Joint Industry Plan; Notice of Filing and Immediate Effectiveness of Amendment No. 3 to the National Market System Plan Governing the Process of Selecting a Plan Processor and Developing a Plan for the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, ISE Gemini, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc., 35072-35074 [2016-12779]
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<![CDATA[
35072
Federal Register / Vol. 81, No. 105 / Wednesday, June 1, 2016 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77917; File No. 4–668]
Joint Industry Plan; Notice of Filing
and Immediate Effectiveness of
Amendment No. 3 to the National
Market System Plan Governing the
Process of Selecting a Plan Processor
and Developing a Plan for the
Consolidated Audit Trail by BATS
Exchange, Inc., BATS–Y Exchange,
Inc., BOX Options Exchange LLC, C2
Options Exchange, Incorporated,
Chicago Board Options Exchange,
Incorporated, Chicago Stock
Exchange, Inc., EDGA Exchange, Inc.,
EDGX Exchange, Inc., Financial
Industry Regulatory Authority, Inc.,
International Securities Exchange,
LLC, ISE Gemini, LLC, Miami
International Securities Exchange LLC,
NASDAQ OMX BX, Inc., NASDAQ OMX
PHLX LLC, The NASDAQ Stock Market
LLC, National Stock Exchange, Inc.,
New York Stock Exchange LLC, NYSE
MKT LLC, and NYSE Arca, Inc.
sradovich on DSK3TPTVN1PROD with NOTICES
May 25, 2016.
I. Introduction
Pursuant to Section 11A of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 608 thereunder,2
notice is hereby given that, on March
29, 2016, BATS Exchange, Inc., BATS–
Y Exchange, Inc., BOX Options
Exchange LLC, C2 Options Exchange,
Incorporated, Chicago Board Options
Exchange, Incorporated, Chicago Stock
Exchange, Inc., EDGA Exchange, Inc.,
EDGX Exchange, Inc., Financial
Industry Regulatory Authority, Inc.,
International Securities Exchange, LLC,
ISE Gemini, LLC, Miami International
Securities Exchange LLC, NASDAQ
OMX BX, Inc., NASDAQ OMX PHLX
LLC, The NASDAQ Stock Market LLC,
National Stock Exchange, Inc., New
York Stock Exchange LLC, NYSE MKT
LLC, and NYSE Arca, Inc. (collectively,
‘‘SROs’’ or ‘‘Participants’’), filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) a
proposal to amend the Plan Governing
the Process of Selecting a Plan Processor
and Developing a Plan for the
Consolidated Audit Trail (the ‘‘Selection
Plan’’).3
The SROs propose to amend the
Selection Plan to add ISE Mercury, LLC
(‘‘ISE Mercury’’) as a Participant to the
1 15
U.S.C. 78k–1.
CFR 242.608.
3 In this filing, the SROs withdrew the
amendment to the Selection Plan filed with the
Commission on March 11, 2016. See Letter from the
Participants to Brent J. Fields, Secretary,
Commission, dated March 11, 2016.
2 17
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21:59 May 31, 2016
Jkt 238001
Selection Plan, and replace references to
‘‘Topaz Exchange, LLC’’ with references
to ‘‘ISE Gemini, LLC.’’ A copy of the
proposed amendment to the Selection
Plan (‘‘Amendment No. 3’’) is attached
as Exhibit A hereto. The Commission is
publishing this notice to solicit
comments from interested persons on
proposed Amendment No. 3 to the
Selection Plan.
II. Description of the Plan
Set forth in this Section II is the
statement of the purpose of Amendment
No. 3 to the Selection Plan, along with
the information required by Rule
608(a)(4) and (5) under the Exchange
Act,4 as prepared and submitted by the
SROs to the Commission.5
*
*
*
*
*
Background
The Selection Plan was initially filed
with the Commission on September 4,
2013,6 approved on February 21, 2014,7
and subsequently amended on June 17,
2015 and September 24, 2015.8 The
Selection Plan governs the process for
how the Participants will evaluate and
select a Plan Processor and develop the
National Market System Plan Governing
the Consolidated Audit Trail Pursuant
to Rule 613 of Regulation NMS under
the Exchange Act (‘‘CAT NMS Plan’’).
