83 FR 20901 - Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company NYSE Group, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 89 (May 8, 2018)
Federal Register Volume 83, Issue 89 (May 8, 2018)
| Page Range | 20901-20904 | |
| FR Document | 2018-09765 |
[Federal Register Volume 83, Number 89 (Tuesday, May 8, 2018)] [Notices] [Pages 20901-20904] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-09765] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83161; File No. SR-NYSENAT-2018-05] Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company NYSE Group, Inc. May 3, 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 April 25, 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 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 Article X of the certificate of incorporation of its parent company NYSE Group, Inc. (``NYSE Group'') and make certain technical and conforming changes. The proposed rule 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, [[Page 20902]] 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 Article X (Confidential Amendment) of the Sixth Amended and Restated Certificate of Incorporation of NYSE Group (``NYSE Group Certificate'') and make certain technical and conforming changes. NYSE Group owns all of the equity interest in the Exchange and its national securities exchange affiliates, the New York Stock Exchange LLC (``NYSE LLC''), NYSE Arca, Inc. (``NYSE Arca''), and NYSE American LLC (``NYSE American''). In turn, NYSE Group is a wholly-owned subsidiary of NYSE Holdings LLC (``NYSE Holdings''), which is wholly owned by Intercontinental Exchange Holdings, Inc. (``ICE Holdings''). ICE Holdings is wholly owned by Intercontinental Exchange Inc. (``ICE'').\4\ --------------------------------------------------------------------------- \4\ ICE is a publicly traded company listed on the NYSE. --------------------------------------------------------------------------- In 2017, the Exchange amended the certificates of incorporation, bylaws, and operating agreements, as applicable, of ICE, ICE Holdings, NYSE Holdings and NYSE Group (collectively, the ``Governing Documents'').\5\ The changes to the Governing Documents included, among other things, amendments streamlining references to ICE subsidiaries that either are or control national securities exchanges, deleting references to other ICE subsidiaries, and amending provisions relating to confidential information.\6\ As a result of the changes, ``Exchange'' is defined in each Governing Document as a national securities exchange registered under Section 6 of the Exchange Act \7\ that is directly or indirectly controlled by the relevant entity.\8\ --------------------------------------------------------------------------- \5\ The Governing Documents are the Fourth Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc. (``ICE Certificate''); Eighth Amended and Restated Bylaws of Intercontinental Exchange, Inc. (``ICE Bylaws''); Ninth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. (``ICE Holdings Certificate''); Sixth Amended and Restated Bylaws of Intercontinental Exchange Holdings, Inc. (``ICE Holdings Bylaws''); Ninth Amended and Restated Limited Liability Company Agreement of NYSE Holdings LLC (``NYSE Holdings Operating Agreement''); Fourth Amended and Restated Bylaws of NYSE Group, Inc. (``NYSE Group Bylaws''); and the NYSE Group Certificate. \6\ See Securities Exchange Act Release Nos. 82084 (November 15, 2017), 82 FR 55460 (November 21, 2017) (SR-NYSENAT-2017-05) (notice of filing and immediate effectiveness of proposed rule change to amend the governing documents of the Exchange's intermediate parent companies) (``Holding Companies Release''); and 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) (order approving proposed rule changes to amend the certificate and bylaws of the exchange's ultimate parent company) (``Parent Company Release''). \7\ 15 U.S.C. 78f. \8\ See Holding Companies Release, supra note 6, at 55461; ICE Certificate, Article V, Section A(3)(a); ICE Bylaws, Article III, Section 3.15; ICE Holdings Certificate, Article V, Section A(1); ICE Holdings Bylaws, Article III, Section 3.15; NYSE Holdings Operating Agreement, Article 1, Section 1.1; NYSE Group Bylaws, Article VII, Article 7.9(b); and NYSE Group Certificate, Article IV, Section 4(b)(1)(A). --------------------------------------------------------------------------- In making such changes, lists of specific entities were replaced with ``Exchange'' or ``Exchanges,'' as applicable.