83 FR 26134 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Intercontinental Exchange, Inc. Director Independence Policy
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 108 (June 5, 2018)
Federal Register Volume 83, Issue 108 (June 5, 2018)
| Page Range | 26134-26136 | |
| FR Document | 2018-11980 |
[Federal Register Volume 83, Number 108 (Tuesday, June 5, 2018)] [Notices] [Pages 26134-26136] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-11980] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83343; File No. SR-NYSEARCA-2018-27] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Intercontinental Exchange, Inc. Director Independence Policy May 30, 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 May 22, 2018, 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 Intercontinental Exchange, Inc. (``ICE'') director independence policy (``Independence Policy'') in connection with a transaction (``Transaction'') whereby Chicago Stock Exchange, Inc. (``CHX'') and its direct parent, CHX Holdings, Inc. (``CHX Holdings''), would become indirect subsidiaries of Intercontinental Exchange, Inc. (``ICE''), the ultimate parent of the Exchange. 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 Independence Policy in connection with the Transaction. CHX Holdings,\4\ ICE and Kondor Merger Sub, Inc. (``Merger Sub''), entered into a Merger Agreement dated April 4, 2018 (``Merger Agreement''). Merger Sub is a wholly-owned subsidiary of NYSE Group, Inc. (``NYSE Group''). Pursuant to the Merger Agreement, Merger Sub would merge with and into CHX Holdings, with CHX Holdings continuing as the surviving corporation (``Merger''). Upon the Merger, NYSE Group would hold all of the outstanding and issued shares of CHX Holdings, and CHX Holdings would continue to be the record and beneficial owner of all of the issued and outstanding shares of capital stock of CHX and the sole member of CHXBD, LLC (``CHXBD''), the Exchange's affiliated routing broker. --------------------------------------------------------------------------- \4\ CHX became a wholly-owned subsidiary of CHX Holdings pursuant to the Exchange's demutualization as approved by the Commission in February 2005. See Securities Exchange Act Release No. 51149 (February 8, 2005), 70 FR 7531 (February 14, 2005) (SR-CHX- 2004-26). --------------------------------------------------------------------------- NYSE Group owns all of the equity interest in 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''). In turn, NYSE Group is a wholly- owned subsidiary of NYSE Holdings LLC, which is wholly owned by Intercontinental Exchange Holdings, Inc. (``ICE Holdings''). ICE Holdings is wholly owned by ICE.\5\ --------------------------------------------------------------------------- \5\ ICE is a publicly traded company listed on the NYSE. --------------------------------------------------------------------------- Following the Transaction, CHX would continue to be registered as a national securities exchange and as a separate self-regulatory organization. As such, CHX would continue to have separate rules, membership rosters, and listings that would be distinct from the rules, membership rosters, and listings of the four registered national securities exchanges and self-regulatory organizations owned by NYSE Group, namely, the NYSE, NYSE American, NYSE Arca, and NYSE National (together, the ``NYSE Exchanges''). The proposed rule changes would become operative simultaneously with the Merger that effectuates the Transaction (``Closing''). Amendments to the Independence Policy The Independence Policy was adopted at the time that the Exchange was acquired by ICE \6\ and amended to reflect the NYSE Group acquisition of NYSE National.\7\ In connection with the Transaction, the Independence Policy would be amended to provide similar protections to CHX as are currently provided to the NYSE Exchanges by the policy, by making technical and conforming amendments.\8\ In addition, the Exchange proposes to remove or update obsolete references. --------------------------------------------------------------------------- \6\ See Securities Exchange Act Release No. 70210 (August 15, 2013), 78 FR 51758, 511764-511765 [sic] (August 21, 2013) (SR-NYSE- 2013-42; SR-NYSEMKT-2013-50; SR-NYSEArca-2013-62). At the time of the acquisition, ``ICE'' was called ``IntercontinentalExchange Group, Inc.'' See Securities Exchange Act Release No. 72157 (May 13, 2014), 79 FR 28792 (May 19, 2014) (SR-NYSEArca-2014-52). \7\ See Securities Exchange Act Releases No. 79901 (January 30, 2017), 82 FR 9251 (February 3, 2017) (SR-NYSE-2016-90; SR-NYSEArca- 2016-167; SR-NYSEMKT-2016-122), and 79902 (January 30, 2017), 82 FR 9258 (February 3, 2017) (SR-NSX-2016-16). \8\ The Exchange's affiliates NYSE, NYSE American, and NYSE National have each submitted substantially the same proposed rule change to the Independence Policy as described herein. See SR-NYSE- 2018-19, SR-NYSEAmer-2018-17 and SR-NYSENAT-2018-06. --------------------------------------------------------------------------- The proposed amendments are as follows:Under ``Independence Qualifications,'' references to the CHX would be added to categories (1)(b) and (c) that refer to ``members,'' as defined in section 3(a)(3)(A)(i), 3(a)(3)(A)(ii), 3(a)(3)(A)(iii) and 3(a)(3)(A)(iv) of the Exchange Act.