Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Adding to the Rules of the Exchange the Third Amended and Restated Certificate of Incorporation of NYSE Market, Inc., and the Eighth Amended and Restated Operating Agreement of New York Stock Exchange LLC, 59213-59215 [2015-24882]
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Federal Register / Vol. 80, No. 190 / Thursday, October 1, 2015 / Notices
existing best execution processes. If a
member believes that RTFY will not
complement their best execution efforts,
the member can simply choose not to
use RTFY.
The Exchange does not believe the
proposed rule change will impact nonexchange affiliated broker-dealers
negatively and will not provide any
advantages to exchange affiliated
broker-dealers because of the following
reasons: NASDAQ’s affiliated brokerdealer 20 offers a very limited service to
retail orders that complement the
activities of non-exchange affiliated
broker-dealers by providing another
novel way to seek price improvement
opportunities for retail orders.
Additionally, NES will act only on
behalf of a NASDAQ member, through
NASDAQ’s direction, if and only if
requested by the member to do so via
the use of the RFTY order routing
option and other NASDAQ order
routing options.21 In short, there is no
obligation for a NASDAQ member to use
RTFY, as is the case today with TFTY
and all other routing options offered by
NASDAQ.
The proposed rule change is a result
of a dialogue initiated by NASDAQ
more than a year ago with members and
non-members regarding various ways
the Exchange can help improve
execution quality for retail investors and
provide services that complement their
existing routing technology and related
services. Based upon these discussions,
NASDAQ believes that neither members
nor non-members would feel as though
RTFY provides NES with an advantage
over non-exchange affiliated brokerdealers or will compete with nonexchange affiliated broker-dealers in any
way.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
mstockstill on DSK4VPTVN1PROD with NOTICES6
Written comments were neither
solicited nor received.
20 NASDAQ sends routable orders entered into
the System to a broker-dealer that it owns and
operates, NASDAQ Execution Services, LLC
(‘‘NES’’). NES is a broker-dealer registered with the
Commission pursuant to Section 15 of the Act, and
is considered a facility and an affiliate of NASDAQ.
NES’s sole function is to provide outbound routing
services to NASDAQ.
21 When NASDAQ routes an order to other venues
it does not do so directly but rather uses NES,
which is a member of other exchanges and market
venues. A member’s routable Order will be sent by
NASDAQ to NES for routing consistent with the
member-selected routing option.
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21:04 Sep 30, 2015
Jkt 238001
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the Exchange consents,
the Commission shall: (a) By order
approve or disapprove such proposed
rule change, or (b) institute proceedings
to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Electronic comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2015–112 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–NASDAQ–2015–112. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for
inspection and copying at the principal
Frm 00081
Fmt 4703
Sfmt 4703
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NASDAQ–2015–112 and should be
submitted on or before October 22,
2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–24884 Filed 9–30–15; 8:45 am]
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:
PO 00000
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BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75984; File No. SR–
NYSEMKT–2015–71]
Self-Regulatory Organizations; NYSE
MKT LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Adding to the Rules of
the Exchange the Third Amended and
Restated Certificate of Incorporation of
NYSE Market, Inc., and the Eighth
Amended and Restated Operating
Agreement of New York Stock
Exchange LLC
September 25, 2015.
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
September 22, 2015, NYSE MKT LLC
(the ‘‘Exchange’’ or ‘‘NYSE MKT’’) 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 Exchange has
designated this proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A) of the
Act 4 and Rule 19b–4(f)(6)(iii)
thereunder,5 which renders it effective
upon filing with the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
22 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
4 15 U.S.C. 78s(b)(3)(A).
5 17 CFR 240.19b–4(f)(6)(iii).
1 15
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59214
Federal Register / Vol. 80, No. 190 / Thursday, October 1, 2015 / Notices
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to add to the
rules of the Exchange the (1) the Third
Amended and Restated Certificate of
Incorporation of NYSE Market (DE), Inc.
(‘‘NYSE Market (DE)’’), and (2) the
Eighth Amended and Restated
Operating Agreement of New York
Stock Exchange LLC (‘‘NYSE LLC’’). The
text of the proposed rule change is
available on the Exchange’s Web site at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to add to the
rules of the Exchange the (1) Third
Amended and Restated Certificate of
Incorporation of NYSE Market (DE) (the
‘‘Certificate of Incorporation’’), and (2)
the Eighth Amended and Restated
Operating Agreement of NYSE LLC (the
‘‘NYSE LLC Operating Agreement’’).
mstockstill on DSK4VPTVN1PROD with NOTICES6
Background and Proposed Rule Change
NYSE Market (DE), a Delaware
corporation, is a wholly-owned
subsidiary of NYSE LLC, which is an
affiliate of the Exchange.6 NYSE Market
(DE), in turn, owns a majority interest in
NYSE Amex Options LLC (‘‘NYSE
6 See Exchange Act Release No. 70210 (August 15,
2013) (SR–NYSEMKT–2013–50), 78 FR 51758
(August 21, 2013) (approving proposed rule change
relating to a corporate transaction in which NYSE
Euronext will become a wholly owned subsidiary
of IntercontinentalExchange Group, Inc. (now
Intercontinental Exchange, Inc.)). The Exchange and
NYSE Market (DE) are the only members of NYSE
Amex Options. See Exchange Act Release No.