\9\ 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'' was amended to ``the boards of directors of each Exchange.'' \10\ --------------------------------------------------------------------------- \9\ See Holding Companies Release, supra note 6, at 55461, and Parent Company Release, supra note 6, at 25019. Similarly, the terms ``U.S. Regulated Subsidiary,'' ``U.S. Regulated Subsidiaries,'' ``Regulated Subsidiary,'' and ``Regulated Subsidiaries'' were replaced with ``Exchange'' or ``Exchanges,'' as applicable. \10\ See Holding Companies Release, supra note 6, note 12. --------------------------------------------------------------------------- However, the NYSE Group Certificate retains one list of specific entities, which it proposes to amend now. Specifically, in the first sentence of Article X of the NYSE Group Certificate, the Exchange proposes to replace ``New York Stock Exchange, NYSE Arca, NYSE Arca Equities, NYSE MKT and NYSE National'' with ``any Exchange, in each case to the extent that such entities continue to be controlled, directly or indirectly, by the Corporation''.\11\ --------------------------------------------------------------------------- \11\ The Exchange's affiliates NYSE LLC, NYSE American, and NYSE Arca have each submitted substantially the same proposed rule change to propose the changes described herein. See SR-NYSE-2018-18, SR- NYSEAmer-2018-16, and SR-NYSEArca-2018-26. --------------------------------------------------------------------------- The proposed change would not have a substantive effect on what entities the provision covers. As national securities exchanges registered under Section 6 of the Exchange Act \12\ that are directly controlled by NYSE Group, each of the NYSE, NYSE Arca, NYSE MKT (now NYSE American LLC) \13\ and NYSE National are ``Exchanges'' within the scope of the definition. The reference to NYSE Arca Equities is obsolete, as it has been merged out of existence.\14\ As a result, the change is non-substantive. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78f. \13\ ``NYSE MKT LLC'' changed its name to ``NYSE American LLC'' in 2017. See Securities Exchange Act Release Nos. 80283 (March 21, 2017), 82 FR 15244 (March 27, 2017) (SR-NYSEMKT-2017-14). \14\ See Securities Exchange Act Release No. 81419 (August 17, 2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40). --------------------------------------------------------------------------- The Exchange notes that the proposed amendment would make the first sentence of Article X of the NYSE Group Certificate more consistent with the use of ``Exchange'' throughout the Governing Documents, particularly in the confidential information provisions of the ICE Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating Agreement, all of which have the text ``any Exchange, in each case to the extent that such entities continue to be controlled, directly or indirectly, by the'' Corporation or Company, as applicable.\15\ In addition, technical and conforming changes would be made to the title, recitals, effective time, date and signature line of the NYSE Group Certificate. --------------------------------------------------------------------------- \15\ See ICE Bylaws, Article VIII, Section 8.1; ICE Holdings Bylaws, Article VIII, Section 8.1; and NYSE Holdings Operating Agreement, Article XII, Section 12.1. See also Holding Companies Release, supra note 6, at 55463-55464. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act \16\ in general, and with Section 6(b)(1) \17\ 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. --------------------------------------------------------------------------- \16\ 15 U.S.C. 78f(b). \17\ 15 U.S.C. 78f(b)(1). --------------------------------------------------------------------------- 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 the proposed change would add further clarity and transparency to the Exchange's rules without having a substantive effect on which entities the provision would cover. As national securities exchanges registered under Section 6 of the Exchange Act \18\ that are directly controlled by NYSE Group, each of the NYSE LLC, NYSE Arca, NYSE American and NYSE National fall within the scope of the definition of ``Exchange.'' In [[Page 20903]] addition, removing the obsolete reference to NYSE Arca Equities would contribute to the orderly operation of the Exchange by adding clarity and transparency to the Exchange's rules. The Exchange believes that the proposed technical and conforming changes to the title, recitals, effective time, date and signature line of the NYSE Group Certificate would contribute to the orderly operation of the Exchange by adding clarity and transparency to its rules. --------------------------------------------------------------------------- \18\ 15 U.S.C. 78f. --------------------------------------------------------------------------- Further, the Exchange notes that the Exchange Act definition of ``exchange'' states that ``exchange'' ``includes the market place and the market