Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company, 77394-77396 [2015-31326]

Download as PDF 77394 Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSE–2015–63 on the subject line. SECURITIES AND EXCHANGE COMMISSION Paper Comments [Release No. 34–76588; File No. SR–C2– 2015–034] 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 Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately. The Exchange believes that providing greater flexibility in the preparation of the paperwork needed to request a change of DMM unit is in the interests of investors as it is important to the maintenance of a high quality market for an issuer’s stock that the issuer has a good relationship with its DMM. As the Exchange notes in its filing, the proposal would better conform the process for changing a DMM to that which is used for initially selecting a DMM. In particular, the officer’s signature that would be required to change a company’s DMM must be that of a senior official at the company with a rank of Corporate Secretary or above. Furthermore, the other rule changes proposed by the Exchange are also conforming changes that would make the Manual more consistent with the Exchange’s current rules. Based on the foregoing, the Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. For this reason, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing.13 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Brent J. Fields, Secretary. • 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–NYSE–2015–63. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal offices 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–NYSE– 2015–63, and should be submitted on or before January 4, 2016. [FR Doc. 2015–31329 Filed 12–11–15; 8:45 am] BILLING CODE 8011–01–P Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or 13 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 17:36 Dec 11, 2015 Jkt 238001 Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Certificate of Incorporation of Its Parent Company December 8, 2015. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that, on November 25, 2015, C2 Options Exchange, Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the certificate of incorporation of its parent Company, CBOE Holdings, Inc. (‘‘CBOE Holdings’’). The text of the proposed rule change is available on the Exchange’s Web site (https:// www.cboe.com/AboutCBOE/CBOELegal RegulatoryHome.aspx), at the Exchange’s Office of the Secretary, 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 Exchange 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. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. 1 15 14 17 PO 00000 CFR 200.30–3(a)(12), (59). Frm 00081 Fmt 4703 Sfmt 4703 2 17 E:\FR\FM\14DEN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 14DEN1 Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change mstockstill on DSK4VPTVN1PROD with NOTICES 1. Purpose On May 21, 2015, CBOE Holdings’ stockholders approved proposed amendments to the Certificate. On October 22[sic], 2015, in accordance with Article Eleventh of the Certificate, the Exchange submitted a rule filing proposing to make the approved amendments to the Certificate.3 The Exchange notes however, that it inadvertently omitted in its rule filing two changes to the Certificate in the Exhibit 5 that had been approved by CBOE Holdings’ shareholders. In order to conform the current Certificate to the Certificate approved by CBOE Holdings’ shareholders in May 2015, CBOE Holdings proposes to correct the omitted changes. First, in Article Third, the Exchange had omitted to eliminate the word ‘‘other’’ from the following language ‘‘The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any other lawful act or activity for which corporations may be organized under the GCL.’’ The Exchange believes that the reference to ‘‘other’’ in this section is unnecessary and that the change is non-substantive and clarifying in nature. The Exchange notes that the proposed change does not affect the rights of shareholders. Next, CBOE Holdings proposes to correct an error related to the ownership concentration limitation. Particularly, CBOE Holdings had proposed to remove references to the 10% ownership concentration limitation applicable before CBOE Holdings’ initial public offering (‘‘IPO’’) in 2010, as discussed in SR–C2–2015–026.4 This change did not change the current ownership concentration limitation, which is 20%. In Article Sixth, subparagraph (b)(iii), the Exchange inadvertently omitted references to both 10% and 20%. Specifically, the language ‘‘10% or 20% (as applicable at such time)’’ was eliminated in its entirety. CBOE Holdings notes that only ‘‘10% or’’ and ‘‘(as applicable at such time)’’ should have been eliminated (i.e., reference to 20% should have remained). Accordingly, CBOE Holdings proposes to add ‘‘20%’’, the current ownership concentration limitation, back into Article Sixth, Subparagraph (b)(iii). 3 See Securities Exchange Act Release No. 76281 (October 27, 2015), 80 FR 211 [sic] (November 2, 2015) (SR–C2–2015–026). 4 Id. VerDate Sep<11>2014 17:36 Dec 11, 2015 Jkt 238001 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ‘‘Act’’) and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.5 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 6 requirements that the rules of an exchange be 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. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 7 requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. In particular, CBOE Holdings believes the proposed amendments to its Certificate are non-substantive and clarifying in nature, alleviating potential confusion. Additionally, CBOE Holdings believes that conforming the current Certificate to the Certificate approved by CBOE Holdings’ shareholders on May 21, 2015, alleviates potential confusion. The alleviation of potential confusion removes impediments to and perfects the mechanism of a free and open market and a national market system, and, in general, protect investors and the public interest. B. Self-Regulatory Organization’s Statement on Burden on Competition Because the proposed rule change relates to the governance of CBOE Holdings and not to the operations of the Exchange, the Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. 