75301 (June 25, 2015), 80 FR 37695 (July 1, 2015)
(SR–NYSEMKT–2015–44) (notice of filing and
immediate effectiveness of proposed rule change
amending the members’ schedule of the Amended
and Restated Limited Liability Company Agreement
of NYSE Amex Options LLC).
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21:04 Sep 30, 2015
Jkt 238001
Amex Options’’), a facility of the
Exchange.
The Exchange is filing as a ‘‘rule of
the exchange’’ under Section 3(a)(27) of
the Act 7 the Certificate of Incorporation
of NYSE Market (DE) because NYSE
Market DE has a majority ownership
interest in a facility of the Exchange.
The Certificate of Incorporation contains
restrictions on the ability of NYSE
Market (DE)’s parent, NYSE LLC, to
transfer or assign any interest in NYSE
Market (DE) without Securities and
Exchange Commission (‘‘Commission’’)
approval.8
Similarly, because of NYSE LLC’s
ownership of NYSE Market (DE), the
Exchange is filing the NYSE LLC
Operating Agreement as a ‘‘rule of the
exchange’’ under Section 3(a)(27) of the
Act.9
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act 10 in general, and
with Section 6(b)(1) 11 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 Act
and to comply, and to enforce
compliance by its exchange members
and persons associated with its
exchange members, with the provisions
of the Act, the rules and regulations
thereunder, and the rules of the
Exchange.
The Exchange believes that the
proposed rule change would contribute
to the orderly operation of the Exchange
and would enable the Exchange to be so
organized as to have the capacity to
carry out the purposes of the Act and
comply and enforce compliance by its
members and persons associated with
its members, with the provisions of the
Act because, by making the Certificate
of Incorporation a rule of the Exchange,
no amendment to the Certificate of
Incorporation, including its restrictions
on the ability of NYSE LLC to transfer
or assign any interest in NYSE Market
(DE), could be made without the
Exchange filing a proposed rule change
with the Commission. Similarly, the
Exchange would be required to file as a
proposed rule change any changes to the
7 15
U.S.C. 78c(a)(27).
IV, Section 2 of the Certificate of
Incorporation provides that the:
New York Stock Exchange LLC may not transfer
or assign any shares of stock of [NYSE Market (DE)],
in whole or in part, to any entity, unless such
transfer or assignment shall be filed with and
approved by the U.S. Securities and Exchange
Commission . . . under Section 19 of the Exchange
Act and the rules promulgated thereunder.
9 15 U.S.C. 78c(a)(27).
10 15 U.S.C. 78f(b).
11 15 U.S.C. 78f(b)(1).
8 Article
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
NYSE LLC Operating Agreement with
the Commission.12 In addition, the
Exchange believes that the proposed
changes are consistent with and will
facilitate an ownership structure of the
Exchange’s facility NYSE Amex Options
that will provide the Commission with
appropriate oversight tools to ensure
that the Commission will have the
ability to enforce the Act with respect to
NYSE Amex Options and its direct and
indirect parent entities.
The Exchange also believes that this
filing furthers the objectives of Section
6(b)(5) of the Act 13 because the
proposed rule change would be
consistent with and facilitate a
governance and regulatory structure that
is designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to, and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest. The Exchange believes
that making the Certificate of
Incorporation and NYSE LLC Operating
Agreement rules of the Exchange will
remove impediments to the operation of
the Exchange by ensuring that no
amendment to the Certificate of
Incorporation or NYSE LLC Operating
Agreement could be made without the
Exchange filing a proposed rule change
with the Commission. For the same
reasons, the proposed rule change is
also designed to protect investors as
well as the public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change would impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not intended to
address competitive issues but rather is
concerned solely with ensuring that the
Commission will have the ability to
enforce the Act with respect to NYSE
Amex Options and its direct and
indirect parent entities.
12 The Exchange notes that any amendment to the
NYSE LLC Operating Agreement would also require
that NYSE LLC file a proposed rule change with the
Commission.
13 15 U.S.C. 78f(b)(5).