facilities maintained by such exchange.'' \19\ Accordingly, any market places and market facilities maintained by the Exchange would fall within the definition of ``Exchange'' and therefore would fall within the scope of Article X of the NYSE Group Certificate. --------------------------------------------------------------------------- \19\ 15 U.S.C. 78c(a)(1). --------------------------------------------------------------------------- For similar reasons, the Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,\20\ 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. --------------------------------------------------------------------------- \20\ 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 simplifying and streamlining the Exchange's rules and removing an obsolete reference, thereby ensuring that market participants can more easily navigate, understand and comply with its rules. In this manner, the proposed change would ensure that persons subject to the Exchange's jurisdiction, regulators, and the investing public can more easily navigate and understand the NYSE Group Certificate. In addition, 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, because the proposed change would conform the text of Article X with the use of ``Exchange'' throughout the Governing Documents, generally, and with the confidential information provisions of the ICE Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating Agreement, more specifically. As a result, the Governing Documents would be more consistent and persons subject to the Exchange's jurisdiction, regulators, and the investing public could more easily navigate and understand the NYSE Group Certificate and the other Governing Documents. 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 meant to update and streamline the NYSE Group Certificate to make it more consistent with the use of ``Exchange'' throughout the Governing Documents and the confidential information provisions in the ICE Bylaws, the ICE Holdings Bylaws, and the NYSE Holdings Operating Agreement. 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 Because the foregoing 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 for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\21\ --------------------------------------------------------------------------- \21\ 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, along with a brief description and text of 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 the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. 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-2018-05 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-2018-05. 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-2018-05, and [[Page 20904]] should be submitted on or before May 29, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\22\ --------------------------------------------------------------------------- \22\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-09765 Filed 5-7-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 89 / Tuesday, May 8, 2018 / Notices 20901
could more easily navigate and investors, or otherwise in furtherance of For the Commission, by the Division of
understand the NYSE Group Certificate the purposes of the Act. Trading and Markets, pursuant to delegated
and the other Governing Documents. authority.22
IV. Solicitation of Comments Eduardo A. Aleman,
B. Self-Regulatory Organization’s
Interested persons are invited to Assistant Secretary.
Statement on Burden on Competition
submit written data, views, and [FR Doc. 2018–09764 Filed 5–7–18; 8:45 am]
The Exchange does not believe that arguments concerning the foregoing, BILLING CODE 8011–01–P
the proposed rule change will impose including whether the proposed rule
any burden on competition that is not change is consistent with the Act.
necessary or appropriate in furtherance Comments may be submitted by any of SECURITIES AND EXCHANGE
of the purposes of the Exchange Act. the following methods: COMMISSION
The proposed rule change is not
designed to address any competitive Electronic Comments [Release No. 34–83161; File No. SR–
NYSENAT–2018–05]
issue but rather is meant to update and • Use the Commission’s internet
streamline the NYSE Group Certificate comment form (http://www.sec.gov/ Self-Regulatory Organizations; NYSE
to make it more consistent with the use rules/sro.shtml); or National, Inc.; Notice of Filing and
of ‘‘Exchange’’ throughout the • Send an email to rule-comments@ Immediate Effectiveness of Proposed
Governing Documents and the sec.gov. Please include File Number SR– Rule Change To Amend the Certificate
confidential information provisions in NYSEArca–2018–26 on the subject line. of Incorporation of Its Parent Company
the ICE Bylaws, the ICE Holdings NYSE Group, Inc.