5 15 6 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). PO 00000 Frm 00082 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the proposed rule change does not (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 8 and Rule 19b–4(f)(6) thereunder.9 In its filing, the Exchange requested that the Commission waive both the 5 business day prefiling requirement as well as the 30-day operative delay so that the Exchange can expeditiously obtain effectiveness, as required by CBOE Holdings’ governing documents, for two changes approved by CBOE Holdings’ shareholders to the Certificate of Incorporation of CBOE Holdings that the Exchange failed to correctly mark in the recent filing it submitted to seek effectiveness of the overall package of shareholder-approved changes. The Commission believes that waiving the 5 business day prefiling requirement and the 30-day operative delay is consistent with the protection of investors and the public interest, as it will allow two non-controversial proposed conforming edits to the CBOE Holdings Certificate of Incorporation to take effect without delay. The Commission notes the Exchange previously filed to amend the Certificate and that filing has since become effective. The Exchange represents that the change to Article Third is nonsubstantive and non-controversial. The change to Article Sixth corrects an obvious typographical error, as the language continued to reference the ownership concentration limit but failed to include the limit’s numerical expression. That limit is contained elsewhere in Article Sixth (b), including in the opening paragraph. Accordingly, adding a reference to the long-standing ‘‘20%’’ back to paragraph (b)(iii) is a conforming edit to fill an obvious gap created by a rule text marking error in the Exchange’s recent filing. The two proposed edits do not raise any new or novel issues, and allowing these edits to be made without further delay will allow the Exchange to promptly update the Certificate of Incorporation of CBOE Holdings. For this reason, the 8 15 7 Id. 9 17 Fmt 4703 Sfmt 4703 77395 E:\FR\FM\14DEN1.SGM U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 14DEN1 77396 Federal Register / Vol. 80, No. 239 / Monday, December 14, 2015 / Notices Commission designates the proposed rule change to be operative upon filing.10 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 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– C2–2015–034 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–C2–2015–034. 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 10 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 17:36 Dec 11, 2015 Jkt 238001 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–C2– 2015–034 and should be submitted on or before January 4, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Brent J. Fields, Secretary. [FR Doc. 2015–31326 Filed 12–11–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 20549–2736. Extension: Rule 17Ad–11, SEC File No. 270–261, OMB Control No. 3235–0274. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) (‘‘PRA’’), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the previously approved collection of information provided for in Rule 17Ad–11 (17 CFR 240.17Ad–11) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). Rule 17Ad–11 requires every registered recordkeeping transfer agent to report to issuers and its appropriate regulatory agency in the event that the aggregate market value of an aged record difference exceeds certain thresholds. A record difference occurs when an issuer’s records do not agree with those of securityholders as indicated, for instance, on certificates presented to the transfer agent for purchase, redemption or transfer. An aged record difference is a record difference that has existed for more than 30 calendar days. In addition, the rule requires every recordkeeping transfer agent to report to its appropriate regulatory agency in the event of a failure to post certificate detail to the 11 17 PO 00000 CFR 200.30–3(a)(12) and (59). Frm 00083 Fmt 4703 Sfmt 4703 master securityholder file within five business days of the time required by Rule 17Ad–10 (17 CFR 240.17Ad–10). Also, a transfer agent must maintain a copy of any report required under Rule 17Ad-11 for a period of not less than three years following the date of the report, the first year in an easily accessible place. Because the information required by Rule 17Ad–11 is already available to transfer agents, any collection burden for small transfer agents is minimal. Based on a review of the number of Rule 17Ad–11 reports the Commission, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation received since 2012, the Commission staff estimates that 10 respondents will file a total of approximately 12 reports annually. The Commission staff estimates that, on average, each report can be completed in 30 minutes. Therefore, the total annual hourly burden to the entire transfer agent industry is approximately six hours (30 minutes × 12 reports). Assuming an average hourly rate of $25 for a transfer agent staff employee, the average total internal cost of the report is $12.50. The total annual internal cost of compliance for the approximate 10 respondents is approximately $150.00 (12 reports × $12.50). The retention period for the recordkeeping requirement under Rule 17Ad–11 is three years following the date of a report prepared pursuant to the rule. The recordkeeping requirement under Rule 17Ad–11 is mandatory to assist the Commission and other regulatory agencies with monitoring transfer agents and ensuring compliance with the rule. This rule does not involve the collection of confidential information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB number. Background documentation for this information collection may be viewed at the following Web site: www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or by sending an email to: (i) Shagufta_ Ahmed@comb.eop.gov; and (ii) Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549, or by sending an email to PRA_ E:\FR\FM\14DEN1.SGM 14DEN1

