Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing of Proposed Rule Change to Provide That the Options Clearing Corporation's President Will Be Its Chief Operating Officer, and That the President Will Not Be a Management Director, 66440-66442 [2014-26460]
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mstockstill on DSK4VPTVN1PROD with NOTICES
66440
Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices
q. Indicator for quote leader—‘‘1’’ if the
receiving market is the first market to post
the NBB for a sell or NBO for a buy (as
applicable);
r. Average execution price-share-weighted
average that includes only executions on the
receiving market;
s. Average execution time-share-weighted
average period that includes only executions
on the receiving market;
t. Executed shares—the number of shares
in the order that are executed;
u. Canceled shares—the number of shares
in the order that are canceled;
v. Routed shares—the number of shares in
the order that are routed to another exchange
or market;
w. Routed average execution price-share—
weighted average that includes only shares
routed away from the receiving market;
x. Average routed execution time-share—
weighted average period that includes only
executions on the routed markets; and
y. Indicator for special handling
instructions (for example, slide, discretion,
eligible counterparty, minimum quantity)—
identifies orders that contain instructions
that could result in delayed execution or an
execution price other than the quote.
III. Daily Market Maker Registration
Statistics—Each Participant that is a National
Securities Exchange will collect daily Market
Maker registration statistics categorized by
security, including the following columns of
information:
a. Ticker Symbol;
b. SRO;
c. Number of registered market makers; and
d. Number of other registered liquidity
suppliers.
IV. Daily Market Maker Participation
Statistics—Each Participant will collect daily
Market Maker participation statistics with
respect to each Market Maker engaging in
trading activity on the trading center
operated by the Participant. With respect to
each Market Maker, the Participant will
collect such statistics irrespective of whether
the Market Maker is registered with the
Participant. The participation statistics will
be categorized by security, including the
columns of information listed below, except
that a Participant that is a national securities
association will not be required to collect
such statistics unless a Market Maker
registers with its Alternative Display Facility
prior to or during the Pilot Period:
a. Ticker Symbol;
b. Share participation—the number of
shares purchased or sold by Market Makers
in a principal trade, not including riskless
principal. When aggregating across Market
Makers, share participation will be an
executed share-weighted average per Market
Maker;
c. Trade participation—the number of
purchases and sales by Market Makers in a
principal trade, not including riskless
principal. When aggregating across Market
Makers, trade participation will be a tradeweighted average per Market Maker;
d. Cross-quote share (trade) participation—
the number of shares purchased (the number
of purchases) at or above the NBO and the
number of shares sold (the number of sales)
at or below the NBB at the time of the trade;
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e. Inside-the-quote share (trade)
participation—the number of shares
purchased (the number of purchases) and the
number of shares sold (the number of sales)
between the NBBO at the time of the trade;
f. At-the-quote share (trade) participation—
the number of shares purchased (the number
of purchases) that are equal to the National
Best Bid price and the number of shares sold
(the number of sales) that are equal to the
National Best Offer price at the time of or
immediately before the trade. In the case of
a downward moving National Best Bid or
Offer, the National Best Bid or National Best
Offer price immediately before the trade will
be used; and
g. Outside-the-quote share (trade)
participation—the number of shares
purchased (the number of purchases) that are
less than the National Best Bid price and the
number of shares sold (the number of sales)
that are greater than the National Best Offer
price at the time of or immediately before the
trade. In the case of a downward moving
National Best Bid or Offer, the National Best
Bid or National Best Offer price immediately
before the trade will be used.
Appendix C—Data Collected by Market
Makers
Each Participant that is the Designated
Examining Authority of a Market Maker will
require such Market Maker to collect the data
described in Item I with respect to orders and
executions in Pilot Securities on any trading
center and to transmit such data in a pipe
delimited format to the Designated
Examining Authority on a monthly basis, to
be provided within 30 calendar days
following month end. Data will only be
collected with respect to those orders and
executions occurring during Regular Trading
Hours. The data will be provided for dates
starting six months prior to the Pilot Period
through six months after the end of the Pilot
Period. Each Designated Examining
Authority will be responsible for aggregating
the data provided by the Market Makers
under Item I and providing the data
described in Item II in a pipe delimited
format to the SEC.