Requirements Pursuant to Rule 608(a)
A. Description of the Amendments to
the Selection Plan
On January 29, 2016, the Commission
approved ISE Mercury’s registration as a
national securities exchange pursuant to
Section 6 of the Exchange Act.9
Pursuant to Section II(B) of the
Selection Plan, the Participants propose
amending the Selection Plan to add ISE
Mercury as a Participant thereto.
Section II(B) of the Selection Plan states:
Any entity approved by the SEC as a
national securities exchange or national
securities association under the Exchange
Act after the effectiveness of the Plan shall
become a Participant by satisfying each of the
following requirements: (1) Effecting an
4 See
17 CFR 242.608(a)(4) and (a)(5).
Letter from the Participants to Brent J.
Fields, Secretary, Commission, dated March 29,
2016.
6 See Securities Exchange Act Release No. 70892
(November 15, 2013), 78 FR 69910 (November 21,
2013) (Notice of the Selection Plan).
7 See Securities Exchange Act Release No. 71596
(February 21, 2014), 79 FR 11152 (February 27,
2014) (Order Approving Selection Plan).
8 See Securities Exchange Act Release No. 75192
(June 17, 2015), 80 FR 36028 (June 23, 2015);
Securities Exchange Act Release No. 75980
(September 24, 2015), 80 FR 58796 (September 30,
2015).
5 See
9 See Securities Exchange Act Release No. 76998
(January 29, 2016), 81 FR 6066 (February 4, 2016).
PO 00000
Frm 00104
Fmt 4703
Sfmt 4703
amendment to the Plan by executing a copy
of the Plan as then in effect (with the only
change being the addition of the new
Participant’s name in Section II of the Plan)
and submitting such amendment to the SEC
for approval; and (2) providing each thencurrent Participant with a copy of such
executed Plan. The amendment shall be
effective when it is approved by the SEC in
accordance with SEC Rule 608 or otherwise
becomes effective pursuant to SEC Rule
608.10
Accordingly, ISE Mercury has executed
a copy of the Selection Plan as currently
in effect, with the addition of ISE
Mercury’s name to Section II of the
Selection Plan, and provided each
existing Participant a copy of the
executed Selection Plan. With this
submission, the Participants submit the
executed Selection Plan to the
Commission for approval on behalf of
ISE Mercury. A copy of the executed
version of the Selection Plan is attached
hereto.11
The Participants also propose to
amend the Selection Plan to replace
references to ‘‘Topaz Exchange, LLC’’
with references to ‘‘ISE Gemini, LLC.’’
On February 20, 2014, the Commission
approved a proposed rule change that
authorized Topaz Exchange, LLC to
amend its Constitution, Certificate of
Formation, Limited Liability Company
Agreement, Rules and Schedule of Fees
to change its name to ‘‘ISE Gemini,
LLC.’’ 12
The proposed amendments to the text
of the Selection Plan are set forth in
Exhibit A to this letter.13
B. Governing or Constituent Documents
Not applicable.
C. Implementation of Amendment
The terms of the proposed
amendment will become effective upon
filing pursuant to Rule 608(b)(3)(iii) of
the Exchange Act because it involves
solely technical or ministerial matters.
At any time within sixty days of the
filing of this amendment, the
Commission may summarily abrogate
the amendment and require that it be
refiled pursuant to paragraph (b)(1) of
Rule 608,14 if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors
10 See Selection Plan, Section II(B), available at
www.catnmsplan.com.
11 See Exhibit B.
12 See Securities Exchange Act Release No. 71586
(February 20, 2014), 79 FR 10861 (February 26,
2014).
13 See Exhibit A.
14 The Commission notes that if it abrogated an
amendment, the Commission could require the
amendment to be refiled in accordance with
subparagraph (a)(1) of Rule 608. See 17 CFR
242.608(b)(3)(iii).
E:\FR\FM\01JNN1.SGM
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35073
Federal Register / Vol. 81, No. 105 / Wednesday, June 1, 2016 / Notices
or the maintenance of fair and orderly
markets, to remove impediments to, and
perfect the mechanisms of, a national
market system or otherwise in
furtherance of the purposes of the
Exchange Act.
D. Development and Implementation
Phases
Not applicable.
Not applicable.
F. Written Understanding or Agreements
Relating to Interpretation of, or
Participation in, Plan
Not applicable.
G. Statement That the Amendments
Have Been Approved by the Plan
Sponsors
I. Method of Determination and
Imposition, and Amount of, Fees and
Charges
sradovich on DSK3TPTVN1PROD with NOTICES
Not applicable.
