Trust Company. The Exchange proposes to amend the Certificate to identify United Agent Group Inc. as the registered agent, and to provide that the address of the registered office is 3411 Silverside Road, Tatnall Building No. 104, Wilmington, County of New Castle, Delaware 19810. Pursuant to Delaware law,\5\ the Certificate is amended by filing a ``State of Delaware Certificate of Change of Registered Agent and/or Registered Office,'' as set forth in Exhibit 5 attached to the proposed rule change. --------------------------------------------------------------------------- \5\ See Del. Code tit 8, Sec. 133. --------------------------------------------------------------------------- The change is a non-substantive technical administrative change. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act \6\ in general, and with Section 6(b)(1) \7\ 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. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). \7\ 15 U.S.C. 78f(b)(1). --------------------------------------------------------------------------- The proposed rule change is a non-substantive administrative change that does not impact the governance or ownership of the Exchange. The Exchange believes that the proposed rule change would enable the Exchange to continue to be so organized as to have the capacity to carry out the purposes of the Exchange Act and comply and enforce compliance with the provisions of the Exchange Act by its members and persons associated with its members, because ensuring that the Certificate identifies the registered agent and registered office in Delaware would contribute to the orderly operation of the Exchange by adding clarity and transparency to its rules and complying with Delaware requirements for corporations to have such agent and office. For similar reasons, the Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,\8\ in that it 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 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. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that the proposed rule change would remove impediments to and perfect the mechanism of a free and open market and a national market system by [[Page 13166]] ensuring that market participants can more easily navigate, understand and comply with its rules. The Exchange believes that, by ensuring that such rules accurately identify the registered agent and registered office in Delaware, 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 Exchange Act. The proposed rule change is not designed to address any competitive issue but rather is concerned solely with making a technical change updating the registered office and registered agent of the Exchange. 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 proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(3) \10\ thereunder in that the proposed rule change is concerned solely with the administration of the Exchange. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78s(b)(3)(A). \10\ 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 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) \11\ of the Act to determine whether the proposed rule change should be approved or disapproved. --------------------------------------------------------------------------- \11\ 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 CommentsUse the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-NYSENAT-2018-04 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-NYSENAT-2018-04. 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 website (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 website 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-NYSENAT-2018-04, and should be submitted on or before April 17, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-06104 Filed 3-26-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices 13165
internet website (http://www.sec.gov/ have been prepared by the self- Pursuant to Delaware law,5 the
rules/sro.shtml). Copies of the regulatory organization. The Certificate is amended by filing a ‘‘State
submission, all subsequent Commission is publishing this notice to of Delaware Certificate of Change of
amendments, all written statements solicit comments on the proposed rule Registered Agent and/or Registered
with respect to the proposed rule change from interested persons. Office,’’ as set forth in Exhibit 5
change that are filed with the attached to the proposed rule change.
I. Self-Regulatory Organization’s
Commission, and all written The change is a non-substantive
Statement of the Terms of Substance of
communications relating to the technical administrative change.
the Proposed Rule Change
proposed rule change between the
The Exchange proposes to amend the 2. Statutory Basis
Commission and any person, other than
those that may be withheld from the Amended and Restated Certificate of The Exchange believes that the
public in accordance with the Incorporation of NYSE National, Inc. proposed rule change is consistent with
provisions of 5 U.S.C. 552, will be (the ‘‘Certificate’’) to make a technical Section 6(b) of the Exchange Act 6 in
available for website viewing and change updating the registered office general, and with Section 6(b)(1) 7 in
printing in the Commission’s Public and registered agent in the state of particular, in that it enables the
Reference Room, 100 F Street NE, Delaware. The proposed change is Exchange to be so organized as to have
Washington, DC 20549, on official available on the Exchange’s website at the capacity to be able to carry out the
business days between the hours of www.nyse.com, at the principal office of purposes of the Exchange Act and to
10:00 a.m. and 3:00 p.m. Copies of the the Exchange, and at the Commission’s comply, and to enforce compliance by
filing also will be available for Public Reference Room. its exchange members and persons
inspection and copying at the principal II. Self-Regulatory Organization’s associated with its exchange members,
office of the Exchange. All comments Statement of the Purpose of, and with the provisions of the Exchange Act,
received will be posted without change. Statutory Basis for, the Proposed Rule the rules and regulations thereunder,
Persons submitting comments are Change and the rules of the Exchange.
