Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to a Corporate Action in Which Its Indirect Parent, NYSE Euronext Holdings LLC, Will Become a Wholly Owned Subsidiary of IntercontinentalExchange, Inc., 4989-4996 [2014-01810]
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Federal Register / Vol. 79, No. 20 / Thursday, January 30, 2014 / Notices
following: review the composition of the
Board as a whole, including the Board’s
balance of participant and nonparticipant directors, business
specialization, technical skills, diversity
and other desired qualifications; review
the Board’s Charter for consistency with
regulatory requirements, transparency of
the governance process and other sound
governance practice and recommend
changes to the Board, where
appropriate; review the committee
structure of the Board, including the GC,
and recommend changes to the Board,
where appropriate; review OCC’s
policies and procedures for identifying
and reviewing Board nominee
candidates, including the criteria for
Board nominees; develop and
recommend to the Board a periodic
process of self-evaluation of the role and
performance of the Board, its
committees and management in the
governance of OCC; review OCC’s
policies on conflicts of interest of
directors, including the OCC Directors
Code of Conduct and recommend
changes, where appropriate; and review
OCC’s new director orientation program
as well as OCC’s training and education
programs for Board members and
recommend changes, where appropriate.
In addition to the foregoing, the GC may
undertake other activities, as
appropriate, or as may be delegated to
it by the Board. In discharging its role,
the GC shall confer with management
and other employees of OCC to the
extent the GC deems it necessary to
fulfill its duties.4
III. Discussion
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Section 19(b)(2)(C) of the Act directs
the Commission to approve a proposed
rule change of a self-regulatory
organization if it finds that the proposed
rule change is consistent with the
requirements of the Act.5 Section
17A(b)(3)(F) of the Act requires that the
rules of a clearing agency be designed to
protect investors and the public
interest.6 Rule 17Ad–22(d)(8) requires
clearing agencies to establish,
implement, maintain, and enforce
written policies and procedures
reasonably designed to have governance
arrangements that are clear and
transparent to fulfill the public interest
requirements in Section 17A of the Act.7
4 The GC, subject to the approval of the Board, is
permitted to hire specialists or rely on outside
advisors or specialists to assist it in carrying out the
GC’s activities. The GC has the authority to approve
the fees and retention terms of such advisors and
specialists.
5 15 U.S.C. 78s(b)(2)(C).
6 15 U.S.C. 78q–1(b)(3)(F).
7 17 CFR 240.17Ad–22(d)(8).
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The Commission finds that the
proposed rule change is consistent with
Section 17A(b)(3)(F) of the Act and Rule
17Ad–22(d)(8) thereunder. By reviewing
and recommending improvements to
OCC’s governance structure, the GC and
the GC Charter may help ensure that
OCC’s governance structure is designed
to protect investors and the public
interest. In addition, by way of
clarifying the duties and operations of
the GC the GC Charter may help OCC
establish, implement, maintain, and
enforce policies and procedures
reasonably designed to have governance
arrangements that are clear and
transparent.
IV. Conclusion
On the basis of the foregoing, the
Commission finds that the proposal is
consistent with the requirements of the
Act and in particular with the
requirements of Section 17A of the Act 8
and the rules and regulations
thereunder.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,9 that the
proposed rule change (File No. SR–
OCC–2013–18) be and hereby is
approved.10
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.11
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–01812 Filed 1–29–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–71394; File No. SR–
NYSEArca–2014–08]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change Relating to a Corporate
Action in Which Its Indirect Parent,
NYSE Euronext Holdings LLC, Will
Become a Wholly Owned Subsidiary of
IntercontinentalExchange, Inc.
January 24, 2014.
Pursuant to Section 19(b)(1) 1 of the
U.S. Securities Exchange Act of 1934, as
amended (the ‘‘Exchange Act’’), and
Rule 19b–4 thereunder,2 notice is
hereby given that on January 22, 2014,
NYSE Arca, Inc. (‘‘NYSE Arca’’) filed
8 15
U.S.C. 78q–1.
U.S.C. 78s(b)(2).
10 In approving the proposed rule change, the
Commission considered the proposal’s impact on
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
11 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
9 15
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4989
with the U.S. Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which items have
been prepared substantially by NYSE
Arca. 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
A. Overview of the Proposed Merger
NYSE Arca, a Delaware corporation,
registered national securities exchange
and self-regulatory organization, is
submitting this rule filing (the
‘‘Proposed Rule Change’’) to the U.S.
Securities and Exchange Commission
(the ‘‘Commission’’) in connection with
the contribution by
IntercontinentalExchange Group, Inc., a
Delaware corporation (‘‘ICE Group’’), of
its 100% membership interest in NYSE
Euronext Holdings LLC, a Delaware
limited liability company (‘‘NYX
Holdings’’), which is an indirect owner
of a 100% interest in NYSE Arca, to
another wholly owned subsidiary of ICE
Group, IntercontinentalExchange, Inc., a
Delaware corporation (‘‘ICE Inc.’’).
NYX Holdings owns 100% of the
equity interest of NYSE Group, Inc., a
Delaware corporation (‘‘NYSE Group’’),
which in turn directly or indirectly
owns (1) 100% of the equity interest of
three registered national securities
exchanges and self-regulatory
organizations (together, the ‘‘NYSE
Exchanges’’)—the New York Stock
Exchange, LLC (the ‘‘Exchange’’), NYSE
Arca, and NYSE MKT LLC (‘‘NYSE
MKT’’)—and (2) 100% of the equity
interest of NYSE Market (DE), Inc.
(‘‘NYSE Market’’), NYSE Regulation,
Inc. (‘‘NYSE Regulation’’), NYSE Arca
L.L.C., NYSE Arca Equities, Inc. (‘‘NYSE
Arca Equities’’) and NYSE Amex
Options LLC (‘‘NYSE Amex Options’’)
(the NYSE Exchanges, together with (x)
NYSE Market, NYSE Regulation, NYSE
Arca L.L.C., NYSE Arca Equities and
NYSE Amex Options and (y) any similar
U.S. regulated entity acquired, owned or
created after the date hereof, the ‘‘U.S.
Regulated Subsidiaries’’ and each, a
‘‘U.S. Regulated Subsidiary’’). Each of
the Exchange and NYSE MKT will be
separately filing a proposed rule change
in connection with the matters
addressed herein that will be
substantially the same as the Proposed
Rule Change.
Upon completion of ICE Group’s
contribution to ICE Inc. of 100% of NYX
Holdings (the ‘‘Transfer’’), each U.S.
Regulated Subsidiary will become an
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indirect wholly owned subsidiary of ICE
Inc. ICE Inc. will remain a direct wholly
owned subsidiary of ICE Group, a public
company that is listed on the Exchange.
The Transfer is strictly an internal
reorganization that does not affect the
interests of ICE Group’s stockholders.
The Transfer will not affect the
operation of the U.S. Regulated
Subsidiaries.
The Transfer is part of the process
pursuant to which ICE Group will
prepare for the previously announced
sale of the continental European cash
equity platforms and the derivatives
trading on them (the ‘‘Euronext Sale’’)
currently owned by Euronext N.V., a
Dutch company with limited liability
(‘‘Euronext’’) and a wholly owned
subsidiary of ICE Group. The Transfer
also will facilitate the transitioning of
the derivatives businesses of another
current subsidiary of Euronext, Liffe
Administration and Management
(‘‘LAM’’), to ICE Futures Europe, a
subsidiary of ICE Inc., and will enable
ICE Inc. to continue in compliance with
certain debt covenants after the
Euronext Sale. (The transitioning of the
derivatives business of LAM is subject
to regulatory approval in the United
Kingdom.)
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B. Summary of Proposed Rule Change
NYSE Arca is proposing that, in
connection with the Transfer, the
Commission approve the organizational
documents of ICE Inc. and amendments
to the Amended and Restated Limited
Liability Company Agreement of NYX
Holdings (‘‘NYX Holdings Operating
Agreement’’) and the Amended and
Restated Bylaws of ICE Group (‘‘ICE
Group Bylaws’’). The Proposed Rule
Change is summarized as follows:
Certificate of Incorporation and
Bylaws of ICE Inc. ICE Inc. would take
appropriate steps to incorporate voting
and ownership restrictions, provisions
relating to the qualifications of directors
and officers and their submission to
jurisdiction, compliance with the
federal securities laws, access to books
and records, and other matters related to
its control of the U.S. Regulated
Subsidiaries. Specifically, the Fifth
Amended and Restated Certificate of
Incorporation of ICE Inc. (the ‘‘ICE Inc.
Certificate’’) 3 and the Second Amended
and Restated Bylaws of ICE Inc. (the
‘‘ICE Inc. Bylaws’’) 4 would contain
provisions to incorporate these concepts
with respect to itself, as well as its
3 The text of the proposed ICE Inc. Certificate is
attached to the Proposed Rule Change as Exhibit
5A.
4 The text of the proposed ICE Inc. Bylaws is
attached to the Proposed Rule Change as Exhibit 5B.
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directors, officers, employees and agents
(as applicable):
• Voting and Ownership Restrictions
in the ICE Inc. Certificate. The ICE Inc.
Certificate would contain voting and
ownership restrictions that will take
effect only in the event ICE Group does
not hold all of the issued and
outstanding shares of stock of ICE Inc.
The ICE Inc. Certificate would restrict
any person, either alone or together with
its related persons, from having voting
control over ICE Inc. shares entitling the
holder thereof to cast more than 10% of
the then outstanding votes entitled to be
cast on a matter or beneficially owning
ICE Inc. shares representing more than
20% of the outstanding votes entitled to
be cast on a matter. The ICE Inc.
Certificate would provide that ICE Inc.
will be required to disregard any votes
purported to be cast in excess of the
voting restriction. In the event that any
person(s) exceeds the ownership
restrictions, it will be obligated to sell
promptly, and ICE Inc. will be obligated
to purchase promptly, at a price equal
to the par value of such shares and to
the extent funds are legally available for
such purchase, the number of shares of
ICE Inc. necessary so that such person,
together with its related persons, will
beneficially own shares of ICE Inc.
representing in the aggregate no more
than 20% of the then outstanding votes
entitled to be cast on any matter, after
taking into account that such
repurchased shares will become
treasury shares and will no longer be
deemed to be outstanding. The ICE Inc.
board of directors may waive the voting
and ownership restrictions if it makes
certain determinations and expressly
resolves to permit the voting and
ownership that is subject to such
restrictions, and such resolutions have
been filed with, and approved by, the
Commission under Section 19(b) of the
U.S. Securities Exchange Act of 1934, as
amended (together, with the rules
promulgated thereunder, the ‘‘Exchange
Act’’) and filed with, and approved by,
the relevant European Regulators having
appropriate jurisdiction and authority.
The ICE Inc. Certificate further provides
that the board of directors may not
approve either voting or ownership
rights in excess of a 20% threshold with
respect to any person that is a Member
of the Exchange, (an ‘‘NYSE Member’’),
a Member of NYSE MKT (including any
person who is a related person of such
member, a ‘‘NYSE MKT Member’’), an
ETP Holder of NYSE Arca Equities (an
‘‘ETP Holder’’), or an OTP Holder or
OTP Firm of NYSE Arca, (an ‘‘OTP
Holder’’ and ‘‘OTP Firm,’’ respectively),
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as each of these terms is defined in the
ICE Inc. Certificate.
• Jurisdiction. The ICE Inc. Bylaws
will provide that ICE Inc. and its
directors, and, to the extent they are
involved in the activities of the U.S.