J. Method and Frequency of Processor
Evaluation
Not applicable.
• 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 4–
668 on the subject line.
Paper Comments
The Selection Plan provides that,
except with respect to the addition of
new Participants, amendments to the
Selection Plan shall be effected by
means of a written amendment that: (1)
Sets forth the change, addition, or
deletion; (2) is executed by over twothirds of the Participants; and (3) is
approved by the SEC pursuant to Rule
608, or otherwise becomes effective
under Rule 608.15 The proposed
amendment has been executed by all of
the Participants and has consequently
been approved by the SROs.
With respect to new Participants, an
amendment to the Selection Plan may
be effected by the new national
securities exchange or national
securities association in accordance
with Section II of the Selection Plan. As
discussed above, ISE Mercury has
executed the existing version of the
Selection Plan, with ISE Mercury’s
name added to Section II, provided each
existing Participant a copy of the
executed Selection Plan, and is
providing the Commission with a copy
of the executed version with this
submission.
Not applicable.
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the Amendment No.
3 to the Selection Plan is consistent
with the Act. Comments may be
submitted by any of the following
methods:
Electronic Comments
E. Analysis of Impact on Competition
H. Terms and Conditions of Access
Plan Processor Evaluation and Selection
Plan
III. Solicitation of Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number 4–668. 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
Amendment to the Plan that are filed
with the Commission, and all written
communications relating to the
Amendment to the Plan 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 10:00 a.m. and
3:00 p.m. Copies of the submission will
also be available for inspection and
copying at the Participants’ principal
offices. 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 4–668 and should be submitted
on or before June 22, 2016.
By the Commission.
Brent J. Fields,
Secretary.
K. Dispute Resolution
Not applicable.
EXHIBIT A
15 See
Notice of Selection Plan, supra note 5.
VerDate Sep<11>2014
21:59 May 31, 2016
Jkt 238001
Additions italicized; deletions bracketed
PO 00000
Frm 00105
Fmt 4703
Sfmt 4703
II. Participants
(A) List of Participants
The Participants are as follows:
(1) BATS Exchange, Inc.
(2) BATS Y–Exchange, Inc.
(3) BOX Options Exchange LLC
(4) C2 Options Exchange, Incorporated
(5) Chicago Board Options Exchange,
Incorporated
(6) Chicago Stock Exchange, Inc.
(7) EDGA Exchange, Inc.
(8) EDGX Exchange, Inc.
(9) Financial Industry Regulatory Authority,
Inc.
(10) International Securities Exchange, LLC
(11) ISE Gemini, LLC
(12) ISE Mercury, LLC
([11]13) Miami International Securities
Exchange LLC
([12]14) NASDAQ OMX BX, Inc.
([13]15) NASDAQ OMX PHLX LLC
([14]16) The Nasdaq Stock Market LLC
([15]17) National Stock Exchange, Inc.
([16]18) New York Stock Exchange LLC
([17]19) NYSE MKT LLC
([18]20) NYSE Arca, Inc.
[(19) Topaz Exchange, LLC]
*
*
*
*
*
BATS EXCHANGE, INC.
BY: lllllllllllllllllll
BATS Y–EXCHANGE, INC.
BY: lllllllllllllllllll
BOX OPTIONS EXCHANGE LLC
BY: lllllllllllllllllll
C2 OPTIONS EXCHANGE, INCORPORATED
BY: lllllllllllllllllll
CHICAGO BOARD OPTIONS EXCHANGE,
INCORPORATED
BY: lllllllllllllllllll
CHICAGO STOCK EXCHANGE, INC.
BY: lllllllllllllllllll
EDGA EXCHANGE, INC.
BY: lllllllllllllllllll
EDGX EXCHANGE, INC.
BY: lllllllllllllllllll
FINANCIAL INDUSTRY REGULATORY
AUTHORITY, INC.
BY: lllllllllllllllllll
INTERNATIONAL SECURITIES EXCHANGE,
LLC
BY: lllllllllllllllllll
ISE GEMINI, LLC
BY: lllllllllllllllllll
ISE MERCURY, LLC
BY: lllllllllllllllllll
MIAMI INTERNATIONAL SECURITIES
EXCHANGE LLC
BY: lllllllllllllllllll
NASDAQ OMX BX, INC.