E:\FR\FM\01OCN1.SGM
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Federal Register / Vol. 80, No. 190 / Thursday, October 1, 2015 / Notices
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
should be approved or disapproved.
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, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)
thereunder.14
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act normally does not become operative
for 30 days after the date of its filing.
However, Rule 19b–4(f)(6)(iii) 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 so that the proposal may
become operative immediately upon
filing. The Commission believes that
waiver of the 30-day operative delay is
appropriate because the Certificate of
Incorporation of NYSE Market (DE) and
the NYSE LLC Operating Agreement
will become ‘‘rules of the exchange’’ of
NYSE MKT without delay. Based on the
foregoing, the Commission believes that
the waiver of the operative delay is
consistent with the protection of
investors and the public interest.15 The
Commission hereby grants the waiver
and designates the proposal operative
upon filing.
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
mstockstill on DSK4VPTVN1PROD with NOTICES6
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.
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:
14 In addition, Rule 19b–4(f)(6)(iii) requires the
Exchange to give the Commission written notice of
the Exchange’s 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.
15 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).
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21:04 Sep 30, 2015
Jkt 238001
IV. Solicitation of Comments
59215
submitted on or before October 22,
2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–24882 Filed 9–30–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75988; File No. SR–FINRA–
2015–032]
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEMKT–2015–71 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–NYSEMKT–2015–71. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549–1090, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing will also be available for
inspection and copying at the NYSE’s
principal office and on its Internet Web
site at www.nyse.com. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NYSEMKT–2015–71 and should be
PO 00000
Frm 00083
Fmt 4703
Sfmt 4703
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a
Proposed Rule Change To Amend
FINRA Rule 8312 (FINRA BrokerCheck
Disclosure) To Reduce the Waiting
Period for the Release of Information
Reported on Form U5
September 25, 2015.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on
September 14, 2015, Financial Industry
Regulatory Authority, Inc. (‘‘FINRA’’)
filed with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I and II below, which Items
have been prepared by FINRA. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend FINRA
Rule 8312 (FINRA BrokerCheck
Disclosure) to reduce the 15-day waiting
period for the release of information
reported on Form U5 (Uniform
Termination Notice for Securities
Industry Registration) through
BrokerCheck®.
The text of the proposed rule change
is available on FINRA’s Web site at
https://www.finra.org, at the principal
office of FINRA 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,
FINRA included statements concerning
the purpose of and basis for the
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
E:\FR\FM\01OCN1.SGM
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]]>Agencies
[Federal Register Volume 80, Number 190 (Thursday, October 1, 2015)]
[Notices]
[Pages 59213-59215]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-24882]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-75984; File No. SR-NYSEMKT-2015-71]
Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change Adding to the Rules of
the Exchange the Third Amended and Restated Certificate of
Incorporation of NYSE Market, Inc., and the Eighth Amended and Restated
Operating Agreement of New York Stock Exchange LLC
September 25, 2015.
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 September 22, 2015, NYSE MKT LLC (the ``Exchange'' or
``NYSE MKT'') 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 Exchange has designated this proposal as a ``non-
controversial'' proposed rule change pursuant to Section 19(b)(3)(A) of
the Act \4\ and Rule 19b-4(f)(6)(iii) thereunder,\5\ which renders it
effective upon filing with the Commission. 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.
\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------
[[Page 59214]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to add to the rules of the Exchange the (1)
the Third Amended and Restated Certificate of Incorporation of NYSE
Market (DE), Inc. (``NYSE Market (DE)''), and (2) the Eighth Amended
and Restated Operating Agreement of New York Stock Exchange LLC (``NYSE
LLC''). The text of the proposed rule change is available on the
Exchange's Web site at www.nyse.com, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to add to the rules of the Exchange the (1)
Third Amended and Restated Certificate of Incorporation of NYSE Market
(DE) (the ``Certificate of Incorporation''), and (2) the Eighth Amended
and Restated Operating Agreement of NYSE LLC (the ``NYSE LLC Operating
Agreement'').
Background and Proposed Rule Change
NYSE Market (DE), a Delaware corporation, is a wholly-owned
subsidiary of NYSE LLC, which is an affiliate of the Exchange.\6\ NYSE
Market (DE), in turn, owns a majority interest in NYSE Amex Options LLC
(``NYSE Amex Options''), a facility of the Exchange.
---------------------------------------------------------------------------
\6\ See Exchange Act Release No. 70210 (August 15, 2013) (SR-
NYSEMKT-2013-50), 78 FR 51758 (August 21, 2013) (approving proposed
rule change relating to a corporate transaction in which NYSE
Euronext will become a wholly owned subsidiary of
IntercontinentalExchange Group, Inc. (now Intercontinental Exchange,
Inc.)). The Exchange and NYSE Market (DE) are the only members of
NYSE Amex Options. See Exchange Act Release No. 75301 (June 25,
2015), 80 FR 37695 (July 1, 2015) (SR-NYSEMKT-2015-44) (notice of
filing and immediate effectiveness of proposed rule change amending
the members' schedule of the Amended and Restated Limited Liability
Company Agreement of NYSE Amex Options LLC).