Regulated Subsidiaries, its officers, and
those of its employees whose principal
place of business and residence is
outside the United States will be
deemed to irrevocably submit to the
jurisdiction of the U.S. federal courts
and the Commission for the purposes of
any suit, action or proceedings pursuant
to the U.S. federal securities laws and
the rules or regulations thereunder,
arising out of, or relating to, the
activities of the U.S. Regulated
Subsidiaries. In addition, the ICE Inc.
Bylaws would provide that, so long as
ICE Inc. directly or indirectly controls
any U.S. Regulated Subsidiary, the
directors, officers and employees will be
deemed to be directors, officers and
employees of such U.S. Regulated
Subsidiaries for purposes of, and subject
to oversight pursuant to, the Exchange
Act. The ICE Inc. Bylaws would provide
that ICE Inc. will take reasonable steps
necessary to cause its officers, directors
and employees to agree and consent in
writing to the applicability to them of
these jurisdictional and oversight
provisions with respect to their
activities related to any U.S. Regulated
Subsidiary.
• Books and Records. The ICE Inc.
Bylaws would provide that for so long
as ICE Inc. directly or indirectly controls
any U.S. Regulated Subsidiary, the
books, records and premises of ICE Inc.
will be deemed to be the books, records
and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject
to oversight pursuant to, the Exchange
Act, and that ICE Inc.’s books and
records will at all times be made
available for inspection and copying by
the Commission, and by any U.S.
Regulated Subsidiary to the extent they
are related to the activities of such U.S.
Regulated Subsidiary or any other U.S.
Regulated Subsidiary over which such
U.S. Regulated Subsidiary has
regulatory authority or oversight. In
addition, ICE Inc.’s books and records
related to the U.S. Regulated
Subsidiaries will be maintained within
the United States, except that to the
extent that books and records may relate
to both European subsidiaries and U.S.
Regulated Subsidiaries, ICE Inc. may
maintain such books and records either
in the home jurisdiction of one or more
European subsidiaries or in the United
States.
• Restrictions on Amendments to ICE
Inc. Certificate and Bylaws. The ICE Inc.
Certificate would provide that before
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any amendment to the ICE Inc.
Certificate may be effectuated, such
amendment would need to be submitted
to the board of directors of each U.S.
Regulated Subsidiary and, if so
determined by any such board, would
need to be filed with, or filed with and
approved by, the Commission before
such amendment may become effective.
The ICE Inc. Bylaws would include the
same requirement.
• Additional Matters. The ICE Inc.
Bylaws would include provisions
regarding cooperation with the
Commission and the U.S. Regulated
Subsidiaries, compliance with U.S.
federal securities laws, confidentiality
of information regarding the U.S.
Regulated Subsidiaries’ self-regulatory
function, preservation of the
independence of the U.S. Regulated
Subsidiaries’ self-regulatory function,
and directors’ consideration of the effect
of ICE Inc.’s actions on the U.S.
Regulated Subsidiaries’ ability to carry
out their respective responsibilities
under the Exchange Act.
• Proposed Amendments to NYX
Holdings Operating Agreement.5 The
NYX Holdings Operating Agreement
currently provides that all membership
interests in NYX Holdings must be held
by ICE Group. In order that ICE Group
may contribute all of the membership
interests in NYX Holdings to ICE Inc.,
the NYX Holdings Operating Agreement
would be amended to reflect that ICE
Inc. is the ‘‘Member’’ and previously
was the ‘‘Initial Member’’, as those
terms are used throughout the NYX
Holdings Operating Agreement, and to
make nonsubstantive conforming
changes to the recitals and definitions.
• Proposed Approval of Transfer of
NYX Holdings Membership Interests.
NYX Holdings Operating Agreement
currently provides that ICE Group, as
the sole member, may not transfer or
assign any membership interests of NYX
Holdings to any person or entity
without the Commission’s approval. ICE
Group has adopted the resolutions in
order to permit ICE Group to transfer its
membership interest in NYX Holdings
to ICE Inc. and to amend the NYX
Holdings Operating Agreement to reflect
the change of ownership (the ‘‘ICE
Group 2013 Resolutions’’).6 NYX
Holdings has adopted resolutions
making the determinations required
under the NYX Holdings Operating
Agreement to approve the assumption of
5 The text of the proposed Second Amended and
Restated Limited Liability Company Operating
Agreement of NYX Holdings is attached to the
Proposed Rule Change as Exhibit 5C.
6 A copy of the ICE Group 2013 Resolutions is
attached to the Proposed Rule Change as Exhibit
5D–1.
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ownership by ICE Inc. (the ‘‘NYX
Holdings Resolutions’’).7
The proposed Fifth Amended and
Restated Certificate of Incorporation of
IntercontinentalExchange, Inc., effective
as of the consummation of the Transfer;
the proposed Second Amended and
Restated Bylaws of
IntercontinentalExchange, Inc., effective
as of the consummation of the Transfer;
the proposed Second Amended and
Restated Limited Liability Company
Agreement of NYSE Euronext Holdings
LLC, effective as of the consummation
of the Transfer; the resolutions of the
Board of Directors of
IntercontinentalExchange Group, Inc.,
adopted by the Board of Directors of
IntercontinentalExchange Group, Inc. on
December 13, 2013; the resolutions of
the Board of Directors of
IntercontinentalExchange Group, Inc.
that will be adopted by the Board of
Directors of IntercontinentalExchange
Group, Inc. as of the consummation of
the Transfer; the resolutions of the
Board of Managers of NYSE Euronext
Holdings LLC, that will be adopted by
the Board of Directors of NYSE Euronext
Holdings LLC; and the proposed Second
Amended and Restated Bylaws of
IntercontinentalExchange Group, Inc.,
effective as of the consummation of the
Transfer are attached to the Proposed
Rule Change as Exhibits 5A, 5B, 5C, 5D–
1, 5D–2, 5E and 5F, respectively.
The text of the Proposed Rule Change
is available at NYSE Arca, the
Commission’s Public Reference Room,
and on the Web site of NYSE Arca
(www.nyse.com). The text of Exhibits 5A
through 5F to the Proposed Rule Change
is also available on NYSE Arca’s Web
site and on the Commission’s Web site
(www.sec.gov/rules/sro.shtml).
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
NYSE Arca has included statements
concerning the purpose of, and basis for,
the Proposed Rule Change. The text of
these statements may be examined at
the places specified in Item IV below.
NYSE Arca has prepared summaries, set
forth in sections A, B and C below, of
the most significant aspects of such
statements.
7 A copy of the NYX Holdings Resolutions is
attached to the Proposed Rule Change as Exhibit 5E.
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4991
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of this rule filing is to
adopt the rules necessary to permit ICE
Group to effect the Transfer.
1. Overview of the Transfer
NYSE Arca is submitting the
Proposed Rule Change to the
Commission in connection with the
transfer by ICE Group of all membership
interests in NYX Holdings to ICE Inc.
Other than as described herein and in
the separate proposed rule changes filed
by each NYSE Exchange, ICE Group, ICE
Inc. and the NYSE Exchanges do not
plan to make any changes to the
regulated activities of the U.S. Regulated
Subsidiaries in connection with the
Transfer. If ICE Group or ICE Inc.
determines to make any such changes to
the regulated activities of any U.S.
Regulated Subsidiary, it will seek the
approval of the Commission. The
Proposed Rule Change, if approved by
the Commission, will not be effective
until the consummation of the Transfer.
ICE Inc. is a wholly owned subsidiary
of ICE Group and a sister subsidiary of
NYX Holdings. ICE Group will
contribute the equity interests in NYX
Holdings to ICE Inc., at which point
NYX Holdings will become a direct
wholly owned subsidiary of ICE Inc.,
and the U.S. Regulated Subsidiaries
owned by NYX Holdings will become
indirect wholly owned subsidiaries of
ICE Inc. ICE Group will continue as the
ultimate parent entity of NYX Holdings
through ICE Inc.
2. Overview of ICE Inc. Following the
Transaction
Following the Transfer, ICE Group
will continue to hold all of the equity
interests in ICE Inc., and ICE Inc. will
hold all the membership interests in
NYX Holdings. NYX Holdings will
continue to hold (1) 100% of the equity
interests of NYSE Group (which, in
turn, directly or indirectly holds 100%
of the equity interests of the U.S.
Regulated Subsidiaries) and (2) 100% of
the equity interest of Euronext (which,
in turn, directly or indirectly holds
100% of the equity interests in certain
regulated trading markets in Belgium,
France, the Netherlands, Portugal and
the United Kingdom). The Transfer is
part of the process pursuant to which
ICE Group will prepare for the Euronext
Sale.
The ICE Inc. Certificate and Bylaws
will include ownership and voting
limitations and certain other provisions
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to satisfy U.S. and European regulatory
requirements as described in detail in
the Proposed Rule Change. These
provisions are modeled on provisions
currently in the ICE Group Certificate of
Incorporation and Bylaws, as well as
those in the NYX Holdings Operating
Agreement.
Other than certain modifications
described herein, the current corporate
structure, governance and selfregulatory independence and separation
of each U.S. Regulated Subsidiary will
be preserved.
ICE Group and ICE Inc. acknowledge
that to the extent either becomes aware
of possible violations of the rules of the
Exchange, NYSE Arca or NYSE MKT, it
will be responsible for referring such
possible violations to each such
exchange, respectively.
3. Proposed Approval of Transfer of
NYX Holdings Membership Interests
Article VII of the current NYX
Holdings Operating Agreement provides
that the sole Member, ICE Group, may
not transfer or assign any membership
interests of NYX Holdings to any person
or entity unless such transfer shall (1) be
filed with and approved by the
Commission under Section 19 of the
Exchange Act and (2) filed with and
approved by the relevant European
Regulators under the Applicable
European Exchange Regulations. ICE
Group, as sole Member, has adopted the
ICE Group 2013 Resolutions in order to
permit ICE Group to transfer its
membership interests in NYX Holdings
to ICE Inc. and to amend the NYX
Holdings Operating Agreement to reflect
the change of ownership. NYX Holdings
has adopted the NYX Holdings
Resolutions making the determinations
required under the NYX Holdings
Operating Agreement to approve the
assumption of ownership by ICE Inc.
NYSE Arca is requesting approval by
the Commission of the ICE Group 2013
Resolutions and the NYX Holdings
Resolutions to allow the Transfer to take
place.
4. Proposed Amendments to Ownership
and Voting Restrictions After the
Transfer
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Overview
NYSE Arca is proposing that, effective
as of the completion of the Transfer, the
ICE Inc. Certificate would contain
voting and ownership restrictions that
are substantially identical to those
currently in the ICE Group Certificate
and the NYX Holdings Operating
Agreement and would restrict any
person, either alone or together with its
related persons, from having voting
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control over ICE Inc. shares entitling the
holder thereof to cause more than 10%
of the votes entitled to be cast on any
matter or beneficially owning ICE Inc.
shares representing more than 20% of
the outstanding votes that may be cast
on any matter. These limitations would
apply only in the event that ICE Group
does not own all of the issued and
outstanding stock in ICE Inc. and only
for so long as ICE Inc. directly or
indirectly controls any U.S. Regulated
Subsidiary or any European Market
Subsidiary.
Voting and Ownership Restrictions in
the ICE Inc. Certificate
Under the Proposed Rule Change, the
ICE Inc. Certificate would provide that,
in the event ICE Group does not own all
of the issued and outstanding shares of
stock of ICE Inc., (1) no person, either
alone or together with its related
persons (as defined in the ICE Inc.