BY: lllllllllllllllllll
NASDAQ OMX PHLX LLC
BY: lllllllllllllllllll
THE NASDAQ STOCK MARKET LLC
BY: lllllllllllllllllll
NATIONAL STOCK EXCHANGE, INC.
E:\FR\FM\01JNN1.SGM
01JNN1
35074
Federal Register / Vol. 81, No. 105 / Wednesday, June 1, 2016 / Notices
BY: lllllllllllllllllll
NEW YORK STOCK EXCHANGE LLC
BY: lllllllllllllllllll
NYSE ARCA, INC.
BY: lllllllllllllllllll
NYSE MKT LLC
BY: lllllllllllllllllll
[TOPAZ EXCHANGE, LLC
BY: lllllllllllllllll]
[FR Doc. 2016–12779 Filed 5–31–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77916; File No. SR–Phlx–
2016–38]
Self-Regulatory Organizations;
NASDAQ PHLX LLC; Notice of Filing
and Immediate Effectiveness of
Proposed Rule Change To Amend
Rules 900.1, 910, and 921
May 25, 2016.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that, on May 12,
2016, NASDAQ PHLX LLC (‘‘Phlx’’ or
‘‘Exchange’’) 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 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
sradovich on DSK3TPTVN1PROD with NOTICES
The Exchange proposes to amend the
following Rules: 900.1, General Powers
and Duties of Membership Department;
910, Qualifications [sic] as Member
Organization; and 921, Qualifications
[sic]; Designation of Executive
Representative.
The text of the proposed rule change
is available on the Exchange’s Web site
at https://
nasdaqomxphlx.cchwallstreet.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
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
VerDate Sep<11>2014
21:59 May 31, 2016
Jkt 238001
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.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to modify
certain Phlx membership rules in order
to harmonize them with Nasdaq and BX
rules and to modernize the Exchange’s
Rulebook. Specifically, Exchange
proposes to amend Rule 900.1 entitled,
‘‘General Powers and Duties of
Membership Department’’ by
eliminating sections (b) and (d) which
are the provisions regarding
partnerships as distinct membership
classifications. The exchange also
proposes to eliminate the provisions
regarding partnerships from Rule 910(j),
Qualifications [sic] as Member
Organization. The Exchange will reserve
those sections of the rules in order to
allow for future membership needs.
Sections of each of these Rules were
more relevant to the Phlx membership
review process prior to demutualization
in 2004 and specifically related to the
review of partnerships and no longer
reflect the information needed as part of
the membership review. These
provisions were retained following
changes to the Exchange Bylaws in
2009, yet no longer were relevant to the
regulatory needs of the Exchange. The
proposed changes related to ownership
structures of partnerships that the
Exchange no longer needs as discussed
in greater detail below. An additional
amendment relates to the organizational
changes that occurred following
demutualization such that
responsibilities that formerly were
handled by the Board of Directors are
now a responsibility of the Membership
Department. The final change to Rule
921 entitled, ‘‘Qualification; Designation
of Executive Representative’’ is
proposed to align Phlx rules with
existing NASDAQ and BX rule 1150.
The membership distinctions in Rule
900.1(b) and (d) and Rule 910(j) were
applicable when Phlx offered seats to its
members, prior to demutualization, yet
remained in the rules after this was
concluded in 2004. Before
demutualization, Phlx seats conveyed
ownership of the Exchange, in addition
to access, which created a greater
PO 00000
Frm 00106
Fmt 4703
Sfmt 4703
obligation on Phlx to gather information
on the members’ legal business
structure. Specifically, Phlx was
obligated to maintain a heighted
vigilance on the structure, ownership,
and change of control in a partnership
in order to ensure the financial integrity
of its ownership and members ability to
honor their trades and obligations. Rule
900.1(b) and 900.1(d) articulates
obligations of partners and general
partners as they relate to the Exchange
that are no longer relevant as the
partnership no longer conveys specific
obligations that are distinct from any
other member organization. Rule 910(j)
relates to liabilities that were unique to
the partnership, as a member, which are
no longer applicable today.
Today, permits are issued to Exchange
members and member organizations.
The Exchange no longer needs to
differentiate among types of entities
because the permit structure conveys no
ownership to the member. These
membership rules related to
partnerships are no longer applicable
today. The distinctions regarding the
admission of a member or member
organization as a partnership, as
compared to another ownership
structure, are no longer relevant.