cautioned that we do not redact or edit The proposed rule change is a non-
personal identifying information from In its filing with the Commission, the substantive administrative change that
comment submissions. You should self-regulatory organization included does not impact the governance or
submit only information that you wish statements concerning the purpose of, ownership of the Exchange. The
to make available publicly. All and basis for, the proposed rule change Exchange believes that the proposed
submissions should refer to File and discussed any comments it received rule change would enable the Exchange
Number SR–NYSEArca–2018–18, and on the proposed rule change. The text to continue to be so organized as to have
should be submitted on or before April of those statements may be examined at the capacity to carry out the purposes of
17, 2018. the places specified in Item IV below. the Exchange Act and comply and
The Exchange has prepared summaries, enforce compliance with the provisions
For the Commission, by the Division of set forth in sections A, B, and C below,
Trading and Markets, pursuant to delegated of the Exchange Act by its members and
authority.12
of the most significant parts of such persons associated with its members,
statements. because ensuring that the Certificate
Eduardo A. Aleman,
Assistant Secretary. A. Self-Regulatory Organization’s identifies the registered agent and
[FR Doc. 2018–06103 Filed 3–26–18; 8:45 am] Statement of the Purpose of, and the registered office in Delaware would
BILLING CODE 8011–01–P
Statutory Basis for, the Proposed Rule contribute to the orderly operation of
Change the Exchange by adding clarity and
transparency to its rules and complying
1. Purpose
SECURITIES AND EXCHANGE with Delaware requirements for
COMMISSION The Exchange proposes to amend the corporations to have such agent and
Certificate to make a technical change office.
[Release No. 34–82925; File No. SR– updating the registered office and For similar reasons, the Exchange also
NYSENAT–2018–04] registered agent in the state of Delaware. believes that the proposed rule change
The Exchange is a corporation is consistent with Section 6(b)(5) of the
Self-Regulatory Organizations; NYSE
organized under the laws of the State of Act,8 in that it is designed to prevent
National, Inc.; Notice of Filing and
Delaware. As such, it is required to have fraudulent and manipulative acts and
Immediate Effectiveness of Proposed
and maintain a registered office and practices, to promote just and equitable
Change To Amend the Amended and
registered agent in Delaware.4 principles of trade, to foster cooperation
Restated Certificate of Incorporation Article Second of the Certificate sets and coordination with persons engaged
March 22, 2018. forth 1209 Orange Street, in the City of in facilitating transactions in securities,
Pursuant to Section 19(b)(1) 1 of the Wilmington, State of Delaware 19801, to remove impediments to and perfect
Securities Exchange Act of 1934 (the County of New Castle, as the address of the mechanism of a free and open
‘‘Act’’),2 and Rule 19b–4 thereunder,3 the initial registered office, and provides market and a national market system
notice is hereby given that, on March that the name of its initial registered and, in general, to protect investors and
12, 2018, NYSE National, Inc. (the agent at that address is The Corporation the public interest.
‘‘Exchange’’ or ‘‘NYSE National’’) filed Trust Company. The Exchange proposes The Exchange believes that the
with the Securities and Exchange to amend the Certificate to identify proposed rule change would remove
Commission (the ‘‘Commission’’) the United Agent Group Inc. as the impediments to and perfect the
amozie on DSK30RV082PROD with NOTICES
proposed rule change as described in registered agent, and to provide that the mechanism of a free and open market
Items I, II, and III below, which Items address of the registered office is 3411 and a national market system by
Silverside Road, Tatnall Building No.
12 17 CFR 200.30–3(a)(12). 104, Wilmington, County of New Castle, 5 See Del. Code tit 8, § 133.
1 15 U.S.C. 78s(b)(1). Delaware 19810. 6 15 U.S.C. 78f(b).
2 15 U.S.C. 78a. 7 15 U.S.C. 78f(b)(1).
3 17 CFR 240.19b–4. 4 See Del. Code tit 8, §§ 131 and 132. 8 15 U.S.C. 78f(b)(5).
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![13166 Federal Register / Vol. 83, No. 59 / Tuesday, March 27, 2018 / Notices
ensuring that market participants can Electronic Comments SECURITIES AND EXCHANGE
more easily navigate, understand and COMMISSION
comply with its rules. The Exchange • Use the Commission’s internet
comment form (http://www.sec.gov/ [Release No. 34–82928; File No. SR–Phlx–
believes that, by ensuring that such 2018–23]
rules accurately identify the registered rules/sro.shtml); or
agent and registered office in Delaware, • Send an email to rule-comments@ Self-Regulatory Organizations; Nasdaq
the proposed rule change would reduce sec.gov. Please include File Number SR– PHLX LLC; Notice of Filing and
potential investor or market participant NYSENAT–2018–04 on the subject line. Immediate Effectiveness of Proposed
confusion. Rule Change To Amend Rule 990
Paper Comments
B. Self-Regulatory Organization’s Regarding the Requirements for
Statement on Burden on Competition • Send paper comments in triplicate Securities Listed on the Exchange
to Secretary, Securities and Exchange Issued by Nasdaq, Inc. or Its Affiliates
The Exchange does not believe that
Commission, 100 F Street NE, March 22, 2018.