Certificate), may be entitled to vote or
cause the voting of shares of stock of ICE
Inc. beneficially owned by such person
or its related persons, in person or by
proxy or through any voting agreement
or other arrangement, to the extent that
such shares represent in the aggregate
more than 10% of the then outstanding
votes entitled to be cast on such matter,
and (2) no person, either alone or
together with its related persons, may
acquire the ability to vote more than
10% of the then outstanding votes
entitled to be cast on any such matter
by virtue of agreements or arrangements
entered into with other persons to
refrain from voting shares of stock of
ICE Inc. (the ‘‘ICE Inc. Voting
Restriction’’).8 The ICE Inc. Certificate
will require ICE Inc. to disregard any
votes purported to be cast in excess of
the ICE Inc. Voting Restriction.
In addition, the ownership
restrictions in the ICE Inc. Certificate
would provide that, if such restrictions
apply, no person, either alone or
together with its related persons, may at
any time own beneficially shares of ICE
Inc. representing in the aggregate more
than 20% of the then outstanding votes
entitled to be cast on any matter (the
‘‘ICE Inc. Ownership Restrictions’’).9 If
any person, either alone or together with
its related persons, owns shares of ICE
Inc. in excess of the ICE Inc. Ownership
Restriction, then such person and its
related persons are obligated to sell
promptly, and ICE Inc. is obligated to
purchase promptly, at a price equal to
the par value of such shares and to the
extent funds are legally available for
such purchase, the number of shares of
ICE Inc. necessary so that such person,
together with its related persons, will
beneficially own shares of ICE Inc.
representing in the aggregate no more
than 20% of the then outstanding votes
entitled to be cast on any matter, after
taking into account that such
repurchased shares will become
treasury shares and will no longer be
deemed to be outstanding.10
The ICE Inc. Certificate would
provide that the ICE Inc. Voting
Restriction and the ICE Inc. Ownership
Restriction would apply only for so long
as ICE Inc. directly or indirectly controls
any U.S. Regulated Subsidiary.
The ICE Inc. Voting Restriction
applies to each person unless and until
(1) such person has delivered a notice
in writing to the board of directors of
ICE Inc., not less than 45 days (or such
shorter period as the board of directors
of ICE Inc. expressly permits) prior to
any vote, of such person’s intention,
either alone or together with its related
persons, to vote or cause the voting of
shares of ICE Inc. stock beneficially
owned by such person or its related
persons in excess of the ICE Inc. Voting
Restriction; (2) the board of directors of
ICE Inc. has resolved to expressly
permit such voting; and (3) such
resolution has been filed with, and
approved by, the Commission under
Section 19(b) of the Exchange Act 11 and
filed with, and approved by, the
relevant European Regulators having
appropriate jurisdiction and authority.12
Subject to its fiduciary duties under
applicable law, the ICE Inc. board of
directors may not adopt any resolution
pursuant to the foregoing clause (2)
unless the board has determined that
the exercise of such voting rights (or the
entering into of a voting agreement), as
applicable:
• will not impair the ability of any
U.S. Regulated Subsidiary, ICE Inc.,
NYX Holdings or NYSE Group to
discharge their respective
responsibilities under the Exchange Act
and the rules and regulations
thereunder;
• will not impair the ability of any
European Market Subsidiary, ICE Inc.,
NYX Holdings or Euronext NV to
discharge their respective
responsibilities under the European
Exchange Regulations (as defined in the
ICE Inc. Bylaws);
• is otherwise in the best interests of
ICE Inc., its stockholder(s), the U.S.
Regulated Subsidiaries and the
European Market Subsidiaries, and will
not impair the Commission’s ability to
10 See
8 See
ICE Inc. Certificate, Article V Section A.
9 See ICE Inc. Certificate, Article V Section B.
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ICE Inc. Certificate, Article V Section B.4.
U.S.C. 78s(b).
12 See ICE Inc. Certificate, Article V Section A.2.
11 15
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enforce the Exchange Act or the
European Regulators’ ability to enforce
the European Exchange Regulations;
• for so long as ICE Inc. directly or
indirectly controls NYSE Arca, Inc. or
NYSE Arca Equities or any facility of
NYSE Arca, neither such person nor any
of its related persons is an ETP Holder,
an OTP Holder or an OTP Firm; and
• for so long as ICE Inc. directly or
indirectly controls the Exchange or
NYSE Market, neither such person nor
any of its related persons is a NYSE
Member;
• for so long as ICE Inc. directly or
indirectly controls NYSE MKT, neither
such person nor any of its related
persons is an MKT Member; and
• neither such person nor any of its
related persons is a U.S. Disqualified
Person or a European Disqualified
Person (as such terms are defined in the
ICE Inc. Certificate).13
The ICE Inc. Ownership Restriction
applies to each person unless and until
(1) such person has delivered a notice
in writing to the board of directors of
ICE Inc., not less than 45 days (or such
shorter period as the board of directors
of ICE Inc. expressly permits) prior to
the acquisition of any shares of ICE Inc.
that would cause such person, either
alone or together with its related
persons, to exceed the ICE Inc.
Ownership Restriction, of such person’s
intention, either alone or together with
its related persons, to acquire such
ownership; (2) the board of directors of
ICE Inc. has resolved to expressly
permit such ownership; and (3) such
resolution has been filed with, and
approved by, the Commission under
Section 19(b) of the Exchange Act 14 and
filed with, and approved by, the
relevant European Regulators having
appropriate jurisdiction and authority.15
Subject to its fiduciary duties under
applicable law, the ICE Inc. board of
directors may not adopt any resolution
pursuant to the foregoing clause (2)
unless the board has determined that
such ownership:
• Will not impair the ability of any
U.S. Regulated Subsidiary, ICE Inc.,
NYX Holdings or NYSE Group to
discharge their respective
responsibilities under the Exchange Act
and the rules and regulations
thereunder;
• will not impair the ability of any
European Market Subsidiary, ICE Inc.,
NYX Holdings or Euronext NV to
discharge their respective
responsibilities under the European
13 See ICE Inc. Certificate, Article V Sections
A.3(c)(i), A.3(d)(i) and B.3(c)(i).
14 15 U.S.C. 78s(b).
15 See ICE Inc. Certificate, Article V Section B.2.
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Exchange Regulations (as defined in the
ICE Inc. Bylaws);
• is otherwise in the best interests of
ICE Inc., its stockholder(s), the U.S.
Regulated Subsidiaries and the
European Market Subsidiaries, and will
not impair the Commission’s ability to
enforce the Exchange Act or the
European Regulators’ ability to enforce
the European Exchange Regulations;
• for so long as ICE Inc. directly or
indirectly controls NYSE Arca, Inc. or
NYSE Arca Equities or any facility of
NYSE Arca, neither such person nor any
of its related persons is an ETP Holder,
an OTP Holder or an OTP Firm;
• for so long as ICE Inc. directly or
indirectly controls the Exchange or
NYSE Market, neither such person nor
any of its related persons is a NYSE
Member;
• for so long as ICE Inc. directly or
indirectly controls NYSE MKT, neither
such person nor any of its related
persons is an MKT Member; and
• neither such person nor any of its
related persons is a U.S. Disqualified
Person or a European Disqualified
Person.
In order to allow ICE Inc. to own and
vote all of the outstanding common
stock of NYX Holdings after the
Transfer, ICE Inc. has delivered written
notice to the board of NYX Holdings
pursuant to the procedures set forth in
the NYX Holdings Operating Agreement
requesting approval of its voting and
ownership of NYX Holdings shares in
excess of the Voting Restriction and the
Ownership Restriction applicable to
NYX Holdings. Among other things, in
this notice, ICE Inc. represented to the
board of NYX Holdings that neither it,
nor any of its related persons, is (1) an
NYSE Member; (2) an NYSE MKT
Member; (3) an ETP Holder; (4) an OTP
Holder or OTP Firm; or (5) a U.S.
Disqualified Person or a European
Disqualified Person.
On December 13, 2013, the board of
directors of ICE Group adopted the ICE
Group 2013 Resolutions to authorize
and instruct the transfer ownership of
NYX Holdings to ICE Inc. On ——,
2014, the board of managers of NYX
Holdings, acting by unanimous written
consent, adopted the NYX Holdings
Resolutions to permit ICE Inc., either
alone or with its related persons, to
exceed the Voting Restriction and the
Ownership Restriction applicable to
NYX Holdings. In adopting such
resolutions, the board of managers of
NYX Holdings made the necessary
determinations set forth in the NYX
Holdings Operating Agreement (which
are similar to those set forth above) and
approved the submission of the
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Proposed Rule Change to the
Commission.
5. Additional Matters To Be Addressed
in the ICE Inc. Certificate and Bylaws 16
Jurisdiction Over Individuals
Under the Proposed Rule Change, the
ICE Inc. Bylaws would provide that ICE
Inc. and its directors, and, to the extent
that they are involved in the activities
of the U.S. Regulated Subsidiaries, ICE
Inc.’s officers and those of its employees
whose principal place of business and
residence is outside the United States,
would be deemed to irrevocably submit
to the jurisdiction of the U.S. federal
courts and the Commission for the
purposes of any suit, action or
proceeding pursuant to the U.S. federal
securities laws, and the rules and
regulations thereunder, commenced or
initiated by the Commission arising out
of, or relating to, the activities of the
U.S. Regulated Subsidiaries. The ICE
Inc. Bylaws would also provide that,
with respect to any such suit, action, or
proceeding brought by the Commission,
ICE Inc. and its directors, officers and
employees would (1) be deemed to agree
that ICE Inc. may serve as U.S. agent for
purposes of service of process in such
suit, action, or proceedings relating to
ICE Inc. or any of its subsidiaries; and
(2) be deemed to waive, and agree not
to assert by way of motion, as a defense
or otherwise, in any such suit, action, or
proceeding, any claims that it or they
are not personally subject to the
jurisdiction of the Commission, that the
suit, action, or proceeding is an
inconvenient forum or that the venue of
the suit, action, or proceedings is
improper, or that the subject matter
thereof may not be enforced in or by the
U.S. federal courts of the Commission.17
In addition, the ICE Inc. Bylaws
would provide that, so long as ICE Inc.
directly or indirectly controls any U.S.
Regulated Subsidiary, the directors,
officers and employees of ICE Inc. will
be deemed to be directors, officers and
employees of such U.S. Regulated
Subsidiaries for purposes of, and subject
to oversight pursuant to, the Exchange
Act.18
The ICE Inc. Bylaws would provide
that ICE Inc. will take reasonable steps
necessary to cause its directors, officers
and employees, prior to accepting a
16 The ICE Inc. Certificate and Bylaws will also
set forth certain restrictions and requirements
relating to ICE Group’s [sic] European subsidiaries
and applicable European regulatory matters, which
will be substantially consistent with the analogous
restrictions and requirements applicable with
respect to ICE Group’s [sic] U.S. Regulated
Subsidiaries and U.S. regulatory matters.
17 See ICE Inc. Bylaws, Section 7.1.
18 See ICE Inc. Bylaws, Section 8.4.
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position as an officer, director or
employee, as applicable, of ICE Inc. to
agree and consent in writing to the
applicability to them of these
jurisdictional and oversight provisions
with respect to their activities related to
any U.S. Regulated Subsidiary.19
NYSE Arca anticipates that the
functions and activities of each U.S.