Bylaws, and the NYSE Holdings Paper Comments
Operating Agreement. The Exchange • Send paper comments in triplicate May 3, 2018.
believes that the proposed rule change to Secretary, Securities and Exchange Pursuant to Section 19(b)(1) 1 of the
will serve to promote clarity and Commission, 100 F Street NE, Securities Exchange Act of 1934 (the
consistency, thereby reducing burdens Washington, DC 20549–1090. ‘‘Act’’),2 and Rule 19b–4 thereunder,3
on the marketplace and facilitating notice is hereby given that on April 25,
All submissions should refer to File
investor protection. The proposed rule 2018, NYSE National, Inc. (the
Number SR–NYSEArca–2018–26. This
change would result in no concentration ‘‘Exchange’’ or ‘‘NYSE National’’) filed
file number should be included on the
or other changes of ownership of with the Securities and Exchange
subject line if email is used. To help the
exchanges. Commission (the ‘‘Commission’’) the
Commission process and review your
C. Self-Regulatory Organization’s comments more efficiently, please use proposed rule change as described in
Statement on Comments on the only one method. The Commission will Items I and II below, which Items have
Proposed Rule Change Received from post all comments on the Commission’s been prepared by the self-regulatory
Members, Participants, or Others internet website (http://www.sec.gov/ organization. The Commission is
rules/sro.shtml). Copies of the publishing this notice to solicit
No written comments were solicited comments on the proposed rule change
or received with respect to the proposed submission, all subsequent
amendments, all written statements from interested persons.
rule change.
with respect to the proposed rule I. Self-Regulatory Organization’s
III. Date of Effectiveness of the change that are filed with the Statement of the Terms of Substance of
Proposed Rule Change and Timing for Commission, and all written the Proposed Rule Change
Commission Action communications relating to the
The Exchange proposes to amend
Because the foregoing proposed rule proposed rule change between the
Article X of the certificate of
change does not: Commission and any person, other than
incorporation of its parent company
(i) Significantly affect the protection those that may be withheld from the
NYSE Group, Inc. (‘‘NYSE Group’’) and
of investors or the public interest; public in accordance with the
(ii) impose any significant burden on make certain technical and conforming
provisions of 5 U.S.C. 552, will be
competition; and changes. The proposed rule change is
available for website viewing and
(iii) become operative for 30 days available on the Exchange’s website at
printing in the Commission’s Public
from the date on which it was filed, or www.nyse.com, at the principal office of
Reference Room, 100 F Street NE,
such shorter time as the Commission the Exchange, and at the Commission’s
Washington, DC 20549, on official
may designate, it has become effective Public Reference Room.
business days between the hours of
pursuant to Section 19(b)(3)(A) of the 10:00 a.m. and 3:00 p.m. Copies of the II. Self-Regulatory Organization’s
Act and Rule 19b–4(f)(6) thereunder.21 filing also will be available for Statement of the Purpose of, and
At any time within 60 days of the inspection and copying at the principal Statutory Basis for, the Proposed Rule
filing of the proposed rule change, the office of the Exchange. All comments Change
Commission summarily may received will be posted without change.
temporarily suspend such rule change if In its filing with the Commission, the
Persons submitting comments are self-regulatory organization included
it appears to the Commission that such cautioned that we do not redact or edit
action is necessary or appropriate in the statements concerning the purpose of,
personal identifying information from and basis for, the proposed rule change
public interest, for the protection of comment submissions. You should and discussed any comments it received
submit only information that you wish
sradovich on DSK3GMQ082PROD with NOTICES
21 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– on the proposed rule change. The text
to make available publicly. All of those statements may be examined at
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file submissions should refer to File the places specified in Item IV below.
the proposed rule change, along with a brief Number SR–NYSEArca–2018–26, and The Exchange has prepared summaries,
description and text of the proposed rule change, should be submitted on or before May
at least five business days prior to the date of filing 29, 2018. 1 15 U.S.C. 78s(b)(1).
of the proposed rule change, or such shorter time
2 15 U.S.C. 78a.
as designated by the Commission. The Exchange
has satisfied this requirement. 22 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4.