I. Market Maker Profitability—Daily Market
Maker profitability statistics categorized by
security, including the following columns of
information:
a. Total number of shares of orders
executed by the Market Maker;
b. Raw Market Maker realized trading
profits—the difference between the market
value of Market Maker sales (shares sold x
price) and the market value of Market Maker
purchases (shares purchased x price). A
LIFO-like method will be used for
determining which share prices to use in the
calculation;
c. Market Maker realized trading profits net
of fees and rebates—realized trading profits
plus rebates the Market Maker collects from
trading on that day minus access fees the
Market Maker pays for trading on that day (if
estimated before allocation of rebates and
fees, use expected rebates and fees); and
d. Raw Market Maker unrealized trading
profits—the difference between the purchase
or sale price of the end-of-day inventory
position of the Market Maker and the Closing
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Frm 00090
Fmt 4703
Sfmt 4703
Price. In case of a short position, the Closing
Price from the sale will be subtracted. In the
case of a long position, the purchase price
will be subtracted from the Closing Price.
II. Aggregated Market Maker Profitability—
Total Daily Market Maker profitability
statistics categorized by security, including
the following columns of information:
a. Total Raw Market Maker realized trading
profits—the difference between the market
value of Market Maker sales (shares sold x
price) and the market value of Market Maker
purchases (shares purchased x price). A
LIFO-like method will be used for
determining which share prices to use in the
calculation;
b. Volume-weighted average of Raw Market
Maker realized trading profits;
c. Total Market Maker realized trading
profits net of fees and rebates—realized
trading profits plus rebates the Market Maker
collects from trading on that day minus
access fees the Market Maker pays for trading
on that day (if estimated before allocation of
rebates and fees, use expected rebates and
fees);
d. Volume-weighted average of Market
Maker realized trading profits net of fees and
rebates;
e. Total Raw Market Maker unrealized
trading profits—the difference between the
purchase or sale price of the end-of-day
inventory position of the Market Maker and
the Closing Price. In case of a short position,
the Closing Price from the sale will be
subtracted. In the case of a long position, the
purchase price will be subtracted from the
Closing Price; and
f. Volume-weighted average of Market
Maker unrealized trading profits.
[FR Doc. 2014–26463 Filed 11–6–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73497; File No. SR–OCC–
2014–18]
Self-Regulatory Organizations; The
Options Clearing Corporation; Notice
of Filing of Proposed Rule Change to
Provide That the Options Clearing
Corporation’s President Will Be Its
Chief Operating Officer, and That the
President Will Not Be a Management
Director
November 3, 2014.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
31, 2014, The Options Clearing
Corporation, (‘‘OCC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by OCC. The Commission is publishing
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
E:\FR\FM\07NON1.SGM
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Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices
this notice to solicit comments on the
proposed rule change from interested
persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
This proposed rule change by OCC
would revise OCC’s By-Laws to provide
that OCC’s President will be its Chief
Operating Officer, rather than its Chief
Executive Officer, and that the President
will not be a Management Director.
Conforming amendments are also
proposed to OCC’s Stockholders
Agreement, Board of Directors Charter
and Fitness Standards for Directors,
Clearing Members and Others.
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission,
OCC included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. OCC has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of these statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
mstockstill on DSK4VPTVN1PROD with NOTICES
1. Purpose
The purpose of this proposed rule
change is to provide that OCC’s
President will be its Chief Operating
Officer, rather than its Chief Executive
Officer, and that the President will not
be a Management Director. These
changes are proposed to be made in
connection with the resignation of
OCC’s former President and Chief
Executive Officer, a transition plan that
includes the election of OCC’s current
Chief Operating Officer as President and
Chief Operating Officer, and the
appointment of an Ad Hoc Search
Committee to identify an appropriate
candidate to become OCC’s Chief
Executive Officer (collectively, the
‘‘Transition Plan’’). OCC’s Board of
Directors has determined that in light of
the resignation of the former President
and Chief Executive Officer and the
election of the current Chief Operating
Officer as President, the positions of
President and Chief Executive Officer
should be separated and the position of
President should instead be combined
with the position of Chief Operating
Officer. To reflect this change, OCC is
proposing to revise Section 8 of Article
IV of its By-Laws to state that the
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19:12 Nov 06, 2014
Jkt 235001
President will be OCC’s Chief Operating
Officer, rather than its Chief Executive
Officer.