Agencies

[Federal Register Volume 80, Number 239 (Monday, December 14, 2015)]
[Notices]
[Pages 77394-77396]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-31326]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76588; File No. SR-C2-2015-034]


Self-Regulatory Organizations; C2 Options Exchange, Incorporated; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Certificate of Incorporation of Its Parent Company

December 8, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on November 25, 2015, C2 Options Exchange, Incorporated (the 
``Exchange'' or ``C2'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the certificate of incorporation of 
its parent Company, CBOE Holdings, Inc. (``CBOE Holdings''). The text 
of the proposed rule change is available on the Exchange's Web site 
(https://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the 
Exchange's Office of the Secretary, 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 Exchange 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. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

[[Page 77395]]

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On May 21, 2015, CBOE Holdings' stockholders approved proposed 
amendments to the Certificate. On October 22[sic], 2015, in accordance 
with Article Eleventh of the Certificate, the Exchange submitted a rule 
filing proposing to make the approved amendments to the Certificate.\3\ 
The Exchange notes however, that it inadvertently omitted in its rule 
filing two changes to the Certificate in the Exhibit 5 that had been 
approved by CBOE Holdings' shareholders. In order to conform the 
current Certificate to the Certificate approved by CBOE Holdings' 
shareholders in May 2015, CBOE Holdings proposes to correct the omitted 
changes. First, in Article Third, the Exchange had omitted to eliminate 
the word ``other'' from the following language ``The nature of the 
business or purposes to be conducted or promoted by the Corporation is 
to engage in any other lawful act or activity for which corporations 
may be organized under the GCL.'' The Exchange believes that the 
reference to ``other'' in this section is unnecessary and that the 
change is non-substantive and clarifying in nature. The Exchange notes 
that the proposed change does not affect the rights of shareholders.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 76281 (October 27, 
2015), 80 FR 211 [sic] (November 2, 2015) (SR-C2-2015-026).
---------------------------------------------------------------------------

    Next, CBOE Holdings proposes to correct an error related to the 
ownership concentration limitation. Particularly, CBOE Holdings had 
proposed to remove references to the 10% ownership concentration 
limitation applicable before CBOE Holdings' initial public offering 
(``IPO'') in 2010, as discussed in SR-C2-2015-026.\4\ This change did 
not change the current ownership concentration limitation, which is 
20%. In Article Sixth, subparagraph (b)(iii), the Exchange 
inadvertently omitted references to both 10% and 20%. Specifically, the 
language ``10% or 20% (as applicable at such time)'' was eliminated in 
its entirety. CBOE Holdings notes that only ``10% or'' and ``(as 
applicable at such time)'' should have been eliminated (i.e., reference 
to 20% should have remained). Accordingly, CBOE Holdings proposes to 
add ``20%'', the current ownership concentration limitation, back into 
Article Sixth, Subparagraph (b)(iii).
---------------------------------------------------------------------------

    \4\ Id.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\5\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \6\ requirements that the rules of an exchange be 
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. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \7\ requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
    \7\ Id.
---------------------------------------------------------------------------

    In particular, CBOE Holdings believes the proposed amendments to 
its Certificate are non-substantive and clarifying in nature, 
alleviating potential confusion. Additionally, CBOE Holdings believes 
that conforming the current Certificate to the Certificate approved by 
CBOE Holdings' shareholders on May 21, 2015, alleviates potential 
confusion. The alleviation of potential confusion removes impediments 
to and perfects the mechanism of a free and open market and a national 
market system, and, in general, protect investors and the public 
interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Because the proposed rule change relates to the governance of CBOE 
Holdings and not to the operations of the Exchange, the Exchange does 
not believe that the proposed rule change will impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate if consistent with the protection of investors 
and the public interest, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) 
thereunder.\9\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    In its filing, the Exchange requested that the Commission waive 
both the 5 business day prefiling requirement as well as the 30-day 
operative delay so that the Exchange can expeditiously obtain 
effectiveness, as required by CBOE Holdings' governing documents, for 
two changes approved by CBOE Holdings' shareholders to the Certificate 
of Incorporation of CBOE Holdings that the Exchange failed to correctly 
mark in the recent filing it submitted to seek effectiveness of the 
overall package of shareholder-approved changes.
    The Commission believes that waiving the 5 business day prefiling 
requirement and the 30-day operative delay is consistent with the 
protection of investors and the public interest, as it will allow two 
non-controversial proposed conforming edits to the CBOE Holdings 
Certificate of Incorporation to take effect without delay. The 
Commission notes the Exchange previously filed to amend the Certificate 
and that filing has since become effective. The Exchange represents 
that the change to Article Third is non-substantive and non-
controversial. The change to Article Sixth corrects an obvious 
typographical error, as the language continued to reference the 
ownership concentration limit but failed to include the limit's 
numerical expression. That limit is contained elsewhere in Article 
Sixth (b), including in the opening paragraph. Accordingly, adding a 
reference to the long-standing ``20%'' back to paragraph (b)(iii) is a 
conforming edit to fill an obvious gap created by a rule text marking 
error in the Exchange's recent filing. The two proposed edits do not 
raise any new or novel issues, and allowing these edits to be made 
without further delay will allow the Exchange to promptly update the 
Certificate of Incorporation of CBOE Holdings. For this reason, the

[[Page 77396]]

Commission designates the proposed rule change to be operative upon 
filing.\10\
---------------------------------------------------------------------------

    \10\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-C2-2015-034 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-C2-2015-034. 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-C2-2015-034 and should be 
submitted on or before January 4, 2016.
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12) and (59).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
Brent J. Fields,
Secretary.
[FR Doc. 2015-31326 Filed 12-11-15; 8:45 am]
 BILLING CODE 8011-01-P
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