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![20904 Federal Register / Vol. 83, No. 89 / Tuesday, May 8, 2018 / Notices
should be submitted on or before May of those statements may be examined at the changes, ‘‘Exchange’’ is defined in
29, 2018. the places specified in Item IV below. each Governing Document as a national
For the Commission, by the Division of The Exchange has prepared summaries, securities exchange registered under
Trading and Markets, pursuant to delegated set forth in sections A, B, and C below, Section 6 of the Exchange Act 7 that is
authority.22 of the most significant parts of such directly or indirectly controlled by the
Eduardo A. Aleman, statements. relevant entity.8
Assistant Secretary. In making such changes, lists of
A. Self-Regulatory Organization’s specific entities were replaced with
[FR Doc. 2018–09765 Filed 5–7–18; 8:45 am] Statement of the Purpose of, and the ‘‘Exchange’’ or ‘‘Exchanges,’’ as
BILLING CODE 8011–01–P Statutory Basis for, the Proposed Rule applicable.9 For example, in Article XII,
Change clause (b) of the NYSE Group
SECURITIES AND EXCHANGE 1. Purpose Certificate, ‘‘the boards of directors of
COMMISSION The Exchange proposes to amend New York Stock Exchange, NYSE Arca,
Article X (Confidential Amendment) of NYSE Arca Equities, NYSE MKT and
[Release No. 34–83159; File No. SR– NYSE National or the boards of
NYSEAMER–2018–16] the Sixth Amended and Restated
Certificate of Incorporation of NYSE directors of their successors’’ was
Group (‘‘NYSE Group Certificate’’) and amended to ‘‘the boards of directors of
Self-Regulatory Organizations; NYSE each Exchange.’’ 10
American LLC; Notice of Filing and make certain technical and conforming
However, the NYSE Group Certificate
Immediate Effectiveness of Proposed changes.
NYSE Group owns all of the equity retains one list of specific entities,
Rule Change To Amend the Certificate which it proposes to amend now.
of Incorporation of Its Parent Company interest in the Exchange and its national
securities exchange affiliates, the New Specifically, in the first sentence of
NYSE Group, Inc. Article X of the NYSE Group Certificate,
York Stock Exchange LLC (‘‘NYSE
May 3, 2018. LLC’’), NYSE Arca, Inc. (‘‘NYSE Arca’’), the Exchange proposes to replace ‘‘New
Pursuant to Section 19(b)(1) 1 of the and NYSE National, Inc. (‘‘NYSE York Stock Exchange, NYSE Arca,
Securities Exchange Act of 1934 (the National’’). In turn, NYSE Group is a NYSE Arca Equities, NYSE MKT and
‘‘Act’’),2 and Rule 19b-4 thereunder,3 wholly-owned subsidiary of NYSE NYSE National’’ with ‘‘any Exchange, in
notice is hereby given that on April 25, Holdings LLC (‘‘NYSE Holdings’’), each case to the extent that such entities
2018, NYSE American LLC (the which is wholly owned by continue to be controlled, directly or
‘‘Exchange’’ or ‘‘NYSE American’’) filed Intercontinental Exchange Holdings, indirectly, by the Corporation’’.11
with the Securities and Exchange The proposed change would not have
Inc. (‘‘ICE Holdings’’). ICE Holdings is
Commission (the ‘‘Commission’’) the a substantive effect on what entities the
wholly owned by Intercontinental
provision covers. As national securities
proposed rule change as described in Exchange Inc. (‘‘ICE’’).4
In 2017, the Exchange amended the exchanges registered under Section 6 of
Items I and II below, which Items have
certificates of incorporation, bylaws, the Exchange Act 12 that are directly
been prepared by the self-regulatory
controlled by NYSE Group, each of the
organization. The Commission is and operating agreements, as applicable,
NYSE, NYSE Arca, NYSE MKT (now
publishing this notice to solicit of ICE, ICE Holdings, NYSE Holdings
NYSE American LLC) 13 and NYSE
comments on the proposed rule change and NYSE Group (collectively, the
National are ‘‘Exchanges’’ within the
from interested persons. ‘‘Governing Documents’’).5 The changes
to the Governing Documents included,
I. Self-Regulatory Organization’s 24, 2017), 82 FR 25018 (May 31, 2017) (SR– NYSE–
among other things, amendments 2017–13; SR–NYSEArca–2017–29; SR– NYSEMKT–
Statement of the Terms of Substance of
streamlining references to ICE 2017–17; SR–NYSENAT–2017–01) (order approving
the Proposed Rule Change proposed rule changes to amend the certificate and
subsidiaries that either are or control
The Exchange proposes to amend bylaws of the exchange’s ultimate parent company)
national securities exchanges, deleting (‘‘Parent Company Release’’).