Regulated Subsidiary generally will be
carried out by the officers and directors
of such U.S. Regulated Subsidiary, over
each of whom the Commission has
direct authority pursuant to Section
19(h)(4) of the Exchange Act.20
Access to Books and Records
Under the Proposed Rule Change, the
ICE Inc. Bylaws would provide that for
so long as ICE Inc. directly or indirectly
controls any U.S. Regulated Subsidiary,
the books, records and premises of ICE
Inc. will be deemed to be the books,
records and premises of such U.S.
Regulated Subsidiaries for purposes of,
and subject to oversight pursuant to, the
Exchange Act.21 In addition, ICE Inc.’s
books and records related to the U.S.
Regulated Subsidiaries will be
maintained within the United States,
except that to the extent that books and
records may relate to both European
subsidiaries and U.S. Regulated
Subsidiaries, ICE Inc. may maintain
such books and records either in the
home jurisdiction of one or more
European subsidiaries or in the United
States.22 The ICE Inc. Bylaws also
would provide that ICE Inc.’s books and
records will at all times be made
available for inspection and copying by
the Commission, and any U.S.
Regulated Subsidiary to the extent they
are related to the activities of the U.S.
Regulated Subsidiary or any other U.S.
Regulated Subsidiary over which such
U.S. Regulated Subsidiary has
regulatory authority or oversight.23
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Additional Matters
Under the Proposed Rule Change, the
ICE Inc. Bylaws would provide that ICE
Inc. will comply with the U.S. federal
securities laws and the rules and
regulations thereunder, and will
cooperate with the Commission and
with the U.S. Regulated Subsidiaries
pursuant to and to the extent of their
respective regulatory authority.24 In
addition, ICE Inc. would be required to
take reasonable steps necessary to cause
its agents to cooperate with the
19 See
ICE Inc. Bylaws, Section 9.3.
U.S.C. 78s(h)(4).
21 See ICE Inc. Bylaws, Section 8.4.
22 See ICE Inc. Bylaws, Sections 8.4 and 8.6.
23 See ICE Inc. Bylaws, Section 8.3.
24 See ICE Inc. Bylaws, Section 9.l.
Commission and, where applicable, the
U.S. Regulated Subsidiaries pursuant to
their regulatory authority.25 The ICE Inc.
Bylaws would also provide that, in
discharging his or her responsibilities as
a member of the ICE Inc. board of
directors or as an officer or employee of
ICE Inc., each such director, officer or
employee will (a) comply with the U.S.
federal securities laws and the rules and
regulations thereunder; (b) cooperate
with the Commission; and (c) cooperate
with the U.S. Regulated Subsidiaries
pursuant to and to the extent of their
regulatory authority (but this provision
will not create any duty owed by any
director, officer or employee of ICE Inc.
to any person to consider, or afford any
particular weight to, any such matters or
to limit his or her consideration of such
matters).26
The ICE Inc. Bylaws would also
provide that all confidential information
that comes into the possession of ICE
Inc. pertaining to the self-regulatory
function of any U.S. Regulated
Subsidiary will (a) not be made
available to any persons other than to
those officers, directors, employees and
agents of ICE Inc. that have a reasonable
need to know the contents thereof; (b)
be retained in confidence by ICE Inc.
and the officers, directors, employees
and agents of ICE Inc.; and (c) not be
used for any commercial purposes.27 In
addition, the ICE Inc. Bylaws would
provide that these obligations regarding
such confidential information will not
be interpreted so as to limit or impede
(i) the rights of the Commission or the
relevant U.S. Regulated Subsidiary to
have access to and examine such
confidential information pursuant to the
U.S. federal securities laws and the
rules and regulations thereunder; or (ii)
the ability of any officers, directors,
employees or agents of ICE Inc. to
disclose such confidential information
to the Commission or any U.S.
Regulated Subsidiary.28
In addition, the ICE Inc. Bylaws
would provide that ICE Inc. and its
directors, officers and employees will
give due regard to the preservation of
the independence of the self-regulatory
function of the U.S. Regulated
Subsidiaries (to the extent of each U.S.
Regulated Subsidiary’s self-regulatory
function) and to its obligations to
investors and the general public, and
will not take any actions that would
interfere with the effectuation of any
decisions by the board of directors or
managers of any U.S. Regulated
20 15
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18:24 Jan 29, 2014
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25 See
id.
ICE Inc. Bylaws, Section 3.14(b).
27 See ICE Inc. Bylaws, Section 8.1.
28 See ICE Inc. Bylaws, Section 8.2.
26 See
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Subsidiary relating to its regulatory
responsibilities (including enforcement
and disciplinary matters) or that would
interfere with the ability of such U.S.
Regulated Subsidiary to carry out its
responsibilities under the Exchange
Act.29
Finally, the ICE Inc. Bylaws would
provide that each director of ICE Inc.
would, in discharging his or her
responsibilities, to the fullest extent
permitted by applicable law, take into
consideration the effect that ICE Inc.’s
actions would have on the ability of (a)
the U.S. Regulated Subsidiaries to carry
out their responsibilities under the
Exchange Act; and (b) the U.S.
Regulated Subsidiaries, NYSE Group,
NYX Holdings and ICE Inc. to (1) engage
in conduct that fosters and does not
interfere with the ability of the U.S.
Regulated Subsidiaries, NYSE Group,
NYX Holdings and ICE Inc. to prevent
fraudulent and manipulative acts and
practices in the securities markets; (2)
promote just and equitable principles of
trade in the securities markets; (3) foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities; (4) remove impediments to
and perfect the mechanisms of a free
and open market in securities and a U.S.
national securities market system; and
(5) in general, protect investors and the
public interest.30
Amendments to the ICE Inc. Certificate
and Bylaws
Under the Proposed Rule Change, the
ICE Inc. Bylaws would provide that,
before any amendment to or repeal of
any provision of the ICE Inc. Bylaws
shall be effective, such amendment or
repeal shall be submitted to the board of
directors of each U.S. Regulated
Subsidiary (or the boards of directors of
their successors) and if any or all of
such boards of directors determine that,
before such amendment or repeal may
be effectuated, the same must be filed
with, or filed with and approved by, the
Commission pursuant to Section 19 of
the Exchange Act and the rules
promulgated thereunder, then the same
will not be effectuated until filed with,
or filed with and approved by, the
Commission, as the case may be.31
These requirements would also apply to
29 See
ICE Inc. Bylaws, Section 9.4.
ICE Inc. Bylaws, Section 3.14(a). This
requirement would not, however, create any duty
owed by any director, officer or employee of ICE
Inc. to any person to consider, or afford any
particular weight to, any of the foregoing matters or
to limit his or her consideration to such matters.
See ICE Inc. Bylaws, Section 3.14(c).
31 See ICE Inc. Bylaws, Section 11.3.
30 See
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any action by ICE Inc. that would have
the effect of amending or repealing any
provisions of the ICE Inc. Certificate.32
6. Proposed Amendment to the NYX
Holdings Operating Agreement
In addition, NYSE Arca proposes that
the NYX Holdings Operating Agreement
be amended to reflect that ICE Inc. will
be the sole member of the LLC as a
result of ICE Group’s transfer of the
membership interest in NYX Holdings
to ICE Inc.33 The NYX Holdings
Operating Agreement also would be
amended to reflect that ICE Inc.
previously was the ‘‘Initial Member’’, to
delete references to NYSE Euronext LLC
and to make nonsubstantive conforming
changes to the recitals and definitions.
mstockstill on DSK4VPTVN1PROD with NOTICES
7. Proposed Amendment to the ICE
Group Bylaws
The provisions in the ICE Group
Certificate establishing the standard for
each director’s approval of ownership or
voting rights in excess of the limitations
in the ICE Group Certificate do not
currently require a director to consider
whether such approval would impair
the ability of ICE Inc. and NYX Holdings
to comply with the Exchange Act and
the rules and regulations thereunder.34
Also, the provisions in the ICE Group
Bylaws establishing the standards for
the Board’s approval of any action by
ICE Group does not currently require a
director to take into consideration the
effect that such action would have on
the ability of ICE Inc. and NYX Holdings
(a) to engage in conduct that fosters and
does not interfere with the ability of
each such entity to prevent fraudulent
and manipulative acts and practices in
the securities markets; (b) to promote
just and equitable principles of trade in
the securities markets; (c) to foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities; (d) to remove impediments
to and perfect the mechanisms of a free
and open market in securities and a U.S.
national securities market system; and
(e) in general, to protect investors and
the public interest.35 Under the
Proposed Rule Change, the ICE Group
Bylaws would be amended to add
references to ICE Inc. and NYX Holdings
in each such provision.36
ICE Inc. Certificate, Article IX(C).
NYX Holdings Operating Agreement,
Preamble.
34 ICE Group Certificate, Article V, Sections
A.3(a)(i) and B.3(a)(i).
35 ICE Group Bylaws, Section 3.14(a)(3).
36 Resolutions of the Board of Directors of ICE
Group approving these amendments are attached to
the Proposed Rule Change as Exhibit 5D–2 (the
2. Statutory Basis
NYSE Arca believes that this filing is
consistent with Section 6(b) of the
Exchange Act 37 in general, and furthers
the objectives of Section 6(b)(1) 38 in
particular, in that it enables NYSE Arca
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 NYSE Arca Equities.
With respect to the ability of the
Commission to enforce the Exchange
Act as it applies to the U.S. Regulated
Subsidiaries after the Transfer, the U.S.
Regulated Subsidiaries will operate in
the same manner following the Transfer
as they operate today. Thus, the
Commission will continue to have
plenary regulatory authority over the
U.S. Regulated Subsidiaries, as is the
case currently with these entities. The
Proposed Rule Change is consistent
with and will facilitate an ownership
structure that will provide the
Commission with appropriate oversight
tools to ensure that the Commission will
have the ability to enforce the Exchange
Act with respect to each U.S. Regulated
Subsidiary, its direct and indirect parent
entities and its directors, officers,
employees and agents to the extent they
are involved in the activities of such
U.S. Regulated Subsidiary.
NYSE Arca also believes that this
filing furthers the objectives of Section
6(b)(5) of the Exchange Act 39 because
the Proposed Rule Change summarized
herein 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.
32 See
33 See
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18:24 Jan 29, 2014
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‘‘ICE Group 2014 Resolutions’’). The proposed
amendments to the ICE Group Bylaws are attached
as Exhibit 5F to the Proposed Rule Change. See
Proposed ICE Group Bylaws 3.14(a)(3) and 3.15(g).
37 15 U.S.C. 78f(b).
38 15 U.S.C. 78f(b)(1).
39 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization’s
Statement on Burden on Competition
NYSE Arca 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 relates to an
internal reorganization of subsidiaries of
ICE Group and is not designed to
address any competitive issue in the
U.S. securities markets, or have any
impact on competition in those markets.
The Proposed Rule Change is part of ICE
Group’s process to implement the
Euronext Sale. The Euronext Sale will
be subject to review and approval by
multiple European regulators.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
NYSE Arca has neither solicited nor
received written comments on 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
up to 90 days after publication (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.
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–2014–08 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.
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All submissions should refer to File
Number SR–NYSEArca–2014–08. 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 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–2014–08, and should be
submitted on or before February 20,
2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.40
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–01810 Filed 1–29–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
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[Release No. 34–71393; File No. SR–NYSE–
2014–04]
Self-Regulatory Organizations; New
York Stock Exchange, LLC; Notice of
Filing of Proposed Rule Change
Relating to a Corporate Action in
Which Its Indirect Parent, NYSE
Euronext Holdings LLC, Will Become a
Wholly Owned Subsidiary of
IntercontinentalExchange, Inc.
