Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Amending Its Rules To Reflect the Merger of Archipelago Holdings, Inc. (“Archipelago Holdings”), An Intermediate Holding Company, Into and With NYSE Group, Inc. (“NYSE Group”), Thereby Eliminating Archipelago Holdings From the Ownership Structure of the Exchange, 32155-32157 [2012-13149]

Download as PDF Federal Register / Vol. 77, No. 105 / Thursday, May 31, 2012 / Notices (B) Self-Regulatory Organization’s Statement on Burden on Competition FICC does not believe that the proposed rule change would impose any burden on competition. (C) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments on the proposed rule change have not yet been solicited or received.17 FICC will notify the Commission of any other written comments received by FICC. 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 up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change or (B) Institute proceedings to determine whether the proposed rule change should be disapproved. Electronic Comments • Use the Commissions Internet comment form (https://www.sec.gov/ rules/sro.shtml) or Send an email to rulecomments@sec.gov. Please include File Number SR–FICC–2012–04 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–FICC–2012–04. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the srobinson on DSK4SPTVN1PROD with NOTICES 17 FICC originally raised the prospect of the multiplier to the VaR charge to members in Important Notice GOV014.12 on January 27, 2012, to which FICC received comments. The comments FICC received were: (i) That the Important Notice lacked key information, including a sample calculation and details surrounding the application of the multiplier; and (ii) whether the proposal would be detrimental to smaller firms. FICC notified the Commission of the substance of these comments. VerDate Mar<15>2010 17:53 May 30, 2012 Jkt 226001 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 Section, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of FICC and on FICC’s Web site at https:// www.dtcc.com/downloads/legal/ rule_filings/2012/ficc/SR-FICC-201204.pdf. 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–FICC–2012–04 and should be submitted on or before June 21, 2012. For the Commission by the Division of Trading and Markets, pursuant to delegated authority.18 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2012–13150 Filed 5–30–12; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–67058; File No. SR– NYSEArca–2012–45] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Amending Its Rules To Reflect the Merger of Archipelago Holdings, Inc. (‘‘Archipelago Holdings’’), An Intermediate Holding Company, Into and With NYSE Group, Inc. (‘‘NYSE Group’’), Thereby Eliminating Archipelago Holdings From the Ownership Structure of the Exchange May 24, 2012. 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 May 14, 2012, NYSE Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 32155 and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. 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 The Exchange proposes to proposes to amend its rules to reflect the merger of Archipelago Holdings, Inc. (‘‘Archipelago Holdings’’), an intermediate holding company, into and with NYSE Group, Inc. (‘‘NYSE Group’’), thereby eliminating Archipelago Holdings from the ownership structure of the Exchange. 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend its rules to reflect the merger of Archipelago Holdings, an intermediate holding company, into and with NYSE Group, thereby eliminating Archipelago Holdings from the ownership structure of the Exchange. Currently, NYSE Arca Holdings owns 100% of the equity interest of the Exchange. Archipelago Holdings owns 100% of the equity interest of NYSE Arca Holdings, and NYSE Group owns 100% of the equity interest of Archipelago Holdings. NYSE Euronext owns 100% of the equity interest of NYSE Group. NYSE Euronext intends to merge Archipelago Holdings with and into NYSE Group, effective following E:\FR\FM\31MYN1.SGM 31MYN1 srobinson on DSK4SPTVN1PROD with NOTICES 32156 Federal Register / Vol. 77, No. 105 / Thursday, May 31, 2012 / Notices approval of this proposed rule change. The reason for the merger is to eliminate an unnecessary intermediate holding company. Following the merger, the Exchange would continue to be 100% owned by NYSE Arca Holdings, which in turn would be 100% owned by NYSE Group, which in turn would be 100% owned by NYSE Euronext. The Certificate imposes certain ownership and voting restrictions on the shares of NYSE Arca Holdings. Specifically, Article 9, Section 1(b)(i)(B) of the Certificate provides that for so long as NYSE Arca Holdings directly or indirectly controls the Exchange, no Person either alone or together with its Related Persons,3 may own, directly or indirectly, of record or beneficially shares of the capital stock (whether common or preferred stock) of NYSE Arca Holdings constituting more than 40% of the outstanding shares of any class of capital