While OCC’s existing By-Laws
provide that the President, who is also
the Chief Executive Officer, serves as a
Management Director on OCC’s Board of
Directors, given the separation of the
President and Chief Executive Officer
positions and the pending search for a
new Chief Executive Officer, OCC’s
Board of Directors has also determined
that the President should not be a
Management Director. Accordingly,
OCC proposes to amend its By-Laws
such that the President is not a
Management Director. To reflect this
change, OCC is proposing to revise
Section 7 of Article III of its By-Laws to
refer only to the Executive Chairman,
and not the President, as a Management
Director. OCC also proposes to make a
conforming revision to Section 8 of
Article IV of its By-Laws to state that the
President will not preside at meetings of
the Board of Directors or the
stockholders in the absence or disability
of the Executive Chairman and the
Management Vice Chairman because the
President will no longer serve as a
Management Director.
OCC is also proposing amendments to
its Stockholder Agreement, Board of
Directors Charter and Fitness Standards
for Directors, Clearing Members and
Others. In each case, conforming
changes would be made to provide that
only the Executive Chairman, not the
President, will serve as a Management
Director.
Once a replacement Chief Executive
Officer has been elected by the Board of
Directors, OCC intends to reconsider the
appropriate number of Management
Directors. The currently proposed rule
change represents a short-term measure
to implement the Transition Plan, and
OCC does not intend a permanent
change in the composition of the Board
of Directors. Therefore, once OCC’s
Board of Directors has elected a Chief
Executive Officer, OCC would propose
further changes to its By-Laws,
Stockholders Agreement, Board of
Directors Charter and Fitness Standards
for Directors, Clearing Members and
Others. OCC believes that the short-term
flexibility reflected in the foregoing
changes will assist OCC and its Board of
Directors in implementing the
Transition Plan efficiently and
governing OCC effectively.
2. Statutory Basis
OCC believes the proposed rule
change is consistent with Section
17A(b)(3)(F) of the Act 3 because the
proposed rule change would remove
impediments to and perfect the
mechanism of a national system for the
prompt and accurate clearance and
settlement of securities transactions. As
described above, recent changes at OCC
have prompted initiation of the
Transition Plan. This proposed rule
change will promote transparency with
respect to the Transition Plan because it
will clarify who may and who may not
be a Board member from a senior
management perspective. In addition,
the proposed rule change is consistent
with Section 17A(b)(3)(I) 4 of the Act
because it will not impose a burden on
competition. The Transition Plan will
allow OCC to continue to provide
clearance and settlement service
without affecting competition between
clearing members, clearing agencies and
market participants because the
Transition Plan will facilitate
uninterrupted, ongoing, operations at
OCC notwithstanding the above
described change at OCC. The proposed
rule change is not inconsistent with the
existing rules of OCC, including any
other rules proposed to be amended.
(B) Clearing Agency’s Statement on
Burden on Competition
OCC does not believe that the
proposed rule change would impose any
burden on competition.5 Changes to the
rules of a clearing agency may have an
impact on the participants in a clearing
agency and the markets that the clearing
agency serves. This proposed rule
change primarily affects OCC in that it
amends certain By-Laws governing
OCC’s management structure. The
proposed modifications would not
unfairly inhibit access to OCC’s services
or disadvantage or favor any particular
user in relationship to another user
because they relate to OCC governance
issues and would not impose any
additional substantive burden on
clearing members or other OCC
participants.
For the foregoing reasons, OCC
believes that the proposed rule change
is in the public interest, would be
consistent with the requirements of the
Act applicable to clearing agencies and
would not impose a burden on
competition.
(C) Clearing Agency’s Statement on
Comments on the Proposed Rule
Change Received From Members,
Participants, or Others
Written comments on the proposed
rule change were not and are not
intended to be solicited with respect to
4 15
3 15
PO 00000
U.S.C. 78q–1(b)(3)(F).
Frm 00091
Fmt 4703
Sfmt 4703
66441
5 15
U.S.C. 78q–1(b)(3)(I).
U.S.C. 78q–1(b)(3)(I).
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66442
Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices
the proposed rule change and none have
been received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self- regulatory organization
consents, the Commission will:
(A) by order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
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:
mstockstill on DSK4VPTVN1PROD with NOTICES
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–
OCC–2014–18 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–OCC–2014–18. 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
VerDate Sep<11>2014
19:12 Nov 06, 2014
Jkt 235001
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 OCC and on OCC’s Web site
https://www.theocc.com/components/
docs/legal/rules_and_bylaws/sr_occ_14_
18.pdf. All comments received will be
posted without change; the Commission
does not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–OCC–2014–18 and should
be submitted on or before November 28,
2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–26460 Filed 11–6–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73512; File No. SR–
NYSEArca–2014–107]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change, as Modified by
Amendment No. 1 Thereto, To Reflect
Changes to the Means of Achieving the
Investment Objective Applicable to the
Guggenheim Enhanced Short Duration
ETF
November 3, 2014.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on October
21, 2014, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. On October 29, 2014, the
Exchange filed Amendment No. 1 to the
proposal.4 The Commission is
publishing this notice to solicit
comments on the proposed rule change,
6 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78s(b)(1).