January 24, 2014.
Pursuant to Section 19(b)(1) 1 of the
U.S. Securities Exchange Act of 1934, as
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
A. Overview of the Proposed Merger
The New York Stock Exchange, LLC
(the ‘‘Exchange’’), a New York limited
liability company, registered national
securities exchange and self-regulatory
organization, is submitting this rule
filing (the ‘‘Proposed Rule Change’’) to
the U.S. Securities and Exchange
Commission (the ‘‘Commission’’) in
connection with the contribution by
IntercontinentalExchange Group, Inc., a
Delaware corporation (‘‘ICE Group’’), of
its 100% membership interest in NYSE
Euronext Holdings LLC, a Delaware
limited liability company (‘‘NYX
Holdings’’), which is an indirect owner
of a 100% interest in the Exchange, to
another wholly owned subsidiary of ICE
Group, IntercontinentalExchange, Inc., a
Delaware corporation (‘‘ICE Inc.’’).
NYX Holdings owns 100% of the
equity interest of NYSE Group, Inc., a
Delaware corporation (‘‘NYSE Group’’),
which in turn directly or indirectly
owns (1) 100% of the equity interest of
three registered national securities
exchanges and self-regulatory
organizations (together, the ‘‘NYSE
Exchanges’’)—the Exchange, NYSE
Arca, Inc. (‘‘NYSE Arca’’) and NYSE
MKT LLC (‘‘NYSE MKT’’)—and (2)
100% of the equity interest of NYSE
Market (DE), Inc. (‘‘NYSE Market’’),
NYSE Regulation, Inc. (‘‘NYSE
Regulation’’), NYSE Arca L.L.C., NYSE
Arca Equities, Inc. (‘‘NYSE Arca
Equities’’) and NYSE Amex Options LLC
(‘‘NYSE Amex Options’’) (the NYSE
Exchanges, together with (x) NYSE
Market, NYSE Regulation, NYSE Arca
L.L.C., NYSE Arca Equities and NYSE
Amex Options and (y) any similar U.S.
regulated entity acquired, owned or
created after the date hereof, the ‘‘U.S.
Regulated Subsidiaries’’ and each, a
‘‘U.S. Regulated Subsidiary’’). Each of
NYSE Arca and NYSE MKT will be
separately filing a proposed rule change
in connection with the matters
40 17
1 15
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
amended (the ‘‘Exchange Act’’), and
Rule 19b–4 thereunder,2 notice is
hereby given that on January 17, 2014,
the New York Stock Exchange, LLC (the
‘‘Exchange’’) filed with the U.S.
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which items have been prepared
substantially by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
VerDate Mar<15>2010
18:24 Jan 29, 2014
2 17
Jkt 232001
PO 00000
CFR 240.19b–4.
Frm 00133
Fmt 4703
Sfmt 4703
addressed herein that will be
substantially the same as the Proposed
Rule Change.
Upon completion of ICE Group’s
contribution to ICE Inc. of 100% of NYX
Holdings (the ‘‘Transfer’’), each U.S.
Regulated Subsidiary will become an
indirect wholly owned subsidiary of ICE
Inc. ICE Inc. will remain a direct wholly
owned subsidiary of ICE Group, a public
company that is listed on the Exchange.
The Transfer is strictly an internal
reorganization that does not affect the
interests of ICE Group’s stockholders.
The Transfer will not affect the
operation of the U.S. Regulated
Subsidiaries.
The Transfer is part of the process
pursuant to which ICE Group will
prepare for the previously announced
sale of the continental European cash
equity platforms and the derivatives
trading on them (the ‘‘Euronext Sale’’)
currently owned by Euronext N.V., a
Dutch company with limited liability
(‘‘Euronext’’) and a wholly owned
subsidiary of ICE Group. The Transfer
also will facilitate the transitioning of
the derivatives businesses of another
current subsidiary of Euronext, Liffe
Administration and Management
(‘‘LAM’’), to ICE Futures Europe, a
subsidiary of ICE Inc., and will enable
ICE Inc. to continue in compliance with
certain debt covenants after the
Euronext Sale. (The transitioning of the
derivatives business of LAM is subject
to regulatory approval in the United
Kingdom.)
B. Summary of Proposed Rule Change
The Exchange is proposing that, in
connection with the Transfer, the
Commission approve the organizational
documents of ICE Inc. and amendments
to the Amended and Restated Limited
Liability Company Agreement of NYX
Holdings (‘‘NYX Holdings Operating
Agreement’’) and the Amended and
Restated Bylaws of ICE Group (‘‘ICE
Group Bylaws’’). The Proposed Rule
Change is summarized as follows:
Certificate of Incorporation and
Bylaws of ICE Inc. ICE Inc. would take
appropriate steps to incorporate voting
and ownership restrictions, provisions
relating to the qualifications of directors
and officers and their submission to
jurisdiction, compliance with the
federal securities laws, access to books
and records, and other matters related to
its control of the U.S. Regulated
Subsidiaries. Specifically, the Fifth
Amended and Restated Certificate of
Incorporation of ICE Inc. (the ‘‘ICE Inc.
E:\FR\FM\30JAN1.SGM
30JAN1
]]>Agencies
[Federal Register Volume 79, Number 20 (Thursday, January 30, 2014)]
[Notices]
[Pages 4989-4996]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-01810]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71394; File No. SR-NYSEArca-2014-08]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Relating to a Corporate Action in Which Its
Indirect Parent, NYSE Euronext Holdings LLC, Will Become a Wholly Owned
Subsidiary of IntercontinentalExchange, Inc.
January 24, 2014.
Pursuant to Section 19(b)(1) \1\ of the U.S. Securities Exchange
Act of 1934, as amended (the ``Exchange Act''), and Rule 19b-4
thereunder,\2\ notice is hereby given that on January 22, 2014, NYSE
Arca, Inc. (``NYSE Arca'') filed with the U.S. Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which items have been prepared substantially
by NYSE Arca. 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
A. Overview of the Proposed Merger
NYSE Arca, a Delaware corporation, registered national securities
exchange and self-regulatory organization, is submitting this rule
filing (the ``Proposed Rule Change'') to the U.S. Securities and
Exchange Commission (the ``Commission'') in connection with the
contribution by IntercontinentalExchange Group, Inc., a Delaware
corporation (``ICE Group''), of its 100% membership interest in NYSE
Euronext Holdings LLC, a Delaware limited liability company (``NYX
Holdings''), which is an indirect owner of a 100% interest in NYSE
Arca, to another wholly owned subsidiary of ICE Group,
IntercontinentalExchange, Inc., a Delaware corporation (``ICE Inc.'').
NYX Holdings owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations
(together, the ``NYSE Exchanges'')--the New York Stock Exchange, LLC
(the ``Exchange''), NYSE Arca, and NYSE MKT LLC (``NYSE MKT'')--and (2)
100% of the equity interest of NYSE Market (DE), Inc. (``NYSE
Market''), NYSE Regulation, Inc. (``NYSE Regulation''), NYSE Arca
L.L.C., NYSE Arca Equities, Inc. (``NYSE Arca Equities'') and NYSE Amex
Options LLC (``NYSE Amex Options'') (the NYSE Exchanges, together with
(x) NYSE Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca Equities
and NYSE Amex Options and (y) any similar U.S. regulated entity
acquired, owned or created after the date hereof, the ``U.S. Regulated
Subsidiaries'' and each, a ``U.S. Regulated Subsidiary''). Each of the
Exchange and NYSE MKT will be separately filing a proposed rule change
in connection with the matters addressed herein that will be
substantially the same as the Proposed Rule Change.
Upon completion of ICE Group's contribution to ICE Inc. of 100% of
NYX Holdings (the ``Transfer''), each U.S. Regulated Subsidiary will
become an
[[Page 4990]]
indirect wholly owned subsidiary of ICE Inc. ICE Inc. will remain a
direct wholly owned subsidiary of ICE Group, a public company that is
listed on the Exchange. The Transfer is strictly an internal
reorganization that does not affect the interests of ICE Group's
stockholders. The Transfer will not affect the operation of the U.S.
Regulated Subsidiaries.
The Transfer is part of the process pursuant to which ICE Group
will prepare for the previously announced sale of the continental
European cash equity platforms and the derivatives trading on them (the
``Euronext Sale'') currently owned by Euronext N.V., a Dutch company
with limited liability (``Euronext'') and a wholly owned subsidiary of
ICE Group. The Transfer also will facilitate the transitioning of the
derivatives businesses of another current subsidiary of Euronext, Liffe
Administration and Management (``LAM''), to ICE Futures Europe, a
subsidiary of ICE Inc., and will enable ICE Inc. to continue in
compliance with certain debt covenants after the Euronext Sale. (The
transitioning of the derivatives business of LAM is subject to
regulatory approval in the United Kingdom.)
B. Summary of Proposed Rule Change
NYSE Arca is proposing that, in connection with the Transfer, the
Commission approve the organizational documents of ICE Inc. and
amendments to the Amended and Restated Limited Liability Company
Agreement of NYX Holdings (``NYX Holdings Operating Agreement'') and
the Amended and Restated Bylaws of ICE Group (``ICE Group Bylaws'').
The Proposed Rule Change is summarized as follows:
Certificate of Incorporation and Bylaws of ICE Inc. ICE Inc. would
take appropriate steps to incorporate voting and ownership
restrictions, provisions relating to the qualifications of directors
and officers and their submission to jurisdiction, compliance with the
federal securities laws, access to books and records, and other matters
related to its control of the U.S. Regulated Subsidiaries.
Specifically, the Fifth Amended and Restated Certificate of
Incorporation of ICE Inc. (the ``ICE Inc. Certificate'') \3\ and the
Second Amended and Restated Bylaws of ICE Inc. (the ``ICE Inc.
Bylaws'') \4\ would contain provisions to incorporate these concepts
with respect to itself, as well as its directors, officers, employees
and agents (as applicable):
---------------------------------------------------------------------------
\3\ The text of the proposed ICE Inc. Certificate is attached to
the Proposed Rule Change as Exhibit 5A.
\4\ The text of the proposed ICE Inc. Bylaws is attached to the
Proposed Rule Change as Exhibit 5B.
---------------------------------------------------------------------------
Voting and Ownership Restrictions in the ICE Inc.
Certificate. The ICE Inc. Certificate would contain voting and
ownership restrictions that will take effect only in the event ICE
Group does not hold all of the issued and outstanding shares of stock
of ICE Inc. The ICE Inc. Certificate would restrict any person, either
alone or together with its related persons, from having voting control
over ICE Inc. shares entitling the holder thereof to cast more than 10%
of the then outstanding votes entitled to be cast on a matter or
beneficially owning ICE Inc. shares representing more than 20% of the
outstanding votes entitled to be cast on a matter. The ICE Inc.