stock of NYSE Arca Holdings unless the Board of Directors of NYSE Arca Holdings (the ‘‘Board’’) has adopted an amendment to the NYSE Arca Holdings Bylaws (the ‘‘Bylaws’’) waiving such a restriction. In connection with such amendment, the Board must adopt resolutions stating that such amendment will not impair the ability of the Exchange to carry out its functions and responsibilities under the Securities Exchange Act of 1934, as amended (the ‘‘Act’’), and the rules thereunder; is otherwise in the best interests of NYSE Arca Holdings, its stockholders, and the Exchange; and will not impair the ability of the Commission to enforce the Act. Such amendment is not effective until approved by the Commission. The Board also must find that no such Person or Related Person is subject to a statutory disqualification under Section 3(a)(39) of the Act. Similarly, Article 9, Section 1(c) of the Certificate provides that no Person, either alone or together with its Related Persons, may directly or indirectly vote more than 20% of the shares of NYSE Arca Holdings unless the Board adopts an amendment to its Bylaws waiving such a restriction and, in connection with such amendment, adopts resolutions and makes a determination with respect to statutory disqualification substantially the same as those described above for the ownership restriction. Article 9, Section 4 of the Certificate provides certain exceptions to these ownership and voting restrictions for Archipelago Holdings. The Exchange proposes to amend the Bylaws of NYSE Arca Holdings as 3 The terms ‘‘Person’’ and ‘‘Related Persons’’ are defined in the Certificate. VerDate Mar<15>2010 17:53 May 30, 2012 Jkt 226001 required by the Certificate; make further amendments to the Certificate, Bylaws, and other rules that would reflect the elimination of Archipelago Holdings from the Exchange’s ownership structure; and delete duplicative or obsolete text. The proposed rule change otherwise would have no substantive impact on other rules of the Exchange, including those concerning the voting and ownership restrictions that currently apply to the Exchange and its affiliates.4 The Board has adopted resolutions approving the proposed changes.5 First, the Exchange proposes to replace references to Archipelago Holdings in Article 9, Section 4 of the Certificate with references to NYSE Group. In addition, the Exchange proposes to delete the last sentence of that Section, which relates to certain voting and ownership restrictions that were put in place when the Exchange combined with the New York Stock Exchange in 2005 but have been superseded by other requirements.6 Second, the Exchange proposes to amend the Bylaws by adding a new Article 11 that sets forth the waiver of the ownership and voting restrictions, as required by the Certificate, solely for purposes of the contemplated merger. The Exchange also proposes to amend the Bylaws to change references to the Pacific Exchange, Inc. to NYSE Arca, Inc.; change references to PCX Holdings, Inc. to NYSE Arca Holdings; and delete Section 6.07, which contains an obsolete reference to trading in minimum lots. Third, the Exchange proposes to delete NYSE Arca Options Rule 1.1(cc) and (gg), which set forth the definitions for Archipelago Holdings and Related Person, and to delete NYSE Arca Options Rule 3.4, which sets forth ownership and voting restrictions for Archipelago Holdings. Upon the elimination of Archipelago Holdings, NYSE Group would be the next holding company, and voting and ownership restrictions are currently set forth in its Second Amended and Restated Certificate of Incorporation of NYSE Group, Inc. (‘‘NYSE Group Certificate’’) in Article IV, Section 4(b). The term Related Person is not otherwise used in the NYSE Arca Options Rules. Fourth, NYSE Arca Equities Rule 14.3(b) provides that all officers and directors of Archipelago Holdings shall 4 See Securities Exchange Act Release No. 55294 (Feb. 14, 2007), 72 FR 8046 (Feb. 22, 2007) (SR– NYSEArca–2007–05); see also Securities Exchange Act Release No. 55293 (Feb. 14, 2007), 72 FR 8033 (Feb. 22, 2007) (SR–NYSE–2006–120). 5 See Exhibit 5F. 6 See supra note 4. PO 00000 Frm 00076 Fmt 4703 Sfmt 4703 be deemed to be officers and directors of the Exchange and NYSE Arca Equities for purposes of, and subject to oversight pursuant to, the Act. NYSE Arca Equities Rule 14.3(d) provides that Archipelago Holdings must maintain all books and records related to the Exchange within the United States. The Exchange proposes to delete this text and make a conforming change to NYSE Arca Equities Rule 14.3(c). Comparable provisions are already contained in NYSE Group’s governing documents. Under Article IX of the NYSE Group Certificate, NYSE Group’s directors and officers already are subject to the jurisdiction of the Commission, and under Article X, NYSE Group’s books and records relating to the Exchange must be maintained within the United States. Fifth, NYSE Arca Equities Rule 14.3(a), (e), and (f) contain references to Archipelago Securities, L.L.C. for which a short form, ‘‘Archipelago,’’ is used. For the avoidance of confusion, the Exchange proposes to amend that reference to be ‘‘Arca Securities,’’ which is the short form used for Archipelago Securities, L.L.C. in NYSE Arca Equities Rule 7.45(c). Finally, the Exchange proposes to delete in its entirety the text of the Amended and Restated Certificate of Incorporation and the Bylaws of Archipelago Holdings because the company will no longer exist upon consummation of the merger and as such these documents will no longer be rules of the Exchange. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act,7 in general, and furthers the objectives of Section 6(b)(5) of the Act,8 in particular, 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, and to remove impediments to and perfect the mechanism of a free and open market and a national market system. Specifically, the proposed rule change would result in the Exchange’s rules correctly reflecting its ownership structure without having any substantive impact on the Exchange’s rules, including those concerning the voting and ownership restrictions that currently apply to the Exchange and its affiliates. 7 15 8 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). E:\FR\FM\31MYN1.SGM 31MYN1 Federal Register / Vol. 77, No. 105 / Thursday, May 31, 2012 / Notices 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 Act. 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 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 self-regulatory organization consents, the Commission will: 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 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: srobinson on DSK4SPTVN1PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–NYSEArca–2012–45 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2012–45. 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 VerDate Mar<15>2010 17:53 May 30, 2012 Jkt 226001 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 a.m. and 3 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; 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– NYSEArca–2012–45 and should be submitted on or before June 21, 2012. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2012–13149 Filed 5–30–12; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–67057; File No. SR– NYSEAmex–2012–31] Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing of Proposed Rule Change Defining a Primary Specialist in Each Options Class and Modifying the Specialist Entitlement Accordingly May 24, 2012. 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 May 11, 2012, NYSE Amex LLC (the ‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with the Securities and Exchange Commission (‘‘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 9 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. Frm 00077 Fmt 4703 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 The Exchange proposes to define a Primary Specialist in each options class and modify the Specialist entitlement accordingly. The text of the proposed rule change is available at the Exchange, the Commission’s Public Reference Room, and www.nyse.com. 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Rules 964NY and 964.2NY to define Primary Specialists, and to modify the order allocation entitlement amongst Specialist Pool participants so as to enhance competition between the Specialist and e-Specialists. Rule 964NY sets forth the priority for the allocation of incoming orders to resting interest at a particular price in the NYSE Amex System. Under the rule, resting Customer orders have first priority. After that, Directed Order Market Makers have second priority, provided they satisfy the criteria to be eligible to receive a Directed Order. If an order is not allocated to a Directed Order Market Maker, the Specialist Pool has next priority. As currently provided in Rule 964NY(b)(2)(C) and Rule 964.2NY, the Specialist and eSpecialists in each class compete in the Specialist Pool on a size pro-rata basis, and do not compete at all for the allocation of non-Directed Orders of five contracts or fewer.3 For orders of five contracts or fewer, they are allocated on a rotating basis (i.e., a round robin) to a Specialist or e-Specialist in the 3 Under the rule, the Specialist’s pro-rata allocation may receive additional weighting as determined by the Exchange. 1 15 PO 00000 32157 Sfmt 4703 E:\FR\FM\31MYN1.SGM 31MYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 77, Number 105 (Thursday, May 31, 2012)]
[Notices]
[Pages 32155-32157]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-13149]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67058; File No. SR-NYSEArca-2012-45]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Amending Its Rules To Reflect the Merger of
Archipelago Holdings, Inc. (``Archipelago Holdings''), An Intermediate
Holding Company, Into and With NYSE Group, Inc. (``NYSE Group''),
Thereby Eliminating Archipelago Holdings From the Ownership Structure
of the Exchange