The Exchange also proposes to
replace the references to the ‘‘Board of
Directors’’ with the ‘‘Membership
Department’’ as part of Rule 910(h). The
responsibilities of the Board of Directors
have changed. Consequently, the Board
of Directors is no longer actively
involved in the membership process,
which is now operated in the same way
as Nasdaq’s and BX’s and the review of
the qualifications of Member
Organizations is handled by the
Membership Department, as defined in
Rule 1(p). This rule has become
outdated and no longer reflects current
business practices.
The final change relates to Rule
921(b); Phlx seeks to harmonize 921(b)
with the existing Nasdaq and BX Rule
1150 by not requiring an executive
representative to provide evidence of
their acceptance of designation in
writing. The membership form will
continue to require the designation of
the Executive Representative, but will
no longer require the designated person
to provide their signature. The
elimination of the evidence of
acceptance provision of 921(b) does not
impose any burden on competition
rather it aligns the requirements of
PHLX with that of Nasdaq and BX.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
E:\FR\FM\01JNN1.SGM
01JNN1
]]>Agencies
[Federal Register Volume 81, Number 105 (Wednesday, June 1, 2016)]
[Notices]
[Pages 35072-35074]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12779]
[[Page 35072]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-77917; File No. 4-668]
Joint Industry Plan; Notice of Filing and Immediate Effectiveness
of Amendment No. 3 to the National Market System Plan Governing the
Process of Selecting a Plan Processor and Developing a Plan for the
Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc.,
BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago
Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc.,
EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory
Authority, Inc., International Securities Exchange, LLC, ISE Gemini,
LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc.,
NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock
Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE
Arca, Inc.
May 25, 2016.
I. Introduction
Pursuant to Section 11A of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 608 thereunder,\2\ notice is hereby given that,
on March 29, 2016, BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX
Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board
Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA
Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory
Authority, Inc., International Securities Exchange, LLC, ISE Gemini,
LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc.,
NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock
Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE
Arca, Inc. (collectively, ``SROs'' or ``Participants''), filed with the
Securities and Exchange Commission (the ``Commission'') a proposal to
amend the Plan Governing the Process of Selecting a Plan Processor and
Developing a Plan for the Consolidated Audit Trail (the ``Selection
Plan'').\3\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78k-1.
\2\ 17 CFR 242.608.
\3\ In this filing, the SROs withdrew the amendment to the
Selection Plan filed with the Commission on March 11, 2016. See
Letter from the Participants to Brent J. Fields, Secretary,
Commission, dated March 11, 2016.
---------------------------------------------------------------------------
The SROs propose to amend the Selection Plan to add ISE Mercury,
LLC (``ISE Mercury'') as a Participant to the Selection Plan, and
replace references to ``Topaz Exchange, LLC'' with references to ``ISE
Gemini, LLC.'' A copy of the proposed amendment to the Selection Plan
(``Amendment No. 3'') is attached as Exhibit A hereto. The Commission
is publishing this notice to solicit comments from interested persons
on proposed Amendment No. 3 to the Selection Plan.
II. Description of the Plan
Set forth in this Section II is the statement of the purpose of
Amendment No. 3 to the Selection Plan, along with the information
required by Rule 608(a)(4) and (5) under the Exchange Act,\4\ as
prepared and submitted by the SROs to the Commission.\5\
---------------------------------------------------------------------------
\4\ See 17 CFR 242.608(a)(4) and (a)(5).
\5\ See Letter from the Participants to Brent J. Fields,
Secretary, Commission, dated March 29, 2016.
---------------------------------------------------------------------------
* * * * *
Background
The Selection Plan was initially filed with the Commission on
September 4, 2013,\6\ approved on February 21, 2014,\7\ and
subsequently amended on June 17, 2015 and September 24, 2015.\8\ The
Selection Plan governs the process for how the Participants will
evaluate and select a Plan Processor and develop the National Market
System Plan Governing the Consolidated Audit Trail Pursuant to Rule 613
of Regulation NMS under the Exchange Act (``CAT NMS Plan'').
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 70892 (November 15,
2013), 78 FR 69910 (November 21, 2013) (Notice of the Selection
Plan).
\7\ See Securities Exchange Act Release No. 71596 (February 21,
2014), 79 FR 11152 (February 27, 2014) (Order Approving Selection
Plan).