Certificate would provide that ICE Inc. will be required to disregard
any votes purported to be cast in excess of the voting restriction. In
the event that any person(s) exceeds the ownership restrictions, it
will be obligated to sell promptly, and ICE Inc. will be obligated to
purchase promptly, at a price equal to the par value of such shares and
to the extent funds are legally available for such purchase, the number
of shares of ICE Inc. necessary so that such person, together with its
related persons, will beneficially own shares of ICE Inc. representing
in the aggregate no more than 20% of the then outstanding votes
entitled to be cast on any matter, after taking into account that such
repurchased shares will become treasury shares and will no longer be
deemed to be outstanding. The ICE Inc. board of directors may waive the
voting and ownership restrictions if it makes certain determinations
and expressly resolves to permit the voting and ownership that is
subject to such restrictions, and such resolutions have been filed
with, and approved by, the Commission under Section 19(b) of the U.S.
Securities Exchange Act of 1934, as amended (together, with the rules
promulgated thereunder, the ``Exchange Act'') and filed with, and
approved by, the relevant European Regulators having appropriate
jurisdiction and authority. The ICE Inc. Certificate further provides
that the board of directors may not approve either voting or ownership
rights in excess of a 20% threshold with respect to any person that is
a Member of the Exchange, (an ``NYSE Member''), a Member of NYSE MKT
(including any person who is a related person of such member, a ``NYSE
MKT Member''), an ETP Holder of NYSE Arca Equities (an ``ETP Holder''),
or an OTP Holder or OTP Firm of NYSE Arca, (an ``OTP Holder'' and ``OTP
Firm,'' respectively), as each of these terms is defined in the ICE
Inc. Certificate.
Jurisdiction. The ICE Inc. Bylaws will provide that ICE
Inc. and its directors, and, to the extent they are involved in the
activities of the U.S. Regulated Subsidiaries, its officers, and those
of its employees whose principal place of business and residence is
outside the United States will be deemed to irrevocably submit to the
jurisdiction of the U.S. federal courts and the Commission for the
purposes of any suit, action or proceedings pursuant to the U.S.
federal securities laws and the rules or regulations thereunder,
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries. In addition, the ICE Inc. Bylaws would provide that, so
long as ICE Inc. directly or indirectly controls any U.S. Regulated
Subsidiary, the directors, officers and employees will be deemed to be
directors, officers and employees of such U.S. Regulated Subsidiaries
for purposes of, and subject to oversight pursuant to, the Exchange
Act. The ICE Inc. Bylaws would provide that ICE Inc. will take
reasonable steps necessary to cause its officers, directors and
employees to agree and consent in writing to the applicability to them
of these jurisdictional and oversight provisions with respect to their
activities related to any U.S. Regulated Subsidiary.
Books and Records. The ICE Inc. Bylaws would provide that
for so long as ICE Inc. directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of ICE Inc. will
be deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act, and that ICE Inc.'s books and records will at all times
be made available for inspection and copying by the Commission, and by
any U.S. Regulated Subsidiary to the extent they are related to the
activities of such U.S. Regulated Subsidiary or any other U.S.
Regulated Subsidiary over which such U.S. Regulated Subsidiary has
regulatory authority or oversight. In addition, ICE Inc.'s books and
records related to the U.S. Regulated Subsidiaries will be maintained
within the United States, except that to the extent that books and
records may relate to both European subsidiaries and U.S. Regulated
Subsidiaries, ICE Inc. may maintain such books and records either in
the home jurisdiction of one or more European subsidiaries or in the
United States.
Restrictions on Amendments to ICE Inc. Certificate and
Bylaws. The ICE Inc. Certificate would provide that before
[[Page 4991]]
any amendment to the ICE Inc. Certificate may be effectuated, such
amendment would need to be submitted to the board of directors of each
U.S. Regulated Subsidiary and, if so determined by any such board,
would need to be filed with, or filed with and approved by, the
Commission before such amendment may become effective. The ICE Inc.
Bylaws would include the same requirement.
Additional Matters. The ICE Inc. Bylaws would include
provisions regarding cooperation with the Commission and the U.S.
Regulated Subsidiaries, compliance with U.S. federal securities laws,
confidentiality of information regarding the U.S. Regulated
Subsidiaries' self-regulatory function, preservation of the
independence of the U.S. Regulated Subsidiaries' self-regulatory
function, and directors' consideration of the effect of ICE Inc.'s
actions on the U.S. Regulated Subsidiaries' ability to carry out their
respective responsibilities under the Exchange Act.
Proposed Amendments to NYX Holdings Operating
Agreement.\5\ The NYX Holdings Operating Agreement currently provides
that all membership interests in NYX Holdings must be held by ICE
Group. In order that ICE Group may contribute all of the membership
interests in NYX Holdings to ICE Inc., the NYX Holdings Operating
Agreement would be amended to reflect that ICE Inc. is the ``Member''
and previously was the ``Initial Member'', as those terms are used
throughout the NYX Holdings Operating Agreement, and to make
nonsubstantive conforming changes to the recitals and definitions.
---------------------------------------------------------------------------
\5\ The text of the proposed Second Amended and Restated Limited
Liability Company Operating Agreement of NYX Holdings is attached to
the Proposed Rule Change as Exhibit 5C.
---------------------------------------------------------------------------
Proposed Approval of Transfer of NYX Holdings Membership
Interests. NYX Holdings Operating Agreement currently provides that ICE
Group, as the sole member, may not transfer or assign any membership
interests of NYX Holdings to any person or entity without the
Commission's approval. ICE Group has adopted the resolutions in order
to permit ICE Group to transfer its membership interest in NYX Holdings
to ICE Inc. and to amend the NYX Holdings Operating Agreement to
reflect the change of ownership (the ``ICE Group 2013
Resolutions'').\6\ NYX Holdings has adopted resolutions making the
determinations required under the NYX Holdings Operating Agreement to
approve the assumption of ownership by ICE Inc. (the ``NYX Holdings
Resolutions'').\7\
---------------------------------------------------------------------------
\6\ A copy of the ICE Group 2013 Resolutions is attached to the
Proposed Rule Change as Exhibit 5D-1.
\7\ A copy of the NYX Holdings Resolutions is attached to the
Proposed Rule Change as Exhibit 5E.
---------------------------------------------------------------------------
The proposed Fifth Amended and Restated Certificate of
Incorporation of IntercontinentalExchange, Inc., effective as of the
consummation of the Transfer; the proposed Second Amended and Restated
Bylaws of IntercontinentalExchange, Inc., effective as of the
consummation of the Transfer; the proposed Second Amended and Restated
Limited Liability Company Agreement of NYSE Euronext Holdings LLC,
effective as of the consummation of the Transfer; the resolutions of
the Board of Directors of IntercontinentalExchange Group, Inc., adopted
by the Board of Directors of IntercontinentalExchange Group, Inc. on
December 13, 2013; the resolutions of the Board of Directors of
IntercontinentalExchange Group, Inc. that will be adopted by the Board
of Directors of IntercontinentalExchange Group, Inc. as of the
consummation of the Transfer; the resolutions of the Board of Managers
of NYSE Euronext Holdings LLC, that will be adopted by the Board of
Directors of NYSE Euronext Holdings LLC; and the proposed Second
Amended and Restated Bylaws of IntercontinentalExchange Group, Inc.,
effective as of the consummation of the Transfer are attached to the
Proposed Rule Change as Exhibits 5A, 5B, 5C, 5D-1, 5D-2, 5E and 5F,
respectively.
The text of the Proposed Rule Change is available at NYSE Arca, the
Commission's Public Reference Room, and on the Web site of NYSE Arca
(www.nyse.com). The text of Exhibits 5A through 5F to the Proposed Rule
Change is also available on NYSE Arca's Web site and on the
Commission's Web site (www.sec.gov/rules/sro.shtml).
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, NYSE Arca has included
statements concerning the purpose of, and basis for, the Proposed Rule
Change. The text of these statements may be examined at the places
specified in Item IV below. NYSE Arca has prepared summaries, set forth
in sections A, B and C below, of the most significant aspects 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 purpose of this rule filing is to adopt the rules necessary to
permit ICE Group to effect the Transfer.
1. Overview of the Transfer
NYSE Arca is submitting the Proposed Rule Change to the Commission
in connection with the transfer by ICE Group of all membership
interests in NYX Holdings to ICE Inc. Other than as described herein
and in the separate proposed rule changes filed by each NYSE Exchange,
ICE Group, ICE Inc. and the NYSE Exchanges do not plan to make any
changes to the regulated activities of the U.S. Regulated Subsidiaries
in connection with the Transfer. If ICE Group or ICE Inc. determines to
make any such changes to the regulated activities of any U.S. Regulated
Subsidiary, it will seek the approval of the Commission. The Proposed
Rule Change, if approved by the Commission, will not be effective until
the consummation of the Transfer.
ICE Inc. is a wholly owned subsidiary of ICE Group and a sister
subsidiary of NYX Holdings. ICE Group will contribute the equity
interests in NYX Holdings to ICE Inc., at which point NYX Holdings will
become a direct wholly owned subsidiary of ICE Inc., and the U.S.
Regulated Subsidiaries owned by NYX Holdings will become indirect
wholly owned subsidiaries of ICE Inc. ICE Group will continue as the
ultimate parent entity of NYX Holdings through ICE Inc.
2. Overview of ICE Inc. Following the Transaction
Following the Transfer, ICE Group will continue to hold all of the
equity interests in ICE Inc., and ICE Inc. will hold all the membership
interests in NYX Holdings. NYX Holdings will continue to hold (1) 100%
of the equity interests of NYSE Group (which, in turn, directly or
indirectly holds 100% of the equity interests of the U.S. Regulated
Subsidiaries) and (2) 100% of the equity interest of Euronext (which,
in turn, directly or indirectly holds 100% of the equity interests in
certain regulated trading markets in Belgium, France, the Netherlands,
Portugal and the United Kingdom). The Transfer is part of the process
pursuant to which ICE Group will prepare for the Euronext Sale.
The ICE Inc. Certificate and Bylaws will include ownership and
voting limitations and certain other provisions
[[Page 4992]]
to satisfy U.S. and European regulatory requirements as described in
detail in the Proposed Rule Change. These provisions are modeled on
provisions currently in the ICE Group Certificate of Incorporation and
Bylaws, as well as those in the NYX Holdings Operating Agreement.
Other than certain modifications described herein, the current
corporate structure, governance and self-regulatory independence and
separation of each U.S. Regulated Subsidiary will be preserved.
ICE Group and ICE Inc. acknowledge that to the extent either
becomes aware of possible violations of the rules of the Exchange, NYSE
Arca or NYSE MKT, it will be responsible for referring such possible
violations to each such exchange, respectively.
3. Proposed Approval of Transfer of NYX Holdings Membership Interests
Article VII of the current NYX Holdings Operating Agreement
provides that the sole Member, ICE Group, may not transfer or assign
any membership interests of NYX Holdings to any person or entity unless
such transfer shall (1) be filed with and approved by the Commission
under Section 19 of the Exchange Act and (2) filed with and approved by
the relevant European Regulators under the Applicable European Exchange
Regulations. ICE Group, as sole Member, has adopted the ICE Group 2013
Resolutions in order to permit ICE Group to transfer its membership
interests in NYX Holdings to ICE Inc. and to amend the NYX Holdings
Operating Agreement to reflect the change of ownership. NYX Holdings
has adopted the NYX Holdings Resolutions making the determinations
required under the NYX Holdings Operating Agreement to approve the
assumption of ownership by ICE Inc. NYSE Arca is requesting approval by
the Commission of the ICE Group 2013 Resolutions and the NYX Holdings
Resolutions to allow the Transfer to take place.