\9\ References to the CHX would also be added to subsections (4) and (5) of the section. As CHX does not have terms equivalent to ``allied members'' or ``approved persons,'' the Exchange does not propose to add references to CHX to the clause following ``(collectively, `Members')'' in category (1)(b) or to category 2. --------------------------------------------------------------------------- \9\ See 15 U.S.C. 78c(a)(3)(a). --------------------------------------------------------------------------- [[Page 26135]] The NYSE no longer has allied members.\10\ Accordingly, the Exchange proposes to delete the text ``as defined in paragraph (c) of Rule 2 of the New York Stock Exchange LLC and'' from category 1(b) of ``Independence Qualifications.'' --------------------------------------------------------------------------- \10\ See Securities Exchange Act Release No. 58549 (September 15, 2008), 73 FR 54444 (September 19, 2008) (SR-NYSE-2008-80) (notice of filing and immediate effectiveness of proposed rule change and Amendment No. 1 thereto conforming certain NYSE rules to changes to NYSE incorporated rules recently filed by the Financial Industry Regulatory Authority, Inc.). --------------------------------------------------------------------------- NYSE MKT LLC changed its name to NYSE American LLC.\11\ Under ``Independence Qualifications'' and ``Member Organizations,'' references to NYSE MKT LLC would be updated to reflect its name change. --------------------------------------------------------------------------- \11\ See Securities Exchange Act Release No. 80283 (March 21, 2017), 82 FR 15244 (March 27, 2017) (SR-NYSEMKT-2017-14). --------------------------------------------------------------------------- NYSE Arca Equities, Inc. merged with NYSE Arca, Inc., and therefore no longer exists.\12\ Accordingly, under ``Independence Qualifications,'' the text ``and Rule 1.1(c) of NYSE Arca Equities, Inc.'' in category 1(b) and references to NYSE Arca Equities, Inc. in categories 2 and 5 would be deleted. --------------------------------------------------------------------------- \12\ See Securities Exchange Act Release No. 81419 (August 17, 2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40). --------------------------------------------------------------------------- Conforming changes would also be made to delete and replace connectors. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act \13\ in general, and with Section 6(b)(1) \14\ 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. --------------------------------------------------------------------------- \13\ 15 U.S.C. 78f(b). \14\ 15 U.S.C. 78f(b)(1). --------------------------------------------------------------------------- The Exchange believes that amending the ICE Independence Policy 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 by incorporating CHX in the text of the Independence Policy and by removing or updating obsolete or outdated references, thereby adding clarity and transparency to the Exchange Rules by removing any confusion that may result if the Transaction was not reflected in the Independence Policy, or if it retained obsolete or outdated references to NYSE allied members, NYSE MKT LLC or NYSE Arca Equities, Inc. The proposed changes would allow persons subject to the Exchange's jurisdiction, regulators, and investors to more easily navigate and understand the Independence Policy, contributing to the orderly operation of the Exchange. For similar reasons, the Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,\15\ 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. --------------------------------------------------------------------------- \15\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that the proposed amendments to the Independence Policy would remove impediments to and perfect the mechanism of a free and open market and a national market system by removing confusion that may result if the Transaction was not reflected in the Independence Policy, or if it retained obsolete or outdated references to NYSE allied members, NYSE MKT LLC or NYSE Arca Equities, Inc., thereby ensuring that market participants can more easily navigate, understand and comply with the Exchange 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 Independence Policy. The Exchange further believes that eliminating obsolete or outdated references would not be inconsistent with the public interest and the protection of investors because investors will not be harmed and in fact would benefit from increased transparency, thereby reducing potential confusion. Removing such obsolete references will also further the goal of transparency and add clarity to the Exchange's rules. 