the proposed rule change will impose
any burden on competition that is not Washington, DC 20549–1090. Pursuant to Section 19(b)(1) of the
necessary or appropriate in furtherance All submissions should refer to File Securities Exchange Act of 1934
of the purposes of the Exchange Act. Number SR–NYSENAT–2018–04. This (‘‘Act’’),1 and Rule 19b–4 thereunder,2
The proposed rule change is not file number should be included on the notice is hereby given that on March 9,
designed to address any competitive subject line if email is used. To help the 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
issue but rather is concerned solely with Commission process and review your ‘‘Exchange’’) filed with the Securities
making a technical change updating the and Exchange Commission (‘‘SEC’’ or
comments more efficiently, please use
registered office and registered agent of ‘‘Commission’’) the proposed rule
only one method. The Commission will
the Exchange. change as described in Items I and II,
post all comments on the Commission’s below, which Items have been prepared
C. Self-Regulatory Organization’s internet website (http://www.sec.gov/ by the Exchange. The Commission is
Statement on Comments on the rules/sro.shtml). Copies of the publishing this notice to solicit
Proposed Rule Change Received From submission, all subsequent comments on the proposed rule change
Members, Participants, or Others amendments, all written statements from interested persons.
with respect to the proposed rule
No written comments were solicited I. Self-Regulatory Organization’s
or received with respect to the proposed change that are filed with the
Commission, and all written Statement of the Terms of Substance of
rule change. the Proposed Rule Change
communications relating to the
III. Date of Effectiveness of the proposed rule change between the The Exchange proposes to amend
Proposed Rule Change and Timing for Commission and any person, other than Rule 990 regarding the requirements for
Commission Action those that may be withheld from the securities listed on the exchange issued
The proposed rule change has become public in accordance with the by Nasdaq, Inc. (‘‘Nasdaq’’) or its
effective pursuant to Section 19(b)(3)(A) provisions of 5 U.S.C. 552, will be affiliates.
available for website viewing and The text of the proposed rule change
of the Act 9 and Rule 19b–4(f)(3) 10
printing in the Commission’s Public is set forth below. Proposed new
thereunder in that the proposed rule
language is italicized; deleted text is in
change is concerned solely with the Reference Room, 100 F Street NE,
brackets.
administration of the Exchange. Washington, DC 20549, on official
business days between the hours of * * * * *
At any time within 60 days of the
filing of the proposed rule change, the 10:00 a.m. and 3:00 p.m. Copies of the Rule 990. Additional Requirements for
Commission summarily may suspend filing also will be available for Securities Listed on the Exchange
such rule change if it appears to the inspection and copying at the principal Issued by Nasdaq or Its Affiliates
Commission that such action is office of the Exchange. All comments (a) For purposes of this Rule 990, the
necessary or appropriate in the public received will be posted without change. terms below are defined as follows:
interest, for the protection of investors, Persons submitting comments are (1) No change.
or otherwise in furtherance of the cautioned that we do not redact or edit (2) ‘‘Affiliate Security’’ means any
purposes of the Act. If the Commission personal identifying information from security issued by a Nasdaq Affiliate or
takes such action, the Commission shall comment submissions. You should any Exchange-listed option on any such
institute proceedings under Section submit only information that you wish security, with the exception of Trust
19(b)(2)(B) 11 of the Act to determine to make available publicly. All Shares as defined in Rule 803(i) and
whether the proposed rule change submissions should refer to File Index Fund Shares as defined in Rule
should be approved or disapproved. Number SR–NYSENAT–2018–04, and 803(l).
IV. Solicitation of Comments should be submitted on or before April (b) Upon initial and throughout
17, 2018. continued listing and trading of the
Interested persons are invited to Affiliate Security on the Exchange, the
submit written data, views, and For the Commission, by the Division of Exchange shall:
arguments concerning the foregoing, Trading and Markets, pursuant to delegated (1) [file a report quarterly with the
including whether the proposed rule authority.12 Securities and Exchange Commission
amozie on DSK30RV082PROD with NOTICES
change is consistent with the Act. Eduardo A. Aleman, (‘‘Commission’’)]provide a quarterly
Comments may be submitted by any of Assistant Secretary. report to the Exchange’s Regulatory
the following methods: [FR Doc. 2018–06104 Filed 3–26–18; 8:45 am]
Oversight Committee detailing the
Exchange’s monitoring of:
9 15
BILLING CODE 8011–01–P
U.S.C. 78s(b)(3)(A).
10 17 CFR 240.19b-4(f)(3). 1 15 U.S.C. 78s(b)(1).
11 15 U.S.C. 78s(b)(2)(B). 12 17 CFR 200.30–3(a)(12). 2 17 CFR 240.19b–4.
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Document Created: 2018-03-27 01:26:49
Document Modified: 2018-03-27 01:26:49
| 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 | 83 FR 13165 |
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