4. Proposed Amendments to Ownership and Voting Restrictions After the
Transfer
Overview
NYSE Arca is proposing that, effective as of the completion of the
Transfer, the ICE Inc. Certificate would contain voting and ownership
restrictions that are substantially identical to those currently in the
ICE Group Certificate and the NYX Holdings Operating Agreement and
would restrict any person, either alone or together with its related
persons, from having voting control over ICE Inc. shares entitling the
holder thereof to cause more than 10% of the votes entitled to be cast
on any matter or beneficially owning ICE Inc. shares representing more
than 20% of the outstanding votes that may be cast on any matter. These
limitations would apply only in the event that ICE Group does not own
all of the issued and outstanding stock in ICE Inc. and only for so
long as ICE Inc. directly or indirectly controls any U.S. Regulated
Subsidiary or any European Market Subsidiary.
Voting and Ownership Restrictions in the ICE Inc. Certificate
Under the Proposed Rule Change, the ICE Inc. Certificate would
provide that, in the event ICE Group does not own all of the issued and
outstanding shares of stock of ICE Inc., (1) no person, either alone or
together with its related persons (as defined in the ICE Inc.
Certificate), may be entitled to vote or cause the voting of shares of
stock of ICE Inc. beneficially owned by such person or its related
persons, in person or by proxy or through any voting agreement or other
arrangement, to the extent that such shares represent in the aggregate
more than 10% of the then outstanding votes entitled to be cast on such
matter, and (2) no person, either alone or together with its related
persons, may acquire the ability to vote more than 10% of the then
outstanding votes entitled to be cast on any such matter by virtue of
agreements or arrangements entered into with other persons to refrain
from voting shares of stock of ICE Inc. (the ``ICE Inc. Voting
Restriction'').\8\ The ICE Inc. Certificate will require ICE Inc. to
disregard any votes purported to be cast in excess of the ICE Inc.
Voting Restriction.
---------------------------------------------------------------------------
\8\ See ICE Inc. Certificate, Article V Section A.
---------------------------------------------------------------------------
In addition, the ownership restrictions in the ICE Inc. Certificate
would provide that, if such restrictions apply, no person, either alone
or together with its related persons, may at any time own beneficially
shares of ICE Inc. representing in the aggregate more than 20% of the
then outstanding votes entitled to be cast on any matter (the ``ICE
Inc. Ownership Restrictions'').\9\ If any person, either alone or
together with its related persons, owns shares of ICE Inc. in excess of
the ICE Inc. Ownership Restriction, then such person and its related
persons are obligated to sell promptly, and ICE Inc. is obligated to
purchase promptly, at a price equal to the par value of such shares and
to the extent funds are legally available for such purchase, the number
of shares of ICE Inc. necessary so that such person, together with its
related persons, will beneficially own shares of ICE Inc. representing
in the aggregate no more than 20% of the then outstanding votes
entitled to be cast on any matter, after taking into account that such
repurchased shares will become treasury shares and will no longer be
deemed to be outstanding.\10\
---------------------------------------------------------------------------
\9\ See ICE Inc. Certificate, Article V Section B.
\10\ See ICE Inc. Certificate, Article V Section B.4.
---------------------------------------------------------------------------
The ICE Inc. Certificate would provide that the ICE Inc. Voting
Restriction and the ICE Inc. Ownership Restriction would apply only for
so long as ICE Inc. directly or indirectly controls any U.S. Regulated
Subsidiary.
The ICE Inc. Voting Restriction applies to each person unless and
until (1) such person has delivered a notice in writing to the board of
directors of ICE Inc., not less than 45 days (or such shorter period as
the board of directors of ICE Inc. expressly permits) prior to any
vote, of such person's intention, either alone or together with its
related persons, to vote or cause the voting of shares of ICE Inc.
stock beneficially owned by such person or its related persons in
excess of the ICE Inc. Voting Restriction; (2) the board of directors
of ICE Inc. has resolved to expressly permit such voting; and (3) such
resolution has been filed with, and approved by, the Commission under
Section 19(b) of the Exchange Act \11\ and filed with, and approved by,
the relevant European Regulators having appropriate jurisdiction and
authority.\12\ Subject to its fiduciary duties under applicable law,
the ICE Inc. board of directors may not adopt any resolution pursuant
to the foregoing clause (2) unless the board has determined that the
exercise of such voting rights (or the entering into of a voting
agreement), as applicable:
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b).
\12\ See ICE Inc. Certificate, Article V Section A.2.
---------------------------------------------------------------------------
Will not impair the ability of any U.S. Regulated
Subsidiary, ICE Inc., NYX Holdings or NYSE Group to discharge their
respective responsibilities under the Exchange Act and the rules and
regulations thereunder;
will not impair the ability of any European Market
Subsidiary, ICE Inc., NYX Holdings or Euronext NV to discharge their
respective responsibilities under the European Exchange Regulations (as
defined in the ICE Inc. Bylaws);
is otherwise in the best interests of ICE Inc., its
stockholder(s), the U.S. Regulated Subsidiaries and the European Market
Subsidiaries, and will not impair the Commission's ability to
[[Page 4993]]
enforce the Exchange Act or the European Regulators' ability to enforce
the European Exchange Regulations;
for so long as ICE Inc. directly or indirectly controls
NYSE Arca, Inc. or NYSE Arca Equities or any facility of NYSE Arca,
neither such person nor any of its related persons is an ETP Holder, an
OTP Holder or an OTP Firm; and
for so long as ICE Inc. directly or indirectly controls
the Exchange or NYSE Market, neither such person nor any of its related
persons is a NYSE Member;
for so long as ICE Inc. directly or indirectly controls
NYSE MKT, neither such person nor any of its related persons is an MKT
Member; and
neither such person nor any of its related persons is a
U.S. Disqualified Person or a European Disqualified Person (as such
terms are defined in the ICE Inc. Certificate).\13\
---------------------------------------------------------------------------
\13\ See ICE Inc. Certificate, Article V Sections A.3(c)(i),
A.3(d)(i) and B.3(c)(i).
---------------------------------------------------------------------------
The ICE Inc. Ownership Restriction applies to each person unless
and until (1) such person has delivered a notice in writing to the
board of directors of ICE Inc., not less than 45 days (or such shorter
period as the board of directors of ICE Inc. expressly permits) prior
to the acquisition of any shares of ICE Inc. that would cause such
person, either alone or together with its related persons, to exceed
the ICE Inc. Ownership Restriction, of such person's intention, either
alone or together with its related persons, to acquire such ownership;
(2) the board of directors of ICE Inc. has resolved to expressly permit
such ownership; and (3) such resolution has been filed with, and
approved by, the Commission under Section 19(b) of the Exchange Act
\14\ and filed with, and approved by, the relevant European Regulators
having appropriate jurisdiction and authority.\15\ Subject to its
fiduciary duties under applicable law, the ICE Inc. board of directors
may not adopt any resolution pursuant to the foregoing clause (2)
unless the board has determined that such ownership:
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\14\ 15 U.S.C. 78s(b).
\15\ See ICE Inc. Certificate, Article V Section B.2.
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Will not impair the ability of any U.S. Regulated
Subsidiary, ICE Inc., NYX Holdings or NYSE Group to discharge their
respective responsibilities under the Exchange Act and the rules and
regulations thereunder;
will not impair the ability of any European Market
Subsidiary, ICE Inc., NYX Holdings or Euronext NV to discharge their
respective responsibilities under the European Exchange Regulations (as
defined in the ICE Inc. Bylaws);
is otherwise in the best interests of ICE Inc., its
stockholder(s), the U.S. Regulated Subsidiaries and the European Market
Subsidiaries, and will not impair the Commission's ability to enforce
the Exchange Act or the European Regulators' ability to enforce the
European Exchange Regulations;
for so long as ICE Inc. directly or indirectly controls
NYSE Arca, Inc. or NYSE Arca Equities or any facility of NYSE Arca,
neither such person nor any of its related persons is an ETP Holder, an
OTP Holder or an OTP Firm;
for so long as ICE Inc. directly or indirectly controls
the Exchange or NYSE Market, neither such person nor any of its related
persons is a NYSE Member;
for so long as ICE Inc. directly or indirectly controls
NYSE MKT, neither such person nor any of its related persons is an MKT
Member; and
neither such person nor any of its related persons is a
U.S. Disqualified Person or a European Disqualified Person.
In order to allow ICE Inc. to own and vote all of the outstanding
common stock of NYX Holdings after the Transfer, ICE Inc. has delivered
written notice to the board of NYX Holdings pursuant to the procedures
set forth in the NYX Holdings Operating Agreement requesting approval
of its voting and ownership of NYX Holdings shares in excess of the
Voting Restriction and the Ownership Restriction applicable to NYX
Holdings. Among other things, in this notice, ICE Inc. represented to
the board of NYX Holdings that neither it, nor any of its related
persons, is (1) an NYSE Member; (2) an NYSE MKT Member; (3) an ETP
Holder; (4) an OTP Holder or OTP Firm; or (5) a U.S. Disqualified
Person or a European Disqualified Person.
On December 13, 2013, the board of directors of ICE Group adopted
the ICE Group 2013 Resolutions to authorize and instruct the transfer
ownership of NYX Holdings to ICE Inc. On ----, 2014, the board of
managers of NYX Holdings, acting by unanimous written consent, adopted
the NYX Holdings Resolutions to permit ICE Inc., either alone or with
its related persons, to exceed the Voting Restriction and the Ownership
Restriction applicable to NYX Holdings. In adopting such resolutions,
the board of managers of NYX Holdings made the necessary determinations
set forth in the NYX Holdings Operating Agreement (which are similar to
those set forth above) and approved the submission of the Proposed Rule
Change to the Commission.
5. Additional Matters To Be Addressed in the ICE Inc. Certificate and
Bylaws \16\
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\16\ The ICE Inc. Certificate and Bylaws will also set forth
certain restrictions and requirements relating to ICE Group's [sic]
European subsidiaries and applicable European regulatory matters,
which will be substantially consistent with the analogous
restrictions and requirements applicable with respect to ICE Group's
[sic] U.S. Regulated Subsidiaries and U.S. regulatory matters.
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Jurisdiction Over Individuals
Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that ICE Inc. and its directors, and, to the extent that they are
involved in the activities of the U.S. Regulated Subsidiaries, ICE
Inc.'s officers and those of its employees whose principal place of
business and residence is outside the United States, would be deemed to
irrevocably submit to the jurisdiction of the U.S. federal courts and
the Commission for the purposes of any suit, action or proceeding
pursuant to the U.S. federal securities laws, and the rules and
regulations thereunder, commenced or initiated by the Commission
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries. The ICE Inc. Bylaws would also provide that, with respect
to any such suit, action, or proceeding brought by the Commission, ICE
Inc. and its directors, officers and employees would (1) be deemed to
agree that ICE Inc. may serve as U.S. agent for purposes of service of
process in such suit, action, or proceedings relating to ICE Inc. or
any of its subsidiaries; and (2) be deemed to waive, and agree not to
assert by way of motion, as a defense or otherwise, in any such suit,
action, or proceeding, any claims that it or they are not personally
subject to the jurisdiction of the Commission, that the suit, action,
or proceeding is an inconvenient forum or that the venue of the suit,
action, or proceedings is improper, or that the subject matter thereof
may not be enforced in or by the U.S. federal courts of the
Commission.\17\
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\17\ See ICE Inc. Bylaws, Section 7.1.