Article X of the certificate of references to other ICE subsidiaries, and 7 15 U.S.C. 78f.
incorporation of its parent company amending provisions relating to 8 See Holding Companies Release, supra note 6,
NYSE Group, Inc. (‘‘NYSE Group’’) and confidential information.6 As a result of at 55467; ICE Certificate, Article V, Section A(3)(a);
make certain technical and conforming ICE Bylaws, Article III, Section 3.15; ICE Holdings
changes. The proposed rule change is 4 ICE is a publicly traded company listed on the Certificate, Article V, Section A(1); ICE Holdings
Bylaws, Article III, Section 3.15; NYSE Holdings
available on the Exchange’s website at NYSE.
Operating Agreement, Article 1, Section 1.1; NYSE
5 The Governing Documents are the Fourth
www.nyse.com, at the principal office of Group Bylaws, Article VII, Article 7.9(b); and NYSE
Amended and Restated Certificate of Incorporation
the Exchange, and at the Commission’s of Intercontinental Exchange, Inc. (‘‘ICE
Group Certificate, Article IV, Section 4(b)(1)(A).
Public Reference Room. Certificate’’); Eighth Amended and Restated Bylaws
9 See Holding Companies Release, supra note 6,
of Intercontinental Exchange, Inc. (‘‘ICE Bylaws’’); at 55467, and Parent Company Release, supra note
II. Self-Regulatory Organization’s Ninth Amended and Restated Certificate of 6, at 25019. Similarly, the terms ‘‘U.S. Regulated
Statement of the Purpose of, and Incorporation of Intercontinental Exchange Subsidiary,’’ ‘‘U.S. Regulated Subsidiaries,’’
‘‘Regulated Subsidiary,’’ and ‘‘Regulated
Statutory Basis for, the Proposed Rule Holdings, Inc. (‘‘ICE Holdings Certificate’’); Sixth
Subsidiaries’’ were replaced with ‘‘Exchange’’ or
Change Amended and Restated Bylaws of Intercontinental
Exchange Holdings, Inc. (‘‘ICE Holdings Bylaws’’); ‘‘Exchanges,’’ as applicable.
10 See Holding Companies Release, supra note 6,
In its filing with the Commission, the Ninth Amended and Restated Limited Liability
Company Agreement of NYSE Holdings LLC note 12.
self-regulatory organization included 11 The Exchange’s affiliates NYSE LLC, NYSE
(‘‘NYSE Holdings Operating Agreement’’); Fourth
statements concerning the purpose of, Amended and Restated Bylaws of NYSE Group, Inc. Arca, and NYSE National have each submitted
sradovich on DSK3GMQ082PROD with NOTICES
and basis for, the proposed rule change (‘‘NYSE Group Bylaws’’); and the NYSE Group substantially the same proposed rule change to
and discussed any comments it received Certificate. propose the changes described herein. See SR–
6 See Securities Exchange Act Release Nos. 82082 NYSE–2018–18, SR–NYSEArca–2018–26, and SR–
on the proposed rule change. The text NYSENAT–2018–05.
(November 15, 2017), 82 FR 55466 (November 21,
12 15 U.S.C. 78f.
22 17
2017) (SR–NYSEAmer–2017–29) (notice of filing
CFR 200.30–3(a)(12). and immediate effectiveness of proposed rule 13 ‘‘NYSE MKT LLC’’ changed its name to ‘‘NYSE
1 15 U.S.C. 78s(b)(1). change to amend the governing documents of the American LLC’’ in 2017. See Securities Exchange
2 15 U.S.C. 78a.
Exchange’s intermediate parent companies) Act Release Nos. 80283 (March 21, 2017), 82 FR
3 17 CFR 240.19b–4. (‘‘Holding Companies Release’’); and 80752 (May 15244 (March 27, 2017) (SR–NYSEMKT–2017–14).
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Document Created: 2018-05-08 01:32:03
Document Modified: 2018-05-08 01:32:03
| 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 20901 |
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