3 17 CFR 240.19b–4.
4 Amendment No. 1 clarified the last sentence in
footnote 6 of the proposed rule change filing and
footnote 7 of the Exchange’s Exhibit 1 by replacing
the sentence with the following: ‘‘The asset-back
securities in which the Fund may invest include
collateralized debt obligations, as described in the
Prior Release.’’
1 15
PO 00000
Frm 00092
Fmt 4703
Sfmt 4703
as modified by Amendment No. 1
thereto, from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes to submit a
rule change to reflect changes to the
means of achieving the investment
objective applicable to the Guggenheim
Enhanced Short Duration ETF (the
‘‘Fund’’). The shares of the Fund are
currently listed and traded on the
Exchange under NYSE Arca Equities
Rule 8.600. The text of the proposed
rule change is available on the
Exchange’s Web site at www.nyse.com,
at the principal office of the Exchange,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Commission has approved listing
and trading on the Exchange of shares
(‘‘Shares’’) of the Guggenheim Enhanced
Short Duration ETF, a series of
Claymore Exchange-Traded Fund Trust
(the ‘‘Trust’’),5 under NYSE Arca
5 See Securities Exchange Act Release No. 64550
(May 26, 2011), 76 FR 32005 (June 2, 2011) (SR–
NYSEArca–2011–11) (order approving listing and
trading on the Exchange of the Guggenheim
Enhanced Core Bond ETF and Guggenheim
Enhanced Ultra-Short Bond ETF) (‘‘Prior Order’’).
See also Securities Exchange Act Release No. 64224
(April 7, 2011), 76 FR 20401 (April 12, 2011) (SR–
NYSEArca–2011–11) (‘‘Prior Notice,’’ and together
with the Prior Order, the ‘‘Prior Release’’). The
name of the Guggenheim Enhanced Ultra-Short
Bond ETF was changed to the Guggenheim
Enhanced Short Duration Bond ETF in a
supplement to the Registration Statement (as
defined below) effective December 5, 2011, and was
further changed to Guggenheim Enhanced Short
Duration ETF in a supplement to the Registration
Statement (as defined below) effective September
27, 2013 (‘‘September 27, 2013 Amendment’’). The
Fund and the Shares are currently in compliance
with the listing standards and other rules of the
Exchange and the requirements set forth in the Prior
Release.
E:\FR\FM\07NON1.SGM
07NON1
]]>Agencies
[Federal Register Volume 79, Number 216 (Friday, November 7, 2014)]
[Notices]
[Pages 66440-66442]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-26460]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73497; File No. SR-OCC-2014-18]
Self-Regulatory Organizations; The Options Clearing Corporation;
Notice of Filing of Proposed Rule Change to Provide That the Options
Clearing Corporation's President Will Be Its Chief Operating Officer,
and That the President Will Not Be a Management Director
November 3, 2014.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on October 31, 2014, The Options Clearing Corporation, (``OCC'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II and III below, which
Items have been prepared by OCC. The Commission is publishing
[[Page 66441]]
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. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
This proposed rule change by OCC would revise OCC's By-Laws to
provide that OCC's President will be its Chief Operating Officer,
rather than its Chief Executive Officer, and that the President will
not be a Management Director. Conforming amendments are also proposed
to OCC's Stockholders Agreement, Board of Directors Charter and Fitness
Standards for Directors, Clearing Members and Others.
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, OCC included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
The purpose of this proposed rule change is to provide that OCC's
President will be its Chief Operating Officer, rather than its Chief
Executive Officer, and that the President will not be a Management
Director. These changes are proposed to be made in connection with the
resignation of OCC's former President and Chief Executive Officer, a
transition plan that includes the election of OCC's current Chief
Operating Officer as President and Chief Operating Officer, and the
appointment of an Ad Hoc Search Committee to identify an appropriate
candidate to become OCC's Chief Executive Officer (collectively, the
``Transition Plan''). OCC's Board of Directors has determined that in
light of the resignation of the former President and Chief Executive
Officer and the election of the current Chief Operating Officer as
President, the positions of President and Chief Executive Officer
should be separated and the position of President should instead be
combined with the position of Chief Operating Officer. To reflect this
change, OCC is proposing to revise Section 8 of Article IV of its By-
Laws to state that the President will be OCC's Chief Operating Officer,
rather than its Chief Executive Officer.