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In addition, the ICE Inc. Bylaws would provide that, so long as ICE
Inc. directly or indirectly controls any U.S. Regulated Subsidiary, the
directors, officers and employees of ICE Inc. will be deemed to be
directors, officers and employees of such U.S. Regulated Subsidiaries
for purposes of, and subject to oversight pursuant to, the Exchange
Act.\18\
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\18\ See ICE Inc. Bylaws, Section 8.4.
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The ICE Inc. Bylaws would provide that ICE Inc. will take
reasonable steps necessary to cause its directors, officers and
employees, prior to accepting a
[[Page 4994]]
position as an officer, director or employee, as applicable, of ICE
Inc. to agree and consent in writing to the applicability to them of
these jurisdictional and oversight provisions with respect to their
activities related to any U.S. Regulated Subsidiary.\19\
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\19\ See ICE Inc. Bylaws, Section 9.3.
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NYSE Arca anticipates that the functions and activities of each
U.S. Regulated Subsidiary generally will be carried out by the officers
and directors of such U.S. Regulated Subsidiary, over each of whom the
Commission has direct authority pursuant to Section 19(h)(4) of the
Exchange Act.\20\
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\20\ 15 U.S.C. 78s(h)(4).
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Access to Books and Records
Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that for so long as ICE Inc. directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of ICE Inc. will
be deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act.\21\ In addition, ICE Inc.'s books and records related to
the U.S. Regulated Subsidiaries will be maintained within the United
States, except that to the extent that books and records may relate to
both European subsidiaries and U.S. Regulated Subsidiaries, ICE Inc.
may maintain such books and records either in the home jurisdiction of
one or more European subsidiaries or in the United States.\22\ The ICE
Inc. Bylaws also would provide that ICE Inc.'s books and records will
at all times be made available for inspection and copying by the
Commission, and any U.S. Regulated Subsidiary to the extent they are
related to the activities of the U.S. Regulated Subsidiary or any other
U.S. Regulated Subsidiary over which such U.S. Regulated Subsidiary has
regulatory authority or oversight.\23\
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\21\ See ICE Inc. Bylaws, Section 8.4.
\22\ See ICE Inc. Bylaws, Sections 8.4 and 8.6.
\23\ See ICE Inc. Bylaws, Section 8.3.
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Additional Matters
Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that ICE Inc. will comply with the U.S. federal securities laws and the
rules and regulations thereunder, and will cooperate with the
Commission and with the U.S. Regulated Subsidiaries pursuant to and to
the extent of their respective regulatory authority.\24\ In addition,
ICE Inc. would be required to take reasonable steps necessary to cause
its agents to cooperate with the Commission and, where applicable, the
U.S. Regulated Subsidiaries pursuant to their regulatory authority.\25\
The ICE Inc. Bylaws would also provide that, in discharging his or her
responsibilities as a member of the ICE Inc. board of directors or as
an officer or employee of ICE Inc., each such director, officer or
employee will (a) comply with the U.S. federal securities laws and the
rules and regulations thereunder; (b) cooperate with the Commission;
and (c) cooperate with the U.S. Regulated Subsidiaries pursuant to and
to the extent of their regulatory authority (but this provision will
not create any duty owed by any director, officer or employee of ICE
Inc. to any person to consider, or afford any particular weight to, any
such matters or to limit his or her consideration of such matters).\26\
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\24\ See ICE Inc. Bylaws, Section 9.l.
\25\ See id.
\26\ See ICE Inc. Bylaws, Section 3.14(b).
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The ICE Inc. Bylaws would also provide that all confidential
information that comes into the possession of ICE Inc. pertaining to
the self-regulatory function of any U.S. Regulated Subsidiary will (a)
not be made available to any persons other than to those officers,
directors, employees and agents of ICE Inc. that have a reasonable need
to know the contents thereof; (b) be retained in confidence by ICE Inc.
and the officers, directors, employees and agents of ICE Inc.; and (c)
not be used for any commercial purposes.\27\ In addition, the ICE Inc.
Bylaws would provide that these obligations regarding such confidential
information will not be interpreted so as to limit or impede (i) the
rights of the Commission or the relevant U.S. Regulated Subsidiary to
have access to and examine such confidential information pursuant to
the U.S. federal securities laws and the rules and regulations
thereunder; or (ii) the ability of any officers, directors, employees
or agents of ICE Inc. to disclose such confidential information to the
Commission or any U.S. Regulated Subsidiary.\28\
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\27\ See ICE Inc. Bylaws, Section 8.1.
\28\ See ICE Inc. Bylaws, Section 8.2.
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In addition, the ICE Inc. Bylaws would provide that ICE Inc. and
its directors, officers and employees will give due regard to the
preservation of the independence of the self-regulatory function of the
U.S. Regulated Subsidiaries (to the extent of each U.S. Regulated
Subsidiary's self-regulatory function) and to its obligations to
investors and the general public, and will not take any actions that
would interfere with the effectuation of any decisions by the board of
directors or managers of any U.S. Regulated Subsidiary relating to its
regulatory responsibilities (including enforcement and disciplinary
matters) or that would interfere with the ability of such U.S.
Regulated Subsidiary to carry out its responsibilities under the
Exchange Act.\29\
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\29\ See ICE Inc. Bylaws, Section 9.4.
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Finally, the ICE Inc. Bylaws would provide that each director of
ICE Inc. would, in discharging his or her responsibilities, to the
fullest extent permitted by applicable law, take into consideration the
effect that ICE Inc.'s actions would have on the ability of (a) the
U.S. Regulated Subsidiaries to carry out their responsibilities under
the Exchange Act; and (b) the U.S. Regulated Subsidiaries, NYSE Group,
NYX Holdings and ICE Inc. to (1) engage in conduct that fosters and
does not interfere with the ability of the U.S. Regulated Subsidiaries,
NYSE Group, NYX Holdings and ICE Inc. to prevent fraudulent and
manipulative acts and practices in the securities markets; (2) promote
just and equitable principles of trade in the securities markets; (3)
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities; (4) remove impediments to and
perfect the mechanisms of a free and open market in securities and a
U.S. national securities market system; and (5) in general, protect
investors and the public interest.\30\
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\30\ See ICE Inc. Bylaws, Section 3.14(a). This requirement
would not, however, create any duty owed by any director, officer or
employee of ICE Inc. to any person to consider, or afford any
particular weight to, any of the foregoing matters or to limit his
or her consideration to such matters. See ICE Inc. Bylaws, Section
3.14(c).
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Amendments to the ICE Inc. Certificate and Bylaws
Under the Proposed Rule Change, the ICE Inc. Bylaws would provide
that, before any amendment to or repeal of any provision of the ICE
Inc. Bylaws shall be effective, such amendment or repeal shall be
submitted to the board of directors of each U.S. Regulated Subsidiary
(or the boards of directors of their successors) and if any or all of
such boards of directors determine that, before such amendment or
repeal may be effectuated, the same must be filed with, or filed with
and approved by, the Commission pursuant to Section 19 of the Exchange
Act and the rules promulgated thereunder, then the same will not be
effectuated until filed with, or filed with and approved by, the
Commission, as the case may be.\31\ These requirements would also apply
to
[[Page 4995]]
any action by ICE Inc. that would have the effect of amending or
repealing any provisions of the ICE Inc. Certificate.\32\
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\31\ See ICE Inc. Bylaws, Section 11.3.
\32\ See ICE Inc. Certificate, Article IX(C).
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6. Proposed Amendment to the NYX Holdings Operating Agreement
In addition, NYSE Arca proposes that the NYX Holdings Operating
Agreement be amended to reflect that ICE Inc. will be the sole member
of the LLC as a result of ICE Group's transfer of the membership
interest in NYX Holdings to ICE Inc.\33\ The NYX Holdings Operating
Agreement also would be amended to reflect that ICE Inc. previously was
the ``Initial Member'', to delete references to NYSE Euronext LLC and
to make nonsubstantive conforming changes to the recitals and
definitions.
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\33\ See NYX Holdings Operating Agreement, Preamble.
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7. Proposed Amendment to the ICE Group Bylaws
The provisions in the ICE Group Certificate establishing the
standard for each director's approval of ownership or voting rights in
excess of the limitations in the ICE Group Certificate do not currently
require a director to consider whether such approval would impair the
ability of ICE Inc. and NYX Holdings to comply with the Exchange Act
and the rules and regulations thereunder.\34\ Also, the provisions in
the ICE Group Bylaws establishing the standards for the Board's
approval of any action by ICE Group does not currently require a
director to take into consideration the effect that such action would
have on the ability of ICE Inc. and NYX Holdings (a) to engage in
conduct that fosters and does not interfere with the ability of each
such entity to prevent fraudulent and manipulative acts and practices
in the securities markets; (b) to promote just and equitable principles
of trade in the securities markets; (c) to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities; (d) to remove impediments to and perfect the mechanisms
of a free and open market in securities and a U.S. national securities
market system; and (e) in general, to protect investors and the public
interest.\35\ Under the Proposed Rule Change, the ICE Group Bylaws
would be amended to add references to ICE Inc. and NYX Holdings in each
such provision.\36\
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\34\ ICE Group Certificate, Article V, Sections A.3(a)(i) and
B.3(a)(i).
\35\ ICE Group Bylaws, Section 3.14(a)(3).
\36\ Resolutions of the Board of Directors of ICE Group
approving these amendments are attached to the Proposed Rule Change
as Exhibit 5D-2 (the ``ICE Group 2014 Resolutions''). The proposed
amendments to the ICE Group Bylaws are attached as Exhibit 5F to the
Proposed Rule Change. See Proposed ICE Group Bylaws 3.14(a)(3) and
3.15(g).
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2. Statutory Basis
NYSE Arca believes that this filing is consistent with Section 6(b)
of the Exchange Act \37\ in general, and furthers the objectives of
Section 6(b)(1) \38\ in particular, in that it enables NYSE Arca 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 NYSE Arca Equities. With
respect to the ability of the Commission to enforce the Exchange Act as
it applies to the U.S. Regulated Subsidiaries after the Transfer, the
U.S. Regulated Subsidiaries will operate in the same manner following
the Transfer as they operate today. Thus, the Commission will continue
to have plenary regulatory authority over the U.S. Regulated
Subsidiaries, as is the case currently with these entities. The
Proposed Rule Change is consistent with and will facilitate an
ownership structure that will provide the Commission with appropriate
oversight tools to ensure that the Commission will have the ability to
enforce the Exchange Act with respect to each U.S. Regulated
Subsidiary, its direct and indirect parent entities and its directors,
officers, employees and agents to the extent they are involved in the
activities of such U.S. Regulated Subsidiary.
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\37\ 15 U.S.C. 78f(b).
\38\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
NYSE Arca also believes that this filing furthers the objectives of
Section 6(b)(5) of the Exchange Act \39\ because the Proposed Rule
Change summarized herein 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.
---------------------------------------------------------------------------
\39\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
NYSE Arca 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 relates to an internal reorganization of subsidiaries of ICE
Group and is not designed to address any competitive issue in the U.S.
securities markets, or have any impact on competition in those markets.
The Proposed Rule Change is part of ICE Group's process to implement
the Euronext Sale. The Euronext Sale will be subject to review and
approval by multiple European regulators.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
NYSE Arca has neither solicited nor received written comments on
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 up to 90 days after
publication (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.
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-2014-08 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.
[[Page 4996]]
All submissions should refer to File Number SR-NYSEArca-2014-08. 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 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-2014-08, and should
be submitted on or before February 20, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\40\
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\40\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-01810 Filed 1-29-14; 8:45 am]
BILLING CODE 8011-01-P