\8\ See Securities Exchange Act Release No. 75192 (June 17,
2015), 80 FR 36028 (June 23, 2015); Securities Exchange Act Release
No. 75980 (September 24, 2015), 80 FR 58796 (September 30, 2015).
---------------------------------------------------------------------------
Requirements Pursuant to Rule 608(a)
A. Description of the Amendments to the Selection Plan
On January 29, 2016, the Commission approved ISE Mercury's
registration as a national securities exchange pursuant to Section 6 of
the Exchange Act.\9\ Pursuant to Section II(B) of the Selection Plan,
the Participants propose amending the Selection Plan to add ISE Mercury
as a Participant thereto. Section II(B) of the Selection Plan states:
Any entity approved by the SEC as a national securities exchange
or national securities association under the Exchange Act after the
effectiveness of the Plan shall become a Participant by satisfying
each of the following requirements: (1) Effecting an amendment to
the Plan by executing a copy of the Plan as then in effect (with the
only change being the addition of the new Participant's name in
Section II of the Plan) and submitting such amendment to the SEC for
approval; and (2) providing each then-current Participant with a
copy of such executed Plan. The amendment shall be effective when it
is approved by the SEC in accordance with SEC Rule 608 or otherwise
becomes effective pursuant to SEC Rule 608.\10\
\9\ See Securities Exchange Act Release No. 76998 (January 29,
2016), 81 FR 6066 (February 4, 2016).
\10\ See Selection Plan, Section II(B), available at
www.catnmsplan.com.
Accordingly, ISE Mercury has executed a copy of the Selection Plan as
currently in effect, with the addition of ISE Mercury's name to Section
II of the Selection Plan, and provided each existing Participant a copy
of the executed Selection Plan. With this submission, the Participants
submit the executed Selection Plan to the Commission for approval on
behalf of ISE Mercury. A copy of the executed version of the Selection
Plan is attached hereto.\11\
---------------------------------------------------------------------------
\11\ See Exhibit B.
---------------------------------------------------------------------------
The Participants also propose to amend the Selection Plan to
replace references to ``Topaz Exchange, LLC'' with references to ``ISE
Gemini, LLC.'' On February 20, 2014, the Commission approved a proposed
rule change that authorized Topaz Exchange, LLC to amend its
Constitution, Certificate of Formation, Limited Liability Company
Agreement, Rules and Schedule of Fees to change its name to ``ISE
Gemini, LLC.'' \12\
---------------------------------------------------------------------------
\12\ See Securities Exchange Act Release No. 71586 (February 20,
2014), 79 FR 10861 (February 26, 2014).
---------------------------------------------------------------------------
The proposed amendments to the text of the Selection Plan are set
forth in Exhibit A to this letter.\13\
---------------------------------------------------------------------------
\13\ See Exhibit A.
---------------------------------------------------------------------------
B. Governing or Constituent Documents
Not applicable.
C. Implementation of Amendment
The terms of the proposed amendment will become effective upon
filing pursuant to Rule 608(b)(3)(iii) of the Exchange Act because it
involves solely technical or ministerial matters. At any time within
sixty days of the filing of this amendment, the Commission may
summarily abrogate the amendment and require that it be refiled
pursuant to paragraph (b)(1) of Rule 608,\14\ if it appears to the
Commission that such action is necessary or appropriate in the public
interest, for the protection of investors
[[Page 35073]]
or the maintenance of fair and orderly markets, to remove impediments
to, and perfect the mechanisms of, a national market system or
otherwise in furtherance of the purposes of the Exchange Act.
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\14\ The Commission notes that if it abrogated an amendment, the
Commission could require the amendment to be refiled in accordance
with subparagraph (a)(1) of Rule 608. See 17 CFR 242.608(b)(3)(iii).
---------------------------------------------------------------------------
D. Development and Implementation Phases
Not applicable.
E. Analysis of Impact on Competition
Not applicable.
F. Written Understanding or Agreements Relating to Interpretation of,
or Participation in, Plan
Not applicable.
G. Statement That the Amendments Have Been Approved by the Plan
Sponsors
The Selection Plan provides that, except with respect to the
addition of new Participants, amendments to the Selection Plan shall be
effected by means of a written amendment that: (1) Sets forth the
change, addition, or deletion; (2) is executed by over two-thirds of
the Participants; and (3) is approved by the SEC pursuant to Rule 608,
or otherwise becomes effective under Rule 608.\15\ The proposed
amendment has been executed by all of the Participants and has
consequently been approved by the SROs.