May 24, 2012.
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 May 14, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and II below, which Items
have been prepared by the Exchange. 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\ 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 proposes to amend its rules to reflect the
merger of Archipelago Holdings, Inc. (``Archipelago Holdings''), an
intermediate holding company, into and with NYSE Group, Inc. (``NYSE
Group''), thereby eliminating Archipelago Holdings from the ownership
structure of the Exchange. 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
The Exchange proposes to amend its rules to reflect the merger of
Archipelago Holdings, an intermediate holding company, into and with
NYSE Group, thereby eliminating Archipelago Holdings from the ownership
structure of the Exchange.
Currently, NYSE Arca Holdings owns 100% of the equity interest of
the Exchange. Archipelago Holdings owns 100% of the equity interest of
NYSE Arca Holdings, and NYSE Group owns 100% of the equity interest of
Archipelago Holdings. NYSE Euronext owns 100% of the equity interest of
NYSE Group.
NYSE Euronext intends to merge Archipelago Holdings with and into
NYSE Group, effective following

[[Page 32156]]

approval of this proposed rule change. The reason for the merger is to
eliminate an unnecessary intermediate holding company. Following the
merger, the Exchange would continue to be 100% owned by NYSE Arca
Holdings, which in turn would be 100% owned by NYSE Group, which in
turn would be 100% owned by NYSE Euronext.
The Certificate imposes certain ownership and voting restrictions
on the shares of NYSE Arca Holdings. Specifically, Article 9, Section
1(b)(i)(B) of the Certificate provides that for so long as NYSE Arca
Holdings directly or indirectly controls the Exchange, no Person either
alone or together with its Related Persons,\3\ may own, directly or
indirectly, of record or beneficially shares of the capital stock
(whether common or preferred stock) of NYSE Arca Holdings constituting
more than 40% of the outstanding shares of any class of capital stock
of NYSE Arca Holdings unless the Board of Directors of NYSE Arca
Holdings (the ``Board'') has adopted an amendment to the NYSE Arca
Holdings Bylaws (the ``Bylaws'') waiving such a restriction. In
connection with such amendment, the Board must adopt resolutions
stating that such amendment will not impair the ability of the Exchange
to carry out its functions and responsibilities under the Securities
Exchange Act of 1934, as amended (the ``Act''), and the rules
thereunder; is otherwise in the best interests of NYSE Arca Holdings,
its stockholders, and the Exchange; and will not impair the ability of
the Commission to enforce the Act. Such amendment is not effective
until approved by the Commission. The Board also must find that no such
Person or Related Person is subject to a statutory disqualification
under Section 3(a)(39) of the Act. Similarly, Article 9, Section 1(c)
of the Certificate provides that no Person, either alone or together
with its Related Persons, may directly or indirectly vote more than 20%
of the shares of NYSE Arca Holdings unless the Board adopts an
amendment to its Bylaws waiving such a restriction and, in connection
with such amendment, adopts resolutions and makes a determination with
respect to statutory disqualification substantially the same as those
described above for the ownership restriction. Article 9, Section 4 of
the Certificate provides certain exceptions to these ownership and
voting restrictions for Archipelago Holdings.
---------------------------------------------------------------------------

\3\ The terms ``Person'' and ``Related Persons'' are defined in
the Certificate.
---------------------------------------------------------------------------

The Exchange proposes to amend the Bylaws of NYSE Arca Holdings as
required by the Certificate; make further amendments to the
Certificate, Bylaws, and other rules that would reflect the elimination
of Archipelago Holdings from the Exchange's ownership structure; and
delete duplicative or obsolete text. The proposed rule change otherwise
would have no substantive impact on other rules of the Exchange,
including those concerning the voting and ownership restrictions that
currently apply to the Exchange and its affiliates.\4\ The Board has
adopted resolutions approving the proposed changes.\5\
---------------------------------------------------------------------------

