Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Certificate of Incorporation of the Exchange's Ultimate Parent Company, Bats Global Markets, Inc., 23062-23064 [2016-08944]
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23062
Federal Register / Vol. 81, No. 75 / Tuesday, April 19, 2016 / Notices
or governance of the Exchange, and that
instead, the amendments reflect
administrative and structural
amendments to the New Certificate of
Incorporation. 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.14 The Commission
hereby grants the Exchange’s request
and designates the proposal operative
upon filing.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
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–
BatsBZX–2016–07 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–BatsBZX–2016–07. 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
14 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
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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–
BatsBZX–2016–07 and should be
submitted on or before May 10, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–08939 Filed 4–18–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77608; File No. SRBatsEDGA–2016–05]
Self-Regulatory Organizations; Bats
EDGA Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Amend the
Certificate of Incorporation of the
Exchange’s Ultimate Parent Company,
Bats Global Markets, Inc.
April 13, 2016.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 8,
2016, Bats EDGA Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGA’’) 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 Exchange has
designated this proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A) of the
Act 3 and Rule 19b–4(f)(6)(iii)
thereunder,4 which renders it effective
upon filing with the Commission. The
15 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6)(iii).
1 15
PO 00000
Frm 00099
Fmt 4703
Sfmt 4703
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 filed a proposal to
amend the certificate of incorporation of
the Exchange’s ultimate parent
company, Bats Global Markets, Inc. (the
‘‘Corporation’’).
The text of the proposed rule change
is available at the Exchange’s Web site
at www.batstrading.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
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 parts of such
statements.
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On December 16, 2015, the
Corporation, the ultimate parent entity
of the Exchange, filed a registration
statement on Form S–1 with the
Commission seeking to register shares of
common stock and to conduct an initial
public offering of those shares, which
will be listed for trading on the
Exchange (the ‘‘IPO’’). In connection
with its IPO, the Corporation intends to
amend and restate its certificate of
incorporation (the ‘‘New Certificate of
Incorporation’’). The Exchange
previously received Commission
approval of certain substantive
amendments to the certificate of
incorporation of the Corporation that
comprise changes included in the New
Certificate of Incorporation.5 Since that
date, the Corporation has determined it
to be necessary to further amend its
certificate of incorporation to achieve
the final, pre-IPO version of the New
5 See Securities Exchange Act Release No. 77464
(March 29, 2016), 81 FR 19252 (April 1, 2016) (SR–
BATS–2016–010; SR–BYX–2016–02; SR–EDGX–
2016–04; SR–EDGA–2016–01).
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Federal Register / Vol. 81, No. 75 / Tuesday, April 19, 2016 / Notices
mstockstill on DSK4VPTVN1PROD with NOTICES
Certificate of Incorporation. The
additional amendments will be
achieved through the filing with the
State of Delaware of a certificate of
amendment to the New Certificate of
Incorporation. The additional
amendments are described in further
detail below.
The Exchange, on behalf of the
Corporation, proposes changes to the
New Certificate of Incorporation in
connection with a forward stock split,
pursuant to which each share of
common stock of the Corporation
outstanding or held in treasury
immediately prior to the completion of
the IPO would automatically and
without action on the part of the holders
thereof be subdivided into 2.91 shares of
common stock (the ‘‘Stock Split’’).6
Accordingly, the number of authorized
shares of the Corporation, both in the
aggregate and as set forth by class, as
codified in paragraph (a)(i) of Article
Fourth of the New Certificate of
Incorporation, will be adjusted. The
Corporation also plans to adjust the
preferred stock of the Corporation
consistent with the Stock Split. The par
value of the Corporation’s common
stock will remain $0.01 per share.
The purpose of this rule filing is to
permit the Corporation, the ultimate
parent company of the Exchange, to
adopt an amendment to the New
Certificate of Incorporation, as described
in this proposal. The changes described
herein relate to the certificate of
incorporation of the Corporation only,
not to the governance of the Exchange.