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\15\ See Notice of Selection Plan, supra note 5.
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With respect to new Participants, an amendment to the Selection
Plan may be effected by the new national securities exchange or
national securities association in accordance with Section II of the
Selection Plan. As discussed above, ISE Mercury has executed the
existing version of the Selection Plan, with ISE Mercury's name added
to Section II, provided each existing Participant a copy of the
executed Selection Plan, and is providing the Commission with a copy of
the executed version with this submission.
H. Terms and Conditions of Access
Not applicable.
I. Method of Determination and Imposition, and Amount of, Fees and
Charges
Not applicable.
J. Method and Frequency of Processor Evaluation
Not applicable.
K. Dispute Resolution
Not applicable.
III. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the Amendment No.
3 to the Selection Plan 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 4-668 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number 4-668. 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 Amendment to the Plan that are filed
with the Commission, and all written communications relating to the
Amendment to the Plan 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 10:00 a.m. and
3:00 p.m. Copies of the submission will also be available for
inspection and copying at the Participants' principal offices. 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 4-668 and should be submitted
on or before June 22, 2016.
By the Commission.
Brent J. Fields,
Secretary.
EXHIBIT A
Additions italicized; deletions bracketed
Plan Processor Evaluation and Selection Plan
II. Participants
(A) List of Participants
The Participants are as follows:
(1) BATS Exchange, Inc.
(2) BATS Y-Exchange, Inc.
(3) BOX Options Exchange LLC
(4) C2 Options Exchange, Incorporated
(5) Chicago Board Options Exchange, Incorporated
(6) Chicago Stock Exchange, Inc.
(7) EDGA Exchange, Inc.
(8) EDGX Exchange, Inc.
(9) Financial Industry Regulatory Authority, Inc.
(10) International Securities Exchange, LLC
(11) ISE Gemini, LLC
(12) ISE Mercury, LLC
([11]13) Miami International Securities Exchange LLC
([12]14) NASDAQ OMX BX, Inc.
([13]15) NASDAQ OMX PHLX LLC
([14]16) The Nasdaq Stock Market LLC
([15]17) National Stock Exchange, Inc.
([16]18) New York Stock Exchange LLC
([17]19) NYSE MKT LLC
([18]20) NYSE Arca, Inc.
[(19) Topaz Exchange, LLC]
* * * * *
BATS EXCHANGE, INC.
BY:--------------------------------------------------------------------
BATS Y-EXCHANGE, INC.
BY:--------------------------------------------------------------------
BOX OPTIONS EXCHANGE LLC
BY:--------------------------------------------------------------------
C2 OPTIONS EXCHANGE, INCORPORATED
BY:--------------------------------------------------------------------
CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED
BY:--------------------------------------------------------------------
CHICAGO STOCK EXCHANGE, INC.
BY:--------------------------------------------------------------------
EDGA EXCHANGE, INC.
BY:--------------------------------------------------------------------
EDGX EXCHANGE, INC.
BY:--------------------------------------------------------------------
FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.
BY:--------------------------------------------------------------------
INTERNATIONAL SECURITIES EXCHANGE, LLC
BY:--------------------------------------------------------------------
ISE GEMINI, LLC
BY:--------------------------------------------------------------------
ISE MERCURY, LLC
BY:--------------------------------------------------------------------
MIAMI INTERNATIONAL SECURITIES EXCHANGE LLC
BY:--------------------------------------------------------------------
NASDAQ OMX BX, INC.
BY:--------------------------------------------------------------------
NASDAQ OMX PHLX LLC
BY:--------------------------------------------------------------------
THE NASDAQ STOCK MARKET LLC
BY:--------------------------------------------------------------------
NATIONAL STOCK EXCHANGE, INC.
[[Page 35074]]
BY:--------------------------------------------------------------------
NEW YORK STOCK EXCHANGE LLC
BY:--------------------------------------------------------------------
NYSE ARCA, INC.
BY:--------------------------------------------------------------------
NYSE MKT LLC
BY:--------------------------------------------------------------------
[TOPAZ EXCHANGE, LLC
BY: _________________]-------------------------------------------------
[FR Doc. 2016-12779 Filed 5-31-16; 8:45 am]
BILLING CODE 8011-01-P