---------------------------------------------------------------------------
The Exchange is filing as a ``rule of the exchange'' under Section
3(a)(27) of the Act \7\ the Certificate of Incorporation of NYSE Market
(DE) because NYSE Market DE has a majority ownership interest in a
facility of the Exchange. The Certificate of Incorporation contains
restrictions on the ability of NYSE Market (DE)'s parent, NYSE LLC, to
transfer or assign any interest in NYSE Market (DE) without Securities
and Exchange Commission (``Commission'') approval.\8\
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78c(a)(27).
\8\ Article IV, Section 2 of the Certificate of Incorporation
provides that the:
New York Stock Exchange LLC may not transfer or assign any
shares of stock of [NYSE Market (DE)], in whole or in part, to any
entity, unless such transfer or assignment shall be filed with and
approved by the U.S. Securities and Exchange Commission . . . under
Section 19 of the Exchange Act and the rules promulgated thereunder.
---------------------------------------------------------------------------
Similarly, because of NYSE LLC's ownership of NYSE Market (DE), the
Exchange is filing the NYSE LLC Operating Agreement as a ``rule of the
exchange'' under Section 3(a)(27) of the Act.\9\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78c(a)(27).
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act \10\ in general, and with Section 6(b)(1)
\11\ 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 Act
and to comply, and to enforce compliance by its exchange members and
persons associated with its exchange members, with the provisions of
the Act, the rules and regulations thereunder, and the rules of the
Exchange.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
The Exchange believes that the proposed rule change would
contribute to the orderly operation of the Exchange and would enable
the Exchange to be so organized as to have the capacity to carry out
the purposes of the Act and comply and enforce compliance by its
members and persons associated with its members, with the provisions of
the Act because, by making the Certificate of Incorporation a rule of
the Exchange, no amendment to the Certificate of Incorporation,
including its restrictions on the ability of NYSE LLC to transfer or
assign any interest in NYSE Market (DE), could be made without the
Exchange filing a proposed rule change with the Commission. Similarly,
the Exchange would be required to file as a proposed rule change any
changes to the NYSE LLC Operating Agreement with the Commission.\12\ In
addition, the Exchange believes that the proposed changes are
consistent with and will facilitate an ownership structure of the
Exchange's facility NYSE Amex Options that will provide the Commission
with appropriate oversight tools to ensure that the Commission will
have the ability to enforce the Act with respect to NYSE Amex Options
and its direct and indirect parent entities.
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\12\ The Exchange notes that any amendment to the NYSE LLC
Operating Agreement would also require that NYSE LLC file a proposed
rule change with the Commission.
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The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) of the Act \13\ because the proposed rule change
would be consistent with and facilitate a governance and regulatory
structure that is designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to, and
perfect the mechanism of a free and open market and a national market
system and, in general, to protect investors and the public interest.
The Exchange believes that making the Certificate of Incorporation and
NYSE LLC Operating Agreement rules of the Exchange will remove
impediments to the operation of the Exchange by ensuring that no
amendment to the Certificate of Incorporation or NYSE LLC Operating
Agreement could be made without the Exchange filing a proposed rule
change with the Commission. For the same reasons, the proposed rule
change is also designed to protect investors as well as the public
interest.
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\13\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with ensuring that the Commission will have the ability to
enforce the Act with respect to NYSE Amex Options and its direct and
indirect parent entities.
[[Page 59215]]
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, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)
thereunder.\14\
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\14\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to
give the Commission written notice of the Exchange's 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.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
its filing. However, Rule 19b-4(f)(6)(iii) 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 so that the proposal
may become operative immediately upon filing. The Commission believes
that waiver of the 30-day operative delay is appropriate because the
Certificate of Incorporation of NYSE Market (DE) and the NYSE LLC
Operating Agreement will become ``rules of the exchange'' of NYSE MKT
without delay. Based on the foregoing, the Commission believes that the
waiver of the operative delay is consistent with the protection of
investors and the public interest.\15\ The Commission hereby grants the
waiver and designates the proposal operative upon filing.
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\15\ 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).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSEMKT-2015-71 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-NYSEMKT-2015-71. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549-1090, on official business days between the hours
of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available
for inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEMKT-2015-71 and should be submitted on or before
October 22, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-24882 Filed 9-30-15; 8:45 am]
BILLING CODE 8011-01-P