The Exchange will continue to be
governed by its existing certificate of
incorporation and bylaws. The stock in,
and voting power of, the Exchange will
continue to be directly and solely held
by Bats Global Markets Holdings, Inc.,
an intermediate holding company
wholly-owned by the Corporation, and
the governance of the Exchange will
continue under its existing structure.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with the
requirements of the Act and rules and
regulations thereunder that are
applicable to a national securities
exchange, and, in particular, with the
requirements of Section 6(b) of the Act.7
In particular, the proposal is consistent
with Section 6(b)(1) of the Act, because
it retains, without modification, the
existing limitations on ownership and
total voting power that currently exist
and that are designed to prevent any
6 Common stock consists of voting common stock
and non-voting common stock of the Corporation.
7 15 U.S.C. 78f(b).
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18:02 Apr 18, 2016
Jkt 238001
stockholder from exercising undue
control over the operation of the
Exchange and to assure that the
Exchange is able to carry out its
regulatory obligations under the Act.
Under the proposal, the Corporation is
making certain administrative and
structural changes to the New Certificate
of Incorporation. These changes,
however, do not impact the governance
of the Exchange nor do they modify the
ownership of the Corporation.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change imposes any
burden on competition. As described
above, the proposed rule change is
simply to make certain administrative
and structural changes to the New
Certificate of Incorporation. These
changes do not impact the governance
of the Exchange nor do they modify the
ownership of the Corporation.
(C) Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
The Exchange has not solicited, and
does not intend to solicit, comments on
this proposed rule change. The
Exchange has not received any written
comments from members or other
interested parties.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 8 and Rule
19b–4(f)(6) thereunder.9 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 10 and Rule 19b–4(f)(6)
thereunder.11
8 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
10 15 U.S.C. 78s(b)(3)(A).
11 In addition, Rule 19b–4(f)(6)(iii) requires the
Exchange to give the Commission written notice of
the Exchange’s intent to file the proposed rule
change, along with a brief description and text of
the proposed rule change, at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this
requirement.
9 17
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Fmt 4703
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23063
A proposed rule change filed under
Rule 19b–4(f)(6) under the Act 12
normally does not become operative for
30 days after the date of filing. However,
Rule 19b–4(f)(6)(iii) 13 permits the
Commission to designate a shorter time
if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. The Exchange states that the
Corporation’s IPO may occur in the near
future, and the changes described in this
notice are a critical component of such
IPO. The Exchange states that waiver of
the operative delay will allow the
Corporation to promptly move forward
with the IPO without delay. The
Commission notes that the Exchange
represents that there are no changes to
the provisions of the New Certificate of
Incorporation that impact the ownership
or governance of the Exchange, and that
instead, the amendments reflect
administrative and structural
amendments to the New Certificate of
Incorporation. 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.14 The Commission
hereby grants the Exchange’s request
and designates the proposal operative
upon filing.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
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:
12 17
CFR 240.19b–4(f)(6).
CFR 240.19b–4(f)(6)(iii).
14 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).
13 17
E:\FR\FM\19APN1.SGM
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23064
Federal Register / Vol. 81, No. 75 / Tuesday, April 19, 2016 / 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–
BatsEDGA–2016–05 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.
mstockstill on DSK4VPTVN1PROD with NOTICES
All submissions should refer to File
Number SR–BatsEDGA–2016–05. 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–
BatsEDGA–2016–05 and should be
submitted on or before May 10, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–08944 Filed 4–18–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77603; File No. SR–NYSE–
2016–28]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending Rule
72 Relating to Setting Interest
April 13, 2016.
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 March 29,
2016, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. 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
Rule 72 relating to setting interest. The
proposed rule change is available on the
Exchange’s Web site at www.nyse.com,
at the principal office of the Exchange,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rule 72 relating to setting interest to
provide that interest that establishes a
new Exchange best bid or offer (‘‘BBO’’)
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
15 17
CFR 200.30–3(a)(12).
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Frm 00101
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Sfmt 4703
would be considered setting interest
even if a Limit Order designated Add
Liquidity Only (‘‘ALO’’) or sell short
order during a Short Sale Period, as
defined in Rule 440B(d), is re-priced
and displayed at the same price as such
interest that became the Exchange BBO.