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 intended to address competitive issues but rather is concerned solely with updating the Independence Policy to reflect the Transaction and to remove obsolete references. 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 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 \16\ and Rule 19b-4(f)(6) thereunder.\17\ --------------------------------------------------------------------------- \16\ 15 U.S.C. 78s(b)(3)(A). \17\ 17 CFR 240.19b-4(f)(6). Rule 19b-4(f)(6)(iii) requires the Exchange to provide the Commission with written notice of its intent to file the proposed rule change, along with a brief description and the 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 fulfilled this requirement. --------------------------------------------------------------------------- A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act \18\ normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) \19\ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay to allow the Exchange to immediately update the Independence Policy to reflect the Transaction and to remove obsolete references. The Commission does not believe that any new or novel issues are raised by the proposal. For these reasons, the Commission believes that the waiver of the operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.\20\ --------------------------------------------------------------------------- \18\ 17 CFR 240.19b-4(f)(6). \19\ 17 CFR 240.19b-4(f)(6)(iii). \20\ For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- 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 [[Page 26136]] 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 to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments Use 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-NYSEARCA-2018-27 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEARCA-2018-27. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet 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-NYSEARCA-2018-27 and should be submitted on or before June 26, 2018. --------------------------------------------------------------------------- \21\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\21\ Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-11980 Filed 6-4-18; 8:45 am] BILLING CODE 8011-01-P
![26134 Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices
to make available publicly. All II. Self-Regulatory Organization’s such, CHX would continue to have
submissions should refer to File Statement of the Purpose of, and separate rules, membership rosters, and
Number SR–NYSEAMER–2018–17 and Statutory Basis for, the Proposed Rule listings that would be distinct from the
should be submitted on or before June Change rules, membership rosters, and listings
26, 2018. In its filing with the Commission, the of the four registered national securities
For the Commission, by the Division of self-regulatory organization included exchanges and self-regulatory
Trading and Markets, pursuant to delegated statements concerning the purpose of, organizations owned by NYSE Group,
authority.21 and basis for, the proposed rule change namely, the NYSE, NYSE American,
Eduardo A. Aleman, and discussed any comments it received NYSE Arca, and NYSE National
on the proposed rule change. The text (together, the ‘‘NYSE Exchanges’’).
Assistant Secretary.
of those statements may be examined at The proposed rule changes would
[FR Doc. 2018–11984 Filed 6–4–18; 8:45 am]
the places specified in Item IV below. become operative simultaneously with
BILLING CODE 8011–01–P
The Exchange has prepared summaries, the Merger that effectuates the
set forth in sections A, B, and C below, Transaction (‘‘Closing’’).
of the most significant parts of such
SECURITIES AND EXCHANGE statements. Amendments to the Independence
COMMISSION Policy
A. Self-Regulatory Organization’s
[Release No. 34–83343; File No. SR– Statement of the Purpose of, and the The Independence Policy was
NYSEARCA–2018–27] Statutory Basis for, the Proposed Rule adopted at the time that the Exchange
Change was acquired by ICE 6 and amended to
Self-Regulatory Organizations; NYSE 1. Purpose reflect the NYSE Group acquisition of
Arca, Inc.; Notice of Filing and NYSE National.7 In connection with the
Immediate Effectiveness of Proposed The Exchange proposes to amend the Transaction, the Independence Policy
Rule Change To Amend the Independence Policy in connection with would be amended to provide similar
Intercontinental Exchange, Inc. the Transaction. CHX Holdings,4 ICE protections to CHX as are currently
Director Independence Policy and Kondor Merger Sub, Inc. (‘‘Merger provided to the NYSE Exchanges by the
Sub’’), entered into a Merger Agreement policy, by making technical and
May 30, 2018. dated April 4, 2018 (‘‘Merger conforming amendments.8 In addition,
Pursuant to Section 19(b)(1) 1 of the Agreement’’). Merger Sub is a wholly- the Exchange proposes to remove or
Securities Exchange Act of 1934 (the owned subsidiary of NYSE Group, Inc. update obsolete references.