\4\ See Securities Exchange Act Release No. 55294 (Feb. 14,
2007), 72 FR 8046 (Feb. 22, 2007) (SR-NYSEArca-2007-05); see also
Securities Exchange Act Release No. 55293 (Feb. 14, 2007), 72 FR
8033 (Feb. 22, 2007) (SR-NYSE-2006-120).
\5\ See Exhibit 5F.
---------------------------------------------------------------------------

First, the Exchange proposes to replace references to Archipelago
Holdings in Article 9, Section 4 of the Certificate with references to
NYSE Group. In addition, the Exchange proposes to delete the last
sentence of that Section, which relates to certain voting and ownership
restrictions that were put in place when the Exchange combined with the
New York Stock Exchange in 2005 but have been superseded by other
requirements.\6\
---------------------------------------------------------------------------

\6\ See supra note 4.
---------------------------------------------------------------------------

Second, the Exchange proposes to amend the Bylaws by adding a new
Article 11 that sets forth the waiver of the ownership and voting
restrictions, as required by the Certificate, solely for purposes of
the contemplated merger. The Exchange also proposes to amend the Bylaws
to change references to the Pacific Exchange, Inc. to NYSE Arca, Inc.;
change references to PCX Holdings, Inc. to NYSE Arca Holdings; and
delete Section 6.07, which contains an obsolete reference to trading in
minimum lots.
Third, the Exchange proposes to delete NYSE Arca Options Rule
1.1(cc) and (gg), which set forth the definitions for Archipelago
Holdings and Related Person, and to delete NYSE Arca Options Rule 3.4,
which sets forth ownership and voting restrictions for Archipelago
Holdings. Upon the elimination of Archipelago Holdings, NYSE Group
would be the next holding company, and voting and ownership
restrictions are currently set forth in its Second Amended and Restated
Certificate of Incorporation of NYSE Group, Inc. (``NYSE Group
Certificate'') in Article IV, Section 4(b). The term Related Person is
not otherwise used in the NYSE Arca Options Rules.
Fourth, NYSE Arca Equities Rule 14.3(b) provides that all officers
and directors of Archipelago Holdings shall be deemed to be officers
and directors of the Exchange and NYSE Arca Equities for purposes of,
and subject to oversight pursuant to, the Act. NYSE Arca Equities Rule
14.3(d) provides that Archipelago Holdings must maintain all books and
records related to the Exchange within the United States. The Exchange
proposes to delete this text and make a conforming change to NYSE Arca
Equities Rule 14.3(c). Comparable provisions are already contained in
NYSE Group's governing documents. Under Article IX of the NYSE Group
Certificate, NYSE Group's directors and officers already are subject to
the jurisdiction of the Commission, and under Article X, NYSE Group's
books and records relating to the Exchange must be maintained within
the United States.
Fifth, NYSE Arca Equities Rule 14.3(a), (e), and (f) contain
references to Archipelago Securities, L.L.C. for which a short form,
``Archipelago,'' is used. For the avoidance of confusion, the Exchange
proposes to amend that reference to be ``Arca Securities,'' which is
the short form used for Archipelago Securities, L.L.C. in NYSE Arca
Equities Rule 7.45(c).
Finally, the Exchange proposes to delete in its entirety the text
of the Amended and Restated Certificate of Incorporation and the Bylaws
of Archipelago Holdings because the company will no longer exist upon
consummation of the merger and as such these documents will no longer
be rules of the Exchange.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\7\ in general, and furthers the objectives of Section 6(b)(5) of
the Act,\8\ in particular, 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, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system. Specifically, the proposed rule
change would result in the Exchange's rules correctly reflecting its
ownership structure without having any substantive impact on the
Exchange's rules, including those concerning the voting and ownership
restrictions that currently apply to the Exchange and its affiliates.
---------------------------------------------------------------------------

\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).

---------------------------------------------------------------------------

[[Page 32157]]

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 Act.

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

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 self-regulatory organization consents, the Commission will:
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

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-NYSEArca-2012-45 on the subject line.

Paper Comments

Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2012-45. 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
a.m. and 3 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; 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-NYSEArca-2012-45 and should
be submitted on or before June 21, 2012.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

\9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-13149 Filed 5-30-12; 8:45 am]
BILLING CODE 8011-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.