Background
Under Rule 72(a)(ii), a bid or offer,
including pegging interest, is considered
the ‘‘setting interest’’ when it is
established as the only displayable bid
or offer made at a particular price and
is the only displayable interest when
such price is or becomes the Exchange
BBO. Setting interest is entitled to
priority for allocation of executions at
that price, as provided for under Rule
72. If there is no setting interest, all
interest is allocated on parity pursuant
to Rule 72(c).4
In 2008, when the Exchange added
the current form of Rule 72, current
paragraph (a)(ii)(G) of the rule provided
that if, at the time non-pegging interest
becomes the Exchange BBO, an e-Quote
is pegging to such non-pegging interest,
all such interest was considered to be
entered simultaneously and, therefore,
no interest was considered the setting
interest.5 Because the Exchange
believed that permitting pegging eQuotes to eliminate the priority to
which a non-pegging e-Quote might
otherwise be entitled could
disincentivize aggressive displayed
quoting, the Exchange amended Rule
72(a)(ii)(G) to provide that non-pegging
interest that becomes the Exchange BBO
will be considered the setting interest
even if an e-Quote is pegging to such
non-pegging interest.6 The Exchange’s
goal in providing priority to setting
interest was to create an incentive for
participants to display aggressive prices.
The Exchange amended Rule 72(a)(ii)(G)
in 2011 because it believed a participant
may be reluctant to enter such displayed
interest if a non-displayed pegging eQuote could deny priority to such
displayed interest.7 Because pegging
interest cannot peg to other pegging
4 See
Rule 72(c)(v).
Securities Exchange Act Release Nos. 58845
(Oct. 24, 2008), 73 FR 64379 (Oct. 29, 2008)
(Approval Order) and 58184 (July 17, 2008), 73 FR
42853, (July 23, 2008) (Notice) (SR–NYSE–2008–
46). See also Rule 70 (defining e-Quotes and dQuotes).
6 See Securities Exchange Act Release No. 65889
(Dec. 5, 2011), 76 FR 77040 (Dec. 9, 2011) (SR–
NYSE–2011–60) (Notice of filing and immediate
effectiveness of proposed rule change amended
Rule 72).
7 Because the Exchange does not publicly identify
interest as pegging interest that is eligible to re-price
based on changes to the PBBO, a participant seeking
to set the Exchange BBO would be unaware that one
or more pegging interest could join it at the
Exchange BBO.
5 See
E:\FR\FM\19APN1.SGM
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]]>Agencies
[Federal Register Volume 81, Number 75 (Tuesday, April 19, 2016)]
[Notices]
[Pages 23062-23064]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-08944]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-77608; File No. SR-BatsEDGA-2016-05]
Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend the Certificate of Incorporation of the Exchange's Ultimate
Parent Company, Bats Global Markets, Inc.
April 13, 2016.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on April 8, 2016, Bats EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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 Exchange
has designated this proposal as a ``non-controversial'' proposed rule
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with
the Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange filed a proposal to amend the certificate of
incorporation of the Exchange's ultimate parent company, Bats Global
Markets, Inc. (the ``Corporation'').
The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 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 parts of such
statements.
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On December 16, 2015, the Corporation, the ultimate parent entity
of the Exchange, filed a registration statement on Form S-1 with the
Commission seeking to register shares of common stock and to conduct an
initial public offering of those shares, which will be listed for
trading on the Exchange (the ``IPO''). In connection with its IPO, the
Corporation intends to amend and restate its certificate of
incorporation (the ``New Certificate of Incorporation''). The Exchange
previously received Commission approval of certain substantive
amendments to the certificate of incorporation of the Corporation that
comprise changes included in the New Certificate of Incorporation.\5\
Since that date, the Corporation has determined it to be necessary to
further amend its certificate of incorporation to achieve the final,
pre-IPO version of the New
[[Page 23063]]
Certificate of Incorporation. The additional amendments will be
achieved through the filing with the State of Delaware of a certificate
of amendment to the New Certificate of Incorporation. The additional
amendments are described in further detail below.