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 (‘‘NYSE Group’’). Pursuant to the
Merger Agreement, Merger Sub would The proposed amendments are as
notice is hereby given that, on May 22, follows:
2018, NYSE Arca, Inc. (the ‘‘Exchange’’ merge with and into CHX Holdings,
or ‘‘NYSE Arca’’) filed with the with CHX Holdings continuing as the • Under ‘‘Independence
Securities and Exchange Commission surviving corporation (‘‘Merger’’). Upon Qualifications,’’ references to the CHX
(the ‘‘Commission’’) the proposed rule the Merger, NYSE Group would hold all would be added to categories (1)(b) and
change as described in Items I and II of the outstanding and issued shares of (c) that refer to ‘‘members,’’ as defined
below, which Items have been prepared CHX Holdings, and CHX Holdings in section 3(a)(3)(A)(i), 3(a)(3)(A)(ii),
by the self-regulatory organization. The would continue to be the record and 3(a)(3)(A)(iii) and 3(a)(3)(A)(iv) of the
Commission is publishing this notice to beneficial owner of all of the issued and Exchange Act.9 References to the CHX
solicit comments on the proposed rule outstanding shares of capital stock of would also be added to subsections (4)
change from interested persons. CHX and the sole member of CHXBD, and (5) of the section. As CHX does not
LLC (‘‘CHXBD’’), the Exchange’s have terms equivalent to ‘‘allied
I. Self-Regulatory Organization’s affiliated routing broker. members’’ or ‘‘approved persons,’’ the
Statement of the Terms of Substance of NYSE Group owns all of the equity Exchange does not propose to add
the Proposed Rule Change interest in the Exchange and its national references to CHX to the clause
securities exchange affiliates, the New following ‘‘(collectively, ‘Members’)’’ in
The Exchange proposes to amend the York Stock Exchange LLC (‘‘NYSE’’),
Intercontinental Exchange, Inc. (‘‘ICE’’) category (1)(b) or to category 2.
NYSE American LLC (‘‘NYSE
director independence policy American’’) and NYSE National, Inc. 6 See Securities Exchange Act Release No. 70210
(‘‘Independence Policy’’) in connection (‘‘NYSE National’’). In turn, NYSE (August 15, 2013), 78 FR 51758, 511764–511765
with a transaction (‘‘Transaction’’) Group is a wholly-owned subsidiary of [sic] (August 21, 2013) (SR–NYSE–2013–42; SR–
whereby Chicago Stock Exchange, Inc. NYSE Holdings LLC, which is wholly NYSEMKT–2013–50; SR–NYSEArca–2013–62). At
(‘‘CHX’’) and its direct parent, CHX the time of the acquisition, ‘‘ICE’’ was called
owned by Intercontinental Exchange ‘‘IntercontinentalExchange Group, Inc.’’ See
Holdings, Inc. (‘‘CHX Holdings’’), would Holdings, Inc. (‘‘ICE Holdings’’). ICE Securities Exchange Act Release No. 72157 (May
become indirect subsidiaries of Holdings is wholly owned by ICE.5 13, 2014), 79 FR 28792 (May 19, 2014) (SR–
Intercontinental Exchange, Inc. (‘‘ICE’’), Following the Transaction, CHX NYSEArca–2014–52).
the ultimate parent of the Exchange. The would continue to be registered as a 7 See Securities Exchange Act Releases No. 79901
proposed change is available on the (January 30, 2017), 82 FR 9251 (February 3, 2017)
national securities exchange and as a (SR–NYSE–2016–90; SR–NYSEArca–2016–167; SR–
Exchange’s website at www.nyse.com, at separate self-regulatory organization. As NYSEMKT–2016–122), and 79902 (January 30,
the principal office of the Exchange, and
amozie on DSK3GDR082PROD with NOTICES1
2017), 82 FR 9258 (February 3, 2017) (SR–NSX–
at the Commission’s Public Reference 4 CHX became a wholly-owned subsidiary of CHX 2016–16).