While OCC's existing By-Laws provide that the President, who is
also the Chief Executive Officer, serves as a Management Director on
OCC's Board of Directors, given the separation of the President and
Chief Executive Officer positions and the pending search for a new
Chief Executive Officer, OCC's Board of Directors has also determined
that the President should not be a Management Director. Accordingly,
OCC proposes to amend its By-Laws such that the President is not a
Management Director. To reflect this change, OCC is proposing to revise
Section 7 of Article III of its By-Laws to refer only to the Executive
Chairman, and not the President, as a Management Director. OCC also
proposes to make a conforming revision to Section 8 of Article IV of
its By-Laws to state that the President will not preside at meetings of
the Board of Directors or the stockholders in the absence or disability
of the Executive Chairman and the Management Vice Chairman because the
President will no longer serve as a Management Director.
OCC is also proposing amendments to its Stockholder Agreement,
Board of Directors Charter and Fitness Standards for Directors,
Clearing Members and Others. In each case, conforming changes would be
made to provide that only the Executive Chairman, not the President,
will serve as a Management Director.
Once a replacement Chief Executive Officer has been elected by the
Board of Directors, OCC intends to reconsider the appropriate number of
Management Directors. The currently proposed rule change represents a
short-term measure to implement the Transition Plan, and OCC does not
intend a permanent change in the composition of the Board of Directors.
Therefore, once OCC's Board of Directors has elected a Chief Executive
Officer, OCC would propose further changes to its By-Laws, Stockholders
Agreement, Board of Directors Charter and Fitness Standards for
Directors, Clearing Members and Others. OCC believes that the short-
term flexibility reflected in the foregoing changes will assist OCC and
its Board of Directors in implementing the Transition Plan efficiently
and governing OCC effectively.
2. Statutory Basis
OCC believes the proposed rule change is consistent with Section
17A(b)(3)(F) of the Act \3\ because the proposed rule change would
remove impediments to and perfect the mechanism of a national system
for the prompt and accurate clearance and settlement of securities
transactions. As described above, recent changes at OCC have prompted
initiation of the Transition Plan. This proposed rule change will
promote transparency with respect to the Transition Plan because it
will clarify who may and who may not be a Board member from a senior
management perspective. In addition, the proposed rule change is
consistent with Section 17A(b)(3)(I) \4\ of the Act because it will not
impose a burden on competition. The Transition Plan will allow OCC to
continue to provide clearance and settlement service without affecting
competition between clearing members, clearing agencies and market
participants because the Transition Plan will facilitate uninterrupted,
ongoing, operations at OCC notwithstanding the above described change
at OCC. The proposed rule change is not inconsistent with the existing
rules of OCC, including any other rules proposed to be amended.
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\3\ 15 U.S.C. 78q-1(b)(3)(F).
\4\ 15 U.S.C. 78q-1(b)(3)(I).
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(B) Clearing Agency's Statement on Burden on Competition
OCC does not believe that the proposed rule change would impose any
burden on competition.\5\ Changes to the rules of a clearing agency may
have an impact on the participants in a clearing agency and the markets
that the clearing agency serves. This proposed rule change primarily
affects OCC in that it amends certain By-Laws governing OCC's
management structure. The proposed modifications would not unfairly
inhibit access to OCC's services or disadvantage or favor any
particular user in relationship to another user because they relate to
OCC governance issues and would not impose any additional substantive
burden on clearing members or other OCC participants.
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\5\ 15 U.S.C. 78q-1(b)(3)(I).
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For the foregoing reasons, OCC believes that the proposed rule
change is in the public interest, would be consistent with the
requirements of the Act applicable to clearing agencies and would not
impose a burden on competition.
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
Written comments on the proposed rule change were not and are not
intended to be solicited with respect to
[[Page 66442]]
the proposed rule change and none have been received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self- regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
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-OCC-2014-18 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-OCC-2014-18. 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 OCC and on OCC's
Web site https://www.theocc.com/components/docs/legal/rules_and_bylaws/sr_occ_14_18.pdf. All comments received will be posted without change;
the Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-OCC-
2014-18 and should be submitted on or before November 28, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
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\6\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-26460 Filed 11-6-14; 8:45 am]
BILLING CODE 8011-01-P