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 77464 (March 29,
2016), 81 FR 19252 (April 1, 2016) (SR-BATS-2016-010; SR-BYX-2016-
02; SR-EDGX-2016-04; SR-EDGA-2016-01).
---------------------------------------------------------------------------
The Exchange, on behalf of the Corporation, proposes changes to the
New Certificate of Incorporation in connection with a forward stock
split, pursuant to which each share of common stock of the Corporation
outstanding or held in treasury immediately prior to the completion of
the IPO would automatically and without action on the part of the
holders thereof be subdivided into 2.91 shares of common stock (the
``Stock Split'').\6\ Accordingly, the number of authorized shares of
the Corporation, both in the aggregate and as set forth by class, as
codified in paragraph (a)(i) of Article Fourth of the New Certificate
of Incorporation, will be adjusted. The Corporation also plans to
adjust the preferred stock of the Corporation consistent with the Stock
Split. The par value of the Corporation's common stock will remain
$0.01 per share.
---------------------------------------------------------------------------
\6\ Common stock consists of voting common stock and non-voting
common stock of the Corporation.
---------------------------------------------------------------------------
The purpose of this rule filing is to permit the Corporation, the
ultimate parent company of the Exchange, to adopt an amendment to the
New Certificate of Incorporation, as described in this proposal. The
changes described herein relate to the certificate of incorporation of
the Corporation only, not to the governance of the Exchange. The
Exchange will continue to be governed by its existing certificate of
incorporation and bylaws. The stock in, and voting power of, the
Exchange will continue to be directly and solely held by Bats Global
Markets Holdings, Inc., an intermediate holding company wholly-owned by
the Corporation, and the governance of the Exchange will continue under
its existing structure.
2. Statutory Basis
The Exchange believes that its proposal is consistent with the
requirements of the Act and rules and regulations thereunder that are
applicable to a national securities exchange, and, in particular, with
the requirements of Section 6(b) of the Act.\7\ In particular, the
proposal is consistent with Section 6(b)(1) of the Act, because it
retains, without modification, the existing limitations on ownership
and total voting power that currently exist and that are designed to
prevent any stockholder from exercising undue control over the
operation of the Exchange and to assure that the Exchange is able to
carry out its regulatory obligations under the Act. Under the proposal,
the Corporation is making certain administrative and structural changes
to the New Certificate of Incorporation. These changes, however, do not
impact the governance of the Exchange nor do they modify the ownership
of the Corporation.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------
(B) Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change imposes
any burden on competition. As described above, the proposed rule change
is simply to make certain administrative and structural changes to the
New Certificate of Incorporation. These changes do not impact the
governance of the Exchange nor do they modify the ownership of the
Corporation.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any written comments from members or other interested parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\
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 \10\ and Rule 19b-
4(f)(6) thereunder.\11\
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to
give the Commission written notice of the Exchange's intent to file
the proposed rule change, along with a brief description and text of
the proposed rule change, at least five business days prior to the
date of filing of the proposed rule change, or such shorter time as
designated by the Commission. The Exchange has satisfied this
requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) under the Act
\12\ normally does not become operative for 30 days after the date of
filing. However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission to
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. The Exchange states that
the Corporation's IPO may occur in the near future, and the changes
described in this notice are a critical component of such IPO. The
Exchange states that waiver of the operative delay will allow the
Corporation to promptly move forward with the IPO without delay. The
Commission notes that the Exchange represents that there are no changes
to the provisions of the New Certificate of Incorporation that impact
the ownership or governance of the Exchange, and that instead, the
amendments reflect administrative and structural amendments to the New
Certificate of Incorporation. 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.\14\ The Commission
hereby grants the Exchange's request and designates the proposal
operative upon filing.
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\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
[[Page 23064]]
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-BatsEDGA-2016-05 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-BatsEDGA-2016-05. 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-BatsEDGA-2016-05 and should
be submitted on or before May 10, 2016.
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\15\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-08944 Filed 4-18-16; 8:45 am]
BILLING CODE 8011-01-P