Room. Holdings pursuant to the Exchange’s 8 The Exchange’s affiliates NYSE, NYSE
demutualization as approved by the Commission in American, and NYSE National have each submitted
February 2005. See Securities Exchange Act Release substantially the same proposed rule change to the
21 17 CFR 200.30–3(a)(12). No. 51149 (February 8, 2005), 70 FR 7531 (February Independence Policy as described herein. See SR–
1 15 U.S.C. 78s(b)(1). 14, 2005) (SR–CHX–2004–26). NYSE–2018–19, SR–NYSEAmer–2018–17 and SR–
2 15 U.S.C. 78a. 5 ICE is a publicly traded company listed on the NYSENAT–2018–06.
3 17 CFR 240.19b–4. NYSE. 9 See 15 U.S.C. 78c(a)(3)(a).
VerDate Sep<11>2014 20:19 Jun 04, 2018 Jkt 241001 PO 00000 Frm 00140 Fmt 4703 Sfmt 4703 E:\FR\FM\05JNN1.SGM 05JNN1](https://thefederalregister.org/doc/83_FR_26242/page/1.svg)
![26136 Federal Register / Vol. 83, No. 108 / Tuesday, June 5, 2018 / Notices
action is necessary or appropriate in the to make available publicly. All II. Self-Regulatory Organization’s
public interest, for the protection of submissions should refer to File Statement of the Purpose of, and
investors, or otherwise in furtherance of Number SR–NYSEARCA–2018–27 and Statutory Basis for, the Proposed Rule
the purposes of the Act. If the should be submitted on or before June Change
Commission takes such action, the 26, 2018. In its filing with the Commission, the
Commission shall institute proceedings self-regulatory organization included
For the Commission, by the Division of
to determine whether the proposed rule statements concerning the purpose of,
Trading and Markets, pursuant to delegated
change should be approved or and basis for, the proposed rule change
authority.21
disapproved. and discussed any comments it received
Eduardo A. Aleman,
IV. Solicitation of Comments on the proposed rule change. The text
Assistant Secretary.
Interested persons are invited to of those statements may be examined at
[FR Doc. 2018–11980 Filed 6–4–18; 8:45 am]
submit written data, views, and the places specified in Item IV below.
arguments concerning the foregoing,
BILLING CODE 8011–01–P The Exchange has prepared summaries,
including whether the proposed rule set forth in sections A, B, and C below,
change is consistent with the Act. of the most significant parts of such
SECURITIES AND EXCHANGE statements.
Comments may be submitted by any of COMMISSION
the following methods: A. Self-Regulatory Organization’s
Electronic Comments Statement of the Purpose of, and the
[Release No. 34–83344; File No. SR–
Statutory Basis for, the Proposed Rule
• Use the Commission’s internet NYSENAT–2018–06]
Change
comment form (http://www.sec.gov/
rules/sro.shtml); or Self-Regulatory Organizations; NYSE 1. Purpose
• Send an email to rule-comments@ National, Inc.; Notice of Filing and The Exchange proposes to amend the
sec.gov. Please include File Number SR– Immediate Effectiveness of Proposed Independence Policy in connection with
NYSEARCA–2018–27 on the subject Rule Change To Amend the the Transaction. CHX Holdings,4 ICE
line. Intercontinental Exchange, Inc. and Kondor Merger Sub, Inc. (‘‘Merger
Director Independence Policy Sub’’), entered into a Merger Agreement
Paper Comments
dated April 4, 2018 (‘‘Merger
• Send paper comments in triplicate May 30, 2018.
Agreement’’). Merger Sub is a wholly-
to Brent J. Fields, Secretary, Securities Pursuant to Section 19(b)(1) 1 of the owned subsidiary of NYSE Group, Inc.
and Exchange Commission, 100 F Street Securities Exchange Act of 1934 (the (‘‘NYSE Group’’). Pursuant to the
NE, Washington, DC 20549–1090. ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 Merger Agreement, Merger Sub would
All submissions should refer to File notice is hereby given that, on May 22, merge with and into CHX Holdings,
Number SR–NYSEARCA–2018–27. This
2018, NYSE National, Inc. (the with CHX Holdings continuing as the
file number should be included on the
‘‘Exchange’’ or ‘‘NYSE National’’) filed surviving corporation (‘‘Merger’’). Upon
subject line if email is used. To help the
with the Securities and Exchange the Merger, NYSE Group would hold all
Commission process and review your
Commission (the ‘‘Commission’’) the of the outstanding and issued shares of
comments more efficiently, please use
proposed rule change as described in CHX Holdings, and CHX Holdings
only one method. The Commission will
Items I and II below, which Items have would continue to be the record and
post all comments on the Commission’s
been prepared by the self-regulatory beneficial owner of all of the issued and
internet website (http://www.sec.gov/
organization. The Commission is outstanding shares of capital stock of
rules/sro.shtml). Copies of the
publishing this notice to solicit CHX and the sole member of CHXBD,
submission, all subsequent
comments on the proposed rule change LLC (‘‘CHXBD’’), the Exchange’s
amendments, all written statements
from interested persons. affiliated routing broker.
with respect to the proposed rule NYSE Group owns all of the equity
change that are filed with the I. Self-Regulatory Organization’s interest in the Exchange and its national
Commission, and all written securities exchange affiliates, the New
Statement of the Terms of Substance of
communications relating to the York Stock Exchange LLC (‘‘NYSE’’),
the Proposed Rule Change
proposed rule change between the NYSE Arca, Inc. (‘‘NYSE Arca’’), and
Commission and any person, other than The Exchange proposes to amend the NYSE American LLC (‘‘NYSE
those that may be withheld from the Intercontinental Exchange, Inc. director American’’). In turn, NYSE Group is a
public in accordance with the independence policy in connection with wholly-owned subsidiary of NYSE
provisions of 5 U.S.C. 552, will be a transaction whereby Chicago Stock Holdings LLC, which is wholly owned
available for website viewing and Exchange, Inc. and its direct parent, by Intercontinental Exchange Holdings,
printing in the Commission’s Public CHX Holdings, Inc., would become Inc. (‘‘ICE Holdings’’). ICE Holdings is
Reference Room, 100 F Street NE, wholly owned by ICE.5
indirect subsidiaries of Intercontinental
Washington, DC 20549 on official Following the Transaction, CHX
Exchange, Inc., the ultimate parent of
business days between the hours of would continue to be registered as a
10:00 a.m. and 3:00 p.m. Copies of the the Exchange. The proposed rule change
is available on the Exchange’s website at national securities exchange and as a
filing also will be available for separate self-regulatory organization. As
inspection and copying at the principal www.nyse.com, at the principal office of
amozie on DSK3GDR082PROD with NOTICES1
office of the Exchange. All comments the Exchange, and at the Commission’s 4 CHX became a wholly-owned subsidiary of CHX
received will be posted without change. Public Reference Room. Holdings pursuant to the Exchange’s
Persons submitting comments are demutualization as approved by the Commission in
cautioned that we do not redact or edit 21 17 February 2005. See Securities Exchange Act Release
CFR 200.30–3(a)(12).
No. 51149 (February 8, 2005), 70 FR 7531 (February
personal identifying information from 1 15 U.S.C. 78s(b)(1). 14, 2005) (SR–CHX–2004–26).
comment submissions. You should 2 15 U.S.C. 78a. 5 ICE is a publicly traded company listed on the
submit only information that you wish 3 17 CFR 240.19b–4. NYSE.
VerDate Sep<11>2014 20:19 Jun 04, 2018 Jkt 241001 PO 00000 Frm 00142 Fmt 4703 Sfmt 4703 E:\FR\FM\05JNN1.SGM 05JNN1](https://thefederalregister.org/doc/83_FR_26242/page/3.svg)
Document Created: 2018-11-02 11:47:01
Document Modified: 2018-11-02 11:47:01
| 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 26134 